false
0002030954
0002030954
2026-03-18
2026-03-18
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
March
18, 2026
Date
of Report (Date of earliest event reported)
TEN
Holdings, Inc.
(Exact
Name of Registrant as Specified in its Charter)
| Nevada |
|
001-42515 |
|
99-1291725 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
1170
Wheeler Way
Langhorne,
PA |
|
19047 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
1.800.909.9598
Registrant’s
telephone number, including area code
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
XHLD |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
2.02 Results of Operations and Financial Condition.
On
March 18, 2026, TEN Holdings, Inc. issued a press release to announce its financial results for the quarter and year ended December
31, 2025. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information disclosed under Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, and shall not be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of
1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item
9.01 Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated March 18, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
March 18, 2026
| |
TEN
Holdings, Inc. |
| |
|
|
| |
By: |
/s/
Randolph Wilson Jones III |
| |
|
Randolph
Wilson Jones III |
| |
|
Chief
Executive Officer and Director |
Exhibit
99.1
TEN
Holdings, Inc. Reports Full Year 2025 Financial Results
Langhorne,
PA, March 18, 2026 (PR NEWSWIRE) — TEN Holdings, Inc. (Nasdaq: XHLD) through its subsidiary, Ten Events, Inc., (“Ten Events”
or the “Company”), a provider of event planning, production, and broadcasting services, today announced its full year 2025
financial results.
Management
Commentary
Fiscal
2025 marked TEN Holdings’ first year as a public company, a period during which management prioritized establishing the operational,
technological, and governance foundations necessary to support scalable growth, raising capital and enhancing visibility with the investor
community.
“This
past year, we focused on strengthening our platform, expanding enterprise adoption, and leveraging strategic partnerships to drive operational
efficiency and sustainable performance,” said Randolph Wilson Jones III, Chief Executive Officer of TEN Holdings. “These
initiatives position TEN Holdings to deliver long-term value for shareholders.”
A
cornerstone of the Company’s operational strategy was the acceleration of the Ten Events Pro platform through a strategic partnership
with Webinar.net. This collaboration enabled the Company to enhance platform functionality, streamline development processes, and improve
operational efficiency, with estimated savings of $1.2 million to $1.7 million annually, while positioning the platform for faster recurring
revenue growth. In parallel, TEN Holdings strengthened its technology ecosystem by partnering with V-Cube, bringing advanced enterprise
communication capabilities to the North American market. These partnerships reflect the Company’s focus on leveraging best-in-class
technologies to deliver scalable, enterprise-grade solutions.
The
Company also made key investments in security, trust, and innovation. During the year, TEN Holdings implemented SOC 2 compliant broadcast
systems, reinforcing enterprise confidence in the reliability, security, and compliance of its digital event and communications platform.
In addition, the Company expanded its service offerings to include conversational AI solutions, designed to enhance engagement, automation,
and data-driven insights for enterprise clients.
On
the commercial front, TEN Holdings more than doubled the number of new customers acquired, increasing from six in the prior year to 16
in fiscal 2025, reflecting growing market adoption and recognition of the Company’s technology solutions. Management also actively
engaged with the investment community, participating in multiple investor conferences and meetings throughout the year to communicate
the Company’s strategy, technology advancements, and long-term growth opportunities.
Management
believes that the initiatives completed in fiscal 2025, including strengthening strategic partnerships, advancing platform capabilities,
enhancing enterprise security, expanding the customer base, and establishing a presence in the public capital markets, have positioned
TEN Holdings to pursue growth and long-term shareholder value.
Financial
Results
| |
● |
The
Company reported fiscal year 2025 total revenues of $3.1 million, down 11.4% from $3.5 million in fiscal year 2024. The decrease
was due to the following factors: |
| |
|
|
| |
|
a.)
Virtual & Hybrid events decreased by $0.5 million, mainly due to an event series with our biggest customer that took place in
the three-months ended March 31, 2024, but did not repeat in the three months ended March 31, 2025. |
| |
|
|
| |
|
b.)
Physical events increased by $0.1 million mainly due to a significant amount of more deals closed and delivered within the period
vs. the same time period last year. |
| |
|
|
| |
● |
Cost
of revenue in fiscal year 2025 increased by approximately $11,000, or 1.7%, to approximately $663,000. Cost of revenue remained relatively
flat while physical events revenue increased mainly due to continued efficiencies in the way events are delivered so equipment and
staff are maximized within the specific region or location of events. |
| |
|
|
| |
● |
Gross
profit margin for fiscal year 2025 declined by 2.8% to 78.6% from 81.4% in fiscal year 2024, due to a decrease in revenues. |
| |
|
|
| |
● |
Selling,
general and administrative expenses increased by approximately $9,886,000, or 183%, to approximately $15,276,000 of which $10,000,000
were non-cash related expenses for items such as stock based compensation, debt restructuring, and impairments. The company also
incurred $1,700,000 in expenses related to being a public company, while the remaining came from $3,100,000 of payroll and $400,000
business operations. |
| |
|
|
| |
● |
Interest
expense increased by approximately $74,000, or 35%, to approximately $284,000 primarily due to interest owed to a shareholder for
loans made to us. |
| |
|
|
| |
● |
Net
loss for the twelve months ended December 31, 2025 was approximately $19,498,000 or $(8.58) per share, compared to a net loss of
approximately $2,968,000, or $(1.78) per share, for the same period in 2024. |
| |
|
|
| |
● |
Weighted
average number of common shares outstanding was 2,272,982 for the twelve months ended December 31, 2025 and 1,667,674 for the twelve
months ended December 31, 2024. |
Selected
Balance Sheet and Cash Flow Results
| |
● |
As
of December 31, 2025, the Company had total cash of approximately $1,630,657 compared to $48,479 in fiscal year 2024. |
| |
|
|
| |
● |
Net
cash used in operating activities increased from approximately $10.3 million in fiscal year 2025 to approximately $2.5 million in
fiscal year 2024. The increase in cash outflow was primarily driven by higher operating expense associated with the Company’s
transition to a public company, including increased professional fees, payroll, and other corporate infrastructure cost, as well
as the higher net loss reported in fiscal 2025. |
| |
|
|
| |
● |
Net
cash used in investing activities for fiscal year 2025 was $847,000 compared to $1.04 million in fiscal year 2024, due to the acquisition
of computer hardware, equipment and capitalized software. |
| |
|
|
| |
● |
Net
cash provided by financing activity increased from approximately $3.2 million during the year ended December 31, 2024 to approximately
$18.2 million during the year ended December 31, 2025. The increase was primarily attributable to proceeds from the issuance of shares
and short-term loans, partially offset by repayment of short-term loans during the year ended December 31, 2025. |
Company
Outlook
| |
● |
TEN
Holdings plans to promote future business growth by strengthening customer relationships, improving customer loyalty, and increasing
marketing and sales efforts with additional investment in digital marketing and sales team expansion. |
| |
|
|
| |
● |
Increase
product and market expansion of the software-as-a-service, Ten Events Pro, designed to provide professional-grade production quality
for virtual and hybrid events with flexibility, speed, and control. Management
anticipates that this strategic expansion will broaden the customer base, enhance market reach, and generate sustainable recurring
revenue streams. |
| |
|
|
| |
● |
Maximize
partnerships with V-Cube and Webinar.net to penetrate new market opportunities. |
| |
|
|
| |
● |
The
Company plans to continue to raise capital to facilitate investments in, partnerships with, and acquisitions of appropriate businesses
that offer complementary and strategic advantages to enhance overall competitiveness and growth. |
About
TEN Holdings, Inc.
The
Company, through its subsidiary, Ten Events, Inc., is a provider of event planning, production, and broadcasting services headquartered
in Pennsylvania. The Company mainly produces virtual and hybrid events and physical events. Virtual and hybrid events involve virtual
and hybrid event planning, production and broadcasting services, and continuing education services, all of which are supported by the
Company’s proprietary Xyvid Pro Platform. Physical events mainly involve live streaming and video recording of physical events.
To learn more, visit www.tenholdingsinc.com.
FORWARD-LOOKING
STATEMENTS
Certain
statements contained in this press release may constitute “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,”
“project,” “should,” “target,” “will,” “would” and similar expressions are
intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual
results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including,
but not limited to: the uncertainties related to market conditions and other factors discussed in the “Risk Factors” section
of the Company’s most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”)
and other filings with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking
statements in this press release. Any forward-looking statements contained in this press release speak only as of the date hereof, and
TEN Holdings, Inc. specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by law.
Investor
Relations Inquiries:
Skyline
Corporate Communications Group, LLC
Scott
Powell, President
1177
Avenue of the Americas, 5th Floor
New
York, New York 10036
Office:
(646) 893-5835
Email:
info@skylineccg.com
