Form 8-K/A

8-K/A — TEN Holdings, Inc.

Accession: 0001493152-26-033567

Filed: 2026-07-16

Period: 2026-05-08

CIK: 0002030954

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K/A

(Amendment

No. 1)

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 8, 2026

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)

(IRS

Employer

Identification No.)

1170 Wheeler Way

Langhorne, PA

19047

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number including area code: 1.800.909.9598

(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 (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

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

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

May 8, 2026, TEN Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Filing”) reporting,

among other things, the appointment of Mr. Virgilio Torres, the Company’s then Chief Financial Officer, as the Company’s

Chief Executive Officer and Chairman of the Board of Directors of the Company (the “Board”) effective May 8, 2026. The Company

is filing this Amendment No. 1 on Form 8-K (this “Amendment No. 1”) in accordance with Instruction 2 to Item 5.02 of Form

8-K to provide additional information regarding material changes to Mr. Torres’ compensation that had not been determined at the

time of the Original Filing. This Amendment No. 1 supplements the Original Filing and should be read in conjunction with the Original

Filing.

connection with Mr. Torres’ appointment as Chief Executive Officer of the Company, the Compensation Committee of the Board (the

“Committee”) approved an increase to Mr. Torres’ annual base salary from $265,000 to $400,000, effective June 30, 2026,

as well as a one-time cash bonus of $200,000, which is expected to be paid in 2027 in accordance with the Company’s past practices

on payment of bonuses. The Committee also approved a one-time grant of an option to purchase 120,000 shares of the Company’s common

stock, par value $0.0001 per share (the “Common Stock”), with an exercise price of $1.89 per share of Common Stock and a

cash-settled performance award of $200,000, subject to the achievement of certain performance objectives as set forth in the performance

incentive bonus agreement attached as Exhibit 10.1 hereto.

Except

as expressly stated herein, this Amendment No. 1 does not amend or update any other information contained in the Original Filing, which

remains unchanged.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits. The following exhibits are furnished or filed

with this report, as applicable:

Exhibit

No.

Description

10.1†

Performance

Incentive Bonus Agreement, dated July 15, 2026, between Mr. Virgilio Torres and the Company

104

Cover

Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

†

Management

contract or compensatory plan or arrangement.

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.

TEN

HOLDINGS, INC.

Date:

July 16, 2026

By:

/s/

Virgilio Torres

Virgilio

Torres

Chief

Executive Officer and Chief Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

PERFORMANCE

INCENTIVE BONUS AGREEMENT

THIS

PERFORMANCE INCENTIVE BONUS AGREEMENT (this “Agreement”), dated July 15, 2026 (the “Effective Date”),

is by and between TEN Holdings, Inc. (the “Company”), and Virgilio Torres (“Executive”).

WHEREAS,

the Company’s Board of Directors (the “Board”) has approved an increased compensation package for Executive,

effective upon the closing of the Company’s S-1 financing transaction;

WHEREAS,

as previously approved by the Board, the Company desires to enter into this Agreement to incentivize Executive and to further align the

Company performance goals with Executive’s compensation; and

WHEREAS,

in consideration of the foregoing, the Company and Executive desire to enter this Agreement consist with the terms set forth herein.

NOW,

THEREFORE, in consideration of the foregoing and the mutual covenants and promises herein contained, and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Incentive Bonus. Subject to the terms as outlined herein, Executive shall be eligible to receive a lump sum, cash payment equal

to two hundred thousand dollars ($200,000), less applicable withholdings (the “Performance Bonus”) upon the Company’s

achievement of one of the following milestones (the “Milestones”), in each case prior to December 31, 2027 (or, in

the case of Milestone #3, December 31, 2026, as applicable the “Cut Off Date”):

1.1

Milestone #1. From and after the Effective Date, the Company secures at least $5 million in capital investments from third parties

which are unaffiliated with the Company as of immediately prior to the investment. Achievement of Milestone #1 shall be based on the

aggregate capital investments made into the Company following the Effective Date.

1.2

Milestone #2. From and after the Effective Date, the Company completes a Strategic Acquisition. For purposes of this Agreement,

the term “Strategic Acquisition” means the consummation of any acquisition, whether by merger, purchase of substantially

all assets, stock purchase or any similar transaction, by the Company or any of its subsidiaries that the Board determines, in good faith

and based on financial information reasonably available at the time of such determination, are accretive to both revenue (determined

in accordance with GAAP) and adjusted EBITDA. In making its determination, the Board may take into account purchase accounting adjustments,

transaction and integration costs, anticipated cost savings and synergies, financing costs, divestitures, discontinued operations, changes

in accounting principles, and other unusual, nonrecurring or extraordinary items, in each case to the extent and in the manner determined

by the Board to be appropriate and consistent with the purposes of this Agreement.

1.3

Milestone #3. Determined as of a date prior to December 31, 2026, the Company achieves a market capitalization of at least $15

million.

1.4

Determination of Milestone Achievement. Whether a Milestone is achieved prior to the applicable Cut Off Date shall be determined

in the sole discretion of the Board, with such determination made promptly following the purported achievement of a Milestone (such date,

the “Milestone Achievement Date”). Any such determination shall be reflected in the meeting minutes of the Board when

Executive’s achievement of the Milestones is discussed.

1.5

Termination of Employment. Notwithstanding anything else in this Agreement, if Executive’s employment is terminated by Executive

or the Company, for any reason or no reason, prior to the Milestone Achievement Date, Executive’s right to receive the Performance

Bonus shall be immediately forfeited and no portion thereof shall be payable to Executive by the Company.

Time and Form of Payment. The Performance Bonus, if earned in accordance with the terms of this Agreement, shall be paid in a

lump sum within thirty (30) days following the Milestone Achievement Date.

Withholding. The Performance Bonus payable to Executive under this Agreement shall be subject to all income and other employment

tax withholding and reporting required by federal, state or local law with respect to compensation paid by a corporation to an employee.

Executive shall be responsible for all taxes applicable to amounts payable under this Agreement.

Release. Executive’s right to receive the Performance Bonus is conditioned upon Executive’s (or, in the case of Executive’s

death, the executor, administrator, or personal representative of Executive’s estate’s) execution and nonrevocation of a

release within thirty (30) days following the Milestone Achievement Date, such release in form and substance satisfactory to the Company,

releasing the Company, its shareholders, and their respective affiliates, successors and assigns from any and all claims related to or

arising from actions, failures to act, matters, causes, events, or things occurring or existing at any time that are known or should

have been known prior to the payment of the Performance Bonus.

Representations and Warranties of Executive. Executive hereby represents, warrants and covenants to the Company that Executive

has had a reasonable time and opportunity to consult with Executive’s financial, legal and other advisors, if desired, before executing

this Agreement, and Executive understands that Executive must rely solely on his advisors and not on any statements or representations

made by the Company or any of the affiliates, agents or representatives of the Company, and that Executive will be solely responsible

for any tax liability that may arise as a result of the payment of the Performance Bonus, including under Section 409A of the Internal

Revenue Code of 1986, as amended (the “Code”).

Compliance with Code Section 409A. The parties intend that this Agreement and the payment of the Performance Bonus provided for

under this Agreement be excluded from the scope of Section 409A of the Code under the “short-term deferral rule,” and the

terms and provisions of this Agreement will be interpreted in a manner consistent with that intent. However, to the extent that any amounts

paid or payable under this Agreement are or may be deferred compensation within the meaning of Section 409A of the Code, the parties

intend that this Agreement comply with Section 409A of the Code, including the Treasury Regulations and any other guidance provided with

respect to Section 409A of the Code, and in such case, the terms and provisions of this Agreement will be interpreted to comply with

the requirements of Section 409A of the Code, to the extent necessary. Notwithstanding the foregoing or anything else in this Agreement

to the contrary, none of the Company, its shareholders, any of their respective affiliates, or any of the foregoing’s respective

employees, agents or representatives represents that this Agreement complies with or is exempt from Section 409A of the Code, and none

of the foregoing shall have any liability to Executive or any other person for any failure to comply with Section 409A of the Code.

No Contract of Employment or Independent Contractor Relationship. Nothing contained in this Agreement will be construed to constitute

a contract of employment or an independent contractor relationship between Executive and the Company, and nothing in this Agreement will

give Executive the right to be retained in the employ of, or in an independent contractor relationship with, the Company, or to interfere

with the right of the Company to discharge Executive or terminate Executive’s independent contractor relationship, or the right

of Executive to resign or terminate the employment relationship at any time without regard to the effect such discharge, termination

or resignation might have on Executive under this Agreement.

Miscellaneous. This Agreement may be amended only in a writing signed by both Executive and the Company. This Agreement

may not be assigned by a party without the written consent of the other party. This Agreement constitutes the final, complete and exclusive

agreement between the parties with respect to the matters set forth herein, and supersedes all prior agreements, promises, covenants,

arrangements, communications, representations or warranties, whether oral or written, by an officer, employee or representative of any

party hereto. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective

heirs, personal representatives, successors and assigns. This Agreement will be governed, construed, administered, and regulated in accordance

with the laws of the State of Pennsylvania, without regard to the principles of conflicts of law. This Agreement may be executed in counterparts

(including by facsimile, “.pdf”, DocuSign or other similar electronic transmission), each of which shall be deemed to be

an original, and all of which together shall be deemed to be one and the same instrument.

[Signature

Page Follows]

Witness Whereof, the

parties have executed this Agreement as of the date first above written.

COMPANY:

TEN Holdings, Inc.

By:

/s/

Virgilio Torres

Name:

Virgilio

Torres

Title:

Chief

Executive Officer

EXECUTIVE:

/s/ Virgilio Torres

Virgilio Torres

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