Form 8-K

8-K — TEN Holdings, Inc.

Accession: 0001493152-26-036864

Filed: 2026-08-10

Period: 2026-08-10

CIK: 0002030954

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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

August

10, 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

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

1170

Wheeler Way

Langhorne,

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 ☒

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.

August 10, 2026,

TEN Holdings, Inc. issued a press release to announce its financial results for the quarter ended June 30, 2026. 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 August 10, 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:

August 10, 2026

TEN

Holdings, Inc.

By:

/s/

Virgilio Torres

Virgilio

Torres

Chief

Executive Officer and Chief Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

TEN

Holdings Reports Second Quarter 2026 Financial Results

LANGHORNE,

Pa., August 10, 2026 TEN Holdings, Inc. (Nasdaq: XHLD), through its subsidiary, Ten Events, Inc. (“Ten Events” or the “Company”),

an event technology company powering virtual, hybrid, and webinar experiences for enterprise customers, supported by production and managed

services, today announced its financial results for the quarter ended June 30, 2026.

Management

Commentary

“Second

quarter revenue reflected the timing of customer activity rather than a change in underlying demand for our services,” said Virgilio

Torres, Chairman, Chief Executive Officer and Chief Financial Officer of TEN Holdings. “A number of opportunities we expected to

close during the quarter shifted into the third quarter of 2026, and we expect the related revenue to be recognized as those events are

delivered.

“The

completion of our $7.5 million offering on June 30, 2026 was an important milestone for the Company. It strengthened our balance sheet,

with cash and cash equivalents increasing to $5.8 million at quarter end from $1.6 million at the start of the year and gives us the

capital to execute the strategic priorities we outlined in July: strengthening working capital, expanding product development, building

artificial intelligence capabilities, and pursuing key strategic acquisitions.

“We

are advancing our platform roadmap, including new AI-driven analytics, automated captioning, and workflow capabilities, while continuing

to build on our partnership with Webinar.net to expand our technology ecosystem. At the same time, we are pursuing a disciplined acquisition

strategy targeting complementary, accretive businesses that can broaden our recurring revenue base.

“We

remain committed to prudent capital allocation and financial discipline as we scale, and we believe the combination of an improving cost

structure, a strengthened balance sheet, and a clear strategic roadmap positions TEN Holdings to build long-term value for our shareholders.”

Financial

Results

The

Company’s second quarter 2026 revenue decreased by $385,000, or 34.5%, to $731,000, compared to $1.1 million in the second quarter

of 2025. The decrease was primarily driven by lower revenue from one of the Company’s largest customers, together with a number

of opportunities that shifted into the third quarter of 2026.

● Platform

usage revenue decreased by $0.4 million, or 45.1%, to $469,000, primarily due to lower revenue

from one of the Company’s largest customers.

● Professional

and managed services revenue was largely unchanged, increasing by $1,000, or 0.4%, to $262,000.

● Cost

of revenue decreased by $71,000, or 40.6%, to $104,000, consistent with the decrease in related

revenue. Gross profit margin was 85.8%, compared to 84.3% in the prior-year period.

● Selling,

general and administrative expenses increased by $1.5 million, or 67.6%, to $3.6 million,

primarily due to an increase in professional fees, consistent with the compliance, audit,

and advisory costs the Company has incurred as a public company since its February 2025 initial

public offering. Because these costs are largely fixed while the Company’s revenue

remains relatively small, quarter-to-quarter changes in revenue can have an outsized effect

on reported operating results.

● Net

loss was $3.0 million, or $(0.70) per share, compared to a net loss of $2.8 million, or $(1.95)

per share, during the three months ended June 30, 2025. The year-over-year increase in net

loss was primarily driven by higher SG&A expenses, partially offset by the absence of

a $1.4 million non-operating settlement charge recorded in the second quarter of 2025.

● Interest

expense decreased by $52,000, or 65.0%, to $28,000, primarily due to a lower outstanding

short-term loan balance.

● Weighted

average number of common shares outstanding was 4,279,641 for the three months ended June

30, 2026, compared to 1,428,399 for the three months ended June 30, 2025.

Selected

Balance Sheet and Cash Flow Results

● As

of June 30, 2026, the Company had total cash of approximately $5.8 million, compared to $0.7

million at the same date in 2025 and $1.6 million at December 31, 2025. The increase was

primarily driven by the completion of the Company’s $7.5 million offering, which closed

on June 30, 2026.

● Net

cash used in operating activities was $2.7 million for the six months ended June 30, 2026,

compared to $7.6 million during the same period of 2025. The decrease was primarily due to

a lower net loss and a decrease in advances to a related party, partially offset by lower

non-cash adjustments for stock-based compensation and loss on extinguishment of debt.

● Net

cash used in investing activities was zero for the six months ended June 30, 2026, compared

to $0.5 million during the same period of 2025, due to the absence of capitalized software

purchases.

● Net

cash provided by financing activities was $7.0 million for the six months ended June 30,

2026, compared to $8.8 million during the same period of 2025. The decrease was primarily

driven by lower proceeds from the issuance of shares and related-party short-term loans during

the current period, partially offset by lower repayments of related-party short-term loans.

Recent

Corporate Highlights

● On

June 30, 2026, the Company closed an offering of 7,500,000 shares of common stock at a price

of $1.00 per share, for gross proceeds of approximately $7.5 million, before deducting placement

agent fees and offering expenses.

Company

Outlook

Mr.

Torres added that TEN Holdings plans to:

● Strengthen

working capital by deploying net proceeds from the Company’s recently completed offering

to enhance liquidity, improve financial flexibility, and position the Company to capitalize

on future growth opportunities.

● Expand

product development by accelerating the Company’s technology platform through enhanced

functionality, automation, analytics, and workflow capabilities designed to improve customer

engagement and scalability.

● Build

artificial intelligence capabilities by investing in AI-powered technologies, including AI-driven

analytics, automated captioning, and intent data, to enhance content creation, audience insights,

and operational efficiency across the platform.

● Pursue

key strategic acquisitions that expand the Company’s technology capabilities, recurring

revenue base, customer relationships, and overall market presence, as part of a disciplined

consolidation strategy targeted for completion by December 2026.

● Continue

to maximize its partnership with Webinar.net to penetrate new market opportunities and strengthen

its technology ecosystem.

● Recognize

revenue from the opportunities that shifted from the second quarter into the third quarter

of fiscal year 2026.

About

TEN Holdings, Inc.

The Company, through its subsidiary,

Ten Events, Inc., is a technology company headquartered in Pennsylvania that provides a virtual and hybrid event and webinar platform,

supported by production and managed services for enterprise customers. The Company’s event technology platform enables organizations

to plan, produce, and broadcast virtual and hybrid events, including webinars, town halls, investor communications, and continuing education

programs, while its production and managed services support customers throughout the event lifecycle. 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.

For

more information, please contact:

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:

IR@skylineccg.com

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