Form 8-K

8-K — TEN Holdings, Inc.

Accession: 0001493152-26-030347

Filed: 2026-06-26

Period: 2026-06-26

CIK: 0002030954

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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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

Date

of Report (Date of earliest event reported): June

26, 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,

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

1.01. Entry into a Material Definitive Agreement

June 26, 2026, TEN Holdings, Inc. (the “Company,” “TEN Holdings,” “we,” or “our”) entered

into a Placement Agency Agreement (the “Placement Agency Agreement”) with WestPark Capital, Inc. (the “Placement Agent”),

pursuant to which the Placement Agent agreed to serve as the exclusive placement agent for the Company in a registered direct offering

by the Company to the Placement Agent (the “Offering”) of an aggregate of 7,500,000 shares (the “Shares”)

of common stock of the Company, par value $0.0001 per share (“Common Stock”). The gross proceeds to the Company from the

Offering are expected to be approximately $7.5 million, before deducting the placement agent’s fees and related offering

expenses. The Offering is expected to close on June 30, 2026.

The

Placement Agency Agreement contains customary representations and warranties, indemnification rights and obligations, and agreements

of the Company and the Investor.

The

Shares were offered by the Company pursuant to a registration statement on Form S-1 (File No. 333-294896), as amended, and a Rule 462(b)

Registration Statement on Form S-1 (File No. 333-297075), which were filed with the Securities and Exchange Commission (the “SEC”).

The

foregoing summary of the Placement Agency Agreement does not purport to be complete and is qualified in its entirety by the full text

of such documents, a form of which was filed as Exhibit 1.1 to Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-294896),

filed with the SEC on June 23, 2026, and is incorporated herein by reference.

This

Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor

shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful

prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item

7.01 Regulation FD Disclosure.

June 26, 2026, the Company issued a press release (the “Pricing Press Release”) announcing the pricing of the Offering. A

copy of the Pricing Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Exhibit

99.1 to this Current Report on Form 8-K and the information set forth therein, and the information disclosed under this Item 7.01, is

being furnished and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by

reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Forward-Looking

Statements

All

statements other than statements of present or historical fact contained herein are “forward-looking statements” within the

meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements regarding closing of the offering,

the gross proceeds from the offering, and the expected use of proceeds from the offering and the Company’s or its management team’s

expectations, objectives, beliefs, intentions or strategies regarding the future. When used herein, the words “could,” “should,”

“will,” “may,” “believe,” “anticipate,” “intend,” “estimate,”

“expect,” “project,” “plan,” “outlook,” “seek,” the negative of such terms

and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain

such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future

events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by

applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the

statements in this section, to reflect events or circumstances after the date hereof. Readers are cautioned not to put undue reliance

on forward-looking statements and the Company cautions you that these forward-looking statements are subject to numerous risks and uncertainties,

most of which are difficult to predict and many of which are beyond the control of the Company, including those risk factors set forth

in the Company’s filings with the Securities and Exchange Commission, including the most recent Annual Report on Form 10-K. These

filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially

from those contained in the forward-looking statements. The Company gives no assurance that it will achieve its expectations.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Pricing Press Release, dated June 26, 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.

TEN

HOLDINGS, INC.

Date:

June 26, 2026

By:

/s/

Virgilio D. Torres

Virgilio

D. Torres

Chief

Executive Officer and Chief Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

TEN

Holdings, Inc. Announces Pricing of $7.5 Million Offering

LANGHORNE,

Pa., June 26, 2026. TEN Holdings, Inc. (Nasdaq: XHLD) (the “Company”), through its subsidiary, Ten Events, Inc., a provider

of event planning, production, and broadcasting services, today announced the pricing of its offering (the “Offering”) for

the purchase and sale of 7.5 million shares of the Company’s common stock, par value $0.0001 per share (the “Common

Stock”). Each share of Common Stock will be sold at an offering price of $1.00 per share. The gross proceeds to the Company from

the Offering are expected to be approximately $7.5 million, before deducting placement agent fees and other Offering expenses

payable by the Company.

WestPark

Capital, Inc. is the sole placement agent for the Offering. The Offering is expected to close on or about June 30, 2026, subject to the

satisfaction of customary closing conditions.

The

Company intends to use the net proceeds from the Offering for general working capital and corporate purposes, including repayment of

indebtedness.

The

shares of Common Stock are being offered by the Company pursuant to an effective registration statement on Form S-1, as amended (File

No. 333-294896), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 6, 2026,

and declared effective by the SEC on June 26, 2026, and an additional registration statement filed pursuant to Rule 462(b) which became

automatically effective on June 26, 2026 (collectively, the “Registration Statements”).

The

Offering is being made only by means of the prospectus forming part of the Registration Statements relating to the Offering. A preliminary

prospectus relating to this Offering has been filed with the SEC, and a final prospectus relating to and describing the final terms of

the Offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.

This

press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale

of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification

under the securities laws of any such state or jurisdiction.

About

TEN Holdings, Inc.

The

Company, through its subsidiary, Ten Events, Inc., is a provider of event technology, 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 Xyvid Pro and Ten Pro Platforms. 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: statements regarding the proceeds from the Offering, the closing of the Offering, and the use of proceeds, and 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”), the Registration

Statement 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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