UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number including area code:
(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 | ||
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
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 3.01 | Notice of Delisting or Failure to Satisfy a Continued Rule or Standard; Transfer of Listing. |
As previously disclosed on the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 26, 2026 (the “Original Filing”), TEN Holdings, Inc. (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Equity Standard”), which requires the Company to maintain a minimum of $2,500,000 in stockholders’ equity.
As noted in the Original Filing, the Company had until July 10, 2026 to submit to the Staff a plan to regain compliance with the Equity Standard or the alternatives of market value of listed securities or net income from continuing operations. On July 1, 2026, the Company submitted to the Staff a plan to regain compliance.
On June 30, 2026, the Company issued a press release announcing that it had closed a registered direct offering by the Company of 7,500,000 shares of common stock of the Company, par value $0.0001 per share, for net proceeds to the Company of approximately $6.6 million (the “Offering”).
As a result of the Offering, the Company believes it has regained compliance with the Equity Standard. Nasdaq will continue to monitor the Company’s ongoing compliance with the Equity Standard and, if at the time of its next periodic report the Company does not evidence compliance, it may be subject to delisting.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. The following exhibits are furnished or filed with this report, as applicable: |
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are 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: July 20, 2026 | By: | /s/ Virgilio Torres |
| Virgilio Torres | ||
| Chief Executive Officer and Chief Financial Officer | ||
Cover |
Jul. 20, 2026 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jul. 20, 2026 |
| Entity File Number | 001-42515 |
| Entity Registrant Name | TEN Holdings, Inc. |
| Entity Central Index Key | 0002030954 |
| Entity Tax Identification Number | 99-1291725 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 1170 Wheeler Way |
| Entity Address, City or Town | Langhorne |
| Entity Address, State or Province | PA |
| Entity Address, Postal Zip Code | 19047 |
| City Area Code | 1.800. |
| Local Phone Number | 909.9598 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | XHLD |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |