XHLD · TEN Holdings, Inc. Common Stock

TEN Holdings, Inc. operates as a holding company for TEN Events, Inc., a provider of event planning, production, and broadcasting services established in 2011. The company focuses on virtual, hybrid, and physical events, leveraging proprietary platforms like Xyvid Pro and TEN Pro to deliver services to corporate clients. In the fiscal year 2025, the company supported approximately 248 virtual and hybrid events, attracting over 525,000 attendees, though revenue from this segment declined from $3.2 million in 2024 to $2.7 million in 2025. Physical events, a newer revenue stream initiated in 2023, contributed approximately $0.4 million in 2025. The company faces financial challenges, evidenced by an accumulated deficit of approximately $21.4 million and a decline in total revenue year-over-year. As of December 31, 2025, the company held approximately $1.6 million in cash and cash equivalents.

This S-1 registration statement covers a follow-on offering of Common Stock by the company, which is already listed on the Nasdaq Capital Market under the symbol XHLD. The specific number of shares and price range have not been determined, though the filing indicates an assumed public offering price for calculation purposes. Network 1 Financial Securities, Inc. is acting as the sole underwriter, receiving a 6.0% discount. The company intends to use the net proceeds for general working capital and corporate purposes, including debt repayment. Investors should note the immediate and substantial dilution risk, as the offering price is expected to be significantly higher than the current net tangible book value of $1.08 per share. Additionally, the company has an existing Equity Line of Credit (ELOC) with Lincoln Park Capital Fund, LLC, and has previously issued shares under this agreement, indicating a potential for ongoing dilution.

Governance and ownership structure reveal significant insider control. V-Cube, Inc., a Japanese company listed on the Tokyo Stock Exchange, holds a substantial stake through its subsidiary, and Naoaki Mashita, V-Cube's CEO and a former director, is a significant shareholder. The management team, including CEO Randolph Wilson Jones III and CFO Virgilio D. Torres, has received substantial equity incentives, with vesting tied to the company's performance and IPO milestones. Lock-up agreements restrict the sale of shares by directors, officers, and principal stockholders for 90 days post-offering. The company's competitive position relies on its proprietary technology and dedicated customer service model, aiming to capitalize on the demand for hybrid and virtual event solutions. However, the declining revenue trajectory and accumulated deficit highlight the execution risks ahead.