8-K
TEN Holdings, Inc. (XHLD)
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
May20, 2025
Date
of Report (Date of earliest event reported)
TENHoldings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 001-42515 | 99-1291725 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> of incorporation) | (Commission<br> <br><br> File Number) | (I.R.S.<br> Employer<br><br> Identification No.) |
| 1170 Wheeler Way<br><br> <br>Langhorne, PA | 19047 | |
| --- | --- | |
| (Address<br> of Principal Executive Offices) | (Zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement<br> 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<br> Stock | XHLD | The<br> 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 ☒
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 2.02 | Results of Operations and Financial Condition. |
|---|
On May 20, 2025, TEN Holdings, Inc. issued a press release to announce its financial results for the quarter ended March 31, 2025. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated May 20, 2025 |
| 104 | Cover<br> 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: May 20, 2025
| TEN Holdings, Inc. | |
|---|---|
| By: | /s/ Randolph Wilson Jones III |
| Randolph<br> Wilson Jones III | |
| Chief<br> Executive Officer and Director |
Exhibit 99.1
TEN Holdings Inc. Reports First Quarter 2025Financial Results
LANGHORNE, Pa., May 20, 2025 /PRNewswire/ -- TEN Holdings, Inc. (Nasdaq: XHLD) (“TEN Holdings” or the “Company”), a provider of event planning, production, and broadcasting services, today announced its first quarter 2025 financial results for the period ending March 31, 2025.
Management Commentary
“During the first quarter of 2025, the Company continued to execute its business strategies and lay the groundwork for future growth. Due to the progress we’ve achieved in building our business infrastructure, we now expect to be in a better position to achieve key objectives such as strengthening our customer relationships, increasing our investment in digital marketing, and expanding our sales team. We believe we are also better equipped to perform the R&D that will enable us to introduce additional interactive and data analytics features to our proprietary Xyvid Pro Platform, to further develop and integrate our PaaS model and increase recurring revenue, and to add conversational artificial intelligence to upgrade our offerings.
In addition, we believe we are better positioned to possibly invest in, partner with, and acquire appropriate businesses that offer complementary and strategic advantages to enhance our overall competitiveness and growth.
These steps, we believe, will provide us with the competitive advantages, margin expansion, customer growth, diversification, and predictable cash flow generation that we anticipate will drive revenue growth and bottom-line improvements going forward.” commented TEN Holdings’ Chief Executive Officer, Randy Jones.
Financial Results
| ● | The<br> Company reported total revenue of $739,000 for the first quarter of 2025, a decrease of $389,000,<br> or 34.5%, from revenue of $1,128,000 in the first quarter of 2024. The decrease in revenue<br> was due to the following factors: |
|---|---|
| a.) | Revenues from Delivered events –<br> Virtual and Hybrid events business segment decreased by $368,000, mainly due to an event<br> series with the Company’s largest customer that took place in the first quarter of<br> 2024 and repeats every other year. |
| --- | --- |
| b.) | Revenue from Delivered events –<br> Physical events business segment decreased by $21,000, mainly due to two customer events<br> from the first quarter of 2024 that did not repeat in the first quarter of 2025. |
| --- | --- |
| · | Cost<br> of revenue in the first quarter of 2025 decreased by $97,000, or 34.3%, over the same period<br> last year, to $186,000, reflecting the lower direct costs associated with the lower corresponding<br> revenue. |
| --- | --- |
| · | Gross<br> profit margin for the first quarter of 2025 was nearly unchanged at 74.8% compared to 74.9%<br> in first quarter of 2024. |
| --- | --- |
| · | Selling,<br> general and administrative expenses increased by $3,960,000, or 328.4%, to $5,166,000, mainly<br> due to the recognition of stock compensation expense of $3,512,000 in connection with the<br> vesting of employee stock options from the IPO, marketing expenses from brand and performance-related<br> expenditure, and increased payroll expenses. |
| --- | --- |
| · | Interest<br> expense was $69,000 in the first quarter of 2025 compared to $26,000 in the first quarter<br> of 2024. |
| --- | --- |
| · | Net<br> loss for the first quarter of 2025 was $4,836,000, or $(.18) per share, compared to a net<br> loss of $405,000, or $(.02) per share, in the first quarter of 2024. The increase in net<br> loss was due primarily to the rise in SG&A expenses in the first quarter of 2025 compared<br> to the first quarter of 2024. |
| --- | --- |
| ● | Non-GAAP<br> loss for the first quarter of 2025, which excludes stock-based compensation expense, was<br> $1,324,000, or ($.05) per share, compared to a non-GAAP loss of $405,000, or ($.02) per share,<br> in the first quarter of the previous year. |
| --- | --- |
| · | Weighted<br> average number of common shares outstanding was 27,058,113 for the first quarter of 2025<br> and 25,000,000 for the first quarter of 2024. |
| --- | --- |
Selected Balance Sheet and Cash Flow Results
| ● | As<br> of March 31, 2025, the Company had total cash and cash equivalents of $247,000 compared to<br> $48,000 on December 31, 2024. |
|---|---|
| ● | Net<br> cash used in operating activities increased from $581,000 in the first quarter of 2024 to<br> $6,785,000 in the first quarter of 2025. |
| --- | --- |
| ● | Net<br> cash used in investing activities, comprised mostly of the purchase of capitalized internal-use<br> software, was $273,000 in the first quarter of 2025 compared to $269,000 in the same quarter<br> a year ago. |
| --- | --- |
Company Outlook
| ● | The<br> Company expects to continue the implementation of a go-to-market strategy with investments<br> in a new sales executive, realignment of its sales force, and digital advertising campaigns<br> to drive engagement. |
|---|---|
| ● | The<br> Company plans to focus on recurring revenue streams through the further development of the<br> platform-as-a-service (PaaS) model. |
| --- | --- |
| ● | The<br> Company aims to enhance the proprietary Xyvid Pro Platform by continuously introducing interactive<br> features to boost attendee engagement, integrating advanced data analytics, and improving<br> the platform’s scalability and flexibility. |
| --- | --- |
| ● | The<br> Company plans to identify, invest in, partner with, and acquire appropriate businesses that<br> offer complementary and strategic advantages to enhance overall competitiveness and growth. |
| --- | --- |
About TEN Holdings, Inc.
The Company is a provider of event 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 proprietary Xyvid Pro Platform. 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 about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, 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: the uncertainties related to market conditions and other factors discussed in the “Risk Factors” section of the Company’s registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) and its other SEC filings. 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 Contact:
Erica Scudilla
Email: hello@tenholdingsinc.com
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: info@skylineccg.com