Exhibit 10.1
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
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 30, 2025, the board of directors of TEN Holdings, Inc. (the “Company”) appointed Mr. Virgilio D. Torres (“Mr. Torres”), age 35, to serve as the new Chief Financial Officer of the Company, with effect from June 30, 2025.
From March 2022 to March 2025, Mr. Torres served as the vice president for finance at Obsess Inc., where he built and scaled the finance function, implemented financial controls and revenue recognition processes, and supported fundraising efforts. From September 2020 to March 2022, he was a senior manager at Exactera LLC, where he led financial operations and supported board and investor communications. From July 2019 to September 2020, he was a manager at Blue Apron Holdings Inc., where he oversaw financial planning, budgeting, and fundraising efforts. Mr. Torres received his bachelor’s degree in finance from Pace University in 2013.
In connection with his appointment as the Chief Financial Officer, the Company and Mr. Torres entered into an Employment Agreement (the “Employment Agreement”), pursuant to which Mr. Torres will receive (i) an annual salary of $265,000, minus applicable taxes; (ii) an annual bonus of up to 25% of the salary, depending on the business performance; (iii) 1% stock options of TEN Holdings, Inc., totaling 323,884 stock options; and (iv) certain benefit plans and a 401(k) retirement plan. The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
On June 30, 2025, the Company entered into an indemnification agreement (the “Indemnification Agreement”) with Mr. Torres. Pursuant to the Indemnification Agreement, the Company has agreed to indemnify Mr. Torres to the maximum extent of the coverage permitted by applicable law. The foregoing summary of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the Indemnification Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
There are no family relationships between Mr. Torres and any director or executive officer of the Company. To the best knowledge of the Company, there is no understanding or arrangement between Mr. Torres and any other person pursuant to which Mr. Torres was appointed as the Chief Financial Officer of the Company. To the best knowledge of the Company, neither Mr. Torres nor any of his immediate family members is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On June 30, 2025, the Company issued a press release to announce the appointment of Mr. Torres as the new Chief Financial Officer. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
Exhibit Number |
Exhibit | |
| 10.1 | Employment Agreement by and between the Company and Mr. Torres | |
| 10.2 | Indemnification Agreement by and between the Company and Mr. Torres | |
| 99.1 | Press Release “TEN Holdings, Inc. Announces Appointment of New Chief Financial Officer” | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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 1, 2025 | By: | /s/ Randolph Wilson Jones III |
| Randolph Wilson Jones III | ||
| Chief Executive Officer and Director | ||
| 3 |
Exhibit 10.1
Exhibit 10.2
Exhibit 99.1
TEN Holdings, Inc. Announces Appointment of New Chief Financial Officer
Langhorne, PA, June 30, 2025 – TEN Holdings, Inc. (NASDAQ: XHLD) (“TEN Holdings” or the “Company”), a provider of event planning, production, and broadcasting services, today announced the appointment of Virgilio D. Torres as Chief Financial Officer, effective June 30, 2025.
Mr. Torres is an accomplished corporate finance professional with experience leading organizations through mergers and acquisitions, capital raises, and the execution of complex financial strategies. He has managed financial operations across both public and private companies. Most recently, he served as Vice President of Finance at Obsess Inc., where he led the company’s financial strategy and oversaw various transactions, including debt financing and a successful acquisition by a strategic buyer. Among other things, Mr. Torres, developed Obsess Inc.’s revenue recognition framework and financial models, launched an internal accounts payable system, and drafted the company’s accounting memos. In addition, he oversaw all accounting functions to ensure compliance with GAAP and external audit standards, leading the organization through multiple independent audits.
Before joining Obsess Inc., Mr. Torres served as Senior Manager of Corporate Finance and Strategy at Exactera LLC, where he was responsible for managing the merger and acquisition pipeline and capital raising efforts. He also developed and managed the organization’s annual budget and quarterly forecasts. Prior to his work in corporate finance, Mr. Torres spent over 5 years in investment banking where he originated, structured and executed complex transactions, including high yield and investment grade bonds to facilitate M&A, corporate development, dividend recapitalization, and refinancings.
“We are pleased to announce the appointment of Mr. Torres to Chief Financial Officer of our Company and I am confident that his background and experience in accounting operations, corporate finance, capital raising, and mergers and acquisitions will give us the knowledge and skillset that will assist our Company in building a solid relationship and reputation with banking institutions and the investment community,” commented Randy Jones, Chief Executive Officer of TEN Holdings, Inc. “As we continue to execute on our company strategy, I am confident that we have found a qualified individual that can help us build a financial foundation and assist with our capital raising and future acquisition efforts to enhance our value and make well-informed financial and operations decisions to drive shareholder wealth.”
“I am very excited about the opportunity to join TEN Holdings, Inc. as the new Chief Financial Officer. I look forward to working with the rest of the management team to build upon the success of the Company and to utilize my skills and background in capital raising, financial operations, and mergers and acquisitions, to successfully execute on the business and financial strategy of the organization,” stated Virgilio D. Torres, Chief Financial Officer.
Mr. Torres graduated from Pace University in New York City with a Bachelor of Business Administration in Finance and a minor in Economics and Statistics.
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: [email protected]
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: [email protected]