TEN Holdings, Inc.（股票代碼：XHLD）於2026年7月24日提交8‑K申報，披露以下重大事項：

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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): July 20, 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,
 PA

  
 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 ☒

 

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
1.02 Termination of a Material Definitive Agreement.

 

Termination
of RyuShin Advisors LLC Advisory Agreement

 

On
July 20, 2026, TEN Holdings, Inc. (the “Company”) provided written notice to RyuShin Advisors LLC of its intent to terminate,
effective immediately, the Follow-On Offering Advisory Agreement, dated February 18, 2025, by and between the Company and RyuShin Advisors
LLC (the “RyuShin Agreement”). The Company has determined that the RyuShin Agreement and the Company’s rights under
the RyuShin Agreement are no longer necessary in light of the Company’s strategy going forward. The material terms of the RyuShin
Agreement are summarized in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Securities
and Exchange Commission (the “SEC”) on May 20, 2025. Such summary does not purport to be complete and is qualified in its
entirety by reference to the full text of the RyuShin Agreement, filed as Exhibit 10.21 to the above-referenced Quarterly Report on Form
10-Q and incorporated herein by reference.

 

Termination
of PeakValue, LLC Master Services Agreement

 

On
July 20, 2026, the Company provided written notice to PeakValue, LLC of its intent to terminate the Master Services Agreement, dated
February 18, 2025, by and between the Company and its operating entity, Ten Events, Inc., and PeakValue, LLC (the “PeakValue Agreement”).
The Company has determined that the PeakValue Agreement and the Company’s rights under the PeakValue Agreement are no longer necessary
in light of the Company’s strategy going forward. The material terms of the PeakValue Agreement are summarized in the Company’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 20, 2025. Such summary does not purport
to be complete and is qualified in its entirety by reference to the full text of the PeakValue Agreement, filed as Exhibit 10.22 to the
above-referenced Quarterly Report on Form 10-Q and incorporated herein by reference.

 

Termination
of Cherish Gloss Group Limited Capital Market Services Agreement

 

On
July 20, 2026, the Company provided written notice to Cherish Gloss Group Limited of its election to terminate, pursuant to the terms
thereof, the Capital Market Services Agreement, dated February 18, 2025, by and between the Company and Cherish Gloss Group Limited (the
“Cherish Gloss Agreement”). The Company has determined that the Cherish Gloss Agreement and the Company’s rights under
the Cherish Gloss Agreement are no longer necessary in light of the Company’s strategy going forward. The termination of the Cherish
Gloss Agreement is effective upon 90 days’ written notice, or on October 18, 2026. The material terms of the Cherish Gloss Agreement
are summarized in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 20,
2025. Such summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Cherish Gloss
Agreement, filed as Exhibit 10.23 to the above-referenced Quarterly Report on Form 10-Q and incorporated herein by reference.

 

Termination
of Jipsy Trade Limited Consultancy Agreement

 

On
July 20, 2026, the Company provided written notice to Jipsy Trade Limited of its election to terminate, pursuant to the terms thereof,
the Consultancy Agreement, dated February 18, 2025, by and between the Company and Jipsy Trade Limited (the “Jipsy Trade Agreement”).
The Company has determined that the Jipsy Trade Agreement and the Company’s rights under the Jipsy Trade Agreement are no longer
necessary in light of the Company’s strategy going forward. The termination of the Jipsy Trade Agreement is effective upon 30 days’
written notice, or on August 19, 2026. The material terms of the Jipsy Trade Agreement are summarized in the Company’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 20, 2025. Such summary does not purport to be complete
and is qualified in its entirety by reference to the full text of the Jipsy Trade Agreement, filed as Exhibit 10.24 to the above-referenced
Quarterly Report on Form 10-Q and incorporated herein by reference.

 

Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.

 

Departure
of Director

 

On
July 23, 2026, Mr. Yuji Ishida, a member of the Board of Directors (the “Board”) of the Company, notified the Board of
his resignation as a member of the Board, including his role as member and chair of the Audit Committee of the Board, effective immediately.
Mr. Ishida’s resignation was not due to any disagreement with the Company, its management, or the Board on any matter relating
to the Company’s operations, policies or practices.

 

  

  

 

 

Appointment
of Director

 

On
July 24, 2026, the Board appointed Mr. Kevin Cheong Jia Jin, effective immediately, to fill the vacancy on the Board created by the departure
of Mr. Ishida. Mr. Cheong Jia Jin will serve on the Board until the Company’s 2026 annual meeting of shareholders or until his
successor is duly elected and qualified or his earlier resignation or removal. The Board also appointed Mr. Cheong Jia Jin to serve as
a member of the Compensation Committee of the Board (the “Compensation Committee”).

 

As
compensation for service as a non-employee director Mr. Cheong Jia Jin will receive an annual cash retainer of $10,000.

 

The
Company also entered into its standard form of indemnification agreement with Mr. Cheong Jia Jin, pursuant to which the Company has agreed
to indemnify Mr. Cheong Jia Jin to the maximum extent of the coverage permitted by applicable law.

 

There
were no arrangements or understandings pursuant to which Mr. Cheong Jia Jin was appointed as a director or member of the Compensation
Committee and, since the beginning of the Company’s last fiscal year, Mr. Cheong Jia Jin has not engaged in any transaction with
the Company that would be reportable as a related person transaction under Item 404(a) of Regulation S-K.

 

The
Board has determined that Mr. Cheong Jia Jin will be “independent” as defined under applicable NASDAQ Marketplace Rules at
the time of his appointment.

 

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 24, 2026
 By:
 /s/
 Virgilio Torres

 
  
  
 Virgilio
 Torres

 
  
  
 Chief
 Executive Officer and Chief Financial Officer