0002030954 2025-01-01 2025-12-31 0002030954 2025-06-30 0002030954 2026-03-10 0002030954 2025-02-28 2025-01-01 2025-12-31 iso4217:USD shares iso4217:USD shares pure true FY 0002030954 10-K/A true 2025-12-31 --12-31 2025 false 001-42515 TEN Holdings, Inc. NV 99-1291725 1170 Wheeler Way Langhorne PA 19047 1.800 909.9598 Common Stock XHLD NASDAQ No No Yes Yes Non-accelerated Filer true true false false false false 4787341 0.0001 3997443 No annual report to security holders, proxy or information statement, or prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933 is incorporated by reference into this Amendment No. 1 on Form 10-K/A. TEN Holdings, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Original Filing”), filed with the Securities and Exchange Commission (the “SEC”) on March 18, 2026 (the “Original Filing Date”), to correct certain information in the Original Filing, as described in this Explanatory Note. The Company believes that none of such corrections, either individually or in the aggregate, are material. In addition, none of these changes requires a restatement of the Company’s financial statements included in the Original Filing, as the corrections only impact the “Executive Compensation” section of the Original Filing, and all relevant information is accurately reflected in the Company’s financial statements. The Company is filing this Amendment to: ●Update the Summary Compensation Table required by Part III, Item 11. Executive Compensation to (i) correct an error in the value of the option award granted to Mr. Virgilio D. Torres, (ii) correct scrivener errors in the number of shares, as adjusted for the Company’s 1-for-15 reverse stock split, effected December 1, 2025, underlying the option awards granted to Mr. Randolph Wilson Jones III and Mr. John M. Orobono Jr., and (iii) correct scrivener errors in the grant date fair value per share of option awards granted to named executive officers; ●Update the Outstanding Equity Awards at Fiscal Year-End Table required by Part III, Item 11. Executive Compensation to (i) adjust the column placement of the option awards granted to Mr. Randolph Wilson Jones III and Mr. Virgilio D. Torres and (ii) correct a scrivener error in the number of shares, as adjusted for the Company’s 1-for-15 reverse stock split, effected December 1, 2025, underlying the option award granted to Mr. John M. Orobono Jr.; and ●Update the disclosure under Part III, Item 11. Executive Compensation — Timing of Grants of Certain Equity Awards to correct the grant date fair value of the option award granted to Mr. Virgilio D. Torres on June 30, 2025. Except as described above, no other changes have been made to the Original Filing. We have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the Original Filing Date. This Amendment should be read in conjunction with the Original Filing and our other filings made with the SEC subsequent to the Original Filing Date. We have adopted a Compensation Recovery Policy effective as of February 2025 that complies with the Nasdaq’s clawback rules promulgated under the SEC’s Rule 10D-1. Under this policy, the Compensation Committee must determine and recover the excess compensation related to all incentive-based compensation that was paid to our executive officers based on financial statements that were subsequently restated. The policy provides that, if the Compensation Committee determines that there has been a material restatement of publicly issued financial results from those previously issued to the public, the Compensation Committee will review all incentive-based compensation made to executive officers during the three-year period prior to the restatement. If such payments would have been lower had they been calculated based on such restated results, the Compensation Committee will recoup the payments in excess of the amount that would have been received had it been determined based on the restated amounts. Additionally, the Sarbanes-Oxley Act of 2002 subjects incentive-based compensation and stock sale profits of our Chief Executive Officer and Chief Financial Officer to forfeiture in the event of an accounting restatement resulting from any non-compliance, as a result of their misconduct, with any financial reporting requirement under securities laws. Since January 1, 2025, we have not prepared any accounting restatements that would require recoupment of compensation under the Compensation Recovery Policy. We do not have any formal policies regarding the timing of awards of options in relation to the disclosure of material nonpublic information. On June 30, 2025, we granted Virgilio D. Torres an option to purchase 323,884 shares of the Company’s common stock with an exercise price of $0.36. As a result of the Company’s 1-for-15 reverse stock split, effected on December 1, 2025, the number of shares issuable upon the exercise of this option was reduced to 21,592, with an exercise price of $5.40 per share. On July 2, 2025, we filed a Current Report on Form 8-K announcing that the Company had received deficiency letters from the Listing Qualifications Department of Nasdaq. Accordingly, the June 30, 2025 grant occurred during a period beginning four business days before the filing of a Form 8-K that disclosed material nonpublic information and ending one business day after the filing of such report. The table below provides the information required by Item 402(x) of Regulation S-K: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1pt solid; font-weight: bold">Name</td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">Grant Date</td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">Number of securities underlying the award</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">Exercise price of the award ($/Sh)</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">Grant date fair value of the award</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; text-align: center">Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information</td><td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 26%; text-align: left">Virgilio D. Torres, Chief Financial Officer, Secretary and Director</td><td style="width: 2%"> </td> <td style="text-align: center; width: 10%">June 30, 2025</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 10%; text-align: right">21,592</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 10%; text-align: right">5.40</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 10%; text-align: right">2.58</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 16%; text-align: right">6.34</td><td style="width: 1%; text-align: left">%</td></tr> </table> If we grant additional options in the future, it is anticipated that the Board will take material nonpublic information into account when determining the timing and terms of such an award, with the goal being to not grant such awards close in time to the release of any material nonpublic information. We have never timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Virgilio D. Torres, Chief Financial Officer, Secretary and Director 21592 5.40 2.58 0.0634 If we grant additional options in the future, it is anticipated that the Board will take material nonpublic information into account when determining the timing and terms of such an award, with the goal being to not grant such awards close in time to the release of any material nonpublic information. true false false