Director — Gan Yong Sheng: A director is choosing not to stand for re-election at the end of their term, which is a standard board turnover event rather than a sudden executive loss.

Notice of Delisting or Failure to Satisfy a Continued Rule or Standard; Transfer of Listing. On August 28, 2026, TEN Holdings, Inc. (the “Company”) notified The Nasdaq Stock Market LLC (“Nasdaq”) that, due to the resignation of Mr. Yuji Ishida from the Company’s Board of Directors (the “Board”) and the Audit Committee of the Board (the “Audit Committee”), the Company was not in compliance with Nasdaq Listing Rule 5605(c)(2) (the “Rule”), which requires, among other things, the Audit Committee…

Results of Operations and Financial Condition. On August 10, 2026, TEN Holdings, Inc. issued a press release to announce its financial results for the quarter ended June 30, 2026. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information disclosed under Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise sub…

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 RyuShi…

Director — Mr. Yuji Ishida: Mr. Yuji Ishida resigned as a member of the Board and was succeeded by Mr. Kevin Cheong Jia Jin.

Notice of Delisting or Failure to Satisfy a Continued Rule or Standard; Transfer of Listing. As previously disclosed on the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 26, 2026 (the “Original Filing”), TEN Holdings, Inc. (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it was not in compliance with Nasdaq Listing Rule 55…

Chief Executive Officer — Mr. Torres: Mr. Torres was promoted to Chief Executive Officer with significant compensation increases.

Entry into a Material Definitive Agreement On June 26, 2026, TEN Holdings, Inc. (the “Company,” “TEN Holdings,” “we,” or “our”) entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with WestPark Capital, Inc. (the “Placement Agent”), pursuant to which the Placement Agent agreed to serve as the exclusive placement agent for the Company in a registered direct offering by the Company to the Placement Agent (the “Offering”) of an aggregate of 7,500,000 shares (the “Shares”…

Entry into a Material Definitive Agreement. Stock Purchase Agreement On May 22, 2026, TEN Holdings, Inc. (the “ Company ”) entered into a Stock Purchase Agreement (the “ Purchase Agreement ”) with the purchaser named therein (the “ Investor ”), pursuant to which the Company issued 500,000 shares (the “ Shares ”) of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), for gross proceeds of approximately $500,000. The Shares were issued in a private placement exempt f…

Notice of Delisting or Failure to Satisfy a Continued Rule or Standard; Transfer of Listing. On May 26, 2026, the Company received a deficiency letter from the Listing Qualifications Department (the “ Staff ”) of The Nasdaq Stock Market LLC (“ Nasdaq ”), notifying the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “ Equity Standard ”), which requires the Company to maintain a minimum of $2,500,000 in stockholders’ equity. The deficiency letter does not result in…

The Shares were issued to the Investor, who has represented to the Company that is not a person who is in the United States, in a private placement pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act.

Chief Executive Officer and Chairman of the Board — Mr. Randolph Jones: Mr. Randolph Jones stepped down as CEO and Chairman with a named successor.

Results of Operations and Financial Condition. On March 18, 2026, TEN Holdings, Inc. issued a press release to announce its financial results for the quarter and year ended December 31, 2025. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information disclosed under Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or o…

Director and independent Chair of the Board — Mr. Naoaki Mashita: Mr. Mashita resigned as a member of the Board and independent Chair, creating a significant leadership change.

The Shares were, or will be, issued to the Investors in a private placement pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder.

Entry into a Material Definitive Agreement. Stock Purchase Agreements On December 22, 2025, TEN Holdings, Inc. (the “ Company ”) entered into Stock Purchase Agreements (the “ Purchase Agreements ”) with each of the purchasers named therein (together, the “ Investors ”), pursuant to which the Company issued, or will issue, an aggregate of 991,000 shares of the Company’s common stock, par value $0.0001 per share (the “ Shares ”), for gross proceeds of approximately $2.25 million. The Shares wer…

The company entered into new employment agreements with the CEO and CFO, including severance benefits in case of a change in control.

Director — Mr. Yuji Ishida, Mr. Gan Yong Sheng: The Board appointed new directors to fill vacancies.

Entry into a Material Definitive Agreement. On April 23, 2025, TEN Holdings, Inc. (the “Company”) entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”) with Sunpeak Holdings Corporation (“SHC”), which became effective on April 30, 2025, to settle certain outstanding obligations owed by the Company. Pursuant to the Settlement Agreement, SHC has agreed to purchase certain outstanding payables owed by the Company to designated creditors of the Company totaling approxim…

Unregistered Sales of Equity Securities.

Entry into a Material Definitive Agreement. On October 21, 2025, TEN Holdings, Inc. (the “Company”) entered into a digital reseller program agreement (the “Agreement”) with Xcyte Digital Corporation (“Xcyte”), pursuant to which the Company has the right to integrate, bundle, and resell Xcyte’s conferencing products and services into the Company’s offerings to its current and future customers. The Agreement, which has an initial term of three years (the “Initial Term”), provides for automatic…

Results of Operations and Financial Condition. On August 14, 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.

Entry into a Material Definitive Agreement. On July 18, 2025, TEN Holdings, Inc. (the “Company”) entered into a market awareness agreement (the “MCA Agreement”), dated as of June 27, 2025, by and between MicroCap Advisory, LLC (the “MC Advisor”), a Florida company, pursuant to which agreement the Company engaged the MC Advisor to provide investor communications and market awareness services for a six-month term. According to the MCA Agreement, the MC Advisor will develop and implement a multi…

Chief Financial Officer and Director — Virgilio D. Torres: Mr. Torres was promoted to Chief Financial Officer and appointed as a director.

Notice of Delisting or Failure to Satisfy a Continued Rule or Standard; Transfer of Listing. On June 30, 2025, TEN Holdings, Inc. (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that for the last 30 consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Mark…