UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-42515

TEN Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada

99-1291725

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1170 Wheeler Way

Langhorne, PA 19047

(Address of principal executive offices) (Zip Code)

1.800.909.9598

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 30, 2025, there were 44,592,464 shares of common stock, par value $0.0001 per share, outstanding.

TEN Holdings, Inc.

Form 10-Q

For the Quarterly Period Ended September 30, 2025

Contents

		Page
Part I	Financial Information	1

Item 1	Financial Statements	1

	Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	1

	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	2

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)	5

	Notes to Unaudited Condensed Consolidated Financial Statements	6

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3	Quantitative and Qualitative Disclosures about Market Risk	29

Item 4	Controls and Procedures	29

Part II	Other Information	30

Item 1	Legal Proceedings	30

Item 1A	Risk Factors	30

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 3	Defaults Upon Senior Securities	31

Item 4	Mine Safety Disclosures	31

Item 5	Other Information	31

Item 6	Exhibits	32

Signatures		33

TEN Holdings, Inc.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

TEN HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

	September 30,			December 31,
	2025			2024
	(Unaudited)			(Audited)
ASSETS
Current Assets:
Cash and cash equivalents	$	310		$	48
Accounts receivable, net		538			515
Advance - related party		2,102			—
Prepaid expenses and other current assets		207			1,224
Total Current Assets		3,157			1,787
Non-current Assets:
Advance - non-current - related party		2,624			—
Property and equipment, net		183			219
Operating lease right-of-use assets, net		475			530
Intangible assets, net		4,307			3,888
Total Non-current Assets		7,589			4,637
Total Assets	$	10,746		$	6,424

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	505		$	634
Accrued expenses		1,109			1,053
Deferred revenue		256			147
Current portion of operating lease liabilities		78			71
Short-term loans - related party		4,572			5,617
Total Current Liabilities		6,520			7,522
Non-current Liabilities:
Non-current operating lease liabilities		442			502
Total Non-current Liabilities		442			502
Total Liabilities		6,962			8,024
Shareholders’ Equity:
Preferred stock; $0.0001 par value – 1,000,000 shares authorized as of September 30, 2025 and December 31, 2024 ; No shares issued or outstanding as of September 30, 2025 and December 31, 2024		-			-
Common stock, $0.0001 par value – 250,000,000 shares authorized as of September 30, 2025 and December 31, 2024; 36,637,646 and 25,689,130 shares issued and outstanding as of September 30, 2025 and December 31, 2024		7			5
Additional paid-in capital		15,306			317
Accumulated deficit		(11,529	)		(1,922	)
Total Shareholders’ Equity (Deficit)		3,784			(1,600	)
Total Liabilities & Shareholders’ Equity	$	10,746		$	6,424

The accompanying notes are an integral part of the consolidated financial statements.

TEN HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

(Unaudited)


	Three Months Ended Sep 30,						Nine Months Ended Sep 30,
	2025			2024			2025			2024
Revenue	$	543		$	535		$	2,398		$	2,686
Cost of revenue		138			109			499			534
Gross profit		405			426			1,899			2,152
Operating expenses:
Selling, General and Administrative Expenses		2,185			1,311			9,504			3,759
Depreciation expenses		147			14			443			41
Total operating expenses		2,332			1,325			9,947			3,800
Loss from operations		(1,927	)		(899	)		(8,048	)		(1,648	)
Other income (expenses), net		(1	)		(23	)		(1,351	)		(26	)
Interest expenses, net		(59	)		(62	)		(208	)		(136	)
Loss before income taxes		(1,987	)		(984	)		(9,607	)		(1,810	)
Income tax credit		—			(9	)		—			(9	)
Net Loss	$	(1,987	)	$	(975	)	$	(9,607	)	$	(1,801	)
Net loss per share attributable to common shareholders, basic and diluted	$	(0.10	)	$	(0.04	)	$	(0.31	)	$	(0.07	)
Weighted-average number of common stocks outstanding used to compute net loss per share, basic and diluted		20,567,937			25,000,000			31,095,401			25,000,000

The accompanying notes are an integral part of the consolidated financial statements.

TEN HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIENCY)

(in thousands, except share data)

(Unaudited)


	Stock Class				Additional					Total Stockholders’
	Common Stocks				Paid-In		Accumulated			Equity
	Shares		Amount		Capital		deficit			(Deficit)
Balance, June 30, 2025		35,117,037	$	6	$	14,879	$	(9,542	)	$	5,343
Shares issued for cash		1,458,859		1		425		-			426
Issuance of underwriter shares		61,750		-		-		-			-
Stock-based compensation		-		-		2		-			2
Net loss		-		-		-		(1,987	)		(1,987	)
Balance, September 30, 2025		36,637,646	$	7	$	15,306	$	(11,529	)	$	3,784

	Stock Class				Additional					Total Stockholders’
	Common Stocks				Paid-In		Accumulated			Equity
	Shares		Amount		Capital		deficit			(Deficit)
Balance, December 31, 2024		25,689,130	$	5	$	317	$	(1,922	)	$	(1,600	)
Issuance of shares upon initial public offering, net off offering costs		1,667,000		-*		7,842		-			7,842
Stock-based compensation		-		-		3,517		-			3,517
Issuance of shares in connection with consulting agreement		1,337,312		-		-		-			-
Issuance of shares in settlement of claims, pursuant to Section 3(a)(10)		5,541,450		1		3,205		-			3,206
Issuance of shares in settlement of claims		5,541,450		1		3,205		-			3,206
Share issued for cash		2,341,004		1		425		-			426
Issuance of underwriter shares		61,750		-		-		-			-
Net loss		-		-		-		(9,607	)		(9,607	)
Balance, September 30, 2025		36,637,646	$	7	$	15,306	$	(11,529	)	$	3,784

*	Less than $1

	Stock Class				Additional					Total Stockholders’
	Common Stocks				Paid-In		Accumulated			Equity
	Shares		Amount		Capital		deficit			(Deficit)
Balance, June 30, 2024		25,000,000	$	5	$	—	$	222		$	227
Net loss		-		-		-		(975	)		(975	)
Balance, September 30, 2024		25,000,000	$	5	$	—	$	(753	)	$	(748	)

	Stock Class				Additional					Total Stockholders’
	Common Stocks				Paid-In		Accumulated			Equity
	Shares		Amount		Capital		deficit			(Deficit)
Balance, December 31, 2023		25,000,000	$	5	$	—	$	1,046		$	1,051
Balance		25,000,000	$	5	$	—	$	1,046		$	1,051
Net loss		-		-		-		(1,799	)		(1,801	)
Balance, September 30, 2024		25,000,000	$	5	$	—	$	(753	)	$	(748	)
Balance		25,000,000	$	5	$	—	$	(753	)	$	(748	)

The accompanying notes are an integral part of the consolidated financial statements.

TEN HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Nine Months Ended September 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(9,607	)	$	(1,801	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		444			40
Noncash lease expenses		56			53
Noncash interest expenses		207			—
Stock-based compensation		3,517			—
Loss on extinguishment of debt		1,345			—
Changes in operating assets and liabilities:
Accounts receivable		(23	)		(33	)
Advance - related party		(4,726	)		—
Prepaid expenses and other assets		(11	)		52
Income tax receivable		—			91
Accounts payable		(136	)		(50	)
Accrued expenses		(157	)		35
Deferred revenue		109			(105	)
Operating lease liabilities		(53	)		(47	)
Net cash used in operating activities		(9,035	)		(1,763	)
Cash flows from investing activities:
Purchase of property and equipment		-			(36	)
Purchase of capitalized internal-use software		(828	)		(781	)
Net cash used in investing activities		(828	)		(817	)
Cash flows from financing activities
Proceeds from short-term loans - related party		2,827			3,274
Repayments of short-term loans - related party		(2,000	)		-
Proceed from issuance of shares		9,326			-
Payment for deferred offering costs		(28	)		(794	)
Net cash provided by financing activities		10,125			2,480
Net change in cash and cash equivalents		262			(100	)
Cash and cash equivalents at beginning of period

SEC Form 10-Q filed by TEN Holdings Inc.