TEN Holdings, Inc.

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

Use of Proceeds from Initial Public Offering of Common Stock

On February 7, 2025, the SEC declared effective the Registration Statement on Form S-1, as amended (File Number 333-282621), for our initial public offering (the “IPO”), (the “IPO Registration Statement”). There has been no change to the information provided under “Use of Proceeds” in Part II, Item 2 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025

Sales of Unregistered Securities

During the three months ended September 30, 2025, we issued (i) 1,458,859 shares of common stock to Lincoln Park for a price of weighted average price of $0.29 per share, or an aggregate of $424,736, pursuant to the terms of our ELOC and (ii) 83,350 shares of common stock to Bancroft Capital, LLC (“Bancroft”) upon exercise of warrants granted to Bancroft in connection with the IPO for an exercise price of $7.20 per share, or an aggregate of $600,120. These shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act based upon certain factual representations received from Lincoln Park and Bancroft.