TEN Holdings, Inc.

S-11 forms-1.htm S-1

As filed with the U.S. Securities and Exchange Commission on April 6, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

****Washington, D.C. 20549

FORM S-1

****REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TEN Holdings, Inc.

****(Exact name of registrant as specified in its charter)

1170 Wheeler Way

Langhorne, PA 19047

1.800.909.9598

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Virgilio D. Torres

Chief Financial Officer

1170 Wheeler Way

Langhorne, PA 19047

1.800.909.9598

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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.

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the United States Securities and Exchange Commission declares the registration statement, of which this prospectus forms a part, effective. This preliminary prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 6, 2026

PRELIMINARY PROSPECTUS

TEN Holdings, Inc.

Shares of Common Stock

TEN Holdings, Inc. (“TEN,” the “Company,” “we,” “us,” or “our”) is offering shares of our common stock, par value $0.0001 per share (our “Common Stock”). We expect a public offering price of $ to $ per share, for an aggregate offering price of $ to $ , or $ to $ if the Underwriter (as defined below) exercises its Over-Allotment Option (as defined below) in full.

The offering is being underwritten on a firm commitment basis. The public offering price per share will be determined through negotiations between the Company and Network 1 Financial Securities, Inc. (the “Underwriter”) at the time of pricing based on our historical performance and capital structure, prevailing market conditions, and the assessment of our business and may be at a discount to the current market price of our Common Stock. The recent market prices referenced in this prospectus (the “Prospectus”) may not be indicative of the actual public offering price of our shares.

Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “XHLD.” The last reported sale price of our Common Stock on the Nasdaq on April 2, 2026, was $1.51 per share.

You should read this entire Prospectus, together with additional information described under “Additional Information,” carefully before you invest in any of our securities.

We are a smaller reporting company under Rule 405 of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), and, as such, have elected to comply with certain scaled or reduced public company disclosure requirements for this Prospectus and the documents incorporated herein by reference.

We have granted the Underwriter an over-allotment option (“Option” or “Over-Allotment Option”) for a period of up to 45 days from the effective date of the registration statement (the “Registration Statement”) of which this Prospectus forms a part to purchase up to additional shares of our Common Stock. If the Underwriter exercises the Over-Allotment Option in full, the total underwriting discounts and commissions payable by us will be $ , and the total proceeds to us, before expenses, will be $ .

Investing in shares of our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 5 for more information on these risks. You should review that section of this Prospectus for a discussion of matters that investors should carefully consider before purchasing shares of our Common Stock.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense.

The Underwriter expects to deliver the shares of Common Stock against payment on or about , 2026.

Network 1 Financial Securities

The date of this Prospectus is April , 2026.

TABLE OF CONTENTS

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This Prospectus is a part of a Registration Statement on Form S-1 that we filed with the SEC under the Securities Act, which includes exhibits that provide more information regarding the matters discussed in this Prospectus. This Prospectus provides you with a general description of the Company and the shares of Common Stock we are offering. Also, we incorporate by reference into this Prospectus certain documents and other information we have filed with the SEC. You should carefully read this Prospectus, as well as additional information described under “Additional Information” and “Incorporation of Documents by Reference,” before deciding to invest in our securities.

We have not authorized anyone to provide you with any information or to make any representations other than as contained in this Prospectus. We neither take any responsibility for, nor can provide any assurance about, the reliability of any information that others may give you. You should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the cover of this Prospectus. Our business, financial condition, results of operations, future growth prospects and other information in this Prospectus may have changed since that date.

This Prospectus is not an offer to sell, and it is not a solicitation of an offer to buy, securities in any jurisdiction in which the offer or sale is not permitted. The distribution of this Prospectus and the offer or sale of the securities offered hereby in certain jurisdictions is restricted by law. This Prospectus may not be used for, or in connection with, and does not constitute, any offer to, or solicitation by, anyone in any jurisdiction or under any circumstance in which such an offer or solicitation is not authorized or is unlawful. Recipients must not distribute this Prospectus into jurisdictions where such distribution would be unlawful.

For investors outside the United States, we are offering to sell, and seeking offers to buy, shares of our Common Stock only in jurisdictions where offers and sales are permitted. Neither we nor the Underwriter have done anything that would permit this offering or possession or distribution of this Prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourself about, and observe any restrictions relating to, this offering and the distribution of this Prospectus outside the United States.

In this Prospectus, unless the context otherwise requires, references to “TEN,” the “Company,” “we,” “our,” or “us,” refer to TEN Holdings, Inc., a Nevada corporation, and its subsidiaries.

Our logo, trademarks and service marks are the property of the Company. Other trademarks or service marks appearing in this Prospectus are the property of their respective holders. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this Prospectus may appear without the TM, SM, ® or © symbols, but such references are not intended to indicate, in any way, that we or any third-party will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights.

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