TEN Holdings, Inc.
For the period ended Sep 30, 2026. Filed Nov 6, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 6, 2026
XHLD$0.58+16.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001493152-26-036861
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-06.
0001493152-26-050545
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 95 previous paragraphs and 93 current paragraphs.
53 unchanged; 25 reworded; 14 added; 17 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 9 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
The Company is a technology-driven provider of digital experience, enterprise communications, and audience engagement solutions designed to help organizations connect, communicate, and engage with their customers, employees, partners, and other stakeholders. Through its technology offerings and complementary professional services, the Company supports a range of business applications, including virtual and hybrid events, corporate communications, marketing and demand generation, customer engagement, training and continuing education, and digital content delivery.
Current report
The Company is transitioning from a predominantly event-driven services business towards a broader, platform-oriented technology model. As part of this strategy, the Company has introduced its TEN platform, which we expect will provide organizations with a unified environment for managing digital experiences, delivering content, facilitating audience engagement, and accessing related analytics. The Company intends to continue expanding its platform capabilities and integrating additional functionality to support recurring enterprise use cases beyond individual events.
Current report
In addition to its technology offerings, the Company provides managed production, broadcasting, livestreaming, and event-related professional services for virtual, hybrid, and physical experiences. These services complement the Company’s technology solutions and allow customers to choose between self-service capabilities and fully managed engagements.
Current report
As of the date of this Quarterly Report on Form 10-Q, the Company continues to generate a substantial portion of its revenue from virtual and hybrid events and related managed services delivered primarily to corporate customers. The Company is pursuing opportunities to increase recurring platform-based revenue and diversify its revenue streams through broader enterprise adoption of its technology solutions. We experienced an increase in our total revenue in the third quarter of fiscal year 2026, mainly due to the completion of customer transactions initiated in prior periods, along with revenue contributions from new customers acquired during the current period. For the nine months ended September 30, 2026 and 2025, we had total revenue of approximately $2.2 million and $2.4 million, respectively, and net loss of approximately $9.6 million and $9.6 million, respectively. For the nine months ended September 30, 2026 and 2025, the revenue generated from platform usage was approximately $1.7 million and $2.1 million, respectively, accounting for approximately 76% and 86% of our total revenue, respectively; and the revenue generated from professional and managed services was approximately $0.5 million and $0.3 million, respectively, accounting for approximately 24% and 14% of our total revenue, respectively.
Current report
Our mission is to empower organizations to connect people, content, and technology through integrated digital experiences that strengthen communication, engagement, and collaboration. Our long-term objective is to establish TEN Holdings as a leading enterprise digital experience platform, supporting how organizations engage their audiences across marketing, customer relationships, internal communications, education, and other business-critical interactions.
Current report
Revenue increased by $0.1 million, or 17.9 %, to $0.6 million. The increase was primarily driven by the completion of customer transactions initiated in prior periods, along with revenue contributions from new customers acquired during the current period.
Current report
Cost of revenue increased by $0.1 million, or 89.1%, to $0.3 million, driven by a higher number of physical events held during the three months ended September 30, 2026 compared to the same period in 2025.
Current report
SG&A expenses increased by $1.9 million, or 88.2%, to $4.1 million, primarily driven by a $1.8 million write-off of previously capitalized service contracts that had been subject to amortization. The Company also incurred approximately $0.5 million in legal expenses related to ongoing investigations and related legal matters. Excluding these non-recurring expenses, SG&A expenses would have decreased by $0.4 million, representing an improvement of 18% compared to the prior-year period.
Current report
Depreciation and Amortization Expense
Current report
Other income (expenses), net was net income of $0.012 million for the three months ended September 30, 2026, compared with net expense of $0.001 million for the same period in 2025. Net income for the three months ended September 30, 2026 primarily consisted of a gain on a lease modification.
Current report
Revenue decreased by $0.2 million, or 7.3%, to $2.2 million, primarily reflecting the Company’s ongoing transition from a managed services provider (MSP) model to a Software-as-a-Service (SaaS) model, which has resulted in changes to the timing and recognition of revenue. Despite this transition, the Company’s customer engagement and transaction activity remain strong.
Current report
SG&A expenses increased by $1.6 million, or 16.8%, to $11.1 million. The increase was primarily attributable to the write-off of previously capitalized service contracts, additional legal expenses associated with ongoing investigations and related legal matters, and non-cash expenses, including stock-based compensation recognized during the current year. These expenses contributed to the year-over-year increase in SG&A, partially offset by improvements in the Company’s underlying operating cost structure.
Current report
Depreciation and Amortization Expense
Current report
Other income (expenses), net was net other income of approximately $0.05 million for the nine months ended September 30, 2026 compared to a net expense of $1.4 million for the nine months ended September 30, 2025. The decrease was primarily attributable to changes in the classification of certain public company-related expenses, which were previously recorded within other expenses but are now recognized in their appropriate general ledger accounts and corresponding expense categories, resulting in a year-over-year variance.
Removed paragraphs (17)
Previous report
Our mission is to deliver top-tier planning, production, and broadcasting services for virtual, hybrid, self-service, and physical events. Our goal is to become a global leader in innovative virtual events that enhance engagement and connectivity, making impactful and memorable experiences accessible to all.
Previous report
Revenue
Previous report
(in thousands, except change % data)
Previous report
Revenue
Previous report
Revenue decreased by $0.4 million, or 34.5%, to $0.7 million. The decrease was primarily driven by less revenue from one of our largest customers, while also having a significant number of opportunities shift to the third quarter of fiscal year 2026 and the related revenue to be recognized then.
Previous report
Cost of Revenue
Previous report
Cost of revenue decreased by $0.07 million, or 40.6%, to $0.1 million, reflecting a decrease in direct costs resulting from a decrease in related revenue.
Previous report
SG&A expenses increased by $1.5 million, or 67.6%, to $3.6 million, primarily due to an increase in professional fees.
Previous report
Depreciation Expense
Previous report
Other income (expense), net changed from expense of $1.4 million during the three months ended June 30, 2025 to income of $0.04 million during the three months ended June 30, 2026. The change primarily resulted from the expenses incurred in connection with the entry by the Company into a Settlement Agreement and Stipulation with Sunpeak Holdings Corporation (the “Settlement Agreement”) during the three months ended June 30, 2025, which were non-recurring.
Previous report
(in thousands, except change % data)
Previous report
Revenue
Previous report
Revenue decreased by $0.3 million, or 14.6%, to $1.6 million. The decrease was primarily driven by lesser expected revenue coming from one of our largest customers, while also having a significant number of opportunities shift to the third quarter of fiscal year 2026 and the related revenue to be recognized then.
Previous report
Cost of Revenue
Previous report
SG&A expenses decreased by $0.3 million, or 4.5%, to $7.0 million. The decrease was primarily due to lower stock-based compensation expenses recognized during the six months ended June 30, 2026, partially offset by an increase in professional fees.
Previous report
Depreciation Expense
Previous report
Other income (expenses), net changed from expense of $1.4 million during the six months ended June 30, 2025 to income of $0.04 million during the six months ended June 30, 2026. The change primarily resulted from the expenses incurred in connection with the entry into the Settlement Agreement during the six months ended June 30, 2025 which were non-recurring.
Reworded paragraphs (25)
Previous wording
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 3b-6 promulgated thereunder. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to: any projections of earnings, revenue, or other financial items; any statements regarding the adequacy, availability, and sources of capital, any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “might,” “will,” “should,” “would,” “could,” “likely,” “estimate,” “intend,” “continue,” “future,” “potential,” “believe,” “expect,” “plan,” “project,” “target,” “forecast,” “outlook,” or “anticipate,” and other similar words or phrases. In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ materially from those contained in the forward-looking statements include those factors set forth in the “Risk Factors” section included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 18, 2026 (the “Annual Report”).
Current wording
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 3b-6 promulgated thereunder. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to: any projections of earnings, revenue, or other financial items; any statements regarding the adequacy, availability, and sources of capital; any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “might,” “will,” “should,” “would,” “could,” “likely,” “estimate,” “intend,” “continue,” “future,” “potential,” “believe,” “expect,” “plan,” “project,” “target,” “forecast,” “outlook,” or “anticipate,” and other similar words or phrases. In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ materially from those contained in the forward-looking statements include those factors set forth in the “Risk Factors” sections included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 18, 2026, as amended on September 10, 2026 (the “Annual Report”) and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 10, 2026, and the risks discussed in this Quarterly Report on Form 10-Q.
Previous wording
TEN Holdings, Inc. (the “Company,” “TEN Holdings,” “we,” “us,” or “our”), headquartered in Langhorne, Pennsylvania, was incorporated on February 12, 2024, in Pennsylvania to serve as the holding company for TEN Events, Inc. (“TEN Events”), an operating subsidiary incorporated in Pennsylvania in May 2011. Through TEN Events, the Company delivers technology-enabled event engagement and digital communications solutions that help organizations create, manage, and distribute virtual, hybrid, self-service, and in-person experiences. Our offerings combine proprietary software, production capabilities, and managed services to support enterprise customers throughout the event lifecycle, including content delivery, audience engagement, webinar management, and continuing education programs. Following our corporate restructuring completed during fiscal 2023, we expanded our capabilities to include in-person event production, live streaming, and multimedia content capture, further enhancing our integrated technology offering. As of the date of this Quarterly Report on Form 10-Q, we primarily generate revenue from subscriptions and usage of our technology offering, as well as related professional and managed services provided to enterprise customers. We experienced a decrease in our total revenue in the second quarter of fiscal year 2026, mainly due to less the expected revenue coming from one of our largest customers, while also having a significant number of opportunities shift to the third quarter of fiscal year 2026. For the six months ended June 30, 2026 and 2025, we had total revenue of approximately $1.6 million and $1.9 million, respectively, and net loss of approximately $5.9 and $7.6 million, respectively. For the six months ended June 30, 2026 and 2025, the revenue generated from platform usage was approximately $1.3 million and $1.6 million, respectively, accounting for approximately 79.5% and 85.6% of our total revenue, respectively; and the revenue generated from professional and managed services was approximately $0.3 million and $0.3 million, respectively, accounting for approximately 20.5% and 14.4% of our total revenue, respectively.
Current wording
TEN Holdings, Inc. (the “Company,” “TEN Holdings,” “we,” “us,” or “our”), headquartered in New York, New York, was incorporated on February 12, 2024, in Pennsylvania to serve as the holding company of TEN Events, Inc. (“TEN Events”), an operating subsidiary incorporated in Pennsylvania in May 2011. On July 24, 2024, the Company changed its state of incorporation from Pennsylvania to Nevada.
Previous wording
Depreciation and amortization expenses decreased by $0.1 million, or 92.6%, to $0.01 million. The decrease was primarily due to the impairment loss recognized on the software during the year ended December 31, 2025, as the Company no longer had any software assets subject to amortization during the three months ended June 30, 2026.
Current wording
Depreciation and amortization expenses decreased by $0.1 million, or 93.2%, to $0.01 million. The decrease was primarily due to the impairment loss recognized on the software during the year ended December 31, 2025, and the Company no longer had any software assets subject to amortization during the three months ended September 30, 2026.
Previous wording
Interest expenses decreased by $0.05 million, or 65.0%, to $0.03 million, primarily due to a lower outstanding short-term loan balance during the three months ended June 30, 2026.
Current wording
Interest expenses decreased by $0.06 million, or 96.6%, to $0.002 million, primarily due to a lower outstanding short-term loan balance during the three months ended September 30, 2026.
Previous wording
As a result of the foregoing, the net loss was $3.0 million during the three months ended June 30, 2026 compared to the net loss of $2.8 million during the three months ended June 30, 2025.
Current wording
As a result of the foregoing, the net loss was $3.7 million during the three months ended September 30, 2026, compared to the net loss of $2.0 million during the three months ended September 30, 2025.
Previous wording
Comparison of Results of Operations for the six months ended June 30, 2026 and 2025
Current wording
Comparison of Results of Operations for the nine months ended September 30, 2026 and 2025
Previous wording
The following table sets forth our statements of operations for the six months ended June 30, 2026 and 2025:
Current wording
The following table sets forth our statements of operations for the nine months ended September 30, 2026 and 2025:
Previous wording
Cost of revenue increased by $0.05 million, or 13.9%, to $0.4 million. The increase was primarily due to a higher number of physical events held for other customers during the six months ended June 30, 2026 compared to the same period last year, which resulted in higher contract labor costs. This increase in cost of revenue occurred despite the overall decrease in revenue during the period, as the decline was concentrated on one customer’s shifted opportunities, rather than a reduction in physical events overall.
Current wording
Cost of revenue increased by $0.2 million, or 34.9%, to $0.7 million. The increase was primarily due to a higher number of physical events held for other customers during the nine months ended September 30, 2026 compared to the same period last year, which resulted in higher contract labor costs. This increase in cost of revenue occurred despite the overall decrease in revenue during the period, as the decline was concentrated on one customer, due to shifting of its opportunities, rather than a reduction in physical events overall.
Previous wording
Depreciation and amortization expenses decreased by $0.3 million, or 92.6%, to $0.02 million. The decrease was primarily due to the impairment loss recognized on the software during the year ended December 31, 2025, as the Company no longer had any software assets subject to amortization during the six months ended June 30, 2026.
Current wording
Depreciation and amortization expenses decreased by $0.4 million, or 92.8%, to $0.03 million, primarily due to the impairment loss recognized on the software during the year ended December 31, 2025, and the Company no longer had any software assets subject to amortization during the nine months ended September 30, 2026.
Previous wording
Interest expenses decreased by $0.06 million, or 40.3%, to $0.09 million, primarily due to a lower outstanding short-term loan balance during the six months ended June 30, 2026.
Current wording
Interest expenses decreased by $0.1 million, or 56.3%, to $0.1 million, primarily due to a lower outstanding short-term loan balance during the nine months ended September 30, 2026.
Previous wording
As a result of the foregoing, the net loss was $5.9 million during the six months ended June 30, 2026 compared to the net loss of $7.6 million during the six months ended June 30, 2025.
Current wording
As a result of the foregoing, the net loss was $9.6 million during the nine months ended September 30, 2026 compared to the net loss of $9.6 million during the nine months ended September 30, 2025.
Previous wording
The following table provides a reconciliation of net loss to non-GAAP net loss for the six months ended June 30, 2026 and 2025:
Current wording
The following table provides a reconciliation of net loss to non-GAAP net loss for the nine months ended September 30, 2026 and 2025:
Previous wording
The following table provides a reconciliation of net loss to Adjusted EBITDA for the six months ended June 30, 2026 and 2025:
Current wording
The following table provides a reconciliation of net loss to Adjusted EBITDA for the nine months ended September 30, 2026 and 2025:
Previous wording
As of June 30, 2026 and December 31, 2025, we had cash of $5.8 million and $1.6 million, respectively. Liquidity is a measure of our ability to meet potential cash requirements. We generally fund our operations with cash flow from operations, and, when needed, borrow funds from financial institutions. In addition, as we continue to grow, we expect to continue funding our operations by issuing shares of our common stock to a wider stockholder base, subject to market conditions. On June 30, 2026, we issued 7,500,000 shares of our common stock for net proceeds of $6.6 million in a registered direct offering to certain investors.
Current wording
As of September 30, 2026 and December 31, 2025, we had cash and cash equivalents of $3.5 million and $1.6 million, respectively. Liquidity is a measure of our ability to meet potential cash requirements. We generally fund our operations with cash flow from operations, and, when needed, borrow funds from financial institutions. In addition, as we continue to grow, we expect to continue funding our operations by issuing shares of our common stock to a wider stockholder base, subject to market conditions.
Previous wording
Our principal use of liquidity has been to fund our daily operations and working capital and we expect that to continue for the next 12 months and beyond. We have incurred and continue to incur losses from operations and negative cash flows from operating activities. For the six months ended June 30, 2026, we incurred a net loss of $5.9 million and used $2.7 million of cash in operating activities. As of June 30, 2026, we had an accumulated deficit of $27.3 million and short-term related-party debt obligations of $0.4 million, all of which will mature within the next twelve months.
Current wording
Our principal use of liquidity has been to fund our daily operations and working capital and we expect that to continue for the next 12 months and beyond. We have incurred and continue to incur losses from operations and negative cash flows from operating activities. For the nine months ended September 30, 2026, we incurred a net loss of $9.6 million and used $5.4 million of cash in operating activities. As of September 30, 2026, we had an accumulated deficit of $31.1 million and short-term related-party debt obligations of $0.1 million, all of which will mature within the next twelve months.
Previous wording
Based on our current cash resources, recurring losses, negative operating cash flows, and short-term debt obligations, we will require additional liquidity to fund our operating expenses and cash obligations over the next twelve months. There can be no assurance that we will be successful in obtaining new customer contracts, receiving related-party support when needed, implementing cost reductions, or securing additional financing. If we are unable to obtain sufficient liquidity, we may be required to delay, reduce, or eliminate certain operating activities or otherwise modify our business plans.
Current wording
Based on our current cash resources, recurring losses, negative operating cash flows, and short-term debt obligations, we will require additional liquidity to fund our operating expenses and cash obligations over the next twelve months. There can be no assurance that we will be successful in obtaining new customer contracts, receiving related-party support when needed, implementing cost reductions, or securing additional financing. If we are unable to obtain sufficient liquidity, we may be required to delay, reduce, or eliminate certain operating activities or otherwise modify our business plans. As a result, management has concluded that substantial doubt exists about our ability to continue as a going concern. See Note 1 to our condensed consolidated financial statements, which are included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Previous wording
As of June 30, 2026, the Company had a total of $0.5 million in contractual obligations for future payments.
Current wording
As of September 30, 2026, the Company had a total of $0.2 million in contractual obligations for future payments.
Previous wording
As of June 30, 2026, we had outstanding short-term debt obligations of $0.5 million which mature within the next twelve months.
Current wording
As of September 30, 2026, we had outstanding short-term debt obligations of $0.1 million which mature within the next twelve months.
Previous wording
Our capital expenditures primarily consist of acquisition of computer hardware equipment and capitalized software.
Current wording
Our capital expenditures primarily consist of acquisitions of computer hardware equipment and capitalized software.
Previous wording
During the six months ended June 30, 2026 and 2025, we spent nil and $0.5 million, respectively, on capitalized software.
Current wording
During the nine months ended September 30, 2026 and 2025, we spent nil and $0.8 million, respectively, on capitalized software.
Previous wording
Cash flows for the six months ended June 30, 2026 and 2025
Current wording
Cash flows for the nine months ended September 30, 2026 and 2025
Previous wording
Net cash used in operating activities mainly consists of our net loss adjusted for certain noncash items, including stock-based compensation expense and depreciation and amortization, as well as the effect of changes in operating assets and liabilities during each period.
Current wording
Net cash used in operating activities mainly consists of our net loss adjusted for certain non-cash items, including stock-based compensation expense and depreciation and amortization, as well as the effect of changes in operating assets and liabilities during each period.
Previous wording
For the six months ended June 30, 2026, net cash used in operating activities was $2.7 million, compared to $7.6 million during the six months ended June 30, 2025. The decrease in cash outflow was primarily due to lower net loss during the current period and a decrease in advance to related party, partially offset by lower non-cash adjustment for stock-based compensation expenses and loss on extinguishment of debt.
Current wording
For the nine months ended September 30, 2026, net cash used in operating activities was $5.4 million, compared to $9.0 million during the nine months ended September 30, 2025. The decrease in cash outflow was primarily attributable to the absence of $4.7 million in advances to related parties made during the prior-year period, which was partially offset by a $2.9 million decrease in stock-based compensation expense and the absence of a $1.3 million non-cash loss on extinguishment of debt recognized in the prior-year period.
Previous wording
Net cash used in investing activities decreased to nil for the six months ended June 30, 2026, compared to $0.5 million for the six months ended June 30, 2025. The decrease was due to the absence of purchase of property and equipment and capitalized software during the current period.
Current wording
Net cash used in investing activity decreased to nil for the nine months ended September 30, 2026, compared to $0.8 million for the nine months ended September 30, 2025. The decrease was due to the absence of expenditure for capitalized internal-use software during the current-year period.
Previous wording
Net cash provided by financing activities was $7.0 million for the six months ended June 30, 2026, compared to $8.8 million for the six months ended June 30, 2025. The decrease was primarily driven by lower proceeds received from the issuance of shares and short-term loans from related parties during the current period, partially offset by lower repayments for short-term loans from related parties.
Current wording
Net cash provided by financing activities was $7.4 million for the nine months ended September 30, 2026, compared to $10.1 million for the nine months ended September 30, 2025. The decrease was primarily attributable to a $2.2 million decrease in proceeds from the issuance of shares and a $2.5 million decrease in proceeds from short-term related-party loans received during the prior-year period. These decreases were partially offset by a $1.2 million decrease in repayments of short-term related-party loans and $0.7 million in proceeds from the exercise of stock options during the current-year period.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Management’s Discussion and Analysis of Financial Condition and Results of Operations