TEN Holdings, Inc.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
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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.
Jun 30, 2025 · Filed Aug 14, 2025
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 2025-03-31; filed 2025-05-20.
0001641172-25-011581
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001641172-25-023655
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 84 previous paragraphs and 122 current paragraphs.
69 unchanged; 9 reworded; 34 added; 6 removed; 0 previous and 10 current paragraphs rearranged.
Tables are not compared: 7 previous and 11 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 (34)
Current report
Settlement Agreement and Stipulation with Sunpeak Holdings Corporation (“SHC”)
Current report
On April 23, 2025, we entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”) with SHC, which became effective on April 30, 2025, to settle certain outstanding obligations owed by us. Pursuant to the Settlement Agreement, SHC agreed to purchase certain outstanding payables owed by us to our designated creditors totaling approximately $4.91 million (the “Claims”) and agreed to exchange the Claims for a settlement amount payable in shares of our common stock (the “Settlement Shares”). The Settlement Shares were priced at the closing price of our common stock on April 23, 2025, subject to adjustment pursuant to the terms of the Settlement Agreement.
Current report
Among other things, in the event that our common stock’s market price decreases to or below $0.25 per share or if at any time the thirty-day average volume of the trading of our common stock drops to at or below 100,000 shares per day, then we will be deemed to be in default under the Settlement Agreement. SHC has agreed that it will not become the beneficial owner of more than 4.99% of common stock of us at any point in time. The Settlement Agreement and the issuance of the Settlement Shares were approved by the Circuit Court of the Twelfth Judicial Circuit in and for Manatee County, Florida, Civil Division (the “Court”), on April 30, 2025 (Case No. 2025 CA 000858). The Court entered an order confirming the fairness of the terms and conditions of the Settlement Agreement and the issuance of the Settlement Shares.
Current report
In accordance with the terms of the Settlement Agreement, the Company issued the following amounts of freely tradable shares of common stock to SHC: (i) 175,000 shares on May 9, 2025 (the “Settlement Fee Shares”), (ii) 1,372,000 shares on May 14, 2025, (iii) 1,458,000 shares on May 15, 2025, (iv) 690,000 shares on June 4, 2025, (v) 707,000 shares on June 11, 2025, and (vi) 1,158,000 shares on June 25, 2025 (such shares in clauses (ii) through (vi) being, collectively, the “Issued Settlement Shares, ” and together with the Settlement Fee Shares, the “SHC Shares”).
Current report
The issuance of the SHC Shares were made in reliance upon the exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended, which exempts from registration any securities issued in exchange for one or more outstanding securities, claims, or property interests where the terms and conditions of such issuance and exchange are approved by a court of competent jurisdiction after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange have the right to appear.
Current report
The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which was filed as Exhibit 10.1 to our Current Report on Form 8-K dated May 2, 2025 and is incorporated by reference herein.
Current report
Common Stock Purchase Agreement (“Purchase Agreement”) and Registration Right Agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”)
Current report
On June 23, 2025, we entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park, pursuant to which Lincoln Park committed to purchase from us, from time to time and subject to certain limitations and conditions, up to an aggregate of $20,000,000 of shares of our common stock over the term of the Purchase Agreement. On the same date, we issued 882,145 shares of our common stock to Lincoln Park. In connection with the Purchase Agreement, we also entered into a registration rights agreement, dated June 23, 2025 (the “Registration Rights Agreement”), with Lincoln Park, pursuant to which we agreed to file a registration statement on Form S-1 with the SEC to register under the Securities Act of 1933 the resale of the shares of our common stock that have been and may be issued to Lincoln Park under the Purchase Agreement.
Current report
The foregoing description of the Purchase Agreement and Registration Rights Agreement (collectively, the LPC Transaction Documents”) does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement and Registration Rights Agreement, which was filed as Exhibit 10.2 and Exhibit 10.3 to our Current Report on Form 8-K dated June 24, 2025, and is incorporated by reference herein.
Current report
Share Issuance to Bancroft Capital, LLC (“Bancroft”)
Current report
In connection with our initial public offering in February 2025, we entered into an underwriting agreement with Bancroft, under which Bancroft was granted a right of first refusal to act as the sole placement agent for any private equity offerings we undertake. As compensation for the services Bancroft provided in connection with our entry into the LPC Transaction Documents, Bancroft invoiced us for a fee of 61,750 shares of our common stock. Accordingly, on July 31, 2025, we issued 61,750 shares of our common stock to Bancroft as payment for its services with respect to such transaction.
Current report
Share Issuance to MicroCap Advisory, LLC
Current report
On July 18, 2025, the Company entered into a market awareness agreement, dated as of June 27, 2025 (the “MCA Agreement”), with MicroCap Advisory, LLC (the “MC Advisor”), pursuant to which the MC Advisor will provide investor communications and market awareness services to the Company for a six-month term. The MC Advisor will develop and implement a multi-step investor outreach strategy, including positioning, media planning, and campaign execution. As compensation, the MC Advisor will receive a $15,000 setup fee and $100,000 per month, beginning one week after execution of the MCA Agreement. Additionally, the Company will issue 500,000 fully earned warrants to the MC Advisor, exercisable at $0.40 per share for two years, with anti-dilution adjustments in the event of a reverse stock split and cashless exercise rights if unregistered. Either party may terminate the MCA Agreement after 60 days upon 30 days’ written notice. As of the date of this quarterly report, the Company has not issued any warrants to the MC Advisor. The Company expects to issue the foregoing warrants to the MC Advisor by the end of 2025.
Current report
Revenue for the three months ended June 30, 2025 was $1,116,000 compared to $1,023,000 for the three months ended June 30, 2024. Revenue increased by $93,000, or 9.1%, compared to the three months ended June 30, 2024. The increase was primarily driven by the following factors:
Current report
Cost of revenue for the three months ended June 30, 2025 was $175,000 compared to $141,000 for the three months ended June 30, 2024. Cost of revenue increased by $34,000, or 24.1%, compared to the three months ended Jun 30, 2024. The increase was primarily due to an increase in physical events for such period causing the cost of revenue to increase by a proportionate amount.
Current report
SG&A expenses for the three months ended June 30, 2025 was $2,153,000 compared to $1,243,000 for the three months ended June 30, 2024. SG&A expenses increased by $910,000, or 73.2%, compared to the three months ended Jun 30, 2024. The increase was primarily due to the Company now being a publicly traded organization, for additional legal, auditor, and SEC fees.
Current report
Other expense for the three months ended June 30, 2025 was $1,344,000 and was primarily comprised of expenses in connection with entry into the Settlement Agreement during the three months ended June 30, 2025 .
Current report
Interest Expenses
Current report
Interest expenses for the three months ended June 30, 2025 was $80,000 compared to $48,000 for the three months ended June 30, 2024. Interest expenses increased by $32,000, or by 66.7%, primarily due to the increase in borrowing.
Current report
Revenue
Current report
Revenue for the six months ended June 30, 2025 was $1,855,000 compared to $2,151,000 for the six months ended June 30, 2024. Revenue decreased by $296,000, or 13.8%, compared to the six months ended June 30, 2024. The decrease was primarily driven by the following factors:
Current report
Cost of Revenue
Current report
Cost of revenue for the six months ended June 30, 2025 was $361,000 compared to $425,000 for the six months ended June 30, 2024. Cost of revenue decreased by $64,000, or 15.1%, compared to the six months ended Jun 30, 2024. The decrease was primarily due to a reduction in the amount of equipment rentals needed for physical events and utilizing contractors, rather than fulltime staff.
Current report
SG&A expenses for the six months ended June 30, 2025 was $7,319,000 compared to $2,448,000 for the six months ended June 30, 2024. SG&A expenses increased by $4,871,000, or 199.0%, compared to the six months ended Jun 30, 2024. The increase was primarily due to accounting for $3.5m of stock compensation expenses along with additional expenses of being a public company.
Current report
Other expense for the six months ended June 30, 2025 was $1,350,000 and was primarily comprised of expenses in connection with entry into the Settlement Agreement during the six months ended June 30, 2024.
Current report
Interest Expenses
Current report
Interest expenses for the six months ended June 30, 2025 was $149,000 compared to $74,000 for the six months ended June 30, 2024. Interest expenses increased by $75,000, or by 101.4%, primarily due to the increase in borrowing.
Current report
Net Loss
Current report
Non-GAAP Financial Measures
Current report
Adjusted EBITDA
Current report
Cash provided by 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.
Current report
For the six months ended June 30, 2025, net cash used in operating activities was $7,577,000, primarily resulting from our net loss during the period and increase in advances to a related party, partially offset by non-cash adjustments related to stock-based compensation and loss on extinguishment of debt.
Current report
For the six months ended June 30, 2024, net cash used in operating activities was $1,007,000, primarily resulting from our net loss.
Current report
Net cash used in investing activities decreased from $541,000 for the six months ended June 30, 2024 to $530,000 for the six months ended June 30, 2025. The decrease in cash outflow was mainly due to a decrease in the purchase of property and equipment.
Removed paragraphs (6)
Previous report
Revenue decreased by $389 thousand, or 34.5%, to $739 thousand. The decrease was primarily driven by following factors:
Previous report
Cost of revenue decreased by $97 thousand, or 34.3%, to $186 thousand, reflecting the lower direct costs associated with the lower corresponding revenue.
Previous report
SG&A expenses increased by $3,960 thousand, or 328.4%, to $5,166 thousand, due to the recognition of stock compensation expense of $3,513 thousand in connection with the vesting of employee stock options from the IPO, marketing expenses from brand and performance-related spend and increased payroll expenses due to the addition of key members of the management team.
Previous report
The total of other expenses and interest expenses increased by $43 thousand, or 138.7%, to $74 thousand, primarily due to the increase in borrowing.
Previous report
Net cash used in operating activities increased from $581 thousand during the three months ended March 31, 2024 to $6,785 thousand during the three months ended March 31, 2025. The increase in cash outflow was primarily due to the higher loss in the three months ended March 31, 2025.
Previous report
Net cash used in investing activities increased from $269 thousand during the three months ended March 31, 2024 to $273 thousand during the three months ended March 31, 2025. The increase in cash outflow was mainly due to an increase in the amount capitalized with respect to the internally developed software.
Reworded paragraphs (9)
Previous wording
This quarterly report on Form 10-Q contains “forward-looking statements.” 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,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan,” “project,” or “anticipate,” and other similar words. 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 registration statement on Form S-1 (File No. 333-282621), as amended, which was initially filed with the SEC on October 11, 2024 and declared effective by the SEC on February 7, 2025.
Current wording
This quarterly report on Form 10-Q contains “forward-looking statements.” 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,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan,” “project,” or “anticipate,” and other similar words. 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 registration statement on Form S-1 (File No. 333-282621), as amended, which was initially filed with the SEC on October 11, 2024 and declared effective by the SEC on February 7, 2025, and in our registration statement on Form S-1 (File No. 333-288741), as amended, which was initially filed with the SEC on July 17, 2025 and declared effective by the SEC on August 12, 2025.
Previous wording
As of the date of this quarterly report, we primarily generate revenue from virtual and hybrid events delivered to corporate customers. We experienced a decrease in our total revenue and net income in the first quarter of fiscal year 2025, mainly due to an event series with our biggest customer that took place in the first quarter of fiscal year 2024 that did not repeat in the first quarter of fiscal year 2025. For the three months ended March 31, 2025 and 2024, we had total revenue of approximately $739 thousand and $1,128 thousand, respectively, and net loss of approximately $4,841 thousand and $405 thousand, respectively. For the three months ended March 31, 2025 and 2024, the revenue generated from virtual and hybrid events was approximately $713 thousand and $1,081 thousand, respectively, accounting for approximately 96.5% and 95.8% of our total revenue, respectively; and the revenue generated from physical events was approximately $26 thousand and $47 thousand, respectively, accounting for approximately 3.5% and 4.2% of our total revenue, respectively.
Current wording
As of the date of this quarterly report, we primarily generate revenue from virtual and hybrid events delivered to corporate customers. We experienced an increase in our total revenue in the second quarter of fiscal year 2025, mainly due to an increase in revenue from our physical events, which were provided to a new customer. For the six months ended June 30, 2025 and 2024, we had total revenue of approximately $1,855,000 and $2,151,000, respectively, and net loss of approximately $7,620,000 and $826,000, respectively. For the six months ended June 30, 2025 and 2024, the revenue generated from virtual and hybrid events was approximately $1,587,000 and $1,972,000, respectively, accounting for approximately 85.6% and 91.7% of our total revenue, respectively; and the revenue generated from physical events was approximately $268,000 and $179,000, respectively, accounting for approximately 14.4% and 8.3% of our total revenue, respectively.
Previous wording
As a result of the foregoing, the net loss was $4,836 thousand during the three months ended March 31, 2025 compared to the net loss of $405 thousand during the three months ended March 31, 2024.
Current wording
As a result of the foregoing, the net loss was $2,784,000 during the three months ended June 30, 2025 compared to the net loss of $420,000 during the three months ended June 30, 2024.
Previous wording
As of March 31, 2025 and December 31, 2024, we had cash of $247 thousand and $48 thousand, 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, borrowed funds from financial institutions and capital injections from our principal shareholders. Our principal use of liquidity has been to fund our daily operations and working capital. We expect that our cash and cash equivalents will be sufficient to fund our operating expenses and cash obligations for the next 12 months, although our ability to continue as a going concern depends upon our ability to attract and retain revenue generating customers, acquire new customer contracts, and secure additional financing.
Current wording
As of June 30, 2025 and December 31, 2024, we had cash of $739,000 and $48,000, 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, borrowed funds from financial institutions and capital injections from our principal shareholders. Our principal use of liquidity has been to fund our daily operations and working capital. We expect that our cash and cash equivalents will be sufficient to fund our operating expenses and cash obligations for the next 12 months, although our ability to continue as a going concern depends upon our ability to attract and retain revenue generating customers, acquire new customer contracts, and secure additional financing.
Previous wording
Net cash provided by financing activity increased from $917 thousand during the three months ended March 31, 2024 to $7,257 thousand during the three months ended March 31, 2025. The increase was primarily due to the proceeds received from issuance of shares, partially offset by the payment made related to the outstanding loans.
Current wording
Net cash provided by financing activity increased from $1,327,000 for the six months ended June 30, 2024 to $8,798,000 for the six months ended June 30, 2025. The increase was primarily due to the proceeds received from issuance of shares and short-term loans, partially offset by the payments made related to the outstanding loans.
Previous wording
As of March 31, 2025, the Company had total of $4,664 thousand contractual obligations for future payments.
Current wording
As of June 30, 2025, the Company had total of $4,306,000 contractual obligations for future payments.
Previous wording
During thethree months ended March 31, 2025 and 2024, we spent $273 thousand and $269 thousand, respectively, on acquisitions of computer hardware / equipment and capitalized software.
Current wording
During the six months ended June 30, 2025 and 2024, we spent $529,000 and $511,000, respectively, on acquisitions of computer hardware/equipment and capitalized software.
Previous wording
The preparation of the consolidated financial statements and accompanying notes included elsewhere in this annual report requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain accounting policies that are significant to the preparation of our consolidated financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. While our significant accounting policies are more fully described in Note 2 to the consolidated financial statements included elsewhere in this prospectus, we believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our consolidated financial statements.
Current wording
The preparation of the consolidated financial statements and accompanying notes included elsewhere in this annual report requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain accounting policies that are significant to the preparation of our consolidated financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. While our significant accounting policies are more fully described in Note 2 to the consolidated financial statements included elsewhere in this quarterly report, we believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our consolidated financial statements.
Previous wording
Intangible assets consist of capitalized software. The Company accounts for its software development costs in accordance with the guidance in ASC 350-40, Internal-use software. The costs incurred prior to the application development stage and post implementation are expensed as incurred. Direct and incremental internal and external costs incurred during the application development stage are capitalized until the application is substantially complete and ready for its intended use, at which point amortization begins. Training, data conversion and maintenance costs are expensed as incurred. Costs of capitalized software are amortized on a straight-line basis over the estimated period of benefit, which is approximately five years, and are recorded in cost of revenue in the Consolidated Statements of Operations.
Current wording
Intangible assets consist of capitalized software. The Company accounts for its software development costs in accordance with the guidance in ASC 350-40, Internal-use software. The costs incurred prior to the application development stage and post implementation are expensed as incurred. Direct and incremental internal and external costs incurred during the application development stage are capitalized until the application is substantially complete and ready for its intended use, at which point amortization begins. Training, data conversion and maintenance costs are expensed as incurred. Costs of capitalized software are amortized on a straight-line basis over the estimated period of benefit, which is approximately five to seven years, and are recorded in cost of revenue in the Consolidated Statements of Operations.
Rearranged current paragraphs (10)
Current report — wording carried from elsewhere
Comparison of Results of Operations for the six months ended June 30, 2025 and 2024
Current report — wording carried from elsewhere
The following table sets forth our statements of operations for the six months ended June 30, 2025 and 2024:
Current report — wording carried from elsewhere
Selling, General and Administrative Expenses (“SG&A expenses”)
Current report — wording carried from elsewhere
Other Income (Expense), net and Interest Expenses
Current report — wording carried from elsewhere
As a result of the foregoing, the net loss was $7,620,000 during the six months ended June 30, 2025 compared to the net loss of $826,000 during the six months ended June 30, 2024.
Current report — wording carried from elsewhere
Non-GAAP Net Loss and Non-GAAP Net Loss per Share
Current report — wording carried from elsewhere
We define non-GAAP net loss as GAAP net loss excluding the impact of stock-based compensation expense. Non-GAAP net loss per share is calculated by dividing non-GAAP net loss by the diluted weighted average shares of common stock outstanding. We believe the presentation of these adjusted operating results provides useful supplemental information to investors and facilitates the analysis and comparison of our operating results across reporting periods.
Current report — wording carried from elsewhere
Adjusted EBITDA is a key measure used by our management to help us analyze our financial results, establish budgets and operating goals for managing our business, evaluate our performance and make strategic decision.
Current report — wording carried from elsewhere
We define Adjusted EBITDA as our net loss excluding: (i) depreciation and amortization, (ii) other expense (income), and (iii) stock-based compensation expense.
Current report — wording carried from elsewhere
The following table provides a reconciliation of net loss to Adjusted EBITDA: