TEN Holdings, Inc. Offering - What You Need to Know

Thinking about investing in TEN Holdings, Inc.? It is exciting to support a company raising capital, but before you invest, let’s look at what this business actually does and the risks involved.

1. What does this company do?

TEN Holdings, Inc. is a Pennsylvania-based parent company for "TEN Events." They act as a production team for the digital age, providing the technology and support to help other companies host virtual, hybrid, and physical events, such as conferences and product launches. Their core business relies on their software, Xyvid Pro and TEN Pro, which help clients live-stream events, engage audiences, and manage professional certifications for attendees.

2. How do they make money?

The company earns money by charging service fees to clients for hosting and managing events. Their income fluctuates based on the length, technical complexity, and attendance of each event. While they operate in the growing virtual event market, they are a smaller player with limited cash, which makes it difficult for them to scale their operations.

3. What will they do with the money?

The company is offering 8,000,000 new shares to raise approximately $10 million. They plan to use this capital to fund daily operations, pay off unpaid bills, and reduce their debt. As of March 31, 2026, the company had only $80,000 in cash, making this offering vital for them to keep the business running.

4. What are the big risks?

Investing in this company comes with significant red flags:

• Government Investigations: The Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) have subpoenaed the company regarding their IPO process and past contracts. These investigations are expensive, distract management, and could lead to future penalties or damage the company’s reputation.
• Legal Costs for Leadership: The company has agreed to pay legal costs, including attorney fees, for their directors and officers. If the company faces lawsuits, their limited cash may be used to defend executives instead of growing the business. (Note: The SEC considers it against public policy to protect executives from Securities Act violations).
• Delisting Warning: Nasdaq notified the company that they do not meet the $2.5 million minimum "stockholders' equity" requirement. If they do not fix this by November 2026, they risk being removed from the Nasdaq exchange.
• Dilution: Issuing 8 million new shares means your ownership percentage will decrease. New investors will face "immediate dilution" of $0.43 per share. This is the difference between the price you pay and the actual value of the company’s assets per share.

5. A Note for International Investors

If you live outside the United States, be aware of tax rules. The U.S. generally withholds 30% of dividend payments to non-U.S. residents. This rate may be lower if your country has a tax treaty with the U.S. and you submit the correct paperwork, such as an IRS Form W-8BEN.

6. Who is running the company?

CEO Virgilio D. Torres leads the company. A major stakeholder, V-Cube, Inc., a Japanese corporation, owns about 35% of the company. V-Cube received these shares by trading their interest in "TEN Events" for shares in the parent company.

7. The Bottom Line

TEN Holdings trades on the Nasdaq under the ticker "XHLD." As of May 26, 2026, the share price was $1.41.

Final advice: This is a high-risk investment. Between government investigations, the threat of being delisted, and a reliance on this offering to pay for basic operations, this is not a typical growth investment. Before making a decision, we highly recommend reading the full SEC filings (specifically the "Risk Factors" section) and only investing money you are prepared to lose.

Disclaimer: I am an AI, not a financial advisor. This guide is for informational purposes only and does not constitute financial advice. Always do your own research or consult with a professional before making investment decisions.