TEN Holdings, Inc. filed a Form 8-K on November 10, 2026, disclosing that on November 9, 2026, it entered into a Stock Purchase Agreement to sell 3,389,831 shares of common stock in a registered direct offering at $0.59 per share, generating approximately $2.0 million in gross proceeds.

Key Highlights

  • Shares offered: 3,389,831 shares of common stock, par value $0.0001 per share, sold in a registered direct offering.
  • Offering price: $0.59 per share, described as the closing price of the common stock on November 6, 2026.
  • Gross proceeds: Approximately $2.0 million, before deducting offering expenses payable by the company.
  • Registration statement: Shares offered under a Form S-3 (File No. 333-299485), filed October 16, 2026, and declared effective October 26, 2026.
  • Prospectus supplement: Dated November 9, 2026, accompanying a base prospectus.
  • Legal opinion: An opinion of Polsinelli PC relating to the legality of the issuance and sale of the shares is attached as Exhibit 5.1.
  • Emerging growth company: The registrant is designated an emerging growth company under applicable SEC rules.

TEN Holdings Registered Direct Offering: Agreement and Offering Terms

According to the filing, TEN Holdings, Inc. (NASDAQ:XHLD) entered into a Stock Purchase Agreement on November 9, 2026, with purchasers named therein, referred to collectively as the "Investors." Under the agreement, the company agreed to issue and sell an aggregate of 3,389,831 shares of its common stock at $0.59 per share, which the filing identifies as the closing price of the common stock on November 6, 2026. The company disclosed that gross proceeds from the offering were approximately $2.0 million, before deducting offering expenses payable by the company.

The filing states that the shares were offered pursuant to a prospectus supplement dated November 9, 2026, and an accompanying base prospectus, together forming part of the company's effective registration statement on Form S-3 (File No. 333-299485). That registration statement was filed on October 16, 2026, and declared effective on October 26, 2026. The Purchase Agreement, according to the filing, "includes certain customary representations, warranties, and covenants with respect to the Company and the Investors," and those representations and warranties "were made only for purposes of the Purchase Agreement and as of specific dates."

The company also issued a press release on November 9, 2026, related to the transaction, furnished as Exhibit 99.1. The filing notes that the information furnished under Item 7.01, including the press release, "shall not be deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934." The Form 8-K was signed by Virgilio Torres, Chief Executive Officer, on November 9, 2026.

What Was Disclosed

TEN Holdings, Inc. disclosed the entry into a Stock Purchase Agreement on November 9, 2026, covering a registered direct offering of 3,389,831 common shares at $0.59 per share, with gross proceeds of approximately $2.0 million before offering expenses.