XHLD Ten Holdings, Inc. - 8-K

Item
1.01 Entry into a Material Definitive Agreement.

Stock
Purchase Agreement

On
May 22, 2026, TEN Holdings, Inc. (the “ Company ”) entered into a Stock Purchase Agreement (the “ Purchase
Agreement ”) with the purchaser named therein (the “ Investor ”), pursuant to which the Company
issued 500,000 shares (the “ Shares ”) of the Company’s common stock, par value $0.0001 per share (the
“ Common Stock ”), for gross proceeds of approximately $500,000. The Shares were issued in a private placement
exempt from registration under the Securities Act of 1933, as amended (the “ Securities Act ”).

The
Purchase Agreement includes certain customary representations, warranties and covenants with respect to the Company and the Investor.
The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as
of specific dates, were solely for the benefit of the parties therein, and may be subject to limitations agreed upon by the contracting
parties. Accordingly, the Purchase Agreement is incorporated herein by reference only to provide investors with information regarding
the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding the Company or its business,
and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Securities
and Exchange Commission (the “ SEC ”).

The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the
Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into
this Item 1.01.

Registration
Rights Agreement

On
May 22, 2026, in connection with the Purchase Agreement, the Company also entered into a registration rights agreement with the Investor
(the “ Registration Rights Agreement ”), requiring the Company to register for resale the Shares by filing with
the SEC a resale registration statement under the Securities Act within thirty days following the date of the Purchase Agreement.

The
foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference
to the Registration Rights Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated
by reference into this Item 1.01.

Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Rule or Standard; Transfer of Listing.

On
May 26, 2026, the Company received a deficiency letter from the Listing Qualifications Department (the “ Staff ”)
of The Nasdaq Stock Market LLC (“ Nasdaq ”), notifying the Company that it is not in compliance with Nasdaq Listing
Rule 5550(b)(1) (the “ Equity Standard ”), which requires the Company to maintain a minimum of $2,500,000 in
stockholders’ equity. The deficiency letter does not result in the immediate delisting of the Common Stock from the Nasdaq Capital
Market. In accordance with Nasdaq Listing Rules, the Company has up to 45 calendar days, or until July 10, 2026, to submit to the Staff
a plan to regain compliance with the Equity Standard or the alternatives of market value of listed securities or net income from continuing
operations. If the Company’s plan is accepted, the Company will be granted an extension of up to 180 calendar days, or until November
22, 2026, to regain compliance. If the Staff does not accept the Company’s plan to regain compliance, the Company would then be
entitled to request a hearing and appeal the Staff’s determination to a Nasdaq Hearings Panel.

The
Company intends to consider available options to regain compliance with the Equity Standard, however, there can be no assurance that
the Company will be able to regain compliance.

Item
3.02 Unregistered Sales of Equity Securities.

The
applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The
Shares were issued to the Investor, who has represented to the Company that is not a person who is in the United States, in a private
placement pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act.

Item
9.01 Financial Statements and Exhibits.

(d)

Exhibits .
The following exhibits are furnished or filed with this report, as applicable:

Exhibit
No.

Description

10.1

Stock Purchase Agreement, dated May 22, 2026.

10.2

Registration Rights Agreement, dated May 22, 2026.

104

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