UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Item 1.01 Entry Into a Material Definitive Agreement
On February 12, 2025, TEN Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Bancroft Capital, LLC, as representative of the underwriters listed on Schedule I thereto (the “Representative”), relating to the Company’s initial public offering (the “IPO”) of 1,667,000 shares of common stock, par value $0.0001 per share (“Common Stock”), for a price of $6.00 per share, less certain underwriting discounts.
On February 18, 2025, the Company closed the IPO. The Company completed the IPO pursuant to its registration statement on Form S-1 (File No. 333-282621), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 11, 2024, as amended, and declared effective by the SEC on February 7, 2025. The offering was conducted on a firm commitment basis. The shares of Common Stock were approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “XHLD” on February 13, 2025. On February 18, 2025, the Company issued to the Representative and its affiliates warrants, exercisable during the five-year period from the commencement of sales of this offering, entitling the Representative to purchase an aggregate of up to 83,350 shares of Common Stock at a per share price equal to 120% of the public offering price per share in the IPO, or $7.20 (the “Representative’s Warrants”).
Copies of the Underwriting Agreement and the Representative’s Warrants are attached hereto as Exhibits 10.1 and 4.1, respectively, and are incorporated by reference herein. The foregoing summaries of the terms of the Underwriting Agreement and the Representative’s Warrants do not purport to be a complete description of each of the documents described in this Form 8-K, and are subject to and qualified in their entirety by, such documents.
This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
Item 7.01 Regulation FD Disclosure.
On February 12, 2025, the Company issued a press release regarding the pricing of the IPO. A copy of the press release is attached as Exhibit 99.1 hereto.
On February 18, 2025, the Company issued a press release regarding the closing of the IPO. A copy of the press release is attached as Exhibit 99.2 hereto.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Report in such filing.
Item 9.01. Exhibits.
| Exhibit No. | Description | |
| 4.1 | Representative’s Warrants dated February 18, 2025 | |
| 10.1 | Underwriting Agreement dated February 12, 2025 by and between the Company and the Representative | |
| 99.1 | Press Release on Pricing of the Company’s Initial Public Offering | |
| 99.2 | Press Release on Closing of the Company’s Initial Public Offering | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 21, 2025
| TEN Holdings, Inc. | ||
| By: | /s/ Randolph Wilson Jones III | |
| Name: | Randolph Wilson Jones III | |
| Title: | Chief Executive Officer and Director | |