What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-15 compared with 2025-11-10 · 130 added, 207 removed, 130 unchanged (72% of the section changed)

38 unchanged sentences

and Results of Operations contained in the Annual Report.

are a provider of event planning, production, and broadcasting services headquartered in Pennsylvania.

We mainly produce virtual and

hybrid events and physical events.

Virtual and hybrid events involve virtual and hybrid event planning, production and broadcasting services,

and continuing education services, all of which are supported by our proprietary Xyvid Pro Platform.

Physical events were added to our

revenue streams, due to our corporate restructuring completed in fiscal year 2023, and mainly involve live streaming and video recording

of physical events.

Holdings, Inc.

(the “Company,” “TEN Holdings,” “we,” “us,” or “our”), headquartered

in Langhorne, Pennsylvania, was incorporated on February 12, 2024 in Pennsylvania to act as the holding company of TEN Events, Inc.

Events”), which was incorporated in Pennsylvania in May of 2011 and is an operating entity.

TEN Events is a provider of event planning,

production, and broadcasting services.

TEN Events produces virtual, hybrid, self-service, and physical events.

Virtual, hybrid, and self-service

events could involve virtual and hybrid event planning, production and broadcasting services, and continuing education services, all

of which are supported by our proprietary Xyvid Pro platform and TEN Pro platform.

Physical events were added to our revenue streams,

due to our corporate restructuring completed in fiscal year 2023, and mainly involve live streaming and video recording of physical events.

of the date of this Quarterly Report on Form 10-Q, we primarily generate revenue from virtual and hybrid events delivered to corporate

We experienced an increase in our total revenue in the third quarter of fiscal year 2025, mainly due to a higher demand in

physical events during the period vs the same period last year.

For the nine months ended September 30, 2025 and 2024, we had total revenue

of approximately $543,000 and $535,000, respectively, and net loss of approximately $1,987,000 and $975,000, respectively.

months ended September 30, 2025 and 2024, the revenue generated from virtual and hybrid events was approximately $2,059,000 and $2,462,000,

respectively, accounting for approximately 86% and 92% of our total revenue, respectively;

and the revenue generated from physical events

was approximately $339,000 and $224,000, respectively, accounting for approximately 14% and 8% of our total revenue, respectively.

mission is to deliver top-tier planning, production, and broadcasting services for virtual, hybrid and physical events.

Our goal is to

become a global leader in innovative virtual events that enhance engagement and connectivity, making impactful and memorable experiences

accessible to all.

We experienced an increase in our total revenue in the first quarter of fiscal year 2026, mainly due to one of our repeatable

clients increasing their revenue quarter-over-quarter by over 100%, compared to the same period last year.

For the three months ended

March 31, 2026 and 2025, we had total revenue of approximately $0.9 million and $0.7 million, respectively, and net loss of approximately

$2.9 and $4.8 million, respectively.

For the three months ended March 31, 2026 and 2025, the revenue generated from virtual and hybrid

events was approximately $0.8 and $0.7 million, respectively, accounting for approximately 92.7% and 96.4% of our total revenue, respectively;

and the revenue generated from physical events was approximately $0.1 and $0.03 million, respectively, accounting for approximately

7.3% and 3.6% of our total revenue, respectively.

mission is to deliver top-tier planning, production, and broadcasting services for virtual, hybrid, self-service, and physical events.

Our goal is to become a global leader in innovative virtual events that enhance engagement and connectivity, making impactful and memorable

experiences accessible to all.

Financial Performance Indicators

revenue is derived from the provision of virtual and hybrid events and physical events on our Xyvid Pro Platform.

revenue is derived from the provision of virtual and hybrid events and physical events on our Xyvid Pro and TEN Pro platforms.

cost of revenue is primarily driven by the costs paid to our employees for producing events and the costs of renting equipment and our

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Operating profit margin

is the profit margin as a percentage of revenue.

is the operating profit as a percentage of revenue.

income (expenses)

time to time, we have non-recurring, non-operating gains and losses which are reflected through other income (expense) such as gains/losses

of assets, non-cash valuation adjustments related to the 3(a)(10), impairment and or write-offs of investments.

time to time, we have non-recurring, non-operating gains and losses which are reflected through other income (expenses).

expenses consist of interest expenses arising from borrowings.

of Operations

of Results of Operations for the three months ended September 30, 2025 and 2024

following table sets forth our statements of operations for the three months ended September 30, 2025 and 2024:

of Results of Operations for the three months ended March 31, 2026 and 2025

following table sets forth our statements of operations for the three months ended March 31, 2026 and 2025:

thousands, except change % data)

Months Ended September 30,

Delivered events

- Virtual and Hybrid

events - Physical

Total Revenues

Cost of revenues

Operating expenses:

Selling, General and Administrative

Three Months Ended March 31,

Delivered events - Virtual and Hybrid

Delivered events - Physical

Total Revenue

Cost of revenue

Operating expenses:

from operations

Other expenses,

before income taxes

Income tax credit

increased by $8,000, or 1.5%, to $543,000.

The increase was primarily driven by following factors:

from delivered events – Virtual and Hybrid decreased by $1 8 ,000 mainly due to events shifting out of the current quarter due

to shifting in event timelines from our customers.

from delivered events – physical events increased by $2 6 ,000, mainly due to a large number of physical events taking place

in the quarter from our clients allowing us to recognize all of the revenue within the period.

of revenue increased by $29,000, or 26.6%, to $138,000, reflecting the increase amount of physical events that took place within the

period since it has a larger labor component then virtual events.

General and Administrative Expenses (“SG&A expenses”)

expenses increased by $874,000, or 66.7%, to $2,185,000, due to additional company related expense due to being a public entity which

was not the case during the same period last year.

Expenses such as quarterly reviews and yearly audits, NASDAQ fees, D&O insurance, and SEC legal expenses.

expense increased by $133,000 to $147,000 due to the continued development of Xivid Pro.

Income (Expense), net

expense decreased by $22,000, or 95.7%, to $1,000, primarily due to no one time items taking place in the quarter.

expenses decreased by $3,000, or 4.8%, to $59,000, primarily due to the lower outstanding short-term loans during the three months ended

September 30, 2025.

a result of the foregoing, the net loss was $1,987,000 during the three months ended September 30, 2025 compared to the net loss of $975,000

during the three months ended September 30, 2024.

Financial Measures

Net Loss and Non-GAAP Net Loss per Share

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.

Our management believes non-GAAP net

loss and non-GAAP net loss per share are key performance measures and uses such measures to evaluate our operating performance.

we believe that 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.

Our calculation of non-GAAP net loss and non-GAAP net

loss per share may differ from similarly titled non-GAAP measures, if any, reported by our peer companies and therefore may not serve

as an accurate basis of comparison among companies.

Non-GAAP net loss and non-GAAP net loss per share should not be considered in isolation

from, or as a substitute for, financial information prepared in accordance with GAAP.

Months Ended September 30,

(in thousands,

except share data)

compensation expense

Non-GAAP net loss

Weighted-average number

of shares of common stock outstanding used to compute net loss per share, basic and diluted

Net loss per share -

basic and diluted

Non-GAAP net loss per

share - basic and diluted

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 decisions.

Accordingly, we believe that the presentation of Adjusted EBITDA

is useful supplemental information to investors and facilitates the analysis and comparison of our operating results across reporting

Our calculation of Adjusted EBITDA may differ from similarly titled non-GAAP measures, if any, reported by our peer companies

and therefore may not serve as an accurate basis of comparison among companies.

Adjusted EBITDA should not be considered in isolation

from, or as a substitute for, financial information prepared in accordance with GAAP.

define Adjusted EBITDA as our net loss excluding:

(i) interest expense, (ii) provision for income taxes, (iii) depreciation and amortization,

(iv) other expense (income), and (v) stock-based compensation expense.

following table provides a reconciliation of net loss to Adjusted EBITDA:

Months Ended September 30,

(in thousands)

Selling, General and Administrative Expenses

Depreciation expenses

Total operating expenses

Loss from operations

Other income (expenses), net

Interest expenses

Loss before income taxes

Provision for income taxes

Depreciation and amortization

Other expenses

Stock-based compensation

Adjusted EBITDA

of Results of Operations for the nine months ended September 30, 2025 and 2024

following table sets forth our statements of operations for the nine months ended September 30, 2025 and 2024:

thousands, except change % data)

Months Ended September 30,

Delivered events

- Virtual and Hybrid

events - Physical

Total Revenues

Cost of revenues

Operating expenses:

Selling, General and Administrative Expenses

operating expenses

from operations

Other income (expenses),

before income taxes

Income tax credit

decreased by $288,000, or 10.7%, to $2,398,000.

The decrease was primarily driven by following factors:

from delivered events – Virtual and Hybrid decreased by $403,000 mainly due to an event series with our biggest customer that

took place in the three-month ended March 31, 2024, but did not repeat in the three month ended March 31, 2025.

This event is held

by our biggest customer every other year.

from delivered events – physical events increased by $115,000, mainly due to a significant amount of more deals closed and

delivered within the period vs the same time period last year.

of revenue decreased by $3 5 ,000, or 6.6%, to $499,000, reflecting the lower direct costs associated with the lower revenue during the

nine months ended September 30, 2025.

General and Administrative Expenses

expenses increased by $5,7 45 ,000, or 152.8%, to $9,504,000, primarily due to $3,500,000 of stock compensation expenses along with additional

expenses of being a public company.

expense increased by $40 2 ,000 to $44 3 ,000 due to the continued development of Xivid Pro.

increased by $0.1 million, or 15.4%, to $0.9 million.

The increase was primarily driven by one of our major customers increasing

their revenue quarter-over-quarter by 100%.

of revenue increased by $0.1 million, or 65.1%, to $0.3 million, driven by one major event that took place in the quarter from one of

our customers that did not take place during the same period last year.

General and Administrative Expenses (“SG&A expenses”)

SG&A expenses decreased by $1.8 million, or 34.6%, to $3.4 million,

due to lower headcount cost during the same period last year as well as the less stock-based compensation expenses recognized in the current

expense decreased by $0.1 million to $0.01 million due to the company taking a large impairment expense at the end of 2025 which will

cause all future periods to be less than 2025.

Income (Expense), net

expense increased by $1,32 5 ,000, or 5,096.2%, to $1,351,000, primarily due to expenses in connection with entry into the Settlement Agreement

during the nine months ended September 30, 2024.

expenses increased by $7 2 ,000, or 52.9%, to $2 08 ,000, primarily due to the increase in short-term loans during the nine months ended

September 30, 2025.

a result of the foregoing, the net loss was $9,607,000 during the nine months ended September 30, 2025 compared to the net loss of $1,801,000

during the nine months ended September 30, 2024.

income (expense), net increased by $0.006 million, or 120.0%, from $0.005 million of other expenses to $0.001 million of other income,

primarily due to interest income.

expenses increased by $0.008 million, or 11.6%, to $0.06 million, primarily due to continued accrued interest on the loans taken by the

a result of the foregoing, the net loss was $2.9 million during the three months ended March 31, 2026 compared to the net loss of $4.8

million during the three months ended March 31, 2025.

Financial Measures

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from, or as a substitute for, financial information prepared in accordance with GAAP.

Months Ended September 30,

(in thousands,

except share data)

compensation expense

Three Months Ended March 31,

(in thousands, except share data)

Stock-based compensation expense

Non-GAAP net loss

Weighted-average number

of shares of common stock outstanding used to compute net loss per share, basic and diluted

Net loss per share -

basic and diluted

Non-GAAP net loss per

share - basic and diluted

Weighted-average number of shares of common stock outstanding used to compute net loss per share, basic and diluted

Net loss per share - basic and diluted

Non-GAAP net loss per share - basic and diluted

EBITDA is a key measure used by our management to help us analyze our financial results, establish budgets and operating goals for managing

10 unchanged sentences

following table provides a reconciliation of net loss to Adjusted EBITDA:

Months Ended September 30,

Three Months Ended March 31,

(in thousands)

2 unchanged sentences

Depreciation and amortization

Other expenses

compensation expenses

Other (income) expenses, net

Stock-based compensation expenses

Adjusted EBITDA

2 unchanged sentences

(ii) pay our short-term debt obligations, as discussed in the notes to the consolidated financial statements, and (iii) pay our operating

of September 30, 2025 and December 31, 2024, we had cash of $310,000 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 majority shareholders.

In June 2025, we entered into a purchase agreement

with Lincoln Park Capital Fund, LLC (“Lincoln Park”), giving the us the right, but not the obligation to sell to Lincoln

Park up to $20.0 million worth of shares of our common stock.

As of September 30, 2025, we have sold 1,520,609 shares of common stock

to Lincoln Park for proceeds of $426,000, as part of the equity line financing arrangement.

As of September 30, 2025, $19.6 million was

available to draw pursuant to the purchase agreement with Lincoln Park.

of March 31, 2026 and December 31, 2025, we had cash of $0.1 million and $1.6 million, 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 related parties.

In addition, as we continue to grow, we expect to continue funding our

operations by issuing shares of our common stock to a wider stockholder base, subject to market conditions.

In June 2025, we entered

into a purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”), giving the us the right, but not the

obligation to sell to Lincoln Park up to $20.0 million worth of shares of our common stock (the “ELOC”).

intend to sell further shares pursuant to the ELOC at this time.

principal use of liquidity has been to fund our daily operations and working capital and we expect that to continue for the next 12 months

We expect that our cash and cash equivalents will be sufficient to fund our operating expenses and cash obligations for the

next 12 months and beyond, 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.

We have incurred and continue to incur losses from operations and negative

cash flows from operating activities.

For the three months ended March 31, 2026, we incurred a net loss of $2.9 million and used $1.1

million of cash in operating activities.

As of March 31, 2026, we had an accumulated deficit of $24.3 million and short-term related-party

debt obligations of $3.0 million, all of which mature within the next twelve months.

These conditions, together with our limited cash

balance as of March 31, 2026, raise substantial doubt about our ability to continue as a going concern.

ability to continue as a going concern depends upon our ability to attract and retain revenue-generating customers, acquire new customer

contracts, implement cost control measures, receive financial support from related parties, and secure additional debt or equity financing.

In March 2026, we entered into a Corporate Support and Funding Agreement with V-Cube, Inc., pursuant to which V-Cube committed to provide

financial support in the aggregate amount of $5.4 million, payable in installments during 2026.

Management is also evaluating additional

debt or equity financing alternatives, although there can be no assurance that any such financing will be available on acceptable terms

on our current cash resources, recurring losses, negative operating cash flows, and short-term debt obligations, we will require additional

liquidity to fund our operating expenses and cash obligations over the next twelve months.

There can be no assurance that we will be

successful in obtaining new customer contracts, receiving related-party support when needed, implementing cost reductions, or securing

additional financing.

If we are unable to obtain sufficient liquidity, we may be required to delay, reduce, or eliminate certain operating

activities or otherwise modify our business plans.

Obligations and Commitments

of September 30, 2025, the Company had total of $5,182,0000 contractual obligations for future payments.

of September 30, 2025

of March 31, 2026, the Company had a total of $3.6 million in contractual obligations for future payments.

As of March 31, 2026

(in thousands)

due by period:

Payments due by period:

Short-term debt

Operating lease payments

of September 30, 2025, we had outstanding short-term debt obligations of $4,57 2 ,000 which matures within the next twelve months.

have $610,000 in operating lease obligations due over the next six years.

of March 31, 2026, we had outstanding short-term debt obligations of $3.0 million which mature within the next twelve months.

have $0.6 million in operating lease obligations due over the next five years.

capital expenditures primarily consist of acquisition of computer hardware equipment and capitalized software.

the nine months ended September 30, 2025 and 2024, we spent $828,000 and $781,000, respectively, on acquisitions of computer hardware/equipment

and capitalized software.

the three months ended March 31, 2026 and 2025, we spent nil and $0.3 million, respectively, on acquisitions of capitalized software.

Sheet Arrangements

of September 30, 2025, the Company did not have any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

flows for the nine months ended September 30, 2025 and 2024

Months Ended September 30,

Cash flows from operating

Adjustments to reconcile net loss to net cash

used in operating activities:

of March 31, 2026, the Company did not have any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

flows for the three months ended March 31, 2026 and 2025

Three Months Ended March 31,

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

2 unchanged sentences

Stock-based compensation

Loss on extinguishment

Changes in operating assets

and liabilities:

Changes in operating assets and liabilities:

Accounts receivable

Advance - related party

Prepaid expenses and other

Income tax receivable

Prepaid expenses and other assets

Accounts payable

Accrued expenses

Other payable and accrued expenses

Deferred revenue

lease liabilities

Net cash used in operating

Cash flows from investing

Purchase of property and equipment

Purchase of capitalized

internal-use software

Net cash used in investing

Cash flows from financing

Operating lease liabilities

Net cash used in operating activities

Cash flows from investing activities:

Purchase of capitalized internal-use software

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from short-term loans - related party

2 unchanged sentences

Payment for deferred offering costs

Net cash provided by financing

Net cash provided by financing activities

Net change in cash and cash equivalents

Cash and cash equivalents

at beginning of period

Cash and cash equivalents

at end of period

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

cash used in 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.

the nine months ended September 30, 2025, net cash used in operating activities was $9,035,000, compared to $1,763,000 during the nine

months ended September 30, 2024.

The increase was primarily due to a higher net loss during the nine months ended September 30, 2025.

cash used in investing activities increased from $817,000 during the nine months ended September 30, 2024 to $828,000 during the nine

months ended September 30, 2025.

The increase was mainly due to higher spending on capitalized software development costs.

cash provided by financing activities increased from $2,480,000 during the nine months ended September 30, 2024 to $10,125,000 during the

nine months ended September 30, 2025.

The increase was primarily due to proceeds from the issuance of shares, partially offset by the

repayment of short-term loans.

Accounting Policies and Estimates

the three months ended March 31, 2026, net cash used in operating activities was $1.1 million, compared to $6.8 million during the three

months ended March 31, 2025.

The decrease was primarily due a lower net loss during the current period.

cash used in investing activities decreased to nil for the three months ended March 31, 2026, compared to $0.3 million for the three months

ended March 31, 2025.

The decrease was primarily due to reduced expenditures for capitalized software during the current period.

cash provided by financing activities shifted to a net outflow of $0.5 million for the three months ended March 31, 2026, compared to

a net inflow of $7.3 million for the three months ended March 31, 2025.

The decrease was primarily driven by $8.9 million in proceeds

from issuance of shares received during the prior-year period, which did not recur in the current quarter.

Accounting Estimates

preparation of the consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q

15 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis