What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-10 compared with 2026-05-15 · 174 added, 99 removed, 161 unchanged (63% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Discussion and Analysis of Financial Condition and Results of Operations.

following discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes included

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“Risk Factors” section included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities

Exchange Commission (the “SEC”) on March 18, 2026 (the “Annual Report”) .

and Exchange Commission (the “SEC”) on March 18, 2026 (the “Annual Report”).

we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from

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(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 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

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

(“TEN Events”), an operating subsidiary incorporated in Pennsylvania in May 2011.

Through TEN Events, the Company delivers

technology-enabled event engagement and digital communications solutions that help organizations create, manage, and distribute virtual,

hybrid, self-service, and in-person experiences.

Our offerings combine proprietary software, production capabilities, and managed services

to support enterprise customers throughout the event lifecycle, including content delivery, audience engagement, webinar management,

and continuing education programs.

Following our corporate restructuring completed during fiscal 2023, we expanded our capabilities to

include in-person event production, live streaming, and multimedia content capture, further enhancing our integrated technology offering.

As of the date of this Quarterly Report on Form 10-Q, we primarily generate revenue from subscriptions and usage of our technology offering,

as well as related professional and managed services provided to enterprise customers.

We experienced a decrease in our total revenue

in the second quarter of fiscal year 2026, mainly due to less the expected revenue coming from one of our largest customers, while also

having a significant number of opportunities shift to the third quarter of fiscal year 2026.

For the six months ended June 30, 2026 and

2025, we had total revenue of approximately $1.6 million and $1.9 million, respectively, and net loss of approximately $5.9 and $7.6

million, respectively.

For the six months ended June 30, 2026 and 2025, the revenue generated from platform usage was approximately $1.3

million and $1.6 million, respectively, accounting for approximately 79.5% and 85.6% of our total revenue, respectively;

and the revenue

generated from professional and managed services was approximately $0.3 million and $0.3 million, respectively, accounting for approximately

20.5% and 14.4% of our total revenue, respectively.

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Financial Performance Indicators

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

revenue is generated from our integrated technology offering and complementary professional services provided to enterprise customers.

Our solutions enable organizations to plan, manage, and deliver webinars, virtual, hybrid, self-service, and in-person events, with revenue

derived from platform access, technology-enabled services, and related event execution.

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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profit and operating profit margin

profit is the difference between our revenue and cost of revenue and selling, general and administrative expenses.

Operating profit margin

is the operating profit as a percentage of revenue.

profit is the difference between our revenue and cost of revenue and selling, general and administrative expenses and depreciation expenses.

Operating profit margin is the operating profit as a percentage of revenue.

income (expenses)

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of Operations

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)

Three Months Ended March 31,

Delivered events - Virtual and Hybrid

Delivered events - Physical

of Results of Operations for the three months ended June 30, 2026 and 2025

following table sets forth our statements of operations for the three months ended June 30, 2026 and 2025:

(in thousands, except change % data)

Three Months Ended June 30,

Platform Usage

Professional & Managed Services

Total Revenue

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Provision for income taxes

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.

decreased by $0.4 million, or 34.5%, to $0.7 million.

The decrease was primarily driven by less revenue from one of our largest customers,

while also having a significant number of opportunities shift to the third quarter of fiscal year 2026 and the related revenue to be

recognized then.

of revenue decreased by $0.07 million, or 40.6%, to $0.1 million, reflecting a decrease in direct costs resulting from a decrease in

related revenue.

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.

expenses increased by $1.5 million, or 67.6%, to $3.6 million, primarily due to an increase in professional fees.

and amortization expenses decreased by $0.1 million, or 92.6%, to $0.01 million.

The decrease was primarily due to the impairment loss

recognized on the software during the year ended December 31, 2025, as the Company no longer had any software assets subject to amortization

during the three months ended June 30, 2026.

Income (Expense), net

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.

income (expense), net changed from expense of $1.4 million during the three months ended June 30, 2025 to income of $0.04 million during

the three months ended June 30, 2026.

The change primarily resulted from the expenses incurred in connection with the entry by the Company

into a Settlement Agreement and Stipulation with Sunpeak Holdings Corporation (the “Settlement Agreement”) during the three

months ended June 30, 2025, which were non-recurring.

expenses decreased by $0.05 million, or 65.0%, to $0.03 million, primarily due to a lower outstanding short-term loan balance during

the three months ended June 30, 2026.

a result of the foregoing, the net loss was $3.0 million during the three months ended June 30, 2026 compared to the net loss of $2.8

million during the three months ended June 30, 2025.

Financial Measures

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

Three Months Ended March 31,

following table provides a reconciliation of net loss to non-GAAP net loss for the three months ended June 30, 2026 and 2025:

Three Months Ended June 30,

(in thousands, except share data)

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(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:

Three Months Ended March 31,

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

following table provides a reconciliation of net loss to Adjusted EBITDA for the three months ended June 30, 2026 and 2025:

Three Months Ended June 30,

(in thousands)

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Adjusted EBITDA

of Results of Operations for the six months ended June 30, 2026 and 2025

following table sets forth our statements of operations for the six months ended June 30, 2026 and 2025:

(in thousands, except change % data)

Six Months Ended June 30,

Platform Usage

Professional & Managed Services

Total Revenue

Cost of revenue

Operating expenses:

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

decreased by $0.3 million, or 14.6%, to $1.6 million.

The decrease was primarily driven by lesser expected revenue coming from one

of our largest customers, while also having a significant number of opportunities shift to the third quarter of fiscal year 2026 and

the related revenue to be recognized then.

of revenue increased by $0.05 million, or 13.9%, to $0.4 million.

The increase was primarily due to a higher number of physical

events held for other customers during the six months ended June 30, 2026 compared to the same period last year, which resulted in

higher contract labor costs.

This increase in cost of revenue occurred despite the overall decrease in revenue during the

period, as the decline was concentrated on one customer’s shifted opportunities, rather than a reduction in physical

events overall.

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

expenses decreased by $0.3 million, or 4.5%, to $7.0 million.

The decrease was primarily due to lower stock-based compensation expenses

recognized during the six months ended June 30, 2026, partially offset by an increase in professional fees.

and amortization expenses decreased by $0.3 million, or 92.6%, to $0.02 million.

The decrease was primarily due to the impairment loss

recognized on the software during the year ended December 31, 2025, as the Company no longer had any software assets subject to amortization

during the six months ended June 30, 2026.

Income (Expense), net

income (expenses), net changed from expense of $1.4 million during the six months ended June 30, 2025 to income of $0.04 million during

the six months ended June 30, 2026.

The change primarily resulted from the expenses incurred in connection with the entry into the Settlement

Agreement during the six months ended June 30, 2025 which were non-recurring.

expenses decreased by $0.06 million, or 40.3%, to $0.09 million, primarily due to a lower outstanding short-term loan balance during

the six months ended June 30, 2026.

a result of the foregoing, the net loss was $5.9 million during the six months ended June 30, 2026 compared to the net loss of $7.6 million

during the six months ended June 30, 2025.

Financial Measures

Net Loss and Non-GAAP Net Loss per Share

following table provides a reconciliation of net loss to non-GAAP net loss for the six months ended June 30, 2026 and 2025:

Six Months Ended June 30,

(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

following table provides a reconciliation of net loss to Adjusted EBITDA for the six months ended June 30, 2026 and 2025:

Six Months Ended June 30,

(in thousands)

Interest expenses

Provision for income taxes

Depreciation and amortization

Other (income) expenses, net

Stock-based compensation expenses

Adjusted EBITDA

and Capital Resources

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

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.

of June 30, 2026 and December 31, 2025, we had cash of $5.8 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, borrow funds

from financial institutions.

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.

On June 30, 2026, we issued 7,500,000 shares of our common stock

for net proceeds of $6.6 million in a registered direct offering to certain investors.

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 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.

We have incurred and continue to incur losses from operations and negative cash flows from operating activities.

six months ended June 30, 2026, we incurred a net loss of $5.9 million and used $2.7 million of cash in operating activities.

30, 2026, we had an accumulated deficit of $27.3 million and short-term related-party debt obligations of $0.4 million, all of which

will mature within the next twelve months.

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

contracts, implement cost control measures, and secure additional debt or equity financing.

Management is always evaluating additional

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

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Obligations and Commitments

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

As of March 31, 2026

of June 30, 2026, the Company had a total of $0.5 million in contractual obligations for future payments.

As of June 30, 2026

(in thousands)

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Operating lease payments

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.

of June 30, 2026, we had outstanding short-term debt obligations of $0.5 million which mature within the next twelve months.

capital expenditures primarily consist of acquisition 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.

the six months ended June 30, 2026 and 2025, we spent nil and $0.5 million, respectively, on capitalized software.

Sheet Arrangements

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,

of June 30, 2026, the Company did not have any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

flows for the six months ended June 30, 2026 and 2025

(in thousands)

Six Months Ended June 30,

Cash flows from operating activities:

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Stock-based compensation

Loss on extinguishment of debt

Gain on lease modification

Changes in operating assets and liabilities:

Accounts receivable

Accounts receivables

Advance – related party

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Deferred revenue

Other liabilities

Operating lease liabilities

Net cash used in operating activities

Cash flows from investing activities:

Cash flows from investing activity:

Purchase of capitalized internal-use software

Net cash used in investing activities

Net cash used in investing activity

Cash flows from financing activities:

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Repayments of short-term loans – related party

Proceed from issuance of shares

Proceeds from issuance of shares

Payment for deferred offering costs

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 used in operating activities mainly consists of our net loss adjusted for certain non-cash items, including stock-based compensation

Net change in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

Cash, cash equivalents and restricted cash at end of period

Reconciliation of cash, cash equivalents and restricted cash

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents and restricted cash

cash used in operating activities mainly consists of our net loss adjusted for certain noncash 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 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.

the six months ended June 30, 2026, net cash used in operating activities was $2.7 million, compared to $7.6 million during the six months

ended June 30, 2025.

The decrease in cash outflow was primarily due to lower net loss during the current period and a decrease in advance

to related party, partially offset by lower non-cash adjustment for stock-based compensation expenses and loss on extinguishment of debt.

cash used in investing activities decreased to nil for the six months ended June 30, 2026, compared to $0.5 million for the six months

ended June 30, 2025.

The decrease was due to the absence of purchase of property and equipment and capitalized software during the current

cash provided by financing activities was $7.0 million for the six months ended June 30, 2026, compared to $8.8 million for the six months

ended June 30, 2025.

The decrease was primarily driven by lower proceeds received from the issuance of shares and short-term loans from

related parties during the current period, partially offset by lower repayments for short-term loans from related parties.

Accounting Estimates

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accounting policies and estimates since the Annual Report.

Quantitative and Qualitative Disclosures About Market Risk .

and Qualitative Disclosures about Market Risk.

a smaller reporting company, we are not required to provide this information.

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