TEN Holdings, Inc. 10-Q

Item 1. Legal Proceedings We are not currently involved in any material legal proceedings, other than as disclosed below. From time to time, we are, and we anticipate that we will be, involved in legal proceedings, claims, and litigation arising in the ordinary course of our business and otherwise. The ultimate costs to resolve any such matter could have a material adverse effect on our financial statements. We could be forced to incur material expenses with respect to these legal proceedings, and in the event that there is an outcome in any that is adverse to us, our financial position and prospects could be harmed. On October 27, 2025, the Company received a grand jury subpoena from the U.S. Attorney’s Office in connection with an investigation in the Southern District of New York. The subpoena calls for the production of documents relating to the Company’s initial public offering. The Company has produced records in response to that grand jury subpoena. Subsequently, the Company received additional DOJ requests for information to include, but not limited to, documents and communications relating to four contracts the Company executed after its IPO. The Company is complying with these additional requests for information. On October 28, 2025, the Company learned that the SEC is conducting a related investigation pursuant to its authority. On March 10, 2026, the Company received a subpoena for documents from the SEC, which also calls for the production of documents and communications related to the Company’s initial public offering and other items. The Company is aware that its former Chief Executive Officer also received a SEC subpoena that seeks records and communications relating to these investigations. Pursuant to an internal investigation overseen by the Board of Directors of the Company (the “Board”) in consultation with the Company’s counsel, the Board believes that certain agreements executed at the direction of former members of management in connection with the Company’s initial public offering, which were terminated as disclosed in the Company’s Form 8-K filed on July 24, 2026 (the “8-K”), lacked economic substance and any direct benefit to the Company, and may have solely benefited the counterparties to those agreements rather than the Company. The Company has informed the DOJ and SEC of these facts and continues to cooperate with the above investigations. The Company has undertaken remedial measures, including terminating the identified contracts and third-party relationships as disclosed in the 8-K and enhancing its compliance program and internal policies and controls; in addition, incumbent members of management and the Company’s Board of Directors at the time of the initial public offering are no longer with the Company. The Company is continuing to fully cooperate with both investigations and will comply with its obligations under the subpoenas. The Company cannot predict the scope or timing of the investigations, the resolution or the outcome of the investigations, the costs or the potential impact on the Company. Based on the information currently available, the Company has not recorded a loss contingency in connection with these matters because management does not believe that a loss is both probable and reasonably estimable as of June 30, 2026. The Company is also currently unable to reasonably estimate the amount or range of any possible loss that may result from these matters. The Company will continue to evaluate developments relating to the investigations and will recognize an accrual or provide additional disclosure if and when required. As of the reporting date, the investigations remain ongoing, no conclusions have been reached, and no final determinations have been made.