Item 5. Other Information
Item 5. Other Information
Item
1.01 Entry into a Material Definitive Agreement.
RyuShin
Advisors LLC Advisory Agreement
On
February 18, 2025, the Company entered into a two-year advisory agreement (the “RyuShin Agreement”) with RyuShin Advisors
LLC (“RyuShin”), pursuant to which RyuShin will provide follow-on offering and capital markets advisory services to the Company.
As compensation for such services, the Company paid RyuShin $1,536,769 upon execution of the RyuShin Agreement.
The
foregoing description of the RyuShin Agreement is not complete and is qualified in its entirety by reference to the full text of the
RyuShin Agreement, which is included as Exhibit 10.21 to this quarterly report and is incorporated herein by reference.
PeakValue,
LLC Master Services Agreement
On
February 18, 2025, the Company entered into a three-year services agreement (the “PeakValue Agreement”) with PeakValue, LLC
(“PeakValue”), pursuant to which PeakValue will provide digital marketing and technology services, business development and
strategic services, investment and fund participation services, and any other business consultancy services to the Company as may be
mutually agreed upon between the Company and PeakValue. As compensation for such services, the Company paid PeakValue $2,049,025.
The
foregoing description of the PeakValue Agreement is not complete and is qualified in its entirety by reference to the full text of the
PeakValue Agreement, which is included as Exhibit 10.22 to this quarterly report and is incorporated herein by reference.
Cherish
Gloss Group Limited Capital Market Services Agreement
On
February 18, 2025, the Company entered into a one-year services agreement (the “Cherish Agreement with Cherish Gloss Group Limited
(“Cherish”), which agreement is automatically renewable for successive 12-month periods if not terminated 60 days prior to
the end of the term, and pursuant to which Cherish will provide follow-on capital markets preparation and advisory services to the Company.
As compensation for such services, the Company paid Cherish $1,024,513 upon execution of the Cherish Agreement.
The
foregoing description of the Cherish Agreement is not complete and is qualified in its entirety by reference to the full text of the
Cherish Agreement, which is included as Exhibit 10.23 to this quarterly report and is incorporated herein by reference.
Jipsy
Trade Limited Consultancy Agreement
On
February 18, 2025, the Company entered into a two-year consultancy agreement (the “Jipsy Agreement”) with Jipsy Trade Limited
(“Jipsy”), pursuant to which Jipsy will provide post-IPO capital markets advisory services to the Company. As compensation
for such services, the Company paid Jipsy $789,693 upon execution of the Jipsy Agreement.
42
The
foregoing description of the Jipsy Agreement is not complete and is qualified in its entirety by reference to the full text of the Jipsy
Agreement, which is included as Exhibit 10.24 to this quarterly report and is incorporated herein by reference.
Item
4.01. Changes in Registrant’s Certifying Accountant.
On
May 14, 2025, the audit committee (the “Audit Committee”) and board of directors of the Company approved the dismissal of
Grassi & Co., CPAs, P.C. (“Grassi”) as the Company’s independent registered public accounting firm, effective immediately.
Also on May 14, 2025, the Audit Committee and board of directors approved the engagement of ASSENTSURE PAC (“ASSENTSURE”)
as the Company’s independent registered public accounting firm, effective immediately.
The
reports of Grassi on the Company’s consolidated financial statements for the fiscal years ended December 31, 2024, and December
31, 2023, did not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty,
audit scope or accounting principles, except that the reports for the fiscal years ended December 31, 2024 and December 31, 2023 included
an explanatory paragraph relating to substantial doubt about the Company’s ability to continue as a going concern.
During
the fiscal years ended December 31, 2024, and December 31, 2023, and the subsequent interim period through May 14, 2025, there were
no (i) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Grassi on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Grassi, would have caused Grassi to make reference thereto in its reports on the financial statements of the Company
for such periods, or (ii) reportable events (as described under Item 304(a)(1)(v) of Regulation S-K).
In
accordance with Item 304(a)(3) of Regulation S-K, the Company provided Grassi with a copy of this quarterly report and
requested that Grassi furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether
Grassi agrees with the statements herein as they relate to Grassi. A copy of Grassi’s letter dated May 19, 2025, is filed as
Exhibit 16.1 to the Company’s current report on Form 8-K (File No. 001-42515) and is incorporated by reference into this Item
4.01.
During
the fiscal years ended December 31, 2024, and December 31, 2023, and the subsequent interim period through May 14, 2025, neither the
Company nor anyone on the Company’s behalf consulted ASSENTSURE regarding any of the matters referred to in Item 304(a)(2)(i) or
(ii) of Regulation S-K.
Item
5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
May 9, 2025, Mr. John M. Orobono Jr. notified the Company of his resignation as the Secretary, Chief Financial Officer and a Director
of the Company, effective May 9, 2025. The resignation of Mr. Orobono was due to personal reasons, and was not a result of any disagreement
with the Company on any matter related to the operations, policies, or practices of the Company.
While
the Company is looking for a full-time Chief Financial Officer to fill the vacancy created by Mr. Orobono’s resignation, the Company’s
director, Naoaki Mashita will serve as the interim Chief Financial Officer of the Company, effective on May 9, 2025.
Mr.
Naoaki Mashita, age 47, has also served as the Company’s Director since February 2024. Since 1998, Mr. Mashita has been the chief
executive officer of V-Cube, Inc., the Company’s parent company, and was responsible for such company’s overall management.
From November 2018 to August 2019, Mr. Mashita was the chief executive officer and president at Sensyn Robotics, Inc., where he oversaw
the company’s daily operations. Mr. Mashita currently serves on the board of directors for Sumitomo Mitsui Trust Bank Limited,
Ushio Inc., and Micin Inc. Mr. Mashita received his bachelor’s degree in Computer Science from Keio University in 2000 and his
master’s degree in Computer Science from Keio University Graduate School in 2002. Given
Mr. Mashita’s experience, the Company believes that he is qualified to serve as interim Chief Financial Officer until
the Company hires a full-time Chief Financial Officer .
There
are no family relationships between Mr. Mashita and any of the Company’s directors or
other executive officer s. There is no arrangement or understanding between
Mr. Mashita and any other person pursuant to which Mr. Mashita was selected as interim Chief Financial Officer. There have been no transactions
involving Mr. Mashita that would be required to be disclosed by Item 404(a) of Regulation S-K.
On
May 13, 2025, Mr. David Price notified the Company of his resignation as an independent Director and a member of the Audit Committee
of the Company, effective May 13, 2025. The resignation of Mr. Price was due to personal reasons, and was not a result of any disagreement
with the Company on any matter related to the operations, policies, or practices of the Company.
On
May 13, 2025, Mr. Justin Sherrock notified the Company of his resignation as an independent Director and the chairperson of the Audit
Committee of the Company, effective May 13, 2025. The resignation of Mr. Sherrock was due to personal reasons, and was not a result of
any disagreement with the Company on any matter related to the operations, policies, or practices of the Company.
As
a result of the foregoing resignations, the Company is no longer compliant with the audit committee composition requirements under the
Nasdaq Rule 5605. The Company is endeavoring to address the noncompliance with the audit committee composition requirements
and is currently looking for suitable candidates to fill the vacancies created by such resignations.
43
Item 6. Exhibits
The exhibits listed below are filed as part of this
quarterly report on Form 10-Q.
Index to Exhibits
Incorporated
by Reference
(Unless
Otherwise Indicated)
Exhibit
Number
Exhibit
Title
Form
File
Exhibit
Filing
Date
3.1
Certificate
of Incorporation
S-1
333-282621
3.1
October
11, 2024
3.2
Bylaws
S-1
333-282621
3.2
October
11, 2024
4.1
Specimen Stock Certificate
S-1
333-282621
4.1
October
11, 2024
10.1
Employment
Agreement dated August 1, 2024 by and between Randolph Wilson Jones III and the Registrant
10-K
001-42515
10.1
March
28, 2025
10.2
Employment
Agreement dated November 4, 2024 by and between John M. Orobono Jr. and the Registrant
10-K
001-42515
10.2
March
28, 2025
10.3
Form
of Indemnification Agreement by and between the Registrant and its officers and directors
10-K
001-42515
10.3
March
28, 2025
10.4
Form
of Director Offer Letter by and between the Registrant and its directors
10-K
001-42515
10.4
March
28, 2025
10.5
Agreement
for loan condition by and between V-Cube, Inc. and Xyvid, Inc.
10-K
001-42515
10.5
March
28, 2025
10.6
Agreement
for loan condition by and between Wizlearn Technologies Pte. Ltd. and Xyvid, Inc.
10-K
001-42515
10.6
March
28, 2025
10.7
Agreement
of lease by and between Xyvid, Inc. and GHDLCK LLC
10-K
001-42515
10.7
March
28, 2025
10.8
Consulting
Agreement with Spirit Advisors, LLC
10-K
001-42515
10.8
March
28, 2025
10.9
Master Service Agreement by and between the Registrant and its Largest Customer for the Fiscal Year Ended December 31, 2023 (portions of the exhibit will be omitted pursuant to Item 601 of Regulation S-K)
10-K
001-42515
10.9
March
28, 2025
10.10
The
Registrant’s 2024 Equity Incentive Plan
10-K
001-42515
10.10
March
28, 2025
10.11
Agreement
for Loan Conditions by and between Xyvid, Inc. and Naoaki Mashita
10-K
001-42515
10.11
March
28, 2025
10.12
The
Registrant’s Amended and Restated 2024 Equity Incentive Plan
10-K
001-42515
10.12
March
28, 2025
10.13
Amendment
to the Agreement for Loan Conditions by and between Xyvid, Inc. and Naoaki Mashita
10-K
001-42515
10.13
March
28, 2025
10.14
Agreement
Regarding Extension of Maturity Date for Loans by and between TEN Events, Inc. and V-Cube, Inc.
10-K
001-42515
10.14
March
28, 2025
10.15
Agreement
Regarding Extension of Maturity Date for Loans by and between TEN Events, Inc. and Wizlearn Technologies Pte. Ltd.
10-K
001-42515
10.15
March
28, 2025
44
10.16
Agreement
for Loan Conditions by and between TEN Events, Inc. and Wizlearn Technologies Pte. Ltd. dated January 22, 2025
10-K
001-42515
10.16
March
28, 2025
10.17
Agreement
for Loan Conditions by and between TEN Events, Inc. and V-Cube, Inc. dated January 9, 2025
10-K
001-42515
10.17
March
28, 2025
10.18
Agreement
for Loan Conditions by and between TEN Events, Inc. and Wizlearn Technologies Pte. Ltd. dated January 28, 2025
10-K
001-42515
10.18
March
28, 2025
10.19
Second
Agreement Regarding Extension of Maturity Date for Loans by and between TEN Events, Inc. and V-Cube, Inc. dated March 28, 2025
10-K
001-42515
10.19
March
28, 2025
10.20
Second
Agreement Regarding Extension of Maturity Date for Loans by and between TEN Events, Inc. and Wizlearn Technologies Pte. Ltd. dated
March 28, 2025
10-K
001-42515
10.20
March
28, 2025
10.21
Follow-on Offering Advisory Agreement by and between the Registrant and RyuShin Advisors LLC dated February 18, 2025
—
—
—
Filed
herewith
10.22
Master Services Agreement by and between the Registrant and PeakValue, LLC dated February 18, 2025
—
—
—
Filed
herewith
10.23
Follow-on Capital Markets Services Agreement by and between the Registrant and Cherish Gloss Group Limited dated February 18, 2025
—
—
—
Filed
herewith
10.24
Consultancy Agreement by and between the Registrant and Jipsy Trade Limited dated February 18, 2025
—
—
—
Filed
herewith
14.1
Code
of Business Conduct and Ethics
S-1
333-282621
14.1
October
11, 2024
16.1
Letter of Grassi dated May 19, 2025.
8-K
00 1-42515
16.1
May 19, 2025
19.1
Insider
Trading Policy
S-1
333-282621
19.1
October
11, 2024
21.1
Subsidiaries
S-1
333-282621
21.1
October
11, 2024
31.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
—
—
—
Filed
herewith
31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
—
—
—
Filed
herewith
32.1*
Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
—
—
—
Furnished
herewith
32.2*
Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
—
—
—
Furnished
herewith
101.INS
Inline
XBRL Instance Document
—
—
—
Filed
herewith
101.SCH
Inline
XBRL Taxonomy Extension Schema Document
—
—
—
Filed
herewith
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
—
—
—
Filed
herewith
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document
—
—
—
Filed
herewith
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document
—
—
—
Filed
herewith
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
—
—
—
Filed
herewith
104
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
—
—
—
Filed
herewith
* In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications
furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-Q and will not be deemed filed for purposes of Section
18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act
or the Exchange Act.
45
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:
May 19, 2025
TEN Holdings, Inc.
By:
/s/ Randolph Wilson Jones III
Randolph Wilson Jones III
CEO and Director
46