UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 2630, 2026

TEN Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-42515

99-1291725

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

1170 Wheeler Way

Langhorne, PA

19047

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number including area code:

1.800.909.9598

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		XHLD		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7 5.0102 ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AsDeparture ~~previously announced, management~~ of ~~Ten~~Director Holdings, Inc. (the “Company”) will present in person at the DealFlow Discovery Conference on January 28, 2026 and January 29, 2026 at the Borgata Hotel in Atlantic City, New Jersey. The Company will provide a formal presentation and host investor meetings. In connection therewith, the Company posted an updated investor presentation to the Investor Relations page of its corporate website. A copy of the presentation is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

~~The~~On ~~information~~January ~~disclosed~~30, ~~under~~2026, ~~Item 7~~Mr.~~01,~~ ~~including~~Naoaki ~~Exhibit 99.1~~Mashita, isa ~~being~~member ~~furnished~~of ~~and~~the ~~shall~~Board ~~not~~of beDirectors ~~deemed~~(the “~~filed~~Board”) ~~for purposes~~ of ~~Section~~TEN 18Holdings, ofInc. (the ~~Securities~~“Company”), notified ~~Exchange~~the ~~Act~~Board of ~~1934,~~his resignation as ~~amended~~a ~~(the~~member ~~“Exchange~~of ~~Act”)~~the Board, orincluding ~~otherwise~~his ~~subject~~role toas the ~~liabilities~~ independent Chair of ~~that~~the ~~section~~Board, ~~and~~effective ~~shall~~immediately. Mr. ~~not~~Mashita’s beresignation ~~deemed~~was tonot bedue ~~incorporated~~to ~~by reference in~~ any ~~filing~~disagreement ~~made~~with by the Company ~~under the Securities Act of 1933~~, asits ~~amended~~management, or the ~~Exchange~~Board ~~Act,~~on ~~except~~any asmatter ~~expressly~~relating to ~~set~~the ~~forth~~Company’s byoperations, ~~specific~~policies ~~reference~~or ~~in such filing~~practices.

Appointment of Directors

On February 2, 2026, the Board appointed Ms. Christina Maldonado, effective immediately, to fill the vacancy on the Board created by the departure of Mr. Mashita. Ms. Maldonado will serve on the Board until the Company’s 2026 annual meeting of shareholders or until her successor is duly elected and qualified or her earlier resignation or removal. The Board also appointed Ms. Maldonado to serve as a member of the Audit Committee of the Board (the “Audit Committee”) and the Compensation Committee of the Board (the “Compensation Committee”). Ms. Maldonado will serve as Chair of the Compensation Committee.

As compensation for service as a non-employee director Ms. Maldonado will receive an annual cash retainer of $10,000.

The Company also entered into its standard form of indemnification agreement with Ms. Maldonado, pursuant to which the Company has agreed to indemnify Ms. Maldonado to the maximum extent of the coverage permitted by applicable law.

There were no arrangements or understandings pursuant to which Ms. Maldonado was appointed as a director, member of the Audit Committee or Compensation Committee and, since the beginning of the Company’s last fiscal year, Ms. Maldonado has not engaged in any transaction with the Company that would be reportable as a related person transaction under Item 404(a) of Regulation S-K.

The Board has determined that Ms. Maldonado will be “independent” as defined under applicable NASDAQ Marketplace Rules at the time of her appointment.

On February 4, 2026, the Board appointed Mr. Randolph Wilson Jones III, the Company’s chief executive officer and a member of the Board, to be the Chair of the Board. Since Mr. Jones is not considered independent under applicable NASDAQ Marketplace Rules, the Board appointed Ms. Maldonado to serve as the Lead Independent Director of the Board.

Item 8.01 Other Events.

On February 2, 2026, the Board established the Compensation Committee and the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”), both of which are composed of the independent directors of the Board in accordance with NASDAQ Marketplace Rules. Pursuant to the applicable transition periods under NASDAQ Marketplace Rules, Ms. Maldonado is currently serving as the sole member of the Compensation Committer and Mr. Gan Yong Sheng is serving as the sole member of the Nominating and Corporate Governance Committee. The Board also appointed Mr. Gan Yong Sheng to serve as the Chair of the Nominating and Corporate Governance Committee.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished or filed with this report, as applicable:

Exhibit No.		Description
99.1		Investor Presentation.
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

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.

	TEN HOLDINGS, INC.
Date: January 26, 2026	By:	/s/ Randolph Wilson Jones III
Date: February 5, 2026	By:	/s/ Randolph Wilson Jones III
		Randolph Wilson Jones III Chief Executive Officer and Director

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