As filed with the U.S. Securities and Exchange Commission on ~~July~~April 176, ~~2025~~2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TEN Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada		7370		99-1291725
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification ~~No.~~Number)

1170 Wheeler Way

Langhorne, PA 19047

1.800.909.9598

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

~~Randolph~~Virgilio ~~Wilson~~D. ~~Jones III Chief Executive Officer 1170 Wheeler Way~~Torres

Chief Financial Officer

1170 Wheeler Way

Langhorne, PA 19047

1.800.909.9598

(Name, address, including zip code, and telephone number, including area code, of agent for service)

~~Copy~~Copies to:

~~Ying Li~~Shashi Khiani, Esq. Prithvi Tanwar, Esq. Polsinelli PC 1401 Eye Street, NW, Suite 800 Washington, DC 20005 (202) 783-3300 Lawrence Venick Esq. Loeb & Loeb LLP 10100 Santa Monica Boulevard Suite 2200 Los Angeles, CA 90067 (310) 282-2000

~~Lisa~~Approximate ~~Forcht,~~date ~~Esq~~of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

~~Hunter~~If ~~Taubman~~any ~~Fischer~~of &the Lisecurities ~~LLC~~being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

950 Third Avenue, 19th Floor

New York, NY 10022

(212) 530-2206

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller ~~Reporting~~reporting ~~Company~~company ☒ Emerging ~~Growth~~growth ~~Company~~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 7(a)(2)(B) of the Securities Act. ☐

The ~~registrant~~Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the ~~registrant~~Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until ~~this~~the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. ~~The~~We ~~selling stockholder~~ may not sell these securities until the United States Securities and Exchange Commission declares the registration statement, of which this prospectus forms a part, ~~is filed with the Securities and Exchange Commission is~~ effective. This preliminary ~~prospectus~~ prospectus is not an offer to sell these securities, and itwe isare not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

~~PRELIMINARY PROSPECTUS~~ SUBJECT TO COMPLETION, DATED ~~JULY~~APRIL 176, ~~2025~~2026

PRELIMINARY PROSPECTUS

TEN Holdings, Inc.

~~7,000,000~~ Shares of Common Stock

~~This~~TEN ~~prospectus~~Holdings, ~~relates~~Inc. to(“TEN,” the ~~offer~~“Company,” ~~and~~“we,” ~~sale~~“us,” ~~from~~or ~~time~~“our”) tois ~~time of up to 7,000,000~~ offering shares of our common stock, par value $0.0001 per share (our “~~common~~Common ~~stock~~Stock”),. byWe ~~Lincoln~~expect ~~Park~~a ~~Capital~~public ~~Fund~~offering price of $ to $ per share, for ~~LLC~~an ~~(“Lincoln~~aggregate ~~Park”~~offering price of $ to $ , or $ to $ if the ~~“Selling~~Underwriter ~~Stockholder”~~(as defined below) exercises its Over-Allotment Option (as defined below) in full.

The ~~shares~~offering ofis ~~common~~being ~~stock~~underwritten toon ~~which~~a ~~this~~firm ~~prospectus~~commitment ~~relates~~basis. ~~are~~The ~~shares~~public ~~that~~offering ~~have~~price ~~been~~per orshare ~~may~~will be ~~issued~~determined bythrough usnegotiations between tothe ~~Lincoln Park~~Company ~~pursuant~~and toNetwork ~~the~~1 ~~purchase~~Financial ~~agreement~~Securities, ~~dated~~Inc. as(the “Underwriter”) at the time of ~~June~~pricing 23based on our historical performance and capital structure, ~~2025~~prevailing market conditions, ~~that~~and wethe ~~entered~~assessment ~~into~~of ~~with~~our ~~Lincoln~~business ~~Park~~and (may be at a discount to the ~~“Purchase~~current ~~Agreement”).~~market ~~See~~price ~~“The~~of ~~Lincoln~~our ~~Park~~Common ~~Transaction”~~Stock. ~~for~~The arecent ~~description~~market ofprices ~~that~~referenced ~~agreement~~in ~~and~~this ~~“Selling~~prospectus ~~Stockholder~~(the “Prospectus”) may not be indicative ~~for~~of ~~additional~~the ~~information~~actual ~~regarding~~public ~~Lincoln~~offering ~~Park~~price of our shares.

WeOur ~~are~~Common ~~not~~Stock ~~selling~~is ~~any~~listed ~~securities~~on ~~under this prospectus and will not receive any of~~ the ~~proceeds from~~Nasdaq ~~the~~Capital ~~sale~~Market of shares by the selling stockholder. However, we may receive up to $20.0 million aggregate gross proceeds under the Purchase Agreement from any sales of common stock we make to Lincoln Park pursuant to the Purchase Agreement after the date of this prospectus. On June 23, 2025, we issued 882,145 shares of common stock (~~the~~ “~~Commitment Shares~~Nasdaq”) to ~~Lincoln Park as consideration for its commitment to purchase our common stock from time to time at our direction~~ under ~~the~~ ~~Purchase Agreement, all of which Commitment Shares are included in this prospectus. See~~ the ~~section~~symbol ~~titled~~ “~~The Lincoln Park Transaction~~XHLD.” ~~for~~The alast ~~description~~reported sale price of ~~the~~our ~~Purchase~~Common ~~Agreement~~Stock ~~and~~on the ~~section~~Nasdaq ~~titled~~on ~~“Selling~~April ~~Stockholder”~~2, ~~for~~2026, ~~additional information~~was ~~regarding~~$1.51 ~~Lincoln~~per ~~Park~~share.

~~The~~You ~~Selling~~should ~~Stockholder~~read ~~may~~this ~~sell~~entire orProspectus, ~~otherwise~~together ~~dispose~~with ofadditional ~~the~~information ~~common stock~~ described inunder ~~this prospectus in a number of different ways and at varying prices. See the section titled~~ “~~Plan~~Additional ~~of Distribution~~Information,” ~~for more information about how the Selling Stockholder~~carefully ~~may~~before ~~sell~~you orinvest ~~otherwise~~in ~~dispose~~any of ~~the shares of~~ our ~~common stock being offered through this prospectus~~securities. ~~The Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).~~

~~The~~We ~~Selling~~are ~~Stockholder~~a ~~will~~smaller ~~pay~~reporting ~~all~~company ~~brokerage~~under ~~fees~~Rule ~~and~~405 ~~commissions~~of ~~and~~Regulation ~~similar~~S-K ~~expenses~~under inthe ~~connection~~Securities ~~with~~Act ~~any resale or other disposition~~ of ~~the~~1933, ~~common~~as ~~stock~~amended ~~described in this prospectus by~~ (the ~~Selling Stockholder.~~“Securities WeAct”), ~~will~~and, ~~pay~~as ~~the~~such, ~~expenses~~have ~~incurred~~elected into ~~registering~~comply ~~under~~with ~~the~~certain ~~Securities~~scaled ~~Act~~or ~~the~~reduced ~~offer~~public ~~and~~company ~~resale~~disclosure ofrequirements ~~such~~for ~~shares~~this ofProspectus and ~~common stock by~~ the ~~Selling~~documents ~~Stockholder,~~incorporated ~~including~~herein ~~legal~~by ~~and accounting fees~~reference. ~~See “Plan of Distribution”.~~

Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “XHLD.” The last reported sale price of our common stock on Nasdaq on July 11, 2025 was $0.3684 per share.

	Per Share	Total
Public Offering Price ⁽¹⁾
Underwriting Discounts and Commissions ⁽²⁾
Proceeds, Before Expenses, to the Company

Investing in our securities involves a high degree of risk. These risks are described in the “Risk Factors” section on page 5 of this prospectus. You should also consider the risk factors described or referred to in any documents incorporated by reference in this prospectus, and in any applicable prospectus supplement to this prospectus, before investing in these securities.

	(1)	Public offering price per share is assumed as $ per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this Prospectus.

	(2)	Represents an underwriting discount equal to 6.0% per share.

~~Neither~~We have granted the ~~SEC~~Underwriter ~~nor~~an ~~any~~over-allotment ~~state~~option ~~securities~~(“Option” ~~commission~~or ~~has~~“Over-Allotment ~~approved~~Option”) orfor ~~disapproved~~a period of up to 45 days from the ~~securities~~effective todate beof ~~issued~~the ~~under~~registration ~~this~~statement ~~prospectus~~(the or“Registration ~~determined if~~Statement”) of which this ~~prospectus~~Prospectus forms isa ~~truthful~~part orto ~~complete~~purchase up to additional shares of our Common Stock. ~~Any~~If ~~representation~~the toUnderwriter exercises the ~~contrary~~Over-Allotment isOption ain ~~criminal~~full, the ~~offense~~total underwriting discounts and commissions payable by us will be $ , and the total proceeds to us, before expenses, will be $ .

~~The~~Investing ~~date~~in shares of our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 5 for more information on these risks. You should review that section of this ~~prospectus~~Prospectus isfor ~~[●],~~a ~~2025~~discussion of matters that investors should carefully consider before purchasing shares of our Common Stock.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense.

The Underwriter expects to deliver the shares of Common Stock against payment on or about , 2026.

Network 1 Financial Securities

The date of this Prospectus is April , 2026.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	1
PROSPECTUS SUMMARY	12
THE OFFERING	4
RISK FACTORS	5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	9
USE OF PROCEEDS	6
THE LINCOLN PARK TRANSACTION	10
DIVIDEND POLICY	6
USE OF PROCEEDS	16
CAPITALIZATION	6
DILUTION	178
DESCRIPTION OF CAPITAL STOCK	18
HOLDERS OF RECORD	10
SELLING STOCKHOLDER	22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	10
PLAN OF DISTRIBUTION	23
DESCRIPTION OF OUR CAPITAL STOCK	11
LEGAL MATTERS	25
UNDERWRITING	11
EXPERTS	25
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TONON-U.S.HOLDERS OF OUR COMMON STOCK	16
INCORPORATION BY REFERENCE	25
LEGAL MATTERS	19
WHERE YOU CAN FIND MORE INFORMATION	25
EXPERTS	19
ADDITIONAL INFORMATION	20
INCORPORATION OF DOCUMENTS BY REFERENCE	20
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	20

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act. Under this prospectus, the Selling Stockholder may, from time to time, sell shares of our common stock described in this prospectus in one or more transactions, as described herein. This prospectus provides you with a general description of the securities offered by the Selling Stockholder. Any prospectus supplement may also add, update, or change information contained in this prospectus. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a prospectus supplement.

For investors outside of the United States: Neither we nor the Selling Stockholder have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of this prospectus outside of the United States.

The registration statement we filed with the SEC of which this prospectus forms a part includes exhibits that provide more detail of the matters discussed in this prospectus. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus forms a part. You should read this prospectus and the related exhibits filed with the SEC and any prospectus supplement, together with additional information described under the headings “Where You Can Find More Information” and “Incorporation by Reference” before making your investment decision.

You should rely only on the information incorporated by reference or provided in this prospectus, any prospectus supplement and the registration statement of which this prospectus forms a part. Neither we nor the Selling Stockholder has authorized anyone else to provide you with different or additional information other than that contained in or incorporated by reference in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. Offers to sell, and solicitations of offers to buy, our common stock are being made only in jurisdictions where offers and sales are permitted. You should assume that the information in this prospectus and any prospectus supplement, or incorporated by reference, is accurate only as of the respective dates of those documents. Our business, financial condition, results of operations, and prospects may have changed since those dates.

This Prospectus is a part of a Registration Statement on Form S-1 that we filed with the SEC under the Securities Act, which includes exhibits that provide more information regarding the matters discussed in this Prospectus. This Prospectus provides you with a general description of the Company and the shares of Common Stock we are offering. Also, we incorporate by reference into this Prospectus certain documents and other information we have filed with the SEC. You should carefully read this Prospectus, as well as additional information described under “Additional Information” and “Incorporation of Documents by Reference,” before deciding to invest in our securities.

We have not authorized anyone to provide you with any information or to make any representations other than as contained in this Prospectus. We neither take any responsibility for, nor can provide any assurance about, the reliability of any information that others may give you. You should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the cover of this Prospectus. Our business, financial condition, results of operations, future growth prospects and other information in this Prospectus may have changed since that date.

This Prospectus is not an offer to sell, and it is not a solicitation of an offer to buy, securities in any jurisdiction in which the offer or sale is not permitted. The distribution of this Prospectus and the offer or sale of the securities offered hereby in certain jurisdictions is restricted by law. This Prospectus may not be used for, or in connection with, and does not constitute, any offer to, or solicitation by, anyone in any jurisdiction or under any circumstance in which such an offer or solicitation is not authorized or is unlawful. Recipients must not distribute this Prospectus into jurisdictions where such distribution would be unlawful.

For investors outside the United States, we are offering to sell, and seeking offers to buy, shares of our Common Stock only in jurisdictions where offers and sales are permitted. Neither we nor the Underwriter have done anything that would permit this offering or possession or distribution of this Prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourself about, and observe any restrictions relating to, this offering and the distribution of this Prospectus outside the United States.

In this Prospectus, unless the context otherwise requires, references to “TEN,” the “Company,” “we,” “our,” or “us,” refer to TEN Holdings, Inc., a Nevada corporation, and its subsidiaries.

Our logo, trademarks and service marks are the property of the Company. Other trademarks or service marks appearing in this Prospectus are the property of their respective holders. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this Prospectus may appear without the TM, SM, ® or © symbols, but such references are not intended to indicate, in any way, that we or any third-party will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains certain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 3b-6 thereunder. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to: any projections of earnings, revenue, or other financial items; any statements regarding the adequacy, availability, and sources of capital, any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “may,” “might,” “will,” “should,” “would,” “could,” “likely,” “estimate,” “intend,” “continue,” “future,” “potential,” “believe,” “expect,” “plan,” “project,” “target,” “forecast,” “outlook,” “anticipate,” “estimate,” or “intend” or similar expressions or the negative thereof. Such forward-looking statements are based on the beliefs of management as well as assumptions made by and information currently available to management. In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ materially from those contained in the forward-looking statements include, but are not limited to:

	●	assumptions about our future financial and operating results, including revenue, income, expenditures, cash balances, and other financial items;

	●	our ability to execute our growth strategies, including our ability to meet our goals;

	●	current and future economic and political conditions;

	●	our capital requirements and our ability to raise any additional financing which we may require;

	●	our ability to attract customers and further enhance our brand recognition;

	●	our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business;

	●	trends and competition in our industry; and

	●	other assumptions described in this Prospectus underlying or relating to any forward-looking statements.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed under “Risk Factors” in this Prospectus. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. We caution readers not to place undue reliance on forward-looking statements. The Company disclaims any obligation to revise or update any forward-looking statements contained in this Prospectus to reflect future events or developments.

PROSPECTUS SUMMARY

~~This~~The ~~prospectus~~following summary highlights ~~selected~~ information ~~appearing~~contained elsewhere inor ~~this prospectus and in documents we file with the SEC that are~~ incorporated by reference ininto this ~~prospectus~~Prospectus. ~~Because~~It ~~it is a summary, it~~ may not contain all of the information that may be important to you. ToYou ~~understand~~should read this ~~offering~~entire ~~fully,~~Prospectus ~~you~~including ~~should~~all ~~read~~documents ~~this~~incorporated ~~entire~~herein ~~prospectus~~by reference, carefully, ~~including~~especially the ~~information~~“Risk Factors” contained in or incorporated by reference into this Prospectus and under similar headings in the other documents that are incorporated by reference ~~herein~~into this Prospectus, ~~the~~including ~~information~~our ~~set~~Annual ~~forth~~Report ~~under~~on Form 10-K for the ~~heading~~year ~~“Risk~~ended ~~Factors”~~December 31, 2025 and our other SEC filings, as well as our consolidated financial statements and ~~the~~ related notes ~~thereto~~and other information incorporated by reference into this Prospectus before making an investment decision with respect to our securities. Please see the sections titled “Additional Information” and “Incorporation of Documents by Reference” in this ~~prospectus~~Prospectus.

Overview

WeThe ~~are~~Company, headquartered in Langhorne, Pennsylvania, was incorporated on February 12, 2024 in Pennsylvania to act as the holding company of TEN Events, Inc. (“TEN Events”), which was incorporated in Pennsylvania in May of 2011 and is an operating entity. On July 24, 2024, the Company changed its domicile of incorporation from Pennsylvania to Nevada. TEN Events is a provider of event planning, production, and broadcasting services ~~headquartered in Pennsylvania~~. WeTEN ~~mainly~~Events ~~produce~~produces virtual, ~~and~~ hybrid, ~~events~~self-service, and physical events. Virtual, ~~and~~ 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~~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~~livestreaming ~~streaming~~ and video recording of physical events.

~~Our~~As ~~mission~~of isthe todate ~~deliver~~of ~~top-tier~~this ~~planning~~Prospectus, ~~production,~~we ~~and~~primarily ~~broadcasting~~generate ~~services~~revenue ~~for~~from virtual, ~~hybrid,~~ and ~~physical~~hybrid events. ~~Our~~delivered ~~goal is~~ to ~~become~~corporate ~~a global leader in innovative virtual events that enhance engagement and connectivity, making impactful and memorable experiences accessible to all~~customers.

~~Purchase~~Our ~~Agreement~~mission ~~with~~is ~~the~~to ~~Selling~~deliver ~~Stockholder~~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.

OnOur ~~June~~Competitive 23, 2025, we entered into the Purchase Agreement with the Selling Stockholder, pursuant to which the Selling Stockholder has committed to purchase from us up to an aggregate of $20.0 million of shares of common stock, subject to certain limitations and conditions, from time to time over the term of the Purchase Agreement. Also on June 23, 2025, we also entered into a registration rights agreement with the Selling Stockholder (the “Registration Rights Agreement”), pursuant to which we agreed to file with the SEC the registration statement of which this prospectus forms a part to register for resale under the Securities Act the shares of our common stock that have and may be issued to the Selling Stockholder under the Purchase Agreement.Strengths

~~This prospectus~~● ~~covers~~Proprietary ~~the~~Webcasting ~~sale~~and orEvent ~~other~~Management ~~disposition~~Platform. Our proprietary Xyvid Pro platform underpins our event planning, production, and broadcasting services by ~~the~~offering ~~Selling~~professional ~~Stockholder~~audio-visual ofcapabilities, upcustomizable toevent 7design,~~000~~ seamless cross-device accessibility,~~000~~ ~~shares~~scalable infrastructure for audiences of ~~common~~all ~~stock~~sizes, ~~consisting~~ and a suite of ~~(i)~~attendee ~~882,145~~engagement ~~Commitment~~tools. ~~Shares~~We ~~and~~are ~~(ii)~~committed upto ongoing platform enhancements through dedicated research and development to anmeet ~~additional~~evolving 6customer needs. ● Event Production Experience and Expertise. Since May 2011,~~117,855~~ ~~shares~~our Company has delivered over a decade of ~~common~~expertise ~~stock~~in event planning, production, and broadcasting, offering virtual, hybrid, and physical events that weinclude ~~may~~conferences, ~~elect~~product launches, intrainings, ~~our~~and ~~sole discretion~~investor meetings, with comprehensive support for live-streaming, video production, and custom on-demand content. We also provide continuing education solutions with qualification tracking and certificate generation, ensuring tailored networking, communication, and learning experiences for each client. ● Dedicated Customer Service. We assign a dedicated team to ~~issue~~each customer, tailoring our expert guidance and ~~sell~~support in event production to ~~the~~their ~~Selling~~specific ~~Stockholder~~need, from ~~time~~training to ~~time~~full ~~from~~event management, and ~~after~~provide ~~the~~comprehensive ~~Commencement~~troubleshooting ~~Date~~and ~~under~~technical ~~the~~assistance, ~~Purchase~~which ~~Agreement~~has fostered a loyal customer base. ● Experienced Management Team. Our management team has extensive industry and management experience, which reaches approximately 20 years on average for each member.

Other than the 882,145 Commitment Shares that we issued to the Selling Stockholder upon execution of the Purchase Agreement, we do not have the right to commence any sales of our common stock to the Selling Stockholder under the Purchase Agreement until certain conditions set forth in the Purchase Agreement have been satisfied, including that the SEC has declared effective the registration statement of which this prospectus forms a part.

From and after the Commencement Date, we may, from time to time and at our sole discretion for a period that ends on the 24-month anniversary of the Commencement Date (the “Maturity Date”), on any business day that we select on which the closing sale price of our common stock equals or exceeds $0.25 per share (subject to adjustment as set forth in the Purchase Agreement), direct the Selling Stockholder to purchase up to 100,000 shares of our common stock (each, a “Regular Purchase”); provided that the share amount under a Regular Purchase may be increased to up to 125,000 shares, up to 150,000 shares, or up to 175,000 shares, if the closing sale price of our common stock is not below $1.00, $2.00, or $3.00, respectively, on the business day on which we initiate the Regular Purchase. However, Lincoln Park’s maximum commitment in any single Regular Purchase may not exceed $750,000. In addition, the Selling Stockholder has committed to purchase other “Accelerated Purchases” and “Additional Accelerated Purchases” pursuant to “Accelerated Purchase Notices”, as such terms are defined and under the circumstances described in more detail in the Purchase Agreement. The purchase price of the shares of our common stock that may be sold to the Selling Stockholder in Regular Purchases under the Purchase Agreement will be based on the market price of our common stock at or preceding the time of sale as computed under the Purchase Agreement. The purchase price per share will be equitably adjusted as provided in the Purchase Agreement for any reorganization, recapitalization, non-cash dividend, stock split, or other similar transaction as set forth in the Purchase Agreement.

We will control the timing and amount of any sales of our common stock to the Selling Stockholder under the Purchase Agreement. Lincoln Park has no right to require us to sell any shares of common stock to Lincoln Park under the Purchase Agreement, but Lincoln Park is obligated to make purchases of common stock as we direct, upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement. Actual sales of shares of common stock by us to Lincoln Park under the Purchase Agreement will depend on a variety of factors to be determined by us from time to time, including, among others, market conditions, the trading price of the common stock, and determinations by the Company as to the appropriate sources of funding for the Company and its operations. Following the satisfaction of conditions for the commencement of sales under the Purchase Agreement, we may at any time in our sole discretion terminate the Purchase Agreement without any liability upon one business day’s notice.

There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or the Registration Rights Agreement, other than a prohibition (subject to certain exceptions set forth in the Purchase Agreement) on our entering into any “equity line of credit” or “at-the-market offering” or other similar offering, until the later of (i) June 23, 2027, being the 24-month anniversary of the date of the Purchase Agreement, and (ii) the 24-month anniversary of the Commencement Date. For additional information, see “The Lincoln Park Transaction”.

As of July 15, 2025, there were 35,117,037 shares of our common stock outstanding (including the 882,145 Commitment Shares that we issued to the Selling Stockholder upon execution of the Purchase Agreement), of which 13,827,907 shares of our common stock were held by non-affiliates of the Company. Although the Purchase Agreement provides that we may sell up to an aggregate of $20.0 million of our common stock to Lincoln Park, only 7,000,000 shares of our common stock are being registered for resale under this prospectus, which represents the 882,145 Commitment Shares that we issued to Lincoln Park upon execution of the Purchase Agreement (for which we will not receive any cash consideration), and an additional 6,117,855 shares of our common stock that we may issue and sell to Lincoln Park in the future under the Purchase Agreement, if and when we decide to sell shares of our common stock to Lincoln Park under the Purchase Agreement. Depending on the market prices of our common stock at the time we elect to issue and sell shares of our common stock to Lincoln Park under the Purchase Agreement, we may need to register for resale under the Securities Act additional shares of our common stock in order to receive aggregate gross proceeds equal to the $20.0 million total commitment available to us under the Purchase Agreement. If all of the 6,117,855 shares of our common stock that may be sold to Lincoln Park in the future under the Purchase Agreement that are being registered for resale hereunder were issued and outstanding as of the date of this prospectus, such shares of our common stock, taken together with the 882,145 Commitment Shares that we issued to Lincoln Park upon execution of the Purchase Agreement (all of which Commitment Shares are outstanding as of the date of this prospectus), would represent approximately 16.98% of the total number of shares of our common stock outstanding and approximately 35.10% of the total number of outstanding shares of our common stock held by non-affiliates of the Company, in each case as of the date of this prospectus.

If we elect to issue and sell to Lincoln Park under the Purchase Agreement more than the 6,117,855 shares of our common stock that are available for issuance and sale to Lincoln Park under this prospectus, which we have the right, but not the obligation, to do, we must first register for resale under the Securities Act any such additional shares of our common stock, which could cause additional substantial dilution to our stockholders. The number of shares of our common stock ultimately offered for resale by Lincoln Park is dependent upon the number of shares of our common stock we ultimately decide to sell to Lincoln Park under the Purchase Agreement.

Under applicable Nasdaq rules, in no event may we issue or sell to Lincoln Park under the Purchase Agreement shares of our common stock in excess of 6,615,779 shares (which includes the Commitment Shares we issued to Lincoln Park upon execution of the Purchase Agreement), which represents 19.99% of the shares of our common stock outstanding (based on 33,095,442 shares outstanding immediately prior to the execution of the Purchase Agreement), which limitation we refer to in this prospectus as the Exchange Cap, unless (i) we obtain stockholder approval to issue shares of our common stock in excess of the Exchange Cap or (ii) the average price of all applicable sales of our common stock to Lincoln Park under the Purchase Agreement equals or exceeds $0.5027 per share (the “Base Price”), which equals to the sum of (i) $0.4357 (the “Signing Market Price” which represents the lower of (A) the official closing price of our common stock on Nasdaq immediately preceding the execution of the Purchase Agreement and (B) the average official closing price of our common stock on Nasdaq for the five consecutive trading days immediately preceding the execution of the Purchase Agreement, as adjusted under applicable Nasdaq rules to take into account the issuance of the Commitment Shares to Lincoln Park for non-cash consideration) and (ii) $0.06703 (subject to adjustments as set forth in the Purchase Agreement), so that the Exchange Cap limitation would not apply to issuances and sales of common stock under the Purchase Agreement under applicable Nasdaq rules.

Considering the market price of our common stock at the time of execution of the Purchase Agreement, the board of directors of the Company determined that it may be necessary for the Company to issue and sell to Lincoln Park an aggregate number of shares of common stock that will exceed the Exchange Cap at an average price less than the Base Price, in order for the Company to receive aggregate gross proceeds from Lincoln Park equal to the full $20.0 million aggregate cash commitment available to us under the Purchase Agreement, and therefore, we should seek to obtain the requisite stockholder approval under applicable Nasdaq rules that would enable the Company to issue and sell to Lincoln Park such number of shares of common stock, including, to the extent necessary, shares in excess of the Exchange Cap, as may be required to be issued and sold in order for the Company to receive the full $20.0 million aggregate cash commitment available to us under the Purchase Agreement, including the issuance of the 882,145 Commitment Shares we issued to Lincoln Park upon execution of the Purchase Agreement on June 23, 2025.

Accordingly, on July 8, 2025, in compliance with applicable Nasdaq rules, the beneficial owner of approximately 64.9% of the then outstanding shares of the Company’s common stock (the “Majority Stockholder”) took action by written consent pursuant to Section 78.320 of the Nevada Revised Statutes, and in accordance with the Company’s articles of incorporation and bylaws, approving the issuance and sale by the Company to Lincoln Park of such number of shares of common stock, including, to the extent necessary, shares in excess of the Exchange Cap, as may be required to be issued and sold by the Company to Lincoln Park pursuant to the Purchase Agreement in order for the Company to receive the full $20.0 million aggregate cash commitment available to us under the Purchase Agreement, including the issuance of the 882,145 Commitment Shares we issued to Lincoln Park upon execution of the Purchase Agreement on June 23, 2025.

A definitive Information Statement, containing information relating to certain actions taken by the Majority Stockholder by written consent, including, among other things, the approval in accordance with applicable Nasdaq rules of the issuance of common stock by the Company to Lincoln Park under the Purchase Agreement in excess of the Exchange Cap (as necessary), is expected to be filed by the Company with the SEC on July 18, 2025 and will first be mailed to the Company’s stockholders of record as of July 8, 2025 in accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before July 23, 2025, for the purpose of informing our stockholders of these actions taken by the Majority Stockholder by written consent. Under applicable Exchange Act rules, the approval of the issuance of common stock by the Company to Lincoln Park under the Purchase Agreement in excess of the Exchange Cap (as necessary) in accordance with applicable Nasdaq rules is expected to become effective on August 12, 2025, which is 20 calendar days following the date our definitive Information Statement will first be mailed to our stockholders. Therefore, effective on August 12, 2025, the Exchange Cap limitation will no longer apply to issuances and sales of common stock by the Company to Lincoln Park under the Purchase Agreement.

The Purchase Agreement also prohibits us from directing Lincoln Park to purchase any shares of our common stock if those shares of our common stock, when aggregated with all other shares of our common stock then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of our common stock, as calculated pursuant to Section 13(d) of the Exchange Act, and Rule 13d-3 thereunder, which limitation we refer to in this prospectus as the Beneficial Ownership Limitation.

Issuances of our common stock to Lincoln Park under the Purchase Agreement will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuance. Although the number of shares of our common stock that our existing stockholders own will not decrease, the shares of our common stock owned by our existing stockholders will represent a smaller percentage of the total outstanding shares of our common stock after any such issuance of shares of our common stock to Lincoln Park under the Purchase Agreement.

Going Concern

We have incurred and continue to incur losses from operations as well as negative cash flow from operations. As discussed further in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our annual report on Form 10-K for the fiscal year ended December 31, 2024 (“Annual Report”), which is incorporated herein by reference, our independent registered public accounting firm, in its audit report to the financial statements included in our Annual Report, expressed substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. To support our working capital needs, we will rely on our revenue generating customer contracts and equity and/or debt financing. If we are unable to generate and raise sufficient positive operating cash flows and additional capital to result in operating profitability in the future, there may remain substantial doubt about our ability to continue as a going concern, and investors or other financing sources may be unwilling to provide funding to us on commercially reasonable terms or at all, and we may have to discontinue operations and liquidate our assets and may be compelled to receive less than the value at which those assets are carried on our audited financial statements, which would cause our stockholders to lose a part or all of their investment.

Our Services

Virtual and Hybrid Events

During the fiscal year ended December 31, 2025, we supported approximately 248 virtual and hybrid events, attracting about 525,812 attendees. These events, hosted on our Xyvid Pro and TEN Pro internet-based platforms, span a range of purposes including conferences, marketing events, product launches, training, and investor and shareholder meetings.

Our platforms offer dynamic, interactive engagement tools and are fully customizable to meet each customer’s needs, regardless of their event management expertise. We provide comprehensive event planning, design, content creation, management, technical support, and post-event reporting for customers with limited experience, as well as specialized resources for those with advanced in-house capabilities. We also deliver continuing education services, particularly for companies in professionally licensed industries, supporting live and asynchronous learning, qualification tracking, polling, scoring, and certification.

Service fees are based on event duration, complexity, timing, attendee numbers, and customization requirements. Revenue from virtual and hybrid events was approximately $2.7 million in 2025 and $3.2 million in 2024, representing about 88.2% and 91.9% of our total revenue, respectively.

Physical Events

We commenced our physical event services in the fiscal year ended December 31, 2023. Our physical event offerings include live streaming and video recording at event sites, video editing and production, and the creation of a custom on-demand video library for viewing and downloading finished content.

We charge service fees for physical events, which are determined primarily by event duration, timing, the anticipated number of on-site technicians required, and customization needs. Revenue from physical events was approximately $0.4 million in 2025 and $0.3 million in 2024, representing about 11.8% and 8.1% of our total revenue, respectively.

Risk Factors

Investing in our securities involves a high degree of risk. Prior to deciding to invest in our securities, you should carefully consider the specific factors discussed under the heading “Risk Factors” in this Prospectus together with all the other information contained in or incorporated by reference in this Prospectus. You should also see the risk factors discussed under the heading “Risk Factors” under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.

The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. The occurrence of any of these known or unknown risks might cause you to lose all or part of your investment in the securities offered.

Corporate Information

Our principal executive ~~office~~offices isare located at, and our mailing address is, 1170 Wheeler Way, Langhorne, PAPennsylvania 19047. Our ~~telephone~~main telephone number is +1.800.909.9598. Our corporate website address is: https://www.~~tenevents~~tenholdingsinc.com/. ~~Information~~The information contained inon, or ~~accessible~~that can be accessed through, our website ~~does~~is not ~~constitute~~a part of this ~~prospectus supplement~~Prospectus and isshould not ~~incorporated~~be byrelied ~~reference~~upon inwith ~~this~~respect ~~prospectus~~to ~~supplement~~this offering.

Implications of Being an Emerging Growth Company

We had less than $1.235 billion in revenue during our last fiscal year. As a result, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and may take advantage of reduced public reporting requirements. These provisions include, but are not limited to:

● being permitted to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in our filings with the SEC; ● not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting; ● reduced disclosure obligations regarding executive compensation in periodic reports, proxy statements, and registration statements; and ● exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common equity pursuant to a registration statement declared effective under the Securities Act. However, if certain events occur before the end of such five-year period, including if we become a “large accelerated filer,” if our annual gross revenue exceed $1.235 billion or if we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company before the end of such five-year period.

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. We have elected to take advantage of this extended transition period and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act. See “Item 1A. Risk Factors—Risks Relating to Our Capital Stock and Trading—We are an “emerging growth company” and a “smaller reporting company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors” in our Annual Report.

Implications of Being a Controlled Company

We are a “controlled company” as defined under Nasdaq Marketplace Rules 5615(c). V-Cube, Inc., our controlling stockholder, is able to exercise approximately 64.93% of the aggregate voting power of our issued and outstanding shares of common stock and is able to determine all matters requiring approval by our stockholders, as of the date of this prospectus. V-Cube, Inc. is a Japanese company listed on the Tokyo Stock Exchange and its chief executive officer, Naoaki Mashita, has served as our Director since February 2024 and is our minority stockholder. We intend to avail ourselves of the corporate governance exemptions afforded to a “controlled company” under the Nasdaq Marketplace Rules. As a result, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq. See “Item 1A. Risk Factors—Risks Relating to Our Capital Stock and Trading—We will be a “controlled company” within the meaning of the Nasdaq listing rules, and will follow certain exemptions from certain corporate governance requirements that could adversely affect our public stockholders” in our Annual Report.

However, if we issue, in the aggregate, in excess of 10,482,963 shares of common stock pursuant to the Purchase Agreement, other financing arrangements, or a combination thereof, the voting power held by V-Cube, Inc. would fall below 50%. In such event, we would no longer qualify as a “controlled company” under Nasdaq Marketplace Rule 5615(c) and, as a result, would become subject to the corporate governance requirements that are otherwise exempted for controlled companies under the Nasdaq rules.

THE OFFERING

Common Stock Offered by the Selling Stockholder Up to 7,000,000 shares of our common stock, consisting of:

Issuer		TEN Holdings, Inc.

Common Stock Offered		shares of our Common Stock

Offering Price per Share		We expect a public offering price of $ to $ per share

Common Stock Outstanding before the Offering		shares

Common Stock Outstanding after the Offering		shares

Option to Purchase Additional Shares of our Common Stock		We have granted the Underwriter the Over-Allotment Option for a period of up to 45 days from the effective date of the Registration Statement of which this Prospectus forms a part to purchase up to additional shares of our Common Stock.

Market for our Common Stock; Trading Symbol		Our Common Stock is listed on the Nasdaq under the symbol “XHLD.” The closing sale price of our Common Stock on April 2, 2026, was $1.51.

Use of Proceeds		We estimate that the net proceeds to us from the shares of Common Stock sold by us to the Underwriter in this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $ . Our management will retain broad discretion regarding the allocation and use of the net proceeds. Currently, we intend to use the net proceeds from this offering for general working capital and corporate purposes, including repayment of indebtedness. See “Use of Proceeds.”

Risk Factors		Investing in shares of our Common Stock involves a high degree of risk. See “Risk Factors,” for a discussion of the factors you should consider carefully before investing in our Common Stock.

Dividend Policy		We have no present plans to declare dividends and intend to retain our earnings to continue to fund our operations and grow our business.

Lock-Up		All of our directors and officers and our principal stockholders (5% or more stockholders) have agreed with the Underwriter, subject to certain exceptions, not to sell or pledge, directly or indirectly, any number of shares of Common Stock issued by us or any securities convertible into or exercisable or exchangeable for shares of Common Stock issued by us for a period of 90 days after the date of this Prospectus. See “Underwriting—Lock-up Agreements” for more information. The lock-up arrangements applicable to 5% or greater stockholders will not apply to the Selling Stockholders with respect to the Resale Shares. In addition, we have agreed with the Underwriter, subject to certain exceptions, not to sell, transfer or otherwise dispose of any shares of Common Stock or similar securities for a period ending 90 days after the date of this Prospectus.

Transfer Agent		Computershare Inc.

			●	882,145 Commitment Shares that we issued to Lincoln Park as consideration for its commitment to purchase shares of our common stock at our direction under the Purchase Agreement (and for which we will not receive any cash consideration); and
			●	Up to 6,117,855 shares of our common stock we may issue and sell to Lincoln Park from time to time, at our sole discretion, during the 24-month period commencing on the Commencement Date in accordance with the Purchase Agreement.

Except as otherwise indicated, all information in this Prospectus related to the number of shares of our Common Stock to be outstanding immediately after this offering is based on 3,977,443 shares of our Common Stock outstanding as of December 31, 2025.

Selling Stockholder		Lincoln Park Capital Fund, LLC. See “Selling Stockholder” on page 22 of this prospectus.
Shares of Common Stock Outstanding Prior to This Offering		35,117,037 shares of common stock. (which includes the 882,145 Commitment Shares we issued to Lincoln Park on June 23, 2025 in consideration of Lincoln Park’s obligation to purchase shares of our common stock at our direction under the Purchase Agreement)
Shares of Common Stock Outstanding After This Offering		41,234,892 shares of common stock, assuming the sale of a total of 6,117,855 shares of common stock to the Selling Stockholder under the Purchase Agreement. The actual number of shares outstanding after this offering will vary depending upon the actual number of shares we issue and sell to the Selling Stockholder under the Purchase Agreement after the date of this prospectus.
Use of Proceeds		We will not receive any of the proceeds from the resale of the shares of common stock by the Selling Stockholder. However, we may receive up to $20.0 million of aggregate gross proceeds under the Purchase Agreement from any sales of common stock we make to the Selling Stockholder pursuant to the Purchase Agreement after the Commencement Date, assuming that we sell the full amount of our common stock that we have the right, but not the obligation, to sell to the Selling Stockholder under the Purchase Agreement. Any proceeds that we receive from sales of shares of our common stock to the Selling Stockholder under the Purchase Agreement will be used for (i) developing the next generation of our technology platform; (ii) potential future acquisitions, although as of the date of this prospectus, we have no commitments with respect to any acquisitions; and (iii) working capital and general corporate purposes. See “Use of Proceeds.”
Market for Our Shares of Common Stock		Our common stock is listed on Nasdaq under the symbol “XHLD.”
Risk Factors		Any investment in our common stock offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors”, commencing on page 5 of this prospectus, as well as all other information contained and incorporated by reference in this prospectus.

The number of shares outstanding as of December 31, 2025, excludes:

	●	197,609 shares of Common Stock issuable upon exercise of stock options outstanding as of December 31, 2025, at a weighted average exercise price of $6.82 per share; and

	●	69,057 shares reserved for future issuance pursuant to our Amended and Restated 2024 Equity Incentive Plan as of December 31, 2025.

Unless otherwise indicated, all information in this Prospectus reflects or assumes

	●	no exercise of the outstanding stock options described above; and

	●	no exercise by the Underwriter of its Over-Allotment Option to purchase up to an additional shares in this offering.

RISK FACTORS

AnInvesting ~~investment~~ in our ~~common~~securities ~~stock~~ involves a high degree of risk. ~~You~~Before ~~should~~making ~~consider~~a decision to invest in our securities, in addition to carefully considering the ~~risks~~other ~~below~~information contained in this Prospectus and in the ~~risk~~documents ~~and~~incorporated ~~uncertainties~~by reference herein, you should carefully consider the risks described below, as well as the risks discussed under the ~~heading~~caption “Risk Factors” contained in ~~Item~~our 1AAnnual ofReport on ~~Part~~Form I10-K offor the year ended December 31, 2025, as amended or updated by our ~~Annual~~subsequent ~~Report~~filings with the SEC, which isare incorporated by reference in into this ~~prospectus~~Prospectus in their entirety. The risks described in these documents are not the only ones we face. There may be other unknown or unpredictable economic, ~~including~~business, competitive, regulatory or other factors that could harm our ~~audited~~future ~~consolidated~~results. Past financial ~~statements~~performance ~~and~~may ~~the~~not ~~related~~be ~~notes~~a reliable indicator of future performance, ~~before~~and ~~you~~historical ~~decide~~trends ~~whether~~should not be used to ~~purchase~~anticipate results ~~our~~or ~~common~~trends ~~stock~~in future periods. If any of ~~such~~these risks actually ~~occur~~occurs, our business, financial condition, results of operations, ~~cash~~or ~~flow, and~~ prospects could be ~~materially and adversely affected~~harmed. AsThis acould ~~result,~~cause the trading price of our ~~common~~Common ~~stock~~Stock ~~could~~to decline, ~~and~~resulting ~~you~~in ~~could~~a ~~lose~~loss of all or part of your investment. Please inalso ~~our~~read ~~common~~carefully ~~stock~~the section above titled “Cautionary Note Regarding Forward-Looking Statements.”

Risks ~~Related~~related to this ~~Offering and Our Common Stock~~offering

~~The~~We ~~issuance~~will orhave ~~sale~~broad ofdiscretion ~~our~~in ~~common stock to~~ the ~~Selling~~use ~~Stockholder may cause dilution to our other stockholders and the sale~~ of the ~~shares~~ ofnet ~~common~~proceeds ~~stock~~from ~~acquired~~this byoffering ~~the~~and ~~Selling Stockholder, or the perception that such sales~~ may ~~occur,~~not ~~could~~use ~~cause~~them ~~the price of our common stock to fall~~effectively.

OnWe ~~June~~cannot ~~23,~~specify ~~2025,~~with wecertainty ~~entered into~~ the ~~Purchase~~particular ~~Agreement~~uses ~~with~~of the ~~Selling~~net ~~Stockholder,~~proceeds ~~pursuant~~we towill ~~which~~receive ~~the~~from ~~Selling~~this ~~Stockholder~~offering. ~~has~~Our ~~committed to~~management ~~purchase~~will uphave tobroad discretion ~~$20.0~~in ~~million~~the application of ~~our~~the ~~shares~~net ofproceeds ~~common~~from ~~stock,~~this ~~upon~~offering. ~~the~~We ~~terms~~currently ~~and~~intend ~~subject~~ to use the ~~conditions~~net ~~set~~proceeds ~~forth~~from inthis ~~the Purchase~~offering ~~Agreement.~~for ~~Upon~~working ~~the~~capital ~~execution~~and ofother ~~the~~general ~~Purchase~~corporate ~~Agreement~~purposes, weincluding ~~issued~~repayment ~~882,145~~of ~~Commitment~~indebtedness. ~~Shares~~Our tomanagement ~~the~~may ~~Selling~~spend ~~Stockholder~~a asportion ~~consideration~~or ~~for~~all ~~its commitment to purchase our shares~~ of ~~common~~the ~~stock~~net atproceeds ~~our~~from ~~direction~~this ~~under~~offering ~~the~~in ~~Purchase~~ways ~~Agreement.~~that ~~The remaining shares of~~ our ~~common~~ ~~stock~~stockholders ~~that~~ may benot ~~issued~~desire ~~under~~or ~~the~~that ~~Purchase Agreement~~ may benot ~~sold~~yield ~~by us to the Selling Stockholder at our discretion from time to time over~~ a ~~24-month~~favorable ~~period commencing on the Commencement Date~~return. The failure ~~purchase~~by ~~price~~our ~~for~~management ~~the shares that we may sell~~ to ~~the~~apply ~~Selling Stockholder~~these ~~under~~funds ~~the~~effectively ~~Purchase~~could ~~Agreement~~harm ~~will~~our ~~fluctuate~~business, ~~based~~financial oncondition, ~~the~~results ~~market price~~ of ~~our~~operations ~~common~~and ~~stock~~prospects. Pending ~~Depending~~their onuse, ~~demand~~we ~~and~~may ~~market liquidity~~invest at the ~~time,~~net ~~sales~~proceeds offrom ~~such~~this ~~shares~~offering byin ~~the~~a ~~Selling~~manner ~~Stockholder~~that ~~may~~does ~~cause~~not ~~the~~produce ~~trading~~income ~~price~~or ofthat ~~our~~loses ~~common stock to fall~~value.

WeAny ~~generally~~purchaser ~~have~~in ~~the~~this ~~right~~offering ~~to control the timing and amount of any future sales of our shares to the Selling Stockholder. Additional sales of our common stock, if any, to the Selling Stockholder~~ will ~~depend~~experience ~~upon~~immediate ~~market conditions~~ and ~~other~~substantial ~~factors~~dilution toin ~~be determined by us. We may ultimately decide to sell to~~ the ~~Selling~~net ~~Stockholder~~tangible ~~all,~~book ~~some,~~value ~~or none~~ of ~~the~~ shares ofpurchased our common stock that may be available for us to sell pursuant to the Purchase Agreement. If and when we sell shares to the Selling Stockholder, the Selling Stockholder may then resell all, some, or none of those shares at any time or from time to time in ~~its discretion. See the section titled “Plan of Distribution” elsewhere in~~ this ~~prospectus for more information. Therefore, our sales to the Selling Stockholder could result~~ ~~in substantial dilution to the interests of other holders of our common stock~~offering. Additionally, the sale of a substantial number of shares of our common stock to the Selling Stockholder, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

~~Under applicable Nasdaq rules, we cannot issue~~Since ~~shares of our common stock to Lincoln Park under~~ the ~~Purchase~~offering ~~Agreement~~price inper ~~excess~~share ~~of the Exchange Cap, unless we obtain stockholder approval to issue shares of common stock~~ in ~~excess~~this ofoffering ~~the~~is ~~Exchange~~substantially ~~Cap~~higher orthan the ~~average~~net ~~price~~tangible ofbook ~~all~~value ~~applicable~~per ~~sales~~share of our ~~common~~Common ~~stock~~Stock outstanding prior to ~~Lincoln Park~~this ~~under~~offering, ~~the~~any ~~Purchase~~purchaser ~~Agreement~~in ~~equals~~this oroffering ~~exceeds~~will ~~the~~suffer ~~Base~~substantial ~~Price.~~dilution ~~Because~~in the ~~board~~net oftangible ~~directors~~book value of ~~the~~shares ~~Company~~purchased ~~determined~~in ~~that~~this ~~it may~~offering. beBased ~~necessary~~on ~~for~~ the ~~Company~~public tooffering ~~issue~~price ~~and~~of ~~sell~~$ per toshare ~~Lincoln~~and ~~Park~~our anestimated aggregate ~~number~~net ofproceeds ~~shares~~ of $ from ~~common~~this ~~stock~~offering, ~~that~~or ~~will~~approximately ~~exceed~~$ if the ~~Exchange~~ ~~Cap~~Underwriter atexercises anits ~~average~~Over-Allotment ~~price~~Option ~~less~~in ~~than~~full, ~~the~~after ~~Base~~deducting underwriting ~~Price~~discounts inand ~~order~~estimated ~~for~~offering ~~the~~expenses ~~Company~~payable toby ~~receive~~us, ~~aggregate~~the ~~gross~~purchasers ~~proceeds~~will ~~from~~experience ~~Lincoln~~immediate ~~Park~~dilution of $ per ~~equal~~share, torepresenting the ~~full~~difference ~~$20.0~~between ~~million~~our ~~aggregate~~as ~~cash~~adjusted ~~commitment~~net ~~available~~tangible tobook usvalue ~~under~~per ~~the~~share ~~Purchase~~as ~~Agreement,~~of weDecember ~~obtained~~31, ~~the~~2025, ~~written~~after ~~consent~~giving ofeffect ~~the~~to ~~Majority~~this ~~Stockholder~~offering ~~approving the issuance~~ and ~~sale by~~ the ~~Company~~public tooffering ~~Lincoln~~price ~~Park~~per share of ~~such~~Common ~~number~~Stock. ofThe ~~shares~~exercise of ~~common~~outstanding stock~~, including,~~ tooptions ~~the~~would result ~~extent necessary, shares~~ in ~~excess~~further dilution of ~~the~~such ~~Exchange~~investment. ~~Cap,~~See asthe ~~may~~section betitled ~~required~~“Dilution” tobelow befor ~~issued~~a ~~and~~more ~~sold~~detailed ~~in order for the Company~~illustration toof ~~receive~~ the ~~full~~dilution ~~$20.0~~you ~~million~~would ~~aggregate~~incur ~~cash~~if ~~commitment~~you ~~available~~participate toin usthis ~~under the Purchase Agreement~~offering.

~~Under applicable Exchange Act rules, this action~~Future bysales ~~written~~or ~~consent~~issuances of ~~the~~our ~~Majority~~Common ~~Stockholder~~Stock isin ~~expected~~the topublic ~~become effective on August 12~~markets, ~~2025,~~including ~~which~~sales isor 20issuances ~~calendar~~under ~~days following the date~~ our ~~definitive~~Equity ~~Information~~Line ~~Statement, dated July 18, 2025, which contains information relating to the Majority Stockholder’s action by written consent approving the issuance~~ of ~~common~~Credit ~~stock in excess of the Exchange Cap under the Purchase Agreement, will first~~(“ELOC”) bewith ~~mailed~~Lincoln toPark ~~our~~Capital ~~stockholders. Therefore~~Fund, ~~although~~LLC ~~the~~(“Lincoln ~~Exchange~~Park”) ~~Cap~~or ~~was applicable to issuances and~~ sales ~~of common stock~~ by ~~the~~our ~~Company to~~directors ~~Lincoln~~and ~~Park~~officers, ~~under~~or the ~~Purchase~~perception ~~Agreement as~~ of ~~the~~such ~~date of this prospectus~~sales, could ~~effective~~depress ~~on August 12, 2025,~~ the ~~Exchange~~trading ~~Cap~~price ~~limitation will cease to apply to issuances and sales~~ of ~~common~~our ~~stock~~Common ~~to Lincoln Park under the Purchase Agreement~~Stock.

~~Under~~The sale of a substantial number of shares of our Common Stock in the ~~Purchase~~public ~~Agreement~~markets, weor ~~are~~the ~~also~~perception ~~prohibited~~that such sales could occur, could ~~from~~depress ~~directing~~the ~~Lincoln~~market ~~Park~~price of our Common Stock and impair our ability to ~~purchase~~raise ~~shares~~capital through the sale of additional equity securities. We may sell large quantities of our ~~common~~Common ~~stock~~Stock ifat ~~those~~any ~~shares~~time pursuant to this Prospectus or in one or more separate offerings or pursuant to our ELOC. In addition, ~~when~~subject ~~aggregated~~to the 90-day lock-up agreements that they have entered into with ~~all~~the ~~other~~Underwriter (subject to certain exceptions) and securities law restrictions, our directors and officers may sell shares of ~~our~~Common ~~common~~Stock at any time. We cannot predict ~~stock~~the ~~then~~effect ~~beneficially~~that ~~owned~~future sales of our Common Stock, including by ~~Lincoln~~our ~~Park~~directors and ~~its affiliates~~officers, ~~would~~or ~~result~~the ineffect ~~Lincoln~~that ~~Park~~the ~~beneficially~~timing ~~owning~~of ~~shares~~any ~~our common~~such ~~stock~~sales, inwould ~~excess~~have ofon the ~~Beneficial~~market ~~Ownership~~price ~~Limitation~~of our Common Stock.

It is not possible to predict the actual number of shares of common stock we may sell to Lincoln Park under the Purchase Agreement or the actual gross proceeds resulting from those sales.

The shares of our common stock that may be issued under the Purchase Agreement may be sold by us to Lincoln Park at our discretion from time to time over a 24-month period commencing on the Commencement Date.

We generally have the right to control the timing and amount of any sales of our shares of common stock to Lincoln Park under the Purchase Agreement, pursuant to which we may issue and sell up to $20.0 million shares of common stock, subject to the conditions contained in the Purchase Agreement. Sales of our common stock, if any, to Lincoln Park under the Purchase Agreement will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Lincoln Park all, some, or none of the shares of our common stock that may be available for us to sell to Lincoln Park pursuant to the Purchase Agreement.

Because the purchase price per share to be paid by Lincoln Park for the shares of common stock that we may elect to sell to Lincoln Park under the Purchase Agreement, if any, will fluctuate based on the market prices of our common stock at the time we elect to sell shares to Lincoln Park pursuant to the Purchase Agreement, if any, it is not possible for us to predict, as of the date of this prospectus and prior to any such sales, the number of shares of common stock that we will sell to Lincoln Park under the Purchase Agreement, the purchase price per share that Lincoln Park will pay for shares purchased from us under the Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchases by Lincoln Park under the Purchase Agreement.

~~Moreover,~~USE ~~although~~OF the Purchase Agreement provides that we may sell up to an aggregate of $20.0 million of our common stock to Lincoln Park, only 7,000,000 shares of common stock are being registered under the Securities Act for resale by Lincoln Park under the registration statement of which this prospectus forms a part, consisting of (i) the 882,145 Commitment Shares that we issued to Lincoln Park as consideration for its commitment to purchase shares of our common stock under the Purchase Agreement (and for which we will not receive any cash consideration) and (ii) 6,117,855 shares of our common stock that we may elect to sell to Lincoln Park, in our sole discretion, from time to time from and after the Commencement Date under the Purchase Agreement.PROCEEDS

~~If,~~We ~~after~~estimate that the ~~Commencement~~net ~~Date,~~proceeds wefrom ~~elect to sell to~~ the ~~Selling~~sale ~~Stockholder 6,117,855~~ of shares of ~~common~~our ~~stock~~Common ~~being~~Stock ~~registered~~in ~~for resale by Lincoln Park under~~ this ~~prospectus~~offering ~~that~~will ~~are~~be ~~available~~approximately ~~for~~$ , ~~sale~~after ~~by us to the Selling Stockholder under the Purchase Agreement,~~deducting ~~depending~~underwriting ondiscounts ~~the~~and ~~market~~commissions ~~prices~~and ofestimated ~~our~~offering ~~common~~expenses ~~stock~~payable atby ~~the time of such sales~~us, ~~the~~or ~~actual~~approximately ~~gross~~$ if ~~proceeds from~~ the ~~sale~~Underwriter ~~of all such shares~~exercises ofits ~~common~~Over-Allotment ~~stock~~Option byin usfull, toafter ~~Lincoln~~deducting ~~Park~~the ~~may~~underwriting bediscounts ~~substantially~~and ~~less~~commissions ~~than~~and ~~the~~estimated ~~$20.0~~offering ~~million~~expenses ~~total purchase commitment available to~~payable usby ~~under the Purchase Agreement, which could materially adversely affect our liquidity~~us.

~~If we elect to issue and sell to Lincoln Park~~As ~~under the Purchase Agreement more than the 6,117,855 shares~~ of ~~our~~December ~~common stock that are available for issuance and sale to Lincoln Park under this prospectus~~31, ~~which we have the right~~2025, ~~but not the obligation, to do,~~ we ~~must~~had ~~first~~cash ~~register for~~and ~~resale~~cash ~~under~~equivalents ~~the Securities Act any such additional shares~~ of ~~our~~approximately ~~common~~$1.6 ~~stock, which could cause additional substantial dilution to our stockholders~~million. ~~The~~We ~~number~~expect ~~of shares of our common stock ultimately offered for resale by Lincoln Park is dependent upon the number of shares of our common stock we ultimately decide~~ to ~~sell~~use ~~to Lincoln Park under~~ the ~~Purchase~~net ~~Agreement.~~proceeds ~~Any issuance~~from and sale by us under the Purchase Agreement of a substantial amount of shares of common stock in addition to the 6,117,855 shares of common stock being registered for issuance and sale to Lincoln Park under this ~~prospectus could cause additional substantial dilution~~offering ~~to our stockholders. The number of shares of our common stock ultimately offered~~ for ~~sale~~general byworking ~~Lincoln~~capital ~~Park~~and iscorporate ~~dependent~~purposes, ~~upon~~including ~~the~~repayment ~~number~~ of ~~shares of common stock, if any, we ultimately sell to Lincoln Park under the Purchase Agreement~~indebtedness.

~~Investors~~The ~~who~~amounts ~~buy~~we ~~shares~~have atset ~~different~~forth ~~times~~above are estimates developed by our management of the allocation of proceeds of the offering based upon our current plans and prevailing economic and industry conditions. Although we do not currently contemplate material changes in the proposed uses of proceeds set forth above, to the extent that our management finds that adjustment thereto is required, the amounts shown may be adjusted among the uses indicated above. Our proposed uses of net proceeds are subject to changes in general, economic and competitive conditions, timing and management discretion, each of which may change the amount of proceeds expended for the purposes intended. The proposed application of proceeds is also subject to changes in market conditions and our financial condition in general. Changes in general, economic, competitive and market conditions and our financial condition would include, without limitation, the occurrence of a national economic slowdown or recession, a significant change in the demand for our products and/or services, changes in the competitive environment in which we operate, and changes in general market or industry conditions. Accordingly, our management team will ~~likely~~have ~~pay~~broad ~~different~~discretion in ~~prices~~using the remaining net proceeds from this offering.

~~Pursuant~~We tomay ~~the~~require ~~Purchase~~additional ~~Agreement,~~financing wein ~~will~~the ~~have~~future ~~discretion, subject~~ to ~~market~~operate ~~demand, to vary the timing, prices,~~ and/or ~~number~~further ofexpand ~~shares~~our ~~sold~~business ~~to Lincoln Park. If~~ and ~~when we do elect~~ to ~~sell~~repay ~~shares~~outstanding ofindebtedness. ~~our~~We are ~~common~~not ~~stock~~able toat ~~Lincoln~~this ~~Park~~time ~~pursuant~~ to predict the ~~Purchase~~amount ~~Agreement, Lincoln Park may resell all, some,~~ or ~~none~~potential source of such ~~shares~~additional atfunds ~~any~~and ~~time~~we orhave ~~from~~no ~~time~~current commitment to ~~time~~obtain such infunds, ~~its~~other ~~discretion~~than ~~and~~as atset ~~different~~forth ~~prices~~herein. AsThere acan ~~result, investors~~be ~~who~~no ~~purchase~~assurance ~~shares~~that ~~from~~additional ~~Lincoln~~financing ~~Park~~on inacceptable ~~this~~terms ~~offering at different times~~ will ~~likely~~be ~~pay~~available to ~~different~~us ~~prices~~when ~~for those shares~~needed, ~~and~~ ~~may,~~if ~~therefore,~~at ~~experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results~~all. ~~Investors~~Pending ~~may~~use ~~experience a decline in the value~~ of the ~~shares~~net ~~they~~proceeds ~~purchase~~ from ~~Lincoln~~the ~~Park in this~~ offering, aswe amay ~~result~~make ~~of future~~temporary ~~sales~~investments ~~made by us to Lincoln Park at prices lower than the prices such investors paid for their shares~~ in ~~this~~short-term, ~~offering~~high-grade, interest-bearing instruments.

DIVIDEND POLICY

As of the date of this Prospectus, we have not paid any cash dividends on our Common Stock, and our board of directors intends to continue a policy of retaining earnings, if any, for use in our operations, though we may change this policy in the future. Any determination by our board of directors to pay dividends in the future to stockholders will be dependent upon our operational results, financial condition, capital requirements, business projections, general business conditions, statutory and regulatory restrictions, and any other factors deemed appropriate by our board of directors.

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2025, on an actual basis and on a pro forma as adjusted basis after giving effect to the completion of this offering and offer and sale of the shares of Common Stock therein at an assumed public offering price of $ per share (assuming no exercise of the Underwriter’s Over-Allotment Option to purchase additional shares) and to reflect the application of the proceeds of the offering after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

~~Our~~You ~~management~~should ~~will~~read ~~have~~this ~~broad~~table ~~discretion~~in ~~over~~conjunction ~~the~~with ~~use~~our ofaudited consolidated financial statements and related notes for the ~~net~~years ~~proceeds~~ended December 31, if2025, ~~any~~and 2024, ~~from~~included in our ~~sale~~Annual ofReport ~~shares~~on ofForm ~~common~~10-K ~~stock~~for tothe ~~Lincoln~~year ~~Park, and~~ended ~~you~~December ~~may~~31, ~~not~~2025, ~~agree~~and ~~with~~the ~~how~~information weincluded ~~use~~under “Use ~~the~~of ~~proceeds,~~Proceeds” and ~~the~~“Description ~~proceeds~~of ~~may~~Our ~~not~~Capital beStock” ~~invested~~in ~~successfully~~this Prospectus.

Our management will have broad discretion as to the use of the net proceeds from our sale of shares of common stock to Lincoln Park, and we could use them for purposes other than those contemplated at the time of commencement of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of those net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that, pending their use, we may invest those net proceeds in a way that does not yield a favorable, or any, return for us. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flows.

	Actual (in thousands)			Pro Forma as Adjusted ⁽¹⁾ (in thousands)
Assets:
Current Assets	$	10,425		$
Non-Current Assets	$	1,541		$
Total Assets	$	11,966		$
Liabilities:
Current Liabilities	$	7,265		$
Non-Current Liabilities	$	422		$
Total Liabilities	$	7,687		$
Shareholders’ Equity
Common Stock, par value $0.0001 per share, 3,977,443 shares issued and outstanding	$	*		$
Additional paid-in capital	$	25,710		$
Accumulated Deficit	$	(21,431	)	$
Total Shareholders’ Equity	$	4,279		$
Total Liabilities and Shareholders’ Equity	$	11,966		$

We may not have access to the full amount available under the Purchase Agreement with Lincoln Park. We may require additional financing to sustain our operations, without which we may not be able to continue operations, and the terms of subsequent financings may adversely impact our stockholders.

*	Less than $1,000

(1)	Reflects sale of Common Stock in this offering, at an assumed public offering price of $ per share and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted information is illustrative only and we will adjust this information based upon the actual offering price and other terms of this offering determined at pricing. Additional paid-in-capital reflects receipt of the net proceeds we expect to receive in the offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. We estimate such proceeds will be approximately $ .

We may direct Lincoln Park to purchase up to $20.0 million of shares of our common stock in a Regular Purchase from time to time under the Purchase Agreement over a 24-month period generally in daily amounts up to 100,000 shares of our common stock depending on the market price of our common stock at the time of sale; provided that the share amount under a Regular Purchase may be increased to up to 125,000 shares, up to 150,000 shares, or up to 175,000 shares, if the closing sale price of our common stock is not below $1.00, $2.00, or $3.00, respectively, on the business day on which we initiate the Regular Purchase. However, Lincoln Park’s maximum commitment in any single Regular Purchase may not exceed $750,000. Moreover, under certain circumstances as set forth in the Purchase Agreement, we may, in our sole discretion, also direct Lincoln Park to purchase additional shares of common stock in “Accelerated Purchases,” and “Additional Accelerated Purchases” (each as defined below) as set forth in the Purchase Agreement.

Under Nasdaq rules, we cannot issue shares in excess of the Exchange Cap unless we obtain stockholder approval or the average sale price to Lincoln Park meets or exceeds the Base Price. We obtained approval from our Majority Stockholder by written consent on July 8, 2025, to issue shares in excess of the Exchange Cap. An Information Statement regarding this approval was filed with the SEC and will be mailed to stockholders of record as of July 8, 2025, on or before July 23, 2025. As a result, effective 20 days after mailing the Information Statement, on August 12, 2025, the Exchange Cap will no longer restrict our ability to issue shares to Lincoln Park under the Purchase Agreement.

The Purchase Agreement also prohibits the Company from directing Lincoln Park to purchase any shares of common stock that would result in Lincoln Park’s beneficial ownership of our common stock exceeding the Beneficial Ownership Limitation of 4.99% of the outstanding shares of our common stock. Our inability to access a portion or the full amount available under the Purchase Agreement, in the absence of any other financing sources, could have a material adverse effect on our business and financial position.

The extent to which we rely on Lincoln Park as a source of funding will depend on a number of factors, including the prevailing market price of our common stock and the extent to which we are able to secure working capital from other sources. Assuming a purchase price of $0.3512 (which represents the closing price of our common stock on July 15, 2025), the purchase by Lincoln Park of the entire 6,117,855 shares of common stock issuable under the Purchase Agreement and being registered for resale by Lincoln Park hereunder would result in gross proceeds to us of $2,148,590. If obtaining sufficient funding from Lincoln Park were to prove unavailable or prohibitively dilutive, we will need to secure other sources of funding in order to satisfy our development of the next generation of our technology platform, potential future acquisitions, and working capital needs. Even if we sell all $20.0 million of shares of our common stock to Lincoln Park under the Purchase Agreement, we may still need additional capital to finance our future business plans and working capital needs, and we may have to raise funds through the issuance of equity or debt securities.

Depending on the type and the terms of any financing we pursue, stockholders’ rights and the value of their investment in our common stock could be reduced. A financing could involve one or more types of securities, including preferred stock, common stock, convertible debt or warrants to acquire common or preferred stock. These securities could be issued at or below the then prevailing market price for our common stock. In addition, if we issue secured debt securities, the holders of the debt would have a claim to our assets that would be prior to the rights of stockholders until the debt is paid. Interest on these debt securities would increase costs and negatively impact operating results and liquidity. If the issuance of new securities results in diminished rights to holders of our common stock, the market price of our common stock could be negatively impacted.DILUTION

~~Should~~If ~~the~~you ~~financing~~purchase weshares ~~require~~of toour ~~sustain~~Common ~~our~~Stock ~~development~~in ofthis ~~the~~offering, ~~next~~your ~~generation~~interest ofwill ~~our~~be ~~technology~~diluted ~~platform,~~to ~~potential~~the ~~future~~extent ~~acquisitions,~~of the difference between the assumed ~~and~~public ~~working~~offering ~~capital~~price ~~needs~~per beshare ~~unavailable~~of orour ~~prohibitively~~Common ~~expensive~~Stock ~~when~~in ~~required,~~this offering and the ~~consequences~~pro ~~could~~forma ~~have~~as aadjusted ~~material~~net ~~adverse~~tangible ~~effect~~book value per share onof our ~~business,~~Common ~~operating~~Stock ~~results,~~immediately ~~financial~~after ~~condition,~~this ~~and prospects~~offering.

WeThe ~~received~~net ~~deficiency~~tangible ~~letters~~book ~~from~~value ~~Nasdaq~~of ~~notifying~~our usCommon ~~that~~Stock weas ~~were~~of ~~not~~December in31, ~~compliance~~2025, ~~with~~was ~~its~~approximately ~~listing~~$4,279,000, ~~standards.~~or Ifapproximately we$1.08 ~~are~~per ~~unable~~share ~~to regain~~of ~~compliance~~Common ~~with~~Stock ~~Nasdaq’s~~based ~~listing~~upon ~~standards~~3,977,443 ~~our~~shares ~~securities~~of ~~will~~Common beStock ~~delisted,~~outstanding. ~~which~~Net ~~would~~tangible ~~negatively~~book ~~impact~~value per share is equal to our ~~common~~total ~~stock’s~~tangible ~~market~~assets, ~~price~~less ~~and~~our ~~liquidity~~total ~~and~~liabilities, ~~reduce~~divided ~~our~~by ~~ability~~the tototal ~~raise~~number ~~capital~~of shares of Common Stock outstanding as of December 31, 2025.

OnAfter ~~June~~giving ~~30,~~effect ~~2025,~~to ~~we received a deficiency letter from~~ the ~~Listing~~sale ~~Qualifications~~of shares ~~Department~~ of ~~Nasdaq~~Common ~~(the~~Stock ~~“Staff”),~~in ~~notifying the~~this ~~Company~~offering ~~that~~at ~~for~~an ~~the~~assumed ~~last~~public 30offering ~~consecutive business days, the bid~~ price ~~for~~of ~~the Company’s common stock had closed below the minimum~~ $~~1.00~~ per share, ~~requirement for continued inclusion on~~ the ~~Nasdaq~~midpoint of ~~Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (~~the ~~“Bid Price~~estimated ~~Rule”).~~price Inrange ~~accordance~~set ~~with~~forth ~~Nasdaq~~on ~~Listing Rule 5810(c)(3)(A),~~ the ~~Company~~cover ~~has~~page ~~been provided an initial period~~ of ~~180~~this ~~calendar days~~Prospectus, orand ~~until~~after ~~December~~deducting ~~29,~~underwriting ~~2025~~discounts ~~(the~~and ~~“Compliance Date”), to regain compliance with the Bid Price Rule. If the Company is~~commissions ~~not~~and inestimated ~~compliance~~offering ~~with~~expenses ~~the~~payable ~~Bid Price Rule~~ by ~~the Compliance Date~~us, ~~the~~our ~~Company~~pro ~~may~~forma beas ~~afforded~~adjusted anet ~~second~~tangible ~~180~~book ~~calendar~~value ~~day~~as ~~period~~of toDecember ~~regain compliance. To qualify~~31, ~~the~~2025 ~~Company~~ would behave ~~required~~been approximately to$ , ~~meet~~or ~~the~~approximately ~~continued~~$ per ~~listing~~share ~~requirement for market value~~ of ~~publicly~~Common ~~held~~Stock. ~~shares and~~This ~~all~~represents ~~other~~an ~~initial~~immediate ~~listing~~increase ~~standards~~in ~~for~~as ~~Nasdaq, except~~adjusted ~~for~~net ~~the~~tangible ~~minimum bid price requirement. In addition,~~book ~~the~~value ~~Company would be required to notify Nasdaq~~ of ~~its~~$ per ~~intent~~share to ~~cure~~our ~~the~~existing ~~minimum~~stockholders ~~bid price deficiency, which may include, if necessary, implementing a reverse stock split. If the Company does not regain compliance with the Bid Price Rule by the Compliance Date~~ and ~~is not eligible for~~ an ~~additional~~immediate ~~compliance~~dilution ~~period~~in atnet ~~that~~tangible ~~time,~~book ~~the~~value ~~Staff~~of ~~will~~$ per ~~provide~~share ~~written notification~~ to ~~the~~investors ~~Company that its common~~participating ~~stock~~in ~~may~~this ~~be delisted~~offering. ~~The Company would then be entitled to request a hearing and appeal the Staff’s determination to a Nasdaq Hearings Panel.~~

~~Furthermore,~~Dilution onper ~~June~~share ~~30,~~to ~~2025,~~new ~~the~~investors ~~Company~~is ~~received~~determined anby ~~additional~~subtracting ~~deficiency~~pro ~~letter~~forma ~~from Nasdaq, notifying the Company that,~~ as aadjusted ~~result~~net oftangible ~~the~~book ~~resignations of~~value ~~its~~per ~~independent~~share ~~directors,~~after ~~David~~this ~~Price~~offering ~~and Justin Sherrock,~~ from ~~the board of directors of the Company and the audit committee of~~ the ~~board~~assumed ofpublic ~~directors,~~offering ~~effective~~price ~~May~~per ~~13,~~share ~~2025,~~paid the Company is not in compliance with Nasdaq Listing Rule 5605. In accordance with Nasdaq Listing Rule 5810(c)(2), the Company has been provided 45 calendar days to submit a plan to regain compliance no later than August 14, 2025. If the Company’s plan is accepted by ~~Nasdaq,~~new ~~the Company may be granted an extension of up to 180 calendar days from June 30, 2025 to evidence compliance~~investors. The ~~Company~~following ~~has~~table ~~initiated~~illustrates ~~a search for prospective independent directors. As of the date of~~ this ~~prospectus, the~~per ~~Company~~share ~~has~~dilution ~~neither identified any candidates nor has it submitted its plan~~ to ~~regain~~new ~~compliance to Nasdaq.~~investors:

We cannot assure you that we will be able to regain compliance with the Bid Price Rule and maintain compliance with Nasdaq’s other continued listing standards. Accordingly, our common stock could be delisted from Nasdaq. We and holders of our securities could be materially adversely impacted if our securities are delisted from Nasdaq. In particular:

	Offering Without Over-Allotment Option ⁽¹⁾	Offering With Over-Allotment Option Exercised in Full ⁽²⁾
Assumed public offering price per share⁽¹⁾	$	$
Net tangible book value per share as of December 31, 2025	$	$
Pro forma increase in net tangible book value per share attributable to this offering	$	$
Pro forma as adjusted net tangible book value per share after giving effect to this offering	$	$
Dilution in net tangible book value per share to investors in this offering	$	$

● we may be unable to raise equity capital on acceptable terms or at all; ● we may lose the confidence of our business partners, which would jeopardize our ability to continue our business as currently conducted; ● the price of our common stock will likely decrease as a result of the loss of market efficiencies associated with Nasdaq; ● holders may be unable to sell or purchase our securities when they wish to do so; ● we may become subject to stockholder litigation; ● we may lose media and analyst coverage; ● our common stock could be considered a “penny stock,” which would likely limit the level of trading activity in the secondary market for our common stock; and ● we would likely lose any active trading market for our common stock, as it may only be traded on one of the over-the-counter markets, if at all.

(1)	Assumes (a) no exercise of the Underwriter’s Over-Allotment Option and (b) that shares of Common Stock are offered by us in the offering at an assumed public offering price of $ per share, the midpoint of the estimated price range set forth on the cover page of this Prospectus, after deducting the underwriting discounts and commissions and the estimated offering expenses payable by us.

(2)	Assumes (a) full exercise of Underwriter’s Over-Allotment Option and (b) that shares of Common Stock are offered by us in the offering at an assumed public offering price of $ per share, the midpoint of the estimated price range set forth on the cover page of this Prospectus, after deducting the underwriting discounts and commissions and the estimated offering expenses payable by us.

~~CAUTIONARY~~Each ~~NOTE~~$1.00 ~~REGARDING~~increase ~~FORWARD-LOOKING~~(decrease) ~~STATEMENTS~~in the assumed public offering price of $ per share would increase (decrease) our pro forma as adjusted net tangible book value as of December 31, 2025, after this offering by approximately $ per share, and would increase (decrease) dilution to new investors by $ per share, assuming that the number of shares of Common Stock offered by us as set forth on the cover page of this Prospectus remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

~~This~~We ~~prospectus~~may ~~contains~~also ~~forward-looking~~increase ~~statements~~or decrease the number of shares of Common Stock that we are offering. ~~Certain~~A ~~statements~~100,000 inshare ~~this~~increase ~~prospectus~~in ~~may~~the ~~constitute~~number ~~“forward-looking~~of ~~statements”~~shares ~~for~~offered ~~purposes~~by ofus, ~~the~~as ~~federal~~set ~~securities~~forth ~~laws.~~on ~~Our~~the ~~forward-looking~~cover ~~statements~~page ~~include~~of this Prospectus, ~~but~~would ~~are~~increase ~~not~~the ~~limited~~pro ~~to,~~forma ~~statements~~as ~~regarding~~adjusted ~~expectations, hopes,~~net ~~beliefs,~~tangible ~~intentions,~~book orvalue ~~strategies~~per share ~~regarding~~by approximately $ and decrease the ~~future.~~dilution Inper ~~addition,~~share ~~any~~to ~~statements~~new ~~that~~investors ~~refer~~participating toin ~~projections,~~this ~~forecasts~~offering by approximately $ , orbased ~~other~~on ~~characterizations~~an assumed public offering price of ~~future~~$ per ~~events~~share orand ~~circumstances,~~after ~~including~~deducting ~~any~~the ~~underlying~~underwriting ~~assumptions,~~discounts ~~are~~and ~~forward-looking~~commissions ~~statements.~~and ~~The~~estimated offering ~~words~~expenses ~~“anticipate,”~~payable ~~“believe,”~~by ~~“continue,”~~us. ~~“could~~Similarly,” ~~“estimate,”~~a ~~“expect~~100,~~” “intends,”~~000 ~~“may,”~~share ~~“might,”~~decrease ~~“plan,”~~in ~~“possible,”~~the ~~“potential,”~~number ~~“predict,” “project,”~~of ~~“should,”~~shares ~~“will,”~~offered ~~“would~~by us,” ~~and~~as ~~similar~~set ~~expressions~~forth ~~may~~on ~~identify~~the ~~forward-looking~~cover page of ~~statements~~this Prospectus, ~~but~~would decrease the ~~absence~~pro offorma ~~these~~as ~~words~~adjusted ~~does~~net ~~not~~tangible ~~mean~~book ~~that~~value aper ~~statement~~share isby ~~not~~approximately ~~forward-looking.~~$ and ~~Forward-looking~~increase ~~statements~~the dilution per share to new investors participating in this ~~prospectus~~ ~~may~~offering ~~include,~~by ~~for~~approximately ~~example~~$ , ~~statements~~based ~~about:~~on an assumed public offering price of $ per share and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

●The foregoing ~~assumptions~~table ~~about~~and ~~our~~discussion ~~future~~above ~~financial~~are ~~and~~based ~~operating~~on ~~results~~3,977,443 ~~including~~shares ~~revenue,~~of ~~income,~~our ~~expenditures,~~Common ~~cash~~Stock ~~balances,~~outstanding ~~and~~as ~~other~~of ~~financial~~December ~~items;~~31, 2025, and exclude:

● our ability to execute our growth strategies, including our ability to meet our goals;

	●	197,609 shares of Common Stock issuable upon exercise of stock options outstanding as of December 31, 2025, at a weighted average exercise price of $6.82 per share; and

	·●	69,057 shares reserved for future issuance pursuant to our Amended and Restated 2024 Equity Incentive Plan as of December 31, 2025.

●To the ~~current~~extent that any options are exercised, new options are granted under our Amended and Restated 2024 Equity Incentive Plan or we otherwise issue additional shares of Common Stock or securities convertible into or exercisable for our shares of Common Stock in the future ~~economic~~(including shares ~~and~~issued ~~political~~in ~~conditions;~~connection with one or more acquisitions we may make), there may be further dilution to new investors. To the extent we raise additional capital through sales of shares of our Common Stock or convertible securities, there may be further dilution.

●In addition, ~~our~~we may choose to raise additional capital ~~requirements~~due ~~and~~to market conditions or strategic considerations, even if we believe we have sufficient funds for our ~~ability~~current toor ~~raise~~future ~~any~~operating plans. To the extent that additional ~~financing~~capital ~~which~~is weraised ~~may~~through ~~require;~~the sale of equity, warrants to purchase our shares, or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

●The above ~~our~~information ~~ability~~is toillustrative ~~attract~~only ~~customers~~and will change based upon the actual public offering price, the actual number of shares we offer in the offering, and ~~further~~other ~~enhance~~terms ~~our~~of ~~brand~~the ~~recognition;~~offering determined at pricing.

● our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business;

● trends and competition in our industry; and

● other assumptions described in this prospectus underlying or relating to any forward-looking statements.

The forward-looking statements contained in this prospectus are based on current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties, some of which are beyond our control, or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors” and in our periodic filings with the SEC. Our SEC filings are available publicly on the SEC website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Accordingly, forward-looking statements in this prospectus should not be relied upon as representing our views as of any subsequent date, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

~~THE~~HOLDERS ~~LINCOLN~~OF ~~PARK TRANSACTION~~RECORD

~~General~~As of , 2026, we had shares of Common Stock issued and outstanding held by stockholders of record, not including beneficial holders whose shares are held in nominee or “street name” accounts through brokers.

OnSECURITY ~~June~~OWNERSHIP ~~23,~~OF ~~2025,~~CERTAIN weBENEFICIAL ~~entered~~OWNERS ~~into~~AND the Purchase Agreement with Lincoln Park, pursuant to which Lincoln Park has agreed, upon the terms and subject to the conditions set forth in the Purchase Agreement, to purchase from us up to an aggregate of $20.0 million of our common stock (subject to certain limitations set forth in the Purchase Agreement), from time to time and at our sole discretion for a period of up to 24 months after the Commencement Date.MANAGEMENT

~~Also~~The onfollowing ~~June~~table ~~23,~~sets ~~2025,~~forth weinformation ~~entered into the Registration Rights Agreement, pursuant to which we filed~~ with ~~the~~respect ~~SEC the registration statement of which this prospectus forms a part~~ to ~~register under~~ the ~~Securities~~beneficial ~~Act for resale by Lincoln Park up to 7~~ownership,~~000,000 shares~~ ofwithin ~~common stock, consisting of (i)~~ the ~~882,145~~meaning ~~Commitment Shares that we previously issued to Lincoln Park on June 23, 2025 as consideration for its commitment to purchase shares~~ of ~~our~~Rule ~~common~~13d-3 ~~stock at our direction~~ under the ~~Purchase Agreement and (ii) up to~~Exchange 6Act,~~117,855~~ ~~shares~~ of our ~~common~~Common ~~stock~~Stock ~~that~~as ~~we may elect to sell to Lincoln Park, in our sole discretion, from time to time for a period~~ of ~~up to 24 months from and after~~ the ~~Commencement~~date ~~Date~~of ~~under~~this ~~the Purchase Agreement~~Prospectus.

~~Other~~Beneficial ~~than~~ownership ~~the~~includes ~~882,145~~voting ~~Commitment~~or ~~Shares~~investment ~~that~~power wewith ~~issued~~respect to ~~Lincoln Park upon execution of~~ the Purchase Agreement, we do not have the right to commence any sales of common stock to Lincoln Park under the Purchase Agreement until all of the conditions set forth in the Purchase Agreement have been satisfied on the Commencement Date, including that the registration statement of which this prospectus forms a part is declared effective by the SEC and a final prospectus relating thereto is filed with the SECsecurities. ~~From and~~Except ~~after the Commencement Date, on any business day that we select~~ as ~~the~~indicated ~~purchase date therefor on which the closing sale price of our common stock is not~~ below ~~$0.25 (subject to adjustment as set forth in the Purchase Agreement) per share (the “Floor Price”)~~, we ~~may, from time to time~~ and at our sole discretion for a period of up to 24 months after the Commencement Date, by written notice delivered by us to Lincoln Park, direct Lincoln Park to purchase up to 100,000 shares of common stock (subject to ~~adjustment~~applicable ~~as set forth in the~~community ~~Purchase~~property ~~Agreement) in a Regular Purchase~~laws, ~~at a purchase price per share that will be determined and fixed in accordance with~~ the ~~Purchase Agreement~~persons atnamed the time we deliver such written notice to Lincoln Park on the purchase date for such Regular Purchase. The maximum share limit for a Regular Purchase shall be increased to higher share threshold amounts in the ~~Purchase~~table ~~Agreement,~~have upsole tovoting aand ~~maximum~~investment ~~share~~power ~~limit of 175,000 shares of common stock,~~ with ~~the~~respect applicable maximum share limit determined by whether the closing price for our common stock on the applicable purchase date exceeds certain price thresholds set forth in the Purchase Agreement, in each case, subject to ~~adjustment for~~all ~~any~~Common ~~recapitalization,~~Stock ~~non-cash~~shown ~~dividend, forward or reverse stock split or other similar transactions~~ as ~~provided in the Purchase~~beneficially ~~Agreement;~~owned ~~however,~~by ~~Lincoln Park’s maximum purchase commitment in any single Regular Purchase may not exceed $750,000~~them. ~~The~~Percentage ~~purchase price~~of ~~per~~beneficial ~~share~~ownership of ~~common stock sold in~~ each ~~such~~listed ~~Regular~~person ~~Purchase,~~is ~~if any, will be~~ based on shares ~~market prices~~ of ~~the~~Common ~~common~~Stock ~~stock~~outstanding ~~over~~as ~~a specified period immediately preceding the time~~ of , ~~sale as computed under the Purchase Agreement~~2026.

InBeneficial ~~addition,~~ownership atis ~~our~~determined ~~discretion,~~in ~~Lincoln~~accordance ~~Park~~with ~~has~~the ~~committed~~rules toof ~~purchase~~the ~~other~~SEC ~~“accelerated~~and ~~amounts”~~generally orrequires ~~“additional~~that ~~accelerated amounts”~~such ~~under~~person ~~certain~~have ~~circumstances.~~voting Weor ~~will~~investment ~~control~~power with ~~the~~respect ~~timing and amount of any sales of our common stock~~ to ~~Lincoln~~the ~~Park~~securities. ~~The purchase~~In ~~price~~computing ~~per~~the ~~share~~number of ~~common~~shares ~~stock~~of ~~sold~~Common inStock ~~each~~beneficially ~~such~~owned ~~Accelerated~~by ~~Purchase~~persons ~~and~~listed ~~Additional~~below ~~Accelerated~~and ~~Purchase, if any, will be~~the ~~based~~percentage onownership ~~market prices~~ of ~~the~~such ~~common~~persons, ~~stock~~shares onof ~~the~~Common ~~applicable~~Stock ~~purchase~~underlying ~~dates~~options, ~~for~~warrants, ~~such~~or ~~Accelerated~~convertible ~~Purchases~~securities ~~and~~held ~~Additional~~by ~~Accelerated~~each such ~~Purchases~~person asthat ~~computed~~are ~~under~~exercisable ~~the~~or ~~Purchase~~convertible ~~Agreement.~~within ~~The~~60 ~~purchase~~days ~~price~~of ~~per~~the ~~share~~date ~~will~~of bethis ~~equitably~~Prospectus ~~adjusted~~are asoutstanding, ~~provided~~but inare ~~the~~not ~~Purchase Agreement~~outstanding for computing ~~any~~the ~~reorganization,~~percentage ~~recapitalization,~~ownership ~~non-cash~~of ~~dividend,~~any ~~stock split, or~~ other ~~similar transaction as set forth in the Purchase Agreement~~person.

	Common Stock Beneficially Owned
	Number			Percent
Directors and Named Executive Officers⁽¹⁾:
Randolph Wilson Jones III		74,714	⁽²⁾			%
John M. Orobono Jr.		-			-
Christina Maldonado		-			-
Virgilio D. Torres		-			-
Yuji Ishida		-			-
Gan Yong Sheng		-			-
All directors and named executive officers as a group (6 persons):		74,717	⁽³⁾			%

5% Stockholders:
V-Cube, Inc. and Naoaki Mashita		1,565,942	⁽⁴⁾			%

Notes:

* Represents less than 1% of beneficial ownership.

(1)	Unless otherwise indicated, the business address of each of the individuals is 1170 Wheeler Way, Langhorne, PA 19047.
(2)	Represents 92,117 shares of Common Stock underlying the stock options granted to Randolph Wilson Jones III under the Amended and Restated Equity Incentive Plan, which options vested upon the completion of the Company’s initial public offering. The Company has granted Randolph Wilson Jones III options to purchase 1,381,750 shares of Common Stock with an exercise price of $0.46 per share. As a result of the Company’s 1-for-15 reverse stock split, effected on December 1, 2025, the number of shares issuable upon the exercise of this option was reduced to 92,117, with an exercise price of $6.90 per share. The options are subject to the following vesting terms: 60% vested upon the completion of the Company’s initial public offering, and the remaining 40% have a one-year cliff, wherein approximately 13.3% of the award vested in October 2025 and the remaining award vested or will thereafter vest in equal monthly installments, commencing November 2025 until October 2027, so that all the shares subject to the options shall vest by October 2027.
(3)	Includes the shares of Common Stock underlying the stock options granted to Randolph Wilson Jones III (Chief Executive Officer and Director) but not exercised under the Amended and Restated Equity Incentive Plan, as mentioned in the note above.
(4)	Includes (i) 1,520,000 shares of Common Stock held by V-Cube, Inc., a Japanese company listed on the Tokyo Stock Exchange and (ii) 45,942 shares of Common Stock issued to Mr. Naoaki Mashita, the chief executive officer of V-Cube, Inc. and a former director of the Company, on December 23, 2024, pursuant to the partial conversion of the convertible promissory note in the principal amount of $317,000 held by Mr. Naoaki Mashita, upon the conversion of the outstanding principal at a conversion price of $6.90 per share. The registered address of V-Cube, Inc. is NBF Platinum Tower, 16-17/F 1-17-3 Shirokane 108-0072, Tokyo.

~~The~~DESCRIPTION ~~Company~~OF ~~will~~OUR ~~control~~CAPITAL the timing and amount of any sales of common stock to Lincoln Park pursuant to the Purchase Agreement. Lincoln Park has no right to require the Company to sell any shares of common stock to Lincoln Park under the Purchase Agreement, but Lincoln Park is obligated to make purchases of common stock as the Company directs, upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement.STOCK

WeThe ~~may~~description ~~not~~of ~~assign or transfer~~ our ~~rights~~capital ~~and~~stock ~~obligations~~is ~~under~~incorporated ~~the~~by ~~Purchase~~reference ~~Agreement~~to ~~without~~Exhibit ~~consent of Lincoln Park~~4.2 ~~Lincoln~~to ~~Park~~our ~~may not~~Annual ~~assign~~Report oron ~~transfer~~Form ~~its~~10-K ~~rights~~for ~~and obligations under~~ the ~~Purchase~~fiscal ~~Agreement.~~year ~~No provision of the Purchase Agreement or the Registration~~ended ~~Rights~~December ~~Agreement~~31, ~~may~~2025, befiled ~~modified~~with ~~or waived by~~ the ~~Company~~SEC oron ~~Lincoln~~March ~~Park~~18, 2026.

Actual sales of shares of common stock by the Company to Lincoln Park under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the common stock, and determinations by the Company as to the appropriate sources of funding for the Company and its operations.UNDERWRITING

AsNetwork ~~consideration~~1 ~~for~~Financial ~~Lincoln~~Securities, ~~Park’s~~Inc. ~~commitment~~is toacting ~~purchase~~as ~~shares~~the ofUnderwriter. ~~common~~Subject ~~stock~~to ~~from~~the usterms atand ~~our~~conditions ~~direction~~of ~~from~~an ~~time~~underwriting toagreement ~~time~~between ~~from~~us and ~~after~~ the ~~Commencement Date pursuant to the Purchase Agreement~~Underwriter, ~~promptly~~we ~~following~~have ~~our~~agreed ~~execution~~to ofsell to the ~~Purchase~~Underwriter ~~Agreement~~named below, and the ~~Registration~~ ~~Rights~~Underwriter ~~Agreement,~~named webelow ~~issued~~has ~~882,145~~agreed ~~Commitment Shares~~ to ~~Lincoln Park on June 23~~purchase, ~~2025.~~at the ~~All~~public ~~882,145~~offering ~~Commitment~~price ~~Shares~~less ~~that we~~the ~~issued~~underwriting todiscounts ~~Lincoln~~set ~~Park~~forth ~~are~~on ~~included in~~ the ~~7,000,000~~cover ~~shares~~page of ~~common~~this ~~stock~~Prospectus, ~~being registered under~~ the ~~Securities~~number ~~Act~~of ~~for~~shares ~~resale~~of Common byStock ~~Lincoln~~listed ~~Park~~next ~~under~~to ~~the~~its ~~registration~~name ~~statement~~in ofthe ~~which~~following ~~this prospectus forms a part.~~table:

Under Nasdaq rules, we cannot issue shares in excess of the Exchange Cap unless we obtain stockholder approval or the average sale price to Lincoln Park meets or exceeds the Base Price. We obtained approval from our Majority Stockholder by written consent on July 8, 2025, to issue shares in excess of the Exchange Cap. An Information Statement regarding this approval was filed with the SEC on July 8, 2025, and will be mailed to stockholders of record as of July 8, 2025, on or before July 23, 2025. As a result, effective 20 days after mailing the Information Statement, on August 12, 2025, the Exchange Cap will no longer restrict our ability to issue shares to Lincoln Park under the Purchase Agreement.

Underwriters		Number of Shares
Network 1 Financial Securities, Inc.
Total

IfThe underwriting weagreement ~~elect~~provides tothat ~~issue~~the ~~and~~obligations ~~sell~~of tothe ~~Lincoln~~Underwriter ~~Park under~~to ~~the~~pay ~~Purchase~~for ~~Agreement~~and ~~more~~accept ~~than~~delivery of the ~~6,117,855~~ shares of ~~our~~Common ~~common~~Stock offered ~~stock~~by ~~that~~this Prospectus are ~~available~~subject ~~for~~to ~~issuance~~various conditions and ~~sale~~representations toand ~~Lincoln~~warranties, ~~Park under~~including ~~this~~the ~~prospectus,~~approval ~~which~~of wecertain ~~have~~legal matters ~~the~~by ~~right,~~their ~~but~~counsel ~~not~~and ~~the~~other ~~obligation,~~conditions tospecified ~~do,~~in wethe ~~must~~underwriting ~~first~~agreement. ~~register~~The ~~for~~shares ~~resale~~of ~~under~~Common ~~the~~Stock ~~Securities Act~~are ~~any~~offered ~~such~~by ~~additional~~the Underwriter, ~~shares~~subject ofto ~~our~~prior ~~common~~sale, ~~stock~~when, ~~which~~as ~~could~~and ~~cause~~if ~~additional~~issued ~~substantial~~to ~~dilution~~and toaccepted ~~our~~by ~~stockholders~~it. The ~~number~~Underwriter reserves the right to withdraw, cancel ofor ~~shares~~modify ofthe ~~our~~offer ~~common~~to ~~stock~~the ~~ultimately~~public ~~offered~~and ~~for~~to ~~resale~~reject byorders ~~Lincoln~~in ~~Park~~whole or in part. The Underwriter is ~~dependent~~obligated ~~upon~~to ~~the~~take ~~number~~and pay for all of the shares of ~~our~~Common ~~common~~Stock ~~stock we~~offered ~~ultimately~~by ~~decide~~this toProspectus ~~sell~~if toany ~~Lincoln~~such ~~Park~~shares ~~under~~of ~~the~~Common ~~Purchase~~Stock ~~Agreement~~are taken.

~~The Purchase Agreement also prohibits the Company~~We ~~from~~have ~~directing~~agreed ~~Lincoln Park~~ to ~~purchase~~indemnify ~~any~~the ~~shares~~Underwriter ofagainst ~~common~~specified ~~stock~~liabilities, ~~that~~including ~~would~~liabilities ~~result~~under inthe ~~Lincoln~~Securities ~~Park’s~~Act, ~~beneficial~~and ~~ownership~~to ofcontribute ~~our~~to ~~common~~payments ~~stock exceeding~~ the ~~Beneficial~~Underwriter ~~Ownership~~may ~~Limitation~~be ofrequired ~~4.99%~~to ofmake ~~the~~in ~~outstanding~~respect ~~shares of our common stock~~thereof.

Underwriting Discounts and Expenses

The Underwriter proposes initially to offer the shares of Common Stock to the public at the public offering price set forth on the cover page of this Prospectus and to dealers at that price less a concession. If all of the shares of Common Stock offered by us are not sold at the public offering price, the Underwriter may change the offering price and other selling terms by means of a supplement to this Prospectus.

The following table shows the public offering price, underwriting discounts, and proceeds, before expenses, to us.

	Per Share	Total
Public offering price⁽¹⁾	$	$
Underwriting Discounts and Commissions ⁽²⁾	$	$
Proceeds, Before Expenses, to the Company	$	$

(1)	Public offering price per share is assumed as $ per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this Prospectus.

(2)	Represents an underwriting discount equal to 6.0% per share.

~~Purchases~~We have agreed to pay to the Underwriter by deduction from the net proceeds of ~~Shares~~the offering contemplated herein, a non-accountable expense allowance equal to 0.05% percent of ~~our~~the ~~common~~gross ~~stock~~proceeds ~~under~~received by us from the ~~Purchase~~sale ~~Agreement~~of the shares.

~~Regular~~We ~~Purchases~~have agreed to be responsible for reasonable, necessary, and accountable out-of-pocket expenses relating to this offering capped at $75,000.

~~From~~We ~~and~~will ~~after~~pay ~~the~~an ~~Commencement~~advance ~~Date~~of $37,500 onto ~~any business day that we select as~~ the ~~purchase~~Underwriter ~~date~~for ~~therefor on which~~ the ~~closing~~Underwriter’s ~~sale~~anticipated ~~price~~ out-of ~~our~~-pocket ~~common~~expenses. ~~stock~~If ~~is not below~~ the ~~Floor~~engagement ~~Price (and provided all shares of common stock subject to all prior Regular Purchases that we~~is ~~have~~terminated, ~~effected under~~ the ~~Purchase~~term ~~Agreement,~~of ifengagement ~~any~~expires, ~~have~~or ~~been~~this ~~received~~offering bydoes ~~Lincoln~~not ~~Park before we deliver notice to Lincoln Park for such Regular Purchase in accordance with the Purchase Agreement)~~occur, the ~~Company~~advances ~~may,~~will bybe ~~written~~refunded ~~notice delivered by us~~ to ~~Lincoln~~the ~~Park,~~extent ~~direct Lincoln~~not ~~Park to purchase up to 100,000 shares of common stock on such purchase date in a Regular Purchase, provided, however, that the~~actually ~~maximum~~incurred ~~number of shares we may sell to Lincoln Park~~ in aaccordance ~~Regular~~with ~~Purchase~~FINRA ~~may~~Rule ~~be increased to:~~5110(g).

●We estimate upthat toexpenses ~~125,000~~payable ~~shares,~~by ~~provided~~us ~~that~~in ~~the~~connection ~~closing~~with ~~sale~~this ~~price~~offering, ofother than the ~~common~~underwriting ~~stock~~discounts onreferred ~~the~~to ~~applicable~~above, ~~purchase~~will be ~~date~~approximately is$ , ~~not~~including ~~below~~a maximum aggregate reimbursement of $1 of Underwriter’s accountable expenses.~~00;~~

~~● up to 150,000 shares, provided that the closing sale price of the common stock on the applicable purchase date is not below $2.00; and~~Tail Financing

●If we upsuccessfully toconsummate ~~175~~this offering underwritten by the Underwriter,~~000~~ ~~shares~~the Underwriter shall be entitled to compensation with respect to any public or private offering or other financing or capital-raising transaction of any kind, ~~provided~~to the extent that ~~the~~such ~~closing~~financing ~~sale~~or capital ~~price~~is provided to our Company by investors or affiliates of investors whom the ~~common~~Underwriter ~~stock~~had onintroduced to our Company during the ~~applicable~~engagement ~~purchase~~period ~~date~~and iswhom our Company had not ~~below~~previously ~~$3.00~~known ~~(each~~prior ofto the Underwriter’s introduction, if such ~~share~~tail ~~limits~~financing is ~~constitute~~consummated at any time within the ~~“Regular~~6-month ~~Purchase~~period ~~Share~~following ~~Limit”~~the ~~and~~expiration ~~together~~or ~~with~~termination of the ~~dollar~~engagement ~~amounts~~period; provided, however, that the Underwriter shall not be ~~subject~~entitled to ~~adjustment~~receive ~~for~~such ~~any~~compensation ~~reorganization,~~unless ~~recapitalization,~~it ~~non-cash~~has ~~dividend,~~provided ~~stock~~advance ~~split,~~written ~~reverse~~notice ~~stock~~of ~~split~~all investors or ~~other~~affiliates ~~similar~~of ~~transaction~~investors asthe ~~provided~~Underwriter inhas contacted during the ~~Purchase~~engagement ~~Agreement)~~period. Our Company may terminate the tail for cause.

~~In any case, however, Lincoln Park’s maximum purchase commitment in any single Regular Purchase may not exceed $750,000.~~Indemnification

~~The~~We ~~purchase~~have ~~price~~agreed ~~per~~to ~~share~~indemnify ofthe ~~common~~Underwriter ~~stock~~and ~~sold~~its incontrol ~~each~~persons, ~~such~~members, ~~Regular~~managers, ~~Purchase~~officers, ifemployees, agents, or affiliates (each, including Underwriter, an “Indemnified Person”) to the fullest extent lawful against any and all claims, ~~will~~losses, bedamages, liabilities ~~equal~~and expenses as incurred arising out of this offering or the engagement, except to ~~97%~~the extent a claim, loss, or expense is directly attributable to any action or failure to act by the Indemnified Person, other than any claim that is finally determined (with no right of appeal) to have resulted from bad faith, fraud, gross negligence, or willful misconduct on the ~~lower~~part of: the Indemnified Person.

~~● the lowest sale price for our common stock on the purchase date for such Regular Purchase; and~~Lock-Up Agreements

●Each of ~~the~~our ~~arithmetic~~directors ~~average~~and executive officers and our principal stockholders (5% or more stockholders) has also agreed to enter into a similar lock-up agreement for a period of 90 days from the ~~three~~date ~~lowest~~of ~~closing~~this ~~sale~~Prospectus, ~~prices~~subject ~~for~~to certain exceptions, with respect to our ~~common~~Common Stock ~~stock~~and ~~during~~securities ~~the~~that 10are ~~consecutive~~substantially ~~business~~similar ~~days~~to ~~ending~~our onCommon ~~the~~Stock. ~~business~~The ~~day~~lock-up ~~immediately~~arrangements ~~preceding~~applicable to 5% or greater stockholders will not apply to the ~~purchase~~Selling ~~date~~Stockholders ~~for~~with ~~such~~respect ~~Regular~~to ~~Purchase~~the Resale Shares.

(in each case, to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, or other similar transaction that occurs on or after the date of the Purchase Agreement).

Accelerated Purchases

In addition to Regular Purchases described above, on any purchase date for a Regular Purchase on which we have properly submitted a Regular Purchase notice directing Lincoln Park to purchase the maximum number of shares of our common stock that we are then permitted to include in a single Regular Purchase notice (and provided all shares of common stock subject to all prior Regular Purchases, Accelerated Purchases, and Additional Accelerated Purchases that we have effected under the Purchase Agreement prior to such purchase date, if any, have been received by Lincoln Park before we deliver notice to Lincoln Park for such Accelerated Purchase in accordance with the Purchase Agreement), we may, by written notice delivered by us to Lincoln Park simultaneously with such Regular Purchase notice for such corresponding Regular Purchase at the Regular Purchase Share Limit, direct Lincoln Park to purchase an additional amount of our common stock, referred to as an “Accelerated Purchase,” on the next business day following such purchase date for such corresponding Regular Purchase, referred to as the “Accelerated Purchase Date,” not to exceed the lesser of:

● 30% of the aggregate number of shares of our common stock traded during all or, if certain trading volume or market price thresholds specified in the Purchase Agreement are crossed on the applicable Accelerated Purchase Date, the portion of the normal trading hours the applicable Accelerated Purchase Date prior to such time that any one of such thresholds is crossed, which period of time on the applicable Accelerated Purchase Date is referred to as the “Accelerated Purchase Measurement Period”; and

● 300% of the number of shares of common stock purchased pursuant to the corresponding Regular Purchase.

~~The~~In ~~purchase~~addition, ~~price~~we ~~per~~have ~~share~~agreed ~~for~~with the ~~shares~~Underwriter, ofsubject ~~common~~to ~~stock~~certain ~~subject~~exceptions, not to ansell, ~~Accelerated~~transfer ~~Purchase~~or ~~will~~otherwise bedispose ~~equal~~of toany ~~97%~~ shares of Common Stock or similar securities for a period ending 90 days after the ~~lower~~date of: this Prospectus.

~~● the volume weighted average price~~ Pricing of ~~our common stock during~~ the ~~Accelerated Purchase Measurement Period on the applicable Accelerated Purchase Date; and~~Offering

●The offering price of our Common Stock has been negotiated between us and the ~~closing~~Underwriter. ~~sale~~Among the factors considered in determining the public offering price of our ~~common~~Common ~~stock~~Stock, onin addition to the ~~applicable~~prevailing ~~Accelerated~~market ~~Purchase~~conditions, ~~Date~~are our historical performance, estimates of our business potential and earnings prospects, an assessment of our management, and the consideration of the above factors in relation to market valuation of companies in related businesses.

~~Additional~~Electronic ~~Accelerated~~Offer, ~~Purchases~~Sale, and Distribution of Common Stock

WeA ~~may~~prospectus ~~also~~in ~~direct~~electronic ~~Lincoln~~format ~~Park,~~may bybe ~~written~~made ~~notice~~available ~~delivered~~on tothe ~~Lincoln~~websites ~~Park~~maintained ~~not~~by ~~later~~the ~~than~~Underwriter ~~1:00~~and ~~p.m.,~~the ~~Eastern~~Underwriter ~~time,~~may ~~on an Accelerated Purchase~~distribute ~~Date~~prospectuses ~~(and~~electronically. ~~provided~~The ~~all~~Common ~~shares~~Stock ofto ~~common~~be ~~stock~~sold ~~subject~~pursuant to ~~all~~internet ~~prior~~distributions ~~Regular~~will ~~Purchases,~~be ~~Accelerated~~allocated ~~Purchases, and Additional Accelerated Purchases that we have effected under the Purchase Agreement, including those prior Accelerated Purchases and Additional Accelerated Purchases effected~~ on the same ~~Accelerated~~basis ~~Purchase Date~~ as ~~the~~other allocations. ~~applicable~~Other ~~Additional~~than ~~Accelerated~~the ~~Purchase,~~prospectus ~~if any, have been received by Lincoln Park~~ in ~~accordance~~electronic ~~with~~format, the ~~Purchase~~information ~~Agreement~~on ~~before~~these wewebsites ~~deliver~~is ~~notice~~not topart ~~Lincoln~~of, ~~Park~~nor ~~for~~incorporated ~~such~~by ~~Additional~~reference into, ~~Accelerated~~this ~~Purchase), to~~Prospectus ~~purchase~~or anthe ~~additional~~registration ~~amount~~statement of ~~our~~which ~~common~~this ~~stock~~Prospectus onforms ~~such~~a ~~same~~part, ~~Accelerated~~has ~~Purchase~~not ~~Date,~~been ~~which~~approved isor ~~referred~~endorsed toby asus ~~an “Additional~~or ~~Accelerated~~the ~~Purchase~~Underwriter,” ofand upshould tonot ~~the~~be ~~lesser~~relied ~~of:~~upon by investors.

●Price Stabilization, ~~30%~~Short of the aggregate number of shares of our common stock traded during the portion of the normal trading hours on the applicable Accelerated Purchase Date determined in accordance with the Purchase AgreementPositions, ~~which~~and ~~period~~Penalty ~~of time on the applicable Accelerated Purchase Date referred to as the “Additional Accelerated Purchase Measurement Period;” and~~Bids

●In connection ~~300%~~with this offering, the Underwriter may engage in transactions that stabilize, maintain, or otherwise affect the price of our Common Stock. Specifically, the Underwriter may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares of ~~common~~Common ~~stock~~Stock ~~purchased~~available for ~~pursuant~~purchase by the Underwriter under option to purchase additional shares of Common Stock. The Underwriter can close out a covered short sale by exercising the ~~Regular~~option ~~Purchase~~to ~~corresponding~~purchase additional shares or purchasing Common Stock in the open market. In determining the source of Common Stock to close out a covered short sale, the ~~Accelerated~~Underwriter ~~Purchase~~will ~~effected~~consider, among other things, the open market price of Common Stock compared to the price available under the option to purchase additional shares of Common Stock. The Underwriter may also sell Common Stock in excess of the option to purchase additional shares of Common Stock, creating a naked short position. The Underwriter must close out any naked short position by purchasing Common Stock in the open market. A naked short position is more likely to be created if the Underwriter is concerned that there may be downward pressure on ~~such~~the ~~same~~price ~~Accelerated~~of ~~Purchase~~the ~~Date~~Common Stock in the open market after pricing that could adversely affect investors who purchase in the offering.

The ~~purchase~~Underwriter ~~price~~may ~~per~~also ~~share~~impose ~~for~~a penalty bid. This occurs when the ~~shares~~Underwriter ~~subject~~or a particular dealer repays selling concessions allowed to anit ~~Additional~~for ~~Accelerated~~distributing ~~Purchase~~our ~~will~~Common beStock ~~equal~~in tothis ~~97%~~offering ofbecause such underwriter repurchases the ~~lower~~shares of: Common Stock in stabilizing or short covering transactions.

● Finally, the ~~volume~~Underwriter ~~weighted~~may ~~average~~bid ~~price~~for, ofand purchase, our ~~common~~Common ~~stock~~Stock ~~during~~in ~~the~~market ~~applicable~~making ~~Additional~~transactions, ~~Accelerated~~including ~~Purchase~~“passive” ~~Measurement~~market ~~Period~~making transactions ~~for~~as ~~such~~described ~~Additional Accelerated Purchase; and~~below.

●These activities ~~the~~may ~~closing~~stabilize ~~sale~~or maintain the market price of our ~~common~~Common ~~stock~~Stock onat a price that is higher than the ~~applicable~~price ~~same~~that ~~Accelerated~~might ~~Purchase~~otherwise exist ~~Date~~in the absence of these activities. The Underwriter is not required to engage in these activities, and may discontinue any of these activities at any time without notice. These transactions may be effected on Nasdaq, in the over-the-counter market, or otherwise.

WePassive ~~may,~~Market in our sole discretion, submit multiple Additional Accelerated Purchase notices to Lincoln Park prior to 1:00 p.m., Eastern time, on a single Accelerated Purchase Date, provided all shares of common stock subject to all prior Regular Purchases, Accelerated Purchases, and Additional Accelerated Purchases, including those prior Accelerated Purchases and Additional Accelerated Purchases effected on the same Accelerated Purchase Date as the applicable Additional Accelerated Purchase have been properly delivered to Lincoln Park in accordance with the Purchase Agreement prior to such time.Making

In connection with this offering, the ~~case~~Underwriter ofmay ~~Regular~~engage ~~Purchases,~~in ~~Accelerated~~passive ~~Purchases~~market ~~and~~making ~~Additional~~transactions ~~Accelerated~~in ~~Purchases~~our Common Stock on Nasdaq in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the ~~purchase~~commencement ~~prices~~of ~~per~~offers ~~share~~or sales of ~~common~~our ~~stock~~Common Stock toand beextending ~~sold~~through ~~therein~~the ~~will~~completion beof ~~equitably~~the ~~adjusted~~distribution. ~~for~~A ~~any~~passive ~~reorganization,~~market ~~recapitalization,~~maker ~~non-cash~~must ~~dividend,~~display ~~stock~~its ~~split,~~bid ~~reverse~~at ~~stock~~a price not in excess of the ~~split~~highest independent bid of that security. However, orif ~~other~~all ~~similar~~independent ~~transaction~~bids ~~occurring~~are ~~during~~lowered below the ~~business~~passive ~~days~~market ~~used~~maker’s tobid, ~~compute~~then that ~~the~~bid must then be lowered when specified purchase ~~price~~limits are exceeded.

Other than as described above, there are no trading volume requirements or restrictions under the Purchase Agreement, and we will control the timing and amount of any sales of our common stock to Lincoln Park.

Suspension Events

“Suspension Events” under the Purchase Agreement include the following:

● the effectiveness of the registration statement of which this prospectus forms a part lapses for any reason (including, without limitation, the issuance of a stop order), or such registration statement is unavailable for the resale by Lincoln Park of our common stock offered hereby, and such lapse or unavailability continues for a period of 10 consecutive business days or for more than an aggregate of 30 business days in any 365-day period;

●Potential Conflicts ~~suspension by our principal market~~ of ~~our common stock from trading for a period of one business day;~~Interest

●The Underwriter ~~the~~and ~~delisting~~its ofaffiliates ~~our~~may, ~~common~~from ~~stock~~time ~~from~~to ~~Nasdaq~~time, ~~our~~engage ~~principal~~in ~~market,~~transactions orwith ~~any~~and ~~nationally~~perform ~~recognize~~services ~~successor~~for ~~thereto,~~us ~~unless~~in ~~our~~the ~~common~~ordinary ~~stock~~course of istheir ~~not~~business ~~immediately~~for ~~thereafter~~which ~~trading~~they onmay ~~the~~receive ~~New~~customary ~~York~~fees ~~Stock~~and ~~Exchange,~~reimbursement ~~The~~of ~~Nasdaq~~expenses. ~~Global~~In ~~Market,~~the ~~The~~ordinary ~~Nasdaq~~course ~~Global~~of ~~Select~~their ~~Market~~various business activities, the ~~NYSE~~Underwriter ~~American,~~and ~~the~~its ~~NYSE~~affiliates ~~Arca,~~may make or ~~the~~hold ~~OTCQX~~a ~~Best~~broad ~~Market~~array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own accounts and for the ~~OTCQB~~accounts ~~Venture~~of ~~Market~~their customers ~~operated~~and bysuch ~~OTC~~investment ~~Markets~~and ~~Group~~securities ~~Inc~~activities may involve securities and/or instruments of the Company. (The Underwriter and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any ~~nationally~~time ~~recognized~~hold, ~~successors~~or ~~thereto);~~recommend to clients that they acquire, long and/or short positions in such securities and instruments.

● the failure of our transfer agent to issue to Lincoln Park shares of our common stock within two business days after the applicable date on which Lincoln Park is entitled to receive such shares of our common stock;Stamp Taxes

●If you purchase our ~~breach~~Common ofStock ~~any~~offered ~~of the representations or warranties or covenants contained~~ in ~~the~~this ~~Purchase~~Prospectus, ~~Agreement~~you ormay ~~Registration~~be ~~Rights~~required ~~Agreement~~to ~~that~~pay ~~has~~stamp ortaxes ~~could~~and ~~have~~other acharges ~~material~~under ~~adverse~~the ~~effect~~laws ~~on us~~ and, practices inof the ~~case~~country of apurchase, ~~breach~~in ofaddition ato ~~covenant~~the ~~that~~offering isprice ~~reasonably~~listed ~~curable,~~on ~~that~~the iscover ~~not~~page ~~cured~~of ~~within~~this ~~five consecutive business days;~~Prospectus.

~~● any voluntary or involuntary participation or threatened participation in insolvency or bankruptcy proceedings by or against us;~~Selling Restrictions

●No action has been taken in any jurisdiction (except in the United States) that would permit a ~~court~~public offering of ~~competent~~our ~~jurisdiction~~Common ~~enters~~Stock, anor ~~order~~the possession, circulation or ~~decree~~distribution ~~under~~of this Prospectus or any ~~applicable~~other ~~bankruptcy~~material ~~law~~relating ~~(including~~to anus ~~order~~or our Common Stock, where action for that ~~relief~~purpose inis anrequired. ~~involuntary~~Accordingly, ~~case~~our Common Stock may not be offered or sold, ~~the~~directly ~~appointment~~or ofindirectly, aand ~~custodian~~neither ~~for~~this usProspectus nor any other offering material or ~~substantially~~advertisements ~~all~~in ofconnection with our ~~property~~Common Stock may be distributed or published, in or anfrom ~~order~~any country ~~for~~or ~~the~~jurisdiction ~~liquidation~~except ofin ~~the~~compliance uswith orany applicable rules and regulations of any ~~subsidiary);~~such country or jurisdiction.

●European Economic ifArea atand ~~any~~United ~~time we are not eligible to transfer our common stock electronically;~~Kingdom

	●	if at any time we have issued and sold under the Purchase Agreement an aggregate number of shares of common stock equal to the Exchange Cap (to the extent applicable under the terms of the Purchase Agreement) and our stockholders have not approved the issuance of shares of common stock under the Purchase Agreement in excess of the Exchange Cap in accordance with applicable Nasdaq listing rules (we obtained consent from our Majority Stockholder to issue shares in excess of the Exchange Cap and, therefore, effective on August 12, 2025, the Exchange Cap will no longer restrict our ability to issue shares to Lincoln Park under the Purchase Agreement) and;
	●	if at any time Lincoln Park’s broker is unable to accept shares of our common stock for deposit for reasons not within Lincoln Park’s control.

In relation to each Member State of the European Economic Area and the United Kingdom (each a “Relevant State”), no Common Stock has been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the Common Stock which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that offers of shares may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation:

~~Lincoln Park~~● ~~does not have the right~~ to ~~terminate~~legal ~~the~~entities ~~Purchase Agreement upon the occurrence of any of the Suspension Events set forth above, all of~~ which are ~~outside~~qualified ofinvestors ~~Lincoln~~as ~~Park’s~~defined ~~control,~~under ~~although~~ the ~~Purchase~~Prospectus ~~Agreement~~Regulation; ~~would~~● ~~automatically~~by ~~terminate without any action of~~ the ~~Company~~Underwriter orto ~~Lincoln~~fewer ~~Park~~than in150 ~~the~~natural ~~event of any voluntary~~ or ~~involuntary~~legal ~~bankruptcy~~persons ~~proceedings~~(other bythan orqualified ~~against~~investors ~~the Company that are not discharged within 90 days. So long~~ as adefined ~~Suspension~~in ~~Event~~the ~~has~~Prospectus ~~occurred and is continuing~~Regulation), orsubject ifto ~~any~~obtaining ~~event~~the ~~which,~~prior ~~after~~consent ~~notice and/or lapse~~ of ~~time,~~the ~~would~~Underwriter ~~reasonably~~for beany ~~expected~~such tooffer; ~~become~~or a● ~~Suspension~~in ~~Event~~any ~~has~~other ~~occurred~~circumstances ~~and~~falling iswithin ~~continuing,~~Article we1(4) ~~may not direct Lincoln Park to purchase any shares~~ of ~~our common stock under~~ the ~~Purchase~~Prospectus ~~Agreement.~~Regulation,

~~Our~~provided ~~Termination~~that ~~Rights~~no such offer of Common Stock shall result in a requirement for us or the Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

WeFor ~~have~~ the ~~unconditional~~purposes ~~right,~~of atthis ~~any time~~provision, ~~for~~the ~~any~~expression ~~reason~~an ~~and~~“offer ~~without~~of ~~any~~Common ~~payment~~Stock ~~or liability~~ to ~~us, to terminate~~ the ~~Purchase~~public” ~~Agreement upon~~in ~~one~~relation ~~business~~to ~~day’s~~any ~~prior~~Common ~~written~~Stock ~~notice~~in any toRelevant ~~Lincoln~~State ~~Park.~~means In the ~~event~~communication ofin any ~~voluntary~~form orand ~~involuntary bankruptcy proceedings~~ by orany ~~against~~means ~~the~~of ~~Company~~sufficient ~~that~~information ~~are~~on ~~not~~the ~~discharged~~terms ~~within~~of ~~90 days,~~ the ~~Purchase~~offer ~~Agreement~~and ~~would automatically terminate without~~ any ~~action~~Common ofStock ~~the~~to ~~Company~~be oroffered ~~Lincoln~~so ~~Park.~~as Noto ~~termination~~enable ofan ~~the~~investor ~~Purchase~~to ~~Agreement~~decide ~~will~~to bepurchase ~~effective~~or ~~during~~subscribe ~~the~~for ~~pendency~~our ofCommon ~~any Regular Purchase~~Stock, ~~Accelerated~~ ~~Purchase,~~and orthe ~~Additional~~expression ~~Accelerated~~“Prospectus Regulation” ~~Purchase~~means ~~that~~Regulation ~~has~~(EU) ~~not then fully settled in accordance with the Purchase Agreement~~2017/1129.

No Short-Selling or Hedging by Lincoln Park

Lincoln Park has represented to us that at no time prior to the time of execution of the Purchase Agreement has Lincoln Park or its agents, representatives, or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO under the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock. Lincoln Park agreed that during the term of the Purchase Agreement, it, its agents, representatives, or affiliates will not enter into or effect, directly or indirectly, any of the foregoing transactions.

~~Prohibitions~~United ~~on Similar Transactions~~Kingdom

~~There~~This ~~are~~Prospectus nohas ~~restrictions~~only onbeen ~~future~~communicated ~~financings,~~or ~~rights~~caused ofto ~~first~~have ~~refusal,~~been ~~participation~~communicated ~~rights,~~and ~~penalties~~will oronly ~~liquidated~~be ~~damages~~communicated ~~in the Purchase Agreement~~ or ~~Registration~~caused ~~Rights~~to ~~Agreement,~~be ~~except~~communicated as ~~the~~an ~~Company~~invitation ~~is prohibited from effecting~~ or ~~entering~~inducement ~~into any agreement~~ to ~~effect an~~engage ~~“equity~~in ~~line~~investment ofactivity ~~credit,”~~(within ~~“at-~~the~~-market~~ ~~offering,”~~meaning orof ~~other~~Section ~~similar~~21 ~~offering~~of ~~with another third party in which~~ the ~~Company~~Financial ~~may~~Services ~~issue~~ and ~~sell~~Markets Act ~~common stock, from time to time over a certain period~~ of ~~time~~2000, ator ~~future~~the ~~determined~~FSMA) ~~prices~~as ~~based~~received onin ~~the market~~connection ~~prices~~with of the ~~common~~issue ~~stock~~or atsale ~~the time~~ of ~~each~~our ~~such~~Common ~~issuance~~Stock ~~and~~in ~~sale,~~circumstances ~~until~~in ~~the~~which ~~later~~Section of 21(i1) ~~June 23, 2027, being the 24-month~~ ~~anniversary~~ of the ~~date~~FSMA ofdoes ~~the~~not ~~Purchase~~apply ~~Agreement~~to ~~and~~us. ~~(ii)~~All ~~the~~applicable ~~24-month~~provisions ~~anniversary~~ of the ~~Commencement~~FSMA ~~Date.~~will ~~The~~be ~~foregoing~~complied ~~prohibition is~~with ~~subject~~in respect to ~~certain~~anything ~~exceptions,~~done ~~including that we may issue shares of common stock~~ in ~~an “at-the-market offering” under~~relation ~~Rule~~to ~~415(a)(4)~~our ~~under~~Common ~~the~~Stock ~~Securities~~in, ~~Act~~from ~~exclusively through one~~ or ~~more~~otherwise ~~registered~~involving ~~broker-dealer(s)~~the ~~acting~~United ~~as our agent(s) pursuant to a written agreement between us and such registered broker-dealer(s)~~Kingdom.

~~Effect of Performance of the Purchase Agreement on Our Stockholders~~Australia

~~All~~This ~~shares~~Prospectus is not a disclosure document under Chapter 6D of ~~our~~the ~~common~~Australian ~~stock~~Corporations ~~being~~Act, ~~registered~~has ~~for~~not ~~resale~~been ~~hereunder~~lodged ~~which~~with ~~may~~the beAustralian Securities ~~issued~~and orInvestments ~~sold~~Commission byand usdoes not purport to ~~Lincoln~~include ~~Park~~the information required of a disclosure document under Chapter 6D of the ~~Purchase~~Australian Corporations Act. Accordingly, (i) the offer of the securities under this Prospectus is only made to persons to ~~Agreement~~whom ~~are~~it ~~expected~~is lawful to beoffer ~~freely~~the ~~tradable.~~securities Itwithout isdisclosure ~~anticipated~~under ~~that~~Chapter ~~shares~~6D ~~registered~~of the Australian Corporations Act under one or more exemptions set out in section 708 of the Australian Corporations Act, (ii) this ~~offering~~Prospectus ~~will~~is bemade ~~sold~~available ~~from~~in ~~time~~Australia only to ~~time~~those persons ~~over~~as set forth in clause (i) above, and (iii) the offeree must be sent a ~~period~~notice ofstating upin tosubstance 24that ~~months~~by ~~commencing~~accepting onthis offer, the offeree ~~date~~represents that the ~~registration~~offeree ~~statement~~is such a person as set forth in clause (i) above, and, unless permitted under the Australian Corporations Act, agrees not to sell or offer for sale within Australia any of ~~which~~the ~~this~~securities ~~prospectus~~sold ~~forms~~to athe ~~part~~offeree ~~becomes~~within 12 months after its transfer ~~effective~~to the offeree under this Prospectus.

Pursuant to the Purchase Agreement, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to Lincoln Park. Sales of our common stock, if any, to Lincoln Park under the Purchase Agreement will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Lincoln Park all, some, or none of the shares of our common stock that may be available for us to sell to Lincoln Park pursuant to the Purchase Agreement. Because the purchase price per share to be paid by Lincoln Park for the shares of common stock that we may elect to sell to Lincoln Park under the Purchase Agreement, if any, will fluctuate based on the market prices of our common stock at the time we elect to sell shares to Lincoln Park pursuant to the Purchase Agreement, if any, it is not possible for us to predict, as of the date of this prospectus and prior to any such sales, the number of shares of common stock that we will sell to Lincoln Park under the Purchase Agreement, the purchase price per share that Lincoln Park will pay for shares purchased from us under the Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchases by Lincoln Park under the Purchase Agreement.Canada

IfThe ~~and when we do elect to sell~~ shares of ~~our~~Common ~~common~~Stock ~~stock~~may tobe ~~Lincoln~~sold ~~Park~~only ~~pursuant~~ to ~~the~~purchasers ~~Purchase Agreement~~purchasing, ~~after~~or ~~Lincoln~~deemed ~~Park~~to ~~has~~be ~~acquired such shares~~purchasing, ~~Lincoln~~as ~~Park~~principal ~~may~~that ~~resell~~are ~~all,~~accredited ~~some~~investors, as ordefined ~~none~~in ofNational ~~such~~Instrument ~~shares~~45-106 atProspectus ~~any~~Exemptions ~~time~~ or ~~from~~subsection ~~time~~73.3(1) toof ~~time~~the inSecurities ~~its~~Act ~~discretion~~(Ontario), and atare ~~different~~permitted ~~prices. As a result~~clients, ~~investors~~as ~~who~~defined ~~purchase shares from Lincoln Park~~ in ~~this~~National ~~offering~~Instrument at31-103 ~~different~~Registration ~~times will likely pay different prices for those shares~~Requirements, ~~and~~Exemptions ~~so may experience different levels of dilution~~ and inOngoing ~~some~~Registrant ~~cases~~Obligations. ~~substantial~~Any ~~dilution and different outcomes in~~resale ~~their~~of ~~investment~~the ~~results.~~securities ~~Investors~~must ~~may~~be ~~experience~~made ~~a decline~~ in ~~the~~accordance ~~value~~with ofan ~~the~~exemption ~~shares they purchase~~ from, ~~Lincoln~~or ~~Park~~ in ~~this offering as~~ a ~~result~~transaction ofnot ~~future~~subject ~~sales made by us~~ to, ~~Lincoln Park at prices lower than~~ the ~~prices~~prospectus ~~such~~requirements of ~~investors~~applicable ~~paid~~securities ~~for their shares in this offering~~laws.

~~Moreover,~~Securities ~~although~~legislation ~~the Purchase Agreement provides that we may,~~ in ~~our~~certain ~~discretion,~~provinces ~~from~~or ~~time~~territories ~~to time after the date~~ of ~~this~~Canada ~~prospectus~~may ~~and~~provide ~~during the~~a ~~term~~purchaser ofwith ~~the~~remedies ~~Purchase~~for ~~Agreement,~~rescission ~~direct Lincoln Park to purchase shares of our common stock from us in one~~ or ~~more~~damages ~~purchases~~if ~~under the~~this ~~Purchase Agreement, for a maximum aggregate purchase price of up to $20.0 million, only 7,000,000 shares of common~~Prospectus ~~stock~~ (~~882,145~~including ofany ~~which~~amendment ~~represent the Commitment Shares that have been issued by us to Lincoln Park on June 23, 2025, for which we will receive no cash proceeds~~thereto) ~~are~~contains ~~being registered for resale under the registration statement of which this prospectus forms~~ a ~~part. Therefore~~misrepresentation, ~~only~~ ~~6,117,855~~provided ~~of such shares of common stock represent shares~~ that wethe ~~may~~remedies ~~issue~~for ~~and~~rescission ~~sell~~or todamages ~~Lincoln~~are ~~Park~~exercised ~~for cash consideration~~by inthe ~~purchases~~purchaser ~~under~~within the ~~Purchase Agreement from~~ time tolimit ~~time,~~prescribed atby ~~our~~the ~~sole~~securities ~~discretion,~~legislation ~~during~~of the ~~24-month~~purchaser’s ~~period~~province ~~commencing~~or onterritory. ~~the~~The ~~Commencement~~purchaser ~~Date.~~should Ifrefer ~~after the Commencement Date we elect~~ to ~~sell~~any toapplicable ~~the~~provisions ~~selling stockholder all~~ of the ~~6,117,855~~securities ~~shares~~legislation of ~~common~~the ~~stock~~purchaser’s ~~being registered~~province ~~for~~or ~~resale~~territory ~~under this prospectus that are available~~ for ~~sale by us to the selling stockholder in purchases under the Purchase~~particulars ~~Agreement, depending on the market prices~~ of ~~our~~these ~~common~~rights ~~stock~~or atconsult ~~the~~with ~~time~~a oflegal ~~such sales, the actual gross proceeds from the sale of all such shares may be substantially less than the $20~~advisor.~~0 million total purchase commitment available to us under the Purchase Agreement, which could materially adversely affect our liquidity.~~

~~Under Nasdaq rules, we cannot issue shares in~~Pursuant ~~excess of the Exchange Cap unless we obtain stockholder approval or the average sale price~~ to ~~Lincoln~~section ~~Park meets or exceeds the Base Price~~3A.3 ~~We obtained approval from our Majority Stockholder by written consent on July 8, 2025, to issue shares in excess~~ of ~~the Exchange~~National ~~Cap.~~Instrument An33-105 ~~Information~~Underwriting ~~Statement regarding this approval was filed with the SEC and will be mailed to stockholders of record as of July 8~~Conflicts, ~~2025, on~~ or ~~before~~NI ~~July 23~~33-105, ~~2025. As a result, effective 20 days after mailing~~ the ~~Information~~Underwriter ~~Statement,~~is onnot ~~August~~required ~~12, 2025, the Exchange Cap will no longer restrict our ability~~ to ~~issue~~comply ~~shares~~with ~~to Lincoln Park under~~ the ~~Purchase Agreement. The Purchase Agreement also~~ ~~prohibits~~disclosure ~~the~~requirements ~~Company~~of ~~from~~NI ~~directing~~33-105 ~~Lincoln~~regarding ~~Park~~underwriter toconflicts ~~purchase any shares~~ of ~~common~~interest ~~stock that would result~~ in ~~Lincoln~~connection ~~Park’s beneficial~~with ~~ownership~~this ~~of our common stock exceeding the Beneficial Ownership Limitation of 4~~offering.~~99% of the outstanding shares of our common stock.~~

The number of shares of common stock ultimately resold by Lincoln Park through this prospectus is dependent upon the total number of shares of common stock, if any, we elect to issue and sell to Lincoln Park under the Purchase Agreement from and after the Commencement Date and during the term of the Purchase Agreement. Issuances of our common stock to Lincoln Park under the Purchase Agreement will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuance. Although the number of shares of our common stock that our existing stockholders own will not decrease, the shares of our common stock owned by our existing stockholders will represent a smaller percentage of our total outstanding shares of our common stock after any such issuance of shares of our common stock to Lincoln Park under the Purchase Agreement.Listing

WeOur ~~have~~Common ~~filed~~Stock ~~the~~is ~~registration~~listed ~~statement~~on ~~of which this prospectus forms a part so that we may issue to Lincoln Park up to 6,117,855 shares of our common stock from time to time from and after~~ the ~~date~~Nasdaq ~~of this prospectus through sales~~ under the ~~Purchase~~symbol ~~Agreement~~“XHLD. The following table sets forth the amount of gross proceeds we may receive from Lincoln Park from our sale of up to 6,117,855 shares of our common stock that we may issue and sell to Lincoln Park in the future under the Purchase Agreement assuming that all such common stock is sold at varying purchase prices designated below:”

Assumed Average Purchase Price Per Share			Number of shares to be Issued if Full Purchase(1)		Percentage of Outstanding Shares of Common Stock After Giving Effect to the Sales to Lincoln Park(2)			Gross Proceeds from the Future Sale of Shares to Lincoln Park Under the Purchase Agreement(1)
$	0.25			6,117,855		17	%	$	1,529,464
$	0.3512	(3)		6,117,855		17	%	$	2,148,591
$	1.00			6,117,855		17	%	$	6,117,855
$	1.50			6,117,855		17	%	$	9,176,783
$	2.00			6,117,855		17	%	$	12,235,710

(1) Although the Purchase Agreement provides that we may sell up to $20.0 million of our common stock to Lincoln Park, we are only registering 7,000,000 shares of our common stock (882,145 of which represent the Commitment Shares that have been issued by us to Lincoln Park on June 23, 2025, for which we will receive no cash proceeds) are being registered for resale under the registration statement of which this prospectus forms a part. Therefore, only 6,117,855 of such shares of common stock represent shares that we may issue and sell to Lincoln Park for cash consideration in purchases under the Purchase Agreement, which may or may not cover all the shares of our common stock we ultimately sell to Lincoln Park under the Purchase Agreement, depending on the purchase price per share.

(2) The denominator is based on 35,117,037 shares of our common stock outstanding as of July 15, 2025, adjusted to include the number of shares set forth in the adjacent column which we would have sold to Lincoln Park, assuming the purchase price in the adjacent column. The numerator is based on the number of shares issuable under the Purchase Agreement at the corresponding assumed purchase price set forth in the adjacent column, without giving effect to the Beneficial Ownership Limitation or the Exchange Cap (which, because we obtained written consent from our Majority Stockholder, on August 12, 2025, will no longer restrict our ability to sell or issue shares to Lincoln Park under the Purchase Agreement).

(3) The closing sale price per share of our common stock on July 15, 2025.

~~USE~~MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF ~~PROCEEDS~~OUR COMMON STOCK

WeThe ~~will~~following summary describes certain material U.S. federal income tax consequences of the acquisition, ownership and disposition of our Common Stock acquired in this offering by Non-U.S. Holders (as defined below). This discussion is not ~~receive~~a ~~any~~complete analysis of all potential U.S. federal income tax consequences relating thereto, and does not deal with foreign, state and local consequences that may be relevant to Non-U.S. Holders in light of their particular circumstances, nor does it address the ~~proceeds~~effect ~~from~~of alternative minimum tax, federal Medicare contribution tax on net investment income, or special tax accounting rules under Section 451(b) of the ~~sale~~Internal Revenue Code of ~~any~~1986, ~~common~~as amended (the “Code”), the rules regarding qualified small business stock bywithin the ~~Selling~~meaning ~~Stockholder~~of ~~offered~~Section 1202 of the Code, or U.S. federal tax consequences (such as gift and estate taxes) other than income taxes. Special rules different from those described below may apply to certain Non-U.S. Holders that are subject to special treatment under ~~this~~the ~~prospectus~~Code, ~~but~~such as financial weinstitutions, ~~will~~insurance ~~bear~~companies, tax-exempt organizations ~~all~~(including ~~fees~~private foundations) and ~~expenses~~tax-qualified ~~incident~~retirement plans, non-U.S. governments and international organizations, broker-dealers and traders in securities, U.S. expatriates, “controlled foreign corporations,” “passive foreign investment companies,” corporations that accumulate earnings to avoid U.S. federal income tax, persons that hold our ~~obligation~~Common toStock ~~register~~as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or integrated investment or other risk reduction strategy, persons who acquire our Common Stock through the ~~shares~~exercise of ~~common~~an ~~stock~~option ~~being~~or ~~offered~~otherwise ~~for~~as ~~resale~~compensation, ~~hereunder~~persons subject to the alternative minimum tax or federal Medicare contribution tax on net investment income, “qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds, partnerships and other pass-through entities or arrangements, and investors in such pass-through entities or arrangements. Such Non-U.S. Holders are urged to consult their tax advisors to determine the ~~Selling~~U.S. ~~Stockholder~~federal, state, local and other tax consequences that may be relevant to them. Furthermore, the discussion below is based upon the provisions of the Code, and U.S. Treasury Regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked or modified, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those discussed below. We have not requested a ruling from the U.S. Internal Revenue Service (the “IRS”) with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions. This discussion assumes that the Non-U.S. Holder holds our Common Stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment).

WeThis ~~may~~discussion ~~receive~~is upfor toinformational ~~$20.0~~purposes ~~million~~only inand ~~aggregate~~is ~~gross~~not ~~proceeds~~tax ~~under~~advice. ~~the~~Persons ~~Purchase~~considering ~~Agreement~~the ~~from~~purchase ~~any~~of ~~sales~~our weCommon ~~make~~Stock ~~to the Selling Stockholder~~ pursuant to this ~~the~~offering ~~Purchase~~should ~~Agreement.~~consult ~~The~~their ~~net~~tax ~~proceeds,~~advisors ifconcerning ~~any, under~~ the ~~Purchase~~U.S. ~~Agreement~~federal income, ~~will~~estate ~~depend~~and onother ~~the~~tax ~~frequency~~consequences ~~and~~of ~~prices~~acquiring, atowning ~~which~~and wedisposing ~~sell shares~~ of ~~common~~our ~~stock~~Common toStock ~~the~~in ~~Selling~~light ~~Stockholder after the date~~ of ~~this~~their ~~prospectus.~~particular ~~Because~~situations weas ~~are~~well ~~not~~as ~~obligated to sell~~ any ~~shares~~consequences ofarising ~~our common stock~~ under the ~~Purchase~~laws ~~Agreement,~~of ~~other~~any ~~than the Commitment Shares, the actual total offering amount and proceeds~~other totaxing usjurisdiction, ifincluding any state, ~~are~~local ~~not~~or ~~determinable~~foreign attax ~~this time~~consequences. ~~See the section titled “Plan of Distribution” elsewhere in this prospectus for more information.~~

WeFor ~~expect~~the topurposes ~~use~~of ~~any~~this ~~proceeds~~discussion, ~~that~~a “Non-U.S. Holder” weis, ~~receive under the Purchase Agreement~~ for ~~(i)~~U.S. ~~developing~~federal ~~the~~income ~~next~~tax ~~generation~~purposes, ofa ~~our~~beneficial ~~technology platform;~~owner ~~(ii)~~of ~~potential~~Common ~~future~~Stock ~~acquisitions,~~that ~~although~~is asneither ofa ~~the~~U.S. ~~date of this prospectus~~Holder, wenor ~~have~~a nopartnership ~~commitments~~(or ~~with~~other ~~respect~~entity toor ~~any~~arrangement ~~acquisitions; and~~treated ~~(ii)~~as ~~working~~a ~~capital~~partnership ~~and~~for ~~general corporate purposes~~U.S. ~~The foregoing represents our intentions, based on our present plans and business~~federal ~~conditions,~~income totax ~~use~~purposes ~~and~~regardless ~~allocate~~of ~~any~~its ~~proceeds~~place weof ~~may~~organization ~~receive~~or ~~under~~formation). ~~the~~A ~~Purchase~~“U.S. ~~Agreement~~Holder” asmeans ofa ~~the~~beneficial ~~date~~owner of ~~this prospectus. Our management,~~Common ~~however,~~Stock ~~will~~that ~~have~~is ~~significant~~for ~~flexibility~~U.S. ~~and~~federal ~~discretion~~income intax ~~how~~purposes itany ~~will~~of ~~apply~~the ~~such proceeds.~~following:

●

an individual who is a citizen or resident of the United States;

●

a corporation or other entity treated as a corporation for U.S. federal income tax purposes created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

●

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

●

a trust if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

~~DILUTION~~Distributions

~~The~~Distributions, ~~sale~~if any, made on our Common Stock to a Non-U.S. Holder to the extent made out of our ~~common~~current ~~stock~~or accumulated earnings and profits (as determined under U.S. federal income tax principles) generally will constitute dividends for U.S. tax purposes and will be subject to ~~Lincoln~~withholding ~~Park~~tax ~~pursuant~~at a 30% rate or such lower rate as may be specified by an applicable income tax treaty, subject to the ~~Purchase~~discussions below ~~Agreement~~regarding ~~will~~effectively ~~have~~connected aincome, ~~dilutive~~backup ~~impact~~withholding onand ~~our~~foreign ~~stockholders~~accounts. InTo ~~addition~~obtain a reduced rate of withholding under a treaty, a Non-U.S. Holder generally will be required to provide us or the applicable withholding agent with a properly executed IRS Form W-8BEN (in the ~~lower~~case ~~our~~of ~~stock~~individuals) ~~price~~or isIRS atForm W-8BEN-E (in the ~~time~~case weof ~~exercise~~entities), ~~our~~or ~~right~~other appropriate form, certifying the Non-U.S. Holder’s entitlement to ~~sell~~benefits ~~shares~~under that treaty. This certification must be provided prior to ~~Lincoln~~the ~~Park~~payment of dividends and must be updated periodically. In the case of a Non-U.S. Holder that is an entity, U.S. Treasury Regulations and the ~~more~~relevant ~~shares~~tax treaty provide rules to determine whether, for purposes of ~~our~~determining ~~common~~the applicability of a tax treaty, dividends will be treated as paid to the entity or to those holding an interest in that entity. Non-U.S. holders are urged to consult their own tax advisors regarding their entitlement to benefits under a relevant income tax treaty. If a Non-U.S. Holder holds stock wethrough a financial institution or other agent acting on the Non-U.S. Holder’s behalf, the Non-U.S. Holder will ~~have~~be required to ~~issue~~provide appropriate documentation to ~~Lincoln~~such ~~Park~~agent. ~~pursuant~~The Non-U.S. Holder’s agent generally will then be required to provide certification to us or the ~~Purchase~~applicable ~~Agreement~~withholding agent, either directly or through other intermediaries. If a Non-U.S. Holder is eligible for a reduced rate of U.S. federal withholding tax under an income tax treaty and ~~our~~does ~~existing~~not ~~stockholders~~timely ~~would~~file ~~experience~~the ~~greater~~required ~~dilution~~certification, the Non-U.S. Holder may be able to obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund with the IRS.

~~After~~We ~~giving~~generally ~~effect~~are not required to ~~the~~withhold ~~assumed~~tax ~~sale~~on ofdividends ~~6,117,855~~paid ~~shares~~to ofa Non-U.S. Holder ~~our~~that ~~common~~are ~~stock~~effectively toconnected ~~Lincoln~~with ~~Park~~the Non-U.S. Holder’s conduct ~~pursuant~~of toa trade or business within the ~~Purchase~~United ~~Agreement~~States at(and, if required by an ~~assumed~~applicable income tax treaty, are attributable to a permanent ~~sale~~establishment ~~price~~or offixed $0base that such Non-U.~~3512~~S. Holder ~~per~~maintains ~~share~~in ofthe ~~our~~United ~~common~~States) ~~stock~~if ~~(which~~a ~~represents~~properly executed IRS Form W-8ECI, stating that the ~~closing~~dividends ~~price~~are ofso ~~our~~connected, ~~common~~is ~~stock~~furnished onto ~~July~~us 15or the applicable withholding agent (or, ~~2025)~~if ~~and~~stock ~~after~~is held through a financial ~~deducting~~institution ~~estimated~~or ~~offering~~other ~~expenses~~agent, ~~payable~~to bysuch usagent). In general, ~~our~~such ~~as-adjusted~~effectively ~~net~~connected ~~tangible~~dividends ~~book~~will ~~value~~be assubject ofto ~~March~~U.S. 31federal income tax, on ~~2025~~a net-income basis ~~would~~at ~~have~~the ~~been~~regular ~~approximately $3.0~~rates ~~million,~~applicable orto $0U.07S. ~~per~~persons. ~~share~~A corporate Non-U.S. Holder ~~This~~receiving ~~represents~~effectively connected dividends may also be subject to an ~~immediate~~additional ~~increase~~“branch inprofits ~~net~~tax,” ~~tangible~~which ~~book~~is ~~value~~imposed ofat ~~$0.04~~a ~~per~~rate ~~share~~of to30% (or such ~~existing~~lower ~~stockholders~~rate ~~and~~as may be specified by an ~~immediate~~applicable ~~dilution~~income oftax $0treaty) on the corporate Non-U.28S. Holder’s ~~per~~effectively ~~share~~connected earnings and profits, subject to ~~new~~certain ~~investors~~adjustments. Non-U.S. Holders ~~The~~should ~~table~~consult ~~below~~their ~~illustrates~~tax ~~this~~advisors ~~per~~regarding ~~share~~any ~~dilution:~~applicable income tax treaties that may provide for different rules.

Assumed offering price per share(1)	$	0.3512
Historical net tangible book value per share as of March 31, 2025	$	0.03
Increase per share attributable to this offering	$	0.04
As adjusted net tangible book value per share after this offering	$	0.07
Dilution per share to new investors	$	0.28

To the extent distributions on our Common Stock, if any, exceed our current and accumulated earnings and profits, they will first reduce the Non-U.S. Holder’s adjusted basis in our Common Stock, but not below zero, and then will be treated as gain to the extent of any excess amount distributed, and taxed in the same manner as gain realized from a sale or other disposition of Common Stock as described in the next section.

~~(1) Under Nasdaq rules, we cannot issue shares in excess~~Gain of the Exchange Cap unless we obtain stockholder approval or the average sale price to Lincoln Park meets or exceeds the Base Price. We obtained approval from our Majority Stockholder by written consent on ~~July~~Disposition ~~8, 2025, to issue shares in excess~~ of ~~the~~Our ~~Exchange~~Common Cap. As a result, effective 20 days after mailing the Information Statement, on August 12, 2025, the Exchange Cap will no longer restrict our ability to issue shares to Lincoln Park under the Purchase Agreement. The Purchase Agreement also prohibits the Company from directing Lincoln Park to purchase any shares of common stock that would result in Lincoln Park’s beneficial ownership of our common stock exceeding the Beneficial Ownership Limitation of 4.99% of the outstanding shares of our common stock.Stock

~~The~~Subject ~~number~~to the discussions below regarding backup withholding and foreign accounts, a Non-U.S. Holder generally will not be subject to U.S. federal income tax with respect to gain realized on a sale or other disposition of ~~shares~~our Common Stock unless (a) the gain is effectively connected with a trade or business of ~~common~~such Non-U.S. Holder ~~stock~~in the United States (and, if required by an applicable income tax treaty, is attributable to bea ~~outstanding~~permanent ~~immediately~~establishment ~~after~~or ~~this~~fixed ~~offering~~base that such holder maintains in the ~~table~~United ~~above~~States), (b) the Non-U.S. Holder is ~~based~~a onnonresident ~~35,117,037~~alien ~~shares~~individual and is present in the United States for 183 or more days in the taxable year of the disposition and ~~outstanding~~certain asother conditions are met or (c) we are or have been a “United States real property holding corporation” within the meaning of ~~July~~Code 15Section 897(c)(2) at any time within the shorter of the five-year period preceding such disposition or such Non-U.S. Holder holding period. In general, ~~2025~~we would be a United States real property holding corporation if our interests in U.S. real estate comprise (by fair market value) at least half of our business assets.

A Non-U.S. Holder described in (a) above will be required to pay tax on the net gain derived from the sale at regular U.S. federal income tax rates and, if any such Non-U.S. Holder is a foreign corporation, an additional branch profits tax at a 30% rate, or such lower rate as may be specified by an applicable income tax treaty, may also apply. Gain described in (b) above will be subject to U.S. federal income tax at a flat 30% rate or such lower rate as may be specified by an applicable income tax treaty, which gain may be offset by certain U.S.-source capital losses (even though the Non-U.S. Holder is not considered a resident of the United States), provided that the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses. With respect to (c) above, in general, we would be a United States real property holding corporation if United States real property interests (as defined in the Code and the Treasury Regulations) comprised (by fair market value) at least half of our assets. We believe that we are not, and do not anticipate becoming, a United States real property holding corporation. However, there can be no assurance that we will not become a United States real property holding corporation in the future. Even if we are treated as a United States real property holding corporation, gain realized by a Non-U.S. Holder on a disposition of our Common Stock will not be subject to U.S. federal income tax so long as (1) the Non-U.S. Holder owned, directly, indirectly, or constructively, no more than five percent of our Common Stock at all times within the shorter of (i) the five-year period preceding the disposition or (ii) the holder’s holding period and (2) our Common Stock is regularly traded on an established securities market. There can be no assurance that our Common Stock will qualify as regularly traded on an established securities market.

~~DESCRIPTION~~Information OFReporting ~~CAPITAL~~Requirements ~~STOCK~~and Backup Withholding

~~The~~Generally, ~~following~~we ~~description~~must ofreport ~~our~~information ~~common~~to ~~stock~~the ~~and~~IRS ~~provisions~~with ofrespect to any dividends we pay on our ~~articles~~Common ofStock ~~incorporation~~(even if the payments are exempt from withholding), ~~bylaws~~including the amount of any such dividends, the name and address of the ~~Nevada~~recipient ~~Revised~~and ~~Statutes~~the amount, ~~are~~if any, of tax withheld. ~~summaries~~A ~~and~~similar ~~are~~report ~~qualified~~is insent ~~their~~to ~~entirety~~the Non-U.S. Holder byto ~~reference~~whom any such dividends are paid. Pursuant to ~~our~~tax ~~articles~~treaties ofor ~~incorporation~~certain ~~and~~other agreements, ~~bylaws~~the ~~and~~IRS bymay make its reports available to tax authorities in the ~~Nevada~~recipient’s ~~Revised~~country ~~Statutes~~of residence.

~~General~~Dividends paid by us (or our paying agents) to a Non-U.S. Holder may also be subject to U.S. backup withholding (currently at a rate of 24%). U.S. backup withholding generally will not apply to a Non-U.S. Holder who provides a properly executed IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-8ECI (as applicable), or otherwise establishes an exemption. Notwithstanding the foregoing, backup withholding may apply if the payer has actual knowledge, or reason to know, that the holder is a U.S. person who is not an exempt recipient.

~~Our~~U.S. ~~authorized~~information ~~capital~~reporting ~~stock~~and, ~~consists~~subject to satisfaction of ~~250~~the above requirements for establishing an exemption,~~000,000~~ ~~shares~~backup withholding requirements generally will apply to the proceeds of ~~common~~a ~~stock,~~disposition ~~par~~of ~~value~~our $0Common Stock effected by or through a U.~~0001~~S. ~~per~~office ~~share~~of any broker, ofU.S. ~~which~~or foreign. 35Generally,~~117,037~~ ~~shares~~U.S. information reporting and backup withholding requirements will not apply to a payment of disposition proceeds ~~common~~to ~~stock~~a Non-U.S. Holder ~~are~~where ~~issued~~the ~~and~~transaction ~~outstanding;~~is effected outside the United States through a non-U.S. office of a non-U.S. broker. Information reporting and 1backup withholding requirements may,~~000~~ however,~~000~~ ~~shares~~apply to a payment of ~~preferred~~disposition ~~stock~~proceeds if the broker has actual knowledge, ~~par~~or ~~value~~reason ~~$0.0001~~to ~~per~~know, ~~share~~that the holder is, ~~none~~in offact, ~~which~~a ~~are~~U.S. ~~issued~~person. For information reporting purposes, certain brokers ~~and~~with ~~outstanding~~substantial U.S. ownership or operations will generally be treated in a manner similar to U.S. brokers.

~~Common~~Backup ~~Stock~~withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be credited against the tax liability of persons subject to backup withholding, provided that the required information is timely furnished to the IRS.

~~Holders~~Foreign of common stock are entitled to one (1) vote per share in voting or consenting to the election of directors and for all other corporate purposes for which they are entitled to vote. Our common stockholders are not entitled to cumulative voting for election of our board of directors or on any other matter.Accounts

~~Subject~~Sections to1471 through 1474 of the ~~express~~Code ~~terms~~(commonly ofreferred ~~any~~to ~~outstanding~~as ~~preferred~~FATCA) ~~stock,~~impose ~~dividends~~a ~~may~~U.S. befederal ~~paid~~withholding tax of 30% on ~~our~~certain ~~common~~payments ~~stock~~made ~~from~~to a ~~funds~~foreign offinancial ~~the~~institution ~~Company~~(as ~~legally available~~specifically ~~therefor,~~defined ~~upon~~by applicable rules) unless such institution enters into an agreement with the U.S. ~~terms,~~government to withhold on certain payments and ~~subject~~to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such ~~limitations~~institution (which includes certain equity holders of such institution, as ~~the~~well ~~board~~as ofcertain ~~directors~~account ~~may~~holders that ~~determine~~are foreign entities with U.S. ~~The~~owners). ~~declaration~~FATCA also generally imposes a federal withholding tax of ~~any~~30% on certain payments to a non-financial foreign ~~future~~entity ~~cash~~unless ~~dividends~~such isentity atprovides the ~~discretion~~withholding ofagent ~~our~~with ~~board~~either ofa ~~directors~~certification ~~and~~that ~~depends~~it ~~upon~~does ~~our~~not ~~operational~~have ~~results,~~any ~~financial~~substantial ~~condition,~~direct ~~capital~~or ~~requirements,~~indirect ~~business~~U.S. ~~projections,~~owners ~~general~~or ~~business~~provides ~~conditions,~~information ~~statutory~~regarding substantial direct and ~~regulatory~~indirect ~~restrictions,~~U.S. owners of the entity. An intergovernmental agreement between the United States and ~~any~~an ~~other~~applicable ~~factors~~foreign ~~deemed~~country may modify those requirements. The withholding tax described above ~~appropriate~~will bynot ~~our~~apply ~~board~~if ofthe ~~directors~~foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from the rules.

~~Subject~~The towithholding ~~the~~provisions ~~express~~described ~~terms~~above ofcurrently ~~any~~apply ~~outstanding~~to ~~preferred~~payments ~~stock,~~of individends ~~the~~on ~~event~~our ofCommon aStock, ~~liquidation~~and, ofsubject ~~the~~to ~~corporation,~~ the ~~holders~~proposed ofTreasury Regulations ~~common~~described ~~stock shall~~below, bewill ~~entitled~~apply to ~~share~~payments ~~in the distribution~~ of ~~any~~gross ~~remaining~~proceeds ~~assets~~from ~~available~~a ~~for~~sale ~~distribution~~or toother ~~the~~disposition ~~holders~~ of ~~common~~Common ~~stock~~Stock.

~~Preferred~~The U.S. Treasury Department released proposed regulations which, if finalized in their present form, would eliminate the federal withholding tax of 30% applicable to the gross proceeds of a disposition of our Common Stock. In its preamble to such proposed regulations, the U.S. Treasury Department stated that taxpayers may generally rely on the proposed regulations until final regulations are issued. Non-U.S. Holders are encouraged to consult with their tax advisors regarding the possible implications of FATCA on their investment in our Common Stock.

~~The~~THE ~~board~~PRECEDING ofDISCUSSION ~~directors~~OF isMATERIAL ~~expressly~~U.S. ~~authorized,~~FEDERAL ~~subject~~INCOME toTAX ~~limitations~~CONSIDERATIONS ~~prescribed~~IS byFOR ~~law,~~GENERAL byINFORMATION ~~resolution~~ONLY. orIT ~~resolutions~~IS ~~and~~NOT byTAX ~~filing~~ADVICE. aEACH ~~certificate~~PROSPECTIVE ~~pursuant~~INVESTOR toSHOULD ~~the~~CONSULT ~~applicable~~ITS ~~law~~OWN ofTAX ~~the~~ADVISOR ~~State~~REGARDING ofTHE ~~Nevada,~~U.S. ~~to provide~~FEDERAL, ~~out~~STATE ofAND ~~the~~LOCAL ~~unissued~~AND ~~shares~~NON-U.S. ofTAX ~~preferred~~CONSEQUENCES ~~stock,~~OF ~~for series of preferred stock~~PURCHASING, HOLDING ~~and~~AND toDISPOSING ~~establish~~OF ~~from~~OUR ~~time~~COMMON toSTOCK ~~time~~IN ~~the~~LIGHT ~~number~~OF ofTHEIR ~~shares~~PARTICULAR toSITUATIONS, beINCLUDING ~~included~~THE inCONSEQUENCES ~~each~~OF ~~such~~ANY ~~series,~~RECENT ~~and~~OR ~~to fix the designation, powers,~~PROPOSED ~~preferences~~CHANGE ~~and~~IN ~~rights~~APPLICABLE ofLAW ~~the~~AND ~~shares~~THE ofPOSSIBLE ~~each~~APPLICATION ~~such~~OF ~~series~~TAX ~~and the qualifications, limitations or restrictions thereof~~TREATIES.

Warrants and Options

We issued a warrant to purchase common stock to Spirit Advisors, LLC (“Spirit Advisors”), a Delaware limited liability company, as of February 12, 2024, in partial consideration for consulting services rendered to the Company in connection with our initial public offering which closed on February 18, 2025 (“IPO”). The warrant was exercisable in whole or in part and provided for cashless exercise and anti-dilution adjustments. On February 19, 2025, Spirit Advisors acquired 1,337,312 shares of the Company’s common stock through the cashless exercise in full of the warrant.

Stock Repurchase Program

On March 17, 2025, the Company’s board of directors authorized a share repurchase program under which the Company may repurchase up to $1.0 million of its outstanding shares of common stock. On June 26, 2025, the Company repurchased 18,550 shares of common stock.

Convertible Note

On March 25, 2024, Xyvid, Inc. (now known as TEN Events, Inc., our operating entity) entered into a certain Agreement for Loan Conditions with Naoaki Mashita, our Director and the chief executive officer of V-Cube, Inc., the Company’s controlling stockholder, pursuant to which loan agreement, Mr. Mashita agreed to provide a loan to Xyvid, Inc. in the principal amount of $317,000, bearing interest at an annual interest rate of 6.0%, with an original repayment date of December 31, 2024, and which loan agreement was assigned to and assumed by the Company on September 5, 2024, and the indebtedness thereunder was memorialized in a convertible promissory note delivered on such date with the same terms, and which convertible promissory note is convertible, in whole or in part, into shares of common stock of the Company prior to the maturity thereof. The conversion price of such convertible promissory note is at $0.46 per share of common stock. On December 23, 2024, we issued 689,130 shares of common stock to Mr. Mashita pursuant to the partial conversion of the convertible promissory note, as amended, in the outstanding principal amount of $317,000 held by Mr. Mashita. On the same date, the Company and Mr. Mashita agreed to extend the repayment date of December 31, 2024, relative to the outstanding interest component of such indebtedness as of such date, to March 31, 2025, pursuant to amendments to each of the Agreement for Loan Conditions and the convertible promissory note. The repayment date of the outstanding interest due on the convertible promissory note was further extended on March 19, 2025, to December 31, 2025, pursuant to amendments to each of the Agreement for Loan Conditions and the convertible promissory note.

Settlement Agreement and Stipulation

On April 23, 2025, the Company entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”) with Sunpeak Holdings Corporation (“SHC”), which became effective on April 30, 2025, to settle certain outstanding obligations owed by the Company. Pursuant to the Settlement Agreement, SHC agreed to purchase certain outstanding payables owed by the Company to designated creditors of the Company totaling approximately $4.91 million (the “Claims”) and agreed to exchange such Claims for a settlement amount payable in shares of common stock of the Company (the “Settlement Shares”). The Settlement Shares were priced at the closing price of the Company’s common stock on April 23, 2025, subject to adjustment pursuant to the terms of the Settlement Agreement. On April 30, 2025, SHC requested the issuance of 175,000 freely trading shares of common stock pursuant to Section 3(a)(10) of the Securities Act in accordance with the terms of the Settlement Agreement as a settlement fee (the “Settlement Fee Shares”) to SHC, and such shares were issued on May 9, 2025. On May 13, 2025, SHC requested the issuance of 1,372,000 shares of common stock to SHC, representing a settlement of $598,329.20, pursuant to the Settlement Agreement, and such shares were issued on May 14, 2025. On May 14, 2025, SHC requested the issuance of 1,458,000 shares of common stock to SHC, representing a settlement of $635,833.80, pursuant to the Settlement Agreement, and such shares were issued on May 15, 2025. On June 3, 2025, SHC requested the issuance of 690,000 shares of common stock to SHC, representing a settlement of $259,088.10, pursuant to the Settlement Agreement, and such shares were issued on June 4, 2025. On June 10, 2025, SHC requested the issuance of 707,000 shares of common stock to SHC, representing a settlement of $274,846.25, pursuant to the Settlement Agreement, and such shares were issued on June 11, 2025. On June 25, 2025, SHC requested the issuance of 1,158,000 shares of common stock to SHC, representing a settlement of $374,937.24, pursuant to the Settlement Agreement, and such shares were issued on June 25, 2025.

Among other things, in the event the Company’s market price decreases to or below $0.25 per share or if at any time the thirty-day average volume of the trading of the Company’s common stock drops to at or below 100,000 shares per day, then the Company will be deemed to be in default under the Settlement Agreement. SHC has agreed that it will not become the beneficial owner of more than 4.99% of common stock of the Company at any point in time. The Settlement Agreement and the issuance of the Settlement Shares were approved by the Circuit Court of the Twelfth Judicial Circuit in and for Manatee County, Florida, Civil Division (the “Court”), on April 30, 2025 (Case No. 2025 CA 000858). The Court entered an order confirming the fairness of the terms and conditions of the Settlement Agreement and the issuance of the Settlement Shares.

The issuance of the Settlement Shares and the Settlement Fee Shares is being made in reliance upon the exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended, which exempts from registration any securities issued in exchange for one or more outstanding securities, claims, or property interests where the terms and conditions of such issuance and exchange are approved by a court of competent jurisdiction after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange have the right to appear.

Securities Authorized for Issuance Under Equity Incentive Plan

On September 5, 2024, the Company’s board of directors adopted an equity incentive plan (the “Plan”) under which an aggregate of 10% of the Company’s authorized shares of common stock, which equals 12,500,000 shares of common stock, were reserved for issuance. On September 27, 2024, the Company’s board of directors and then sole stockholder approved the resolution to change the maximum number of shares of common stock of the Company reserved and available for granting awards under the Plan from 12,500,000 to 4,000,000. The Plan allows for the issuance of options, stock appreciation rights, restricted stock, restricted stock unit, performance award, dividend equivalent, and other stock-based award to selected employees, officers, directors, and consultants, for them to acquire a proprietary interest in the growth and performance of the Company. On October 10, 2024, the Company granted stock options to certain individuals who were the Company’s then directors and employees to purchase an aggregate of 2,640,250 shares of common stock at an exercise price of $0.46 per share. The options have a contractual term of ten years and vest upon the satisfaction of service conditions for Company employees and performance conditions for Company directors. Pursuant to the stock award agreements, an aggregate of 1,122,925 shares of common stock vested upon the completion of our IPO.

Reverse Stock Split

On October 9, 2024, the Company’s then sole director and majority stockholder approved a 2-for-1 reverse stock split, as a result of which the aggregated number of outstanding shares of common stock changed from 50,000,000 to 25,000,000.

Holders of Record

As of July 15, 2025, we had 35,117,037 shares of common stock issued and outstanding held by four stockholders of record, not including beneficial holders whose shares are held in names other than their own.

Anti-Takeover Effects of Various Provisions of Nevada Law

Provisions of the Nevada Revised Statutes, our articles of incorporation, as amended, and our bylaws, as amended, could make it more difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, which are summarized below, may have the effect of discouraging takeover bids.

Transactions with Interested Stockholders. The Nevada Revised Statutes prohibits a publicly traded Nevada corporation from engaging in any business combination with an interested stockholder for a period of two (2) years following the date that the stockholder became an interested stockholder unless the business combination meets all of the requirements of the corporation’s articles of incorporation as well as certain statutory requirements.

Resistance to a Change or Potential Change in Control. The Nevada Revised Statutes provide that directors may resist a change or potential change in control of the corporation if the board of directors determines that the change or potential change is opposed to or not in the best interest of the corporation upon consideration of any relevant facts, circumstances, contingencies, or constituencies.

Issuance of preferred stock. Our certificate of incorporation permits us to issue, without approval from our stockholders, a total of 1,000,000 shares of preferred stock, none of which are outstanding. Our board of directors can determine the designations, powers, preferences, and voting and other rights, and the qualifications, limitations, and restrictions granted to, or imposed upon, the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series. It is possible that our board of directors, in determining the rights, preferences and privileges to be granted when the preferred stock is issued, may include provisions that have the effect of delaying, deferring, or preventing a change in control.

Supermajority Requirements for Amendments of our Articles of Incorporation and Bylaws. The affirmative vote of holders of at least two-thirds of the voting power of the capital stock entitled to vote are required to amend or repeal certain provisions of our articles of incorporation, including Article VI (on election of directors), Article VII (on director’s breach of fiduciary duty and liability to the Company), Article VIII (on indemnification for the Company’s directors and officers), Article IX (on amendments of the bylaws), Article X (on amendments of the articles of incorporation), Article XI (on written consent of stockholders), Article XII (on special meetings of stockholders), Article XIII (on the forum for certain legal actions) and Article XIV (on restrictions on the amendments of the articles of incorporation), although any provisions of our articles of incorporation may be amended by our board of directors.

The affirmative vote of holders of at least two-thirds of the voting power of the capital stock entitled to vote are required to amend or repeal our bylaws, although our bylaws may be amended by the unanimous written consent of our board of directors.

Advance Notice Requirements for Stockholder Proposals and Director Nominations. Advance notice must be given for stockholders seeking to bring business before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders. The bylaws specify certain requirements regarding the form and content of a notice. These provisions may preclude our stockholders from bringing matters before the annual meeting of stockholders or from making nominations for directors at the annual meeting of stockholders. We expect that these provisions might also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

No Cumulative Voting for Common Stockholders. Our articles of incorporation provide that holders of our common stock are not entitled to the right to cumulate votes in the election of directors or on any other matter.

Stockholder Action; Special Meetings of Stockholders. Special meetings of our stockholders may be called only by our board of directors or by any officer instructed by the directors to call the meeting, thus prohibiting a stockholder from calling a special meeting. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders to take any action, including the removal of directors.

Choice of Forum. Our articles of incorporation provide that, to the fullest extent permitted by law, the Supreme Court of the State of Nevada will be the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim arising pursuant to the Nevada Revised Statutes, our articles of incorporation or our bylaws; or any action asserting a claim governed by the internal affairs doctrine.

The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes, which may discourage such lawsuits. We interpret the forum selection clauses in our articles of incorporation to be limited to specified actions and not to apply to actions arising under the Exchange Act or the Securities Act. Section 27 of the Exchange Act provides that, United States federal courts shall have jurisdiction over all suits and any action brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder and Section 22 of the Securities Act provides that, United States federal and state courts shall have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Limitations on Liability and Indemnification of Officers and Directors

The Nevada Revised Statutes limits or eliminates the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors.

The limitation of liability and indemnification provisions under the Nevada Revised Statutes and in our articles of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief, such as injunction or rescission, in the event of a breach of a director’s fiduciary duties. Moreover, the provisions do not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Stock Market Listing

Our common stock is listed on Nasdaq under the symbol “XHLD.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Inc.

SELLING STOCKHOLDER

This prospectus relates to the possible resale by the Selling Stockholder, Lincoln Park Capital Fund, LLC, of up to 7,000,000 shares of our common stock, consisting of: (i) 882,145 Commitment Shares that we issued to Lincoln Park as consideration for its commitment to purchase shares of our common stock under the Purchase Agreement and (ii) up to 6,117,855 shares of common stock that we have reserved for issuance and sale to Lincoln Park under the Purchase Agreement from time to time from and after the Commencement Date, if and when we determine to sell shares of our common stock to Lincoln Park under the Purchase Agreement.

Lincoln Park, as the selling stockholder, may, from time to time, offer and sell pursuant to this prospectus any or all of the shares of our common stock that we may issue to Lincoln Park from time to time at our discretion under the Purchase Agreement. The Selling Stockholder may sell some, all or none of its shares of our common stock. We do not know how long the Selling Stockholder will hold the shares of our common stock before selling them, and we currently have no agreements, arrangements or understandings with the selling stockholder regarding the sale of any of the shares of our common stock.

We are filing the registration statement of which this prospectus forms a part pursuant to the provisions of the Registration Rights Agreement, which we entered into with Lincoln Park on June 23, 2025 concurrently with our execution of the Purchase Agreement, in which we agreed to provide certain registration rights with respect to resales by Lincoln Park of the shares of our common stock that have been or may be issued to Lincoln Park under the Purchase Agreement. The selling stockholder may sell some, all, or none of the shares of common stock included in this prospectus. We do not know how long the selling stockholder will hold the shares of our common stock before selling them, and we currently have no agreements, arrangements, or understandings with the selling stockholder regarding the sale of any of the shares of common stock. See “Plan of Distribution.”

The table below sets forth, to our knowledge, information regarding the selling stockholder and the shares of our common stock that it may offer and sell from time to time under this prospectus. The table is prepared based on information supplied to us by the selling stockholder as of July 15, 2025. The percentages of shares of our common stock beneficially owned before and after the offering are based on 35,117,037 shares of common stock outstanding as of July 15, 2025, which includes the 882,145 Commitment Shares that we issued to Lincoln Park on June 23, 2025 following our execution of the Purchase Agreement on June 23, 2025.

Beneficial ownership is determined in accordance with Section 13(d) of the Exchange Act and Rule 13d-3 thereunder. Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares of common stock. The inclusion of any shares in this table does not constitute an admission of beneficial ownership for the person named below.

Throughout this prospectus, when we refer to the shares of common stock being offered for resale by the Selling Stockholder, we are referring to the shares of common stock that have been and may be issued and sold by us to Lincoln Park pursuant to the Purchase Agreement, unless otherwise indicated.

Name of Selling Stockholder	Number of Shares of Common Stock Owned Prior to Offering(1)					Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus(2)		Number of Shares of Common Stock Owned After Offering(3)
	Number		Percent					Number		Percent
Lincoln Park Capital Fund, LLC (4)		882,145		2.51	%		7,000,000		0		-

(1) Represents the 882,145 Commitment Shares that we issued to Lincoln Park on June 23, 2025 as consideration for its commitment to purchase our common stock at our direction under the Purchase Agreement. In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares of our common stock beneficially owned prior to the offering all of the 6,117,855 shares of our common stock that we may issue and sell to Lincoln Park pursuant to the Purchase Agreement from and after Commencement Date that are being registered for resale under the registration statement of which this prospectus forms a part, because the issuance and sale of such shares to Lincoln Park under the Purchase Agreement is solely at our discretion and is subject to certain conditions, the satisfaction of all of which are outside of Lincoln Park’s control, including the registration statement of which this prospectus forms a part becoming and remaining effective under the Securities Act. Furthermore, under the terms of the Purchase Agreement, issuances and sales of shares of our common stock to Lincoln Park under the Purchase Agreement are subject to certain limitations on the amounts we may sell to Lincoln Park at any time, including the Exchange Cap (which, because we obtained written consent from our Majority Stockholder, on August 12, 2025, will no longer restrict our ability to sell or issue shares to Lincoln Park under the Purchase Agreement) and the Beneficial Ownership Limitation. See the description under the heading “The Lincoln Park Transaction” for more information about the Purchase Agreement.

(2) Although the Purchase Agreement provides that we may sell up to $20.0 million of our common stock to Lincoln Park, we are only registering 7,000,000 shares of our common stock for resale under this prospectus, including the 882,145 Commitment Shares that we issued to Lincoln Park on June 23, 2025 as consideration for its commitment to purchase our common stock at our direction under the Purchase Agreement, for which we will receive no cash proceeds. Therefore, only 6,117,855 of such shares represent shares that we may issue and sell to Lincoln Park for cash consideration in purchases under the Purchase Agreement from time to time, at our sole discretion, during a period of up to 24 months following the Commencement Date. Depending on the price per share at which we sell our common stock to Lincoln Park pursuant to the Purchase Agreement, we may need to sell to Lincoln Park under the Purchase Agreement more shares of our common stock than are offered under this prospectus in order to receive aggregate gross proceeds equal to the full $20.0 million available to us under the Purchase Agreement. If we choose to do so, we must first register for resale under the Securities Act such additional shares. The number of shares ultimately offered for resale by Lincoln Park is dependent upon the number of shares we sell to Lincoln Park under the Purchase Agreement.

(3) Assumes the sale of all shares of our common stock registered for resale by Lincoln Park pursuant to the registration statement of which this prospectus forms a part, although the Lincoln Park is under no obligation known to us to sell any shares of common stock at any particular time.

(4) Josh Scheinfeld and Jonathan Cope, the Managing Members of Lincoln Park Capital, LLC, the manager of Lincoln Park, are deemed to be beneficial owners of all of the shares of common stock owned directly by Lincoln Park. Messrs. Cope and Scheinfeld have shared voting and investment power over the shares of common stock being offered under the registration statement of which this prospectus forms a part filed with the SEC in connection with the transactions contemplated under the Purchase Agreement and the Registration Rights Agreement. Neither Lincoln Park Capital, LLC nor Lincoln Park is a licensed broker dealer or an affiliate of a licensed broker dealer. The business address of Lincoln Park and Messrs. Cope and Scheinfeld is 415 North LaSalle Street, Suite 700B, Chicago, IL 60654.

PLAN OF DISTRIBUTION

The shares of our common stock offered by this prospectus are being offered by the Selling Stockholder, Lincoln Park. The shares may be sold or distributed from time to time by the Selling Stockholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of our common stock offered by this prospectus could be effected in one or more of the following methods:

● ordinary brokers’ transactions; ● transactions involving cross or block trades; ● through brokers, dealers, or underwriters who may act solely as agents; ● “at the market” into an existing market for the shares of our common stock; ● in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; ● in privately negotiated transactions; or ● any combination of the foregoing.

In order to comply with the securities laws of certain states, if applicable, the shares of our common stock offered by this prospectus may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares of our common stock offered by this prospectus may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.

Lincoln Park is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

Lincoln Park has informed us that it intends to use an unaffiliated broker-dealer to effectuate all sales, if any, of our common stock that it has acquired and may in the future acquire from us pursuant to the Purchase Agreement. Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such unaffiliated broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. Lincoln Park has informed us that each such broker-dealer will receive commissions from Lincoln Park that will not exceed customary brokerage commissions.

Brokers, dealers, underwriters or agents participating in the distribution of the shares of our common stock offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of shares of our common stock sold by Lincoln Park through this prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of shares of our common stock sold by Lincoln Park may be less than or in excess of customary commissions. Neither we nor Lincoln Park can presently estimate the amount of compensation that any agent will receive from any purchasers of shares of our common stock sold by Lincoln Park.

We know of no existing arrangements between Lincoln Park or any other stockholder, broker, dealer, underwriter, or agent relating to the sale or distribution of the shares of our common stock offered by this prospectus.

We may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part to amend, supplement, or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares of our common stock offered by this prospectus by Lincoln Park, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such shares of our common stock by Lincoln Park, any compensation paid by Lincoln Park to any such brokers, dealers, underwriters, or agents, and any other required information.

We will pay the expenses incident to the registration under the Securities Act of the offer and sale of the shares of our common stock included in this prospectus by Lincoln Park. We estimate that the expenses for the offering will be approximately $56,921. In addition, we have agreed to issue 61,750 shares of common stock to Bancroft Capital, LLC, representing 7% of the Commitment Shares, as compensation for Bancroft Capital, LLC’s services as sole placement agent in connection with the transaction contemplated by the Purchase Agreement. As of the date of this prospectus, the Company has not issued such shares and intends to do so following the filing of this registration statement on Form S-1 with the SEC.

We have agreed to indemnify Lincoln Park and certain other persons against certain liabilities in connection with the offering of shares of our common stock offered by this prospectus, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Lincoln Park has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by Lincoln Park specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.

Lincoln Park has represented to us that at no time prior to entering into the Purchase Agreement has Lincoln Park or its agents, representatives, or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock. Lincoln Park agreed that during the term of the Purchase Agreement, it, its agents, representatives, and affiliates will not enter into or effect, directly or indirectly, any of the foregoing transactions.

We have advised Lincoln Park that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes Lincoln Park, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

This offering will terminate on the date that all shares of our common stock offered by this prospectus have been sold by Lincoln Park.

Our common stock is currently listed on Nasdaq under the symbol “XHLD.”

LEGAL MATTERS

The validity of the issuance of the securities offered hereby will be passed upon for us by Polsinelli PC, Washington, D.C. Certain other legal matters in connection with this ~~prospectus~~offering ~~has~~will ~~been~~be passed upon for usthe Underwriter by ~~Hunter~~Loeb ~~Taubman~~& ~~Fischer~~Loeb &LLP, Li10100 ~~LLC~~Santa Monica Boulevard, Suite ~~New~~2200, ~~York~~Los Angeles, ~~New York~~CA 90067.

EXPERTS

~~The~~Our consolidated financial statements ~~of the Company as of December 31, 2024 and 2023 and~~ for the ~~fiscal~~ years ~~then~~ ended, ~~have~~December ~~been audited by Grassi & Co.~~31, ~~CPAs~~2025, ~~P.C.,~~and ~~independent registered public accounting firm~~2024, ~~as set forth in their report thereon,~~ included in our Annual Report on Form 10-K for the ~~fiscal~~ year ended December 31, ~~2024~~2025, and incorporated ~~herein~~ by reference. ~~Such~~in ~~consolidated~~this ~~financial statements~~Prospectus ~~have~~and ~~been~~the ~~incorporated~~Registration ~~herein~~Statement, byhave ~~reference~~been so incorporated in reliance ~~upon~~on ~~such~~the report of AssentSure PAC, independent registered public accountants, given on the authority of ~~such~~said firm as experts in ~~accounting~~ ~~and~~ auditing. ~~The~~and ~~report of Grassi & Co~~accounting.~~, CPAs, P.C. contains an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.~~

~~INCORPORATION BY REFERENCE~~19

~~The~~ADDITIONAL SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring to those documents. We hereby “incorporate by reference” the documents listed below, which means that we are disclosing important information to you by referring you to those documents. The registration statement of which this prospectus forms a part, including the exhibits, can be read at the SEC website referred to below under “Where You Can Find More Information.” The information that we file later with the SEC will automatically update and in some cases supersede this information. Specifically, we incorporate by reference the following documents or information filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):INFORMATION

●We have ~~our Annual Report on Form 10-K for the fiscal year ended December 31, 2024,~~ filed with the SEC ona ~~March~~Registration ~~28,~~Statement ~~2025; ● our Quarterly Report~~ on Form 10S-Q1, ~~for~~including ~~the~~exhibits ~~quarterly~~and ~~period ended March 31~~schedules, ~~2025,~~under ~~filed with~~ the ~~SEC~~Securities onAct ~~May 20, 2025; ● our Current Reports on Form 8-K, filed~~ with respect to the ~~SEC~~shares onof ~~February~~Common ~~21,~~Stock ~~2025,~~offered ~~March~~hereby. ~~18,~~This ~~2025~~Prospectus, ~~March~~which ~~24,~~is ~~2025,~~a ~~May~~part 2,of ~~2025,~~the ~~May~~Registration 15Statement, ~~2025,~~does ~~May~~not ~~16,~~contain ~~2025,~~all ~~May 20, 2025, June 2, 2025, June 25, 2025, July 1, 2025, and July 2, 2025; and ●~~ the information ~~description~~included ~~of our common stock~~ in ~~our Form 8-A12B, which was filed with~~ the ~~SEC~~Registration onStatement ~~February 11, 2025,~~ and ~~any amendments or reports filed for~~ the ~~purpose~~exhibits ofand ~~updating~~schedules ~~this description~~thereto.

InStatements ~~addition,~~contained ~~all~~in ~~documents~~this ~~subsequently~~Prospectus ~~filed~~as byto usthe ~~pursuant~~contents toof ~~Sections~~any ~~13(a)~~contract, ~~13(c),~~agreement ~~14,~~ or ~~15(d)~~other ofdocument ~~the~~referred ~~Exchange~~to ~~Act~~are (not ~~including~~necessarily ~~any~~complete. ~~information~~With ~~furnished~~respect ~~under~~to ~~Item~~each ~~2.02~~contract, ~~7.01,~~agreement or ~~9.01 of Form 8-K or any~~ other ~~information~~document ~~that~~filed ~~is identified~~ as ~~“furnished” rather~~an ~~than~~exhibit ~~filed,~~to ~~which~~the ~~information~~Registration isStatement, ~~not incorporated by~~ reference ~~herein)~~is ~~after~~made ~~the~~to ~~initial filing date of~~ the ~~registration statement~~ ofexhibit ~~which~~for ~~this prospectus forms~~ a ~~part~~more ~~and~~complete ~~prior~~description ~~to the effectiveness~~ of the ~~registration~~matter ~~statement~~involved, asand ~~well~~each ~~as subsequent to the effectiveness of~~ such ~~registration~~ statement ~~and~~shall ~~prior~~be todeemed ~~the~~qualified ~~filing~~by ofsuch areference. For ~~post-effective~~further ~~amendment~~information ~~which~~with ~~indicates~~respect ~~that~~to ~~all~~us ~~securities~~and ~~offered~~the ~~have been~~Common ~~sold~~Stock oroffered ~~which deregisters all securities then remaining unsold~~hereby, ~~shall~~reference beis ~~deemed~~made to bethe ~~incorporated~~Registration byStatement ~~reference~~and in the ~~registration~~ ~~statement,~~exhibits ~~of which this prospectus forms a part,~~ and toschedules befiled ~~a part hereof from the date of filing of such documents~~therewith.

~~Any~~You ~~statement~~can ~~contained~~also inread ~~a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of~~ the ~~registration~~Registration ~~statement,~~Statement ofat ~~which this prospectus forms a part, to~~ the ~~extent~~SEC’s ~~that~~internet aweb ~~statement~~site ~~contained~~at ~~herein, or in any other subsequently filed document that also is deemed to be incorporated by reference herein, modifies or supersedes such statement~~http://www. ~~Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the registration statement, of which this prospectus forms a part~~sec.gov.

We ~~will~~file ~~provide~~or ~~without~~have ~~charge~~filed ~~to each person~~annual, ~~including~~quarterly ~~any~~and ~~beneficial~~special ~~owner~~reports, toproxy ~~whom~~statements aand ~~prospectus~~other isinformation ~~delivered,~~with ~~upon~~the ~~written~~SEC. orOur ~~oral~~SEC ~~request of~~filings ~~that~~are ~~person,~~available to athe ~~copy~~public ofover ~~any~~the ~~and~~Internet ~~all~~at of the ~~reports~~SEC’s orweb ~~documents~~site ~~that~~at ~~have~~http://www.sec.gov. ~~been~~You ~~incorporated~~may byalso ~~reference~~read inand ~~this~~copy ~~prospectus~~any ~~but~~documents ~~not delivered~~we ~~with~~file ~~this~~at the ~~prospectus.~~SEC’s ~~Please~~public ~~direct~~reference ~~requests~~rooms toas usindicated ~~at the following address:~~above.

~~TEN~~INCORPORATION ~~Holdings,~~OF ~~Inc. Attn:~~DOCUMENTS ~~Investor~~BY ~~Relations 1170 Wheeler Way~~REFERENCE

~~Langhorne~~The SEC permits us to “incorporate by reference” into this Prospectus information we file with the SEC in other documents. This means that we can disclose important information to you by referring you to other documents that contain that information. The information we incorporate by reference is considered to be part of this Prospectus, and information in documents that we file later with the SEC PAwill ~~19047~~automatically update and supersede information contained in documents filed earlier with the SEC or contained in this Prospectus.

1We incorporate by reference in this Prospectus the documents and filings (other than current reports, or portions thereof, furnished under Item 2.~~800~~02 or Item 7.~~909.9598~~01 of Form 8-K and exhibits filed on such form that are related to such items) that: (i) are listed below; (ii) are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the Registration Statement of which this Prospectus forms a part prior to effectiveness of such Registration Statement; and (iii) we file in the future with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the time that all shares of Common Stock covered by this Prospectus have been sold or the offering is otherwise terminated; provided, however, that we are not incorporating, in each case, any documents or information deemed to have been furnished and not filed in accordance with SEC rules:

~~You may~~● ~~also~~our ~~access~~Annual ~~these~~Report ~~filings~~on Form 10-K for the year ended December 31, 2025 (File No. 001-42515), filed on March 18, 2026 (the “2025 Form 10-K”); ● our ~~website~~Current atReport ~~https://www~~on Form 8-K (File No.~~tenholdingsinc.com/.~~ ~~Except~~001-42515), ~~for~~filed on February 5, 2026; and ● the ~~specific~~description ~~incorporated~~of ~~documents~~our ~~listed above,~~capital nostock ~~information~~which ~~available~~is contained in our Registration Statement on orForm ~~through~~8-A ~~our~~(File ~~website~~No. ~~shall~~001-42515), befiled ~~deemed~~on toFebruary be11, ~~incorporated~~2025, inas ~~this~~updated ~~prospectus~~by Exhibit 4.2 of the 2025 Form 10-K, and any other amendment or report filed with the ~~registration~~SEC ~~statement of~~for ~~which~~the itpurpose ~~forms~~of aupdating ~~part~~such description.

~~WHERE~~We ~~YOU~~will ~~CAN~~provide, ~~FIND~~without ~~MORE~~charge, ~~INFORMATION~~to each person to whom a copy of this Prospectus is delivered, including any beneficial owner, upon the written or oral request of such person, a copy of any or all of the documents incorporated by reference herein, including exhibits. Requests should be directed to:

This prospectus is part of a registration statement we filed with the SEC and does not contain all the information set forth or incorporated by reference in the registration statement of which this prospectus forms a part. Whenever a reference is made in this prospectus to any of our contracts, agreements, or other documents, the reference may not be complete, and you should refer to the exhibits that are a part of the registration statement of which this prospectus forms a part or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement, or other document. Because we are subject to the information and reporting requirements of the Exchange Act, we file annual, quarterly, and current reports, proxy statements, and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy, and information statements, and other information regarding issuers that file electronically with the SEC. Our SEC filings are available to the public over the Internet on the SEC’s website at http://www.sec.gov.

TEN Holdings, Inc.

~~7,000,000~~1170 ~~Shares~~Wheeler ~~of Common Stock~~Way,

~~PROSPECTUS~~Langhorne, Pennsylvania 19047

~~July~~Attention: ~~[●], 2025~~Secretary

1.800.909.9598

The documents incorporated by reference may be accessed at our website at https://www.tenholdingsinc.com/. We do not incorporate the information on our website into this Prospectus or any supplement to this Prospectus and you should not consider any information on, or that can be accessed through, our website as part of this Prospectus or any supplement to this Prospectus (other than those filings with the SEC that we specifically incorporate by reference into this Prospectus or any supplement to this Prospectus).

Any statement contained in a document incorporated or deemed to be incorporated by reference in this Prospectus will be deemed modified, superseded or replaced for purposes of this Prospectus to the extent that a statement contained in this Prospectus modifies, supersedes or replaces such statement.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling the Company pursuant to provisions of our articles of incorporation and our bylaws, or otherwise, the Company has been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

PART II

INFORMATION ~~NOT~~ REQUIRED IN ~~PROSPECTUS~~THE REGISTRATION STATEMENT

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the estimated expenses to be ~~borne~~incurred by ~~the~~us, ~~registrant~~other than underwriting discounts and commissions, in connection with the ~~issuance~~registration ~~and~~of ~~distribution~~the securities the subject of this Registration Statement. All such expenses are estimates, other than the SEC ~~securities~~registration ~~being~~fee ~~registered~~and ~~hereby~~Financial Industry Regulatory Authority Inc. (“FINRA”) filing fee:

Item	Amount to be paid
SEC Registration Fee	$	1,381
SEC registration fee	$	420
FINRA Filing Fee	$	*
Accounting fees and expenses		33,843.75
Accounting Fees and Expenses	$	*
Legal fees and expenses		22,657.50
Company’s Legal Fees and Expenses	$	*
Total	$	56,921.25
Printing and Engraving Expenses	$	*
Miscellaneous Expenses	$	*
Estimated Total	$	*

~~Note:~~* InTo ~~addition~~be toincluded the fees and expenses disclosed above, the Company has agreed to issue 61,750 shares of common stock to Bancroft Capital, LLC, representing 7% of the Commitment Shares, as compensation for Bancroft Capital, LLC’s services as sole placement agent in connection with the transaction contemplated by ~~the Purchase Agreement~~amendment. ~~As of the date of this prospectus, the Company has not issued such shares and intends to do so following the filing of this registration statement on Form S-1 with the SEC.~~

Item 14. Indemnification of Directors and Officers.

WeThe ~~are~~Company is a Nevada corporation and is generally governed by the Nevada Private Corporations Code, Title 78 of the Nevada Revised Statutes (the “NRS”).

Section 78.138 of the NRS provides that, subject to certain statutory exceptions or unless the corporation’s articles of incorporation or an amendment thereto, in each case filed on or after October 1, 2003, provide ~~otherwise~~for greater individual liability, a director or officer ~~will~~ is not be individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it(i) isthe ~~proven~~presumption that, subject to certain statutory exceptions, such director or officer, in deciding upon matters of business, acted in good faith, on an informed basis and with a view to the interests of the corporation is rebutted, (iii) it is proven that the director’s or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (iiiii) it is proven that such breach involved intentional misconduct, fraud, or a knowing violation of the law.

Section 78.7502(1) of the NRS ~~permits~~provides that a ~~company~~Nevada tocorporation may indemnify ~~its~~any ~~directors~~person ~~and~~who ~~officers~~was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or as a manager of a limited-liability company, against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with athe ~~threatened, pending, or completed~~ action, suit, or proceeding, if the ~~officer~~ orperson ~~director~~ (i) is not liable pursuant to NRS 78.138, or (ii) acted in good faith and in a manner ~~the~~which ~~officer~~such ~~or director reasonably~~person reasonably believed to be in or not opposed to the best interests of the corporation and, ifwith arespect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. Section 78.7502(2) of the ~~officer~~NRS provides that a Nevada corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was ~~unlawful~~serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or as a manager of a limited-liability company, against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person (i) is not liable pursuant to NRS 78.138, or (ii) acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation. Section 78.7502 (2) of the NRS precludes indemnification by the corporation if ~~the~~for ~~officer~~any claim, issue or ~~director~~matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of ~~all~~any appeals taken therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Any discretionary indemnification pursuant to Section 78.7502 of the NRS, unless ordered by a court or advanced pursuant to Section 78.751(2) of the NRS, may be made by the corporation only as authorized in each specific case upon a determination that the indemnification of a director, officer, employee or agent of a corporation is proper under the circumstances. Such determinations must be made by the stockholders of the corporation, the board of directors, or in a written opinion of independent legal counsel, under certain circumstances.

Section 78.751 of the NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit, or proceeding as they are incurred and in advance of final disposition thereof, upon determination by the stockholders, the disinterested board members, or by independent legal counsel. If so provided in the corporation’s articles of incorporation, bylaws, or other agreement, Section 78.751 of the NRS requires a corporation to advance expenses as incurred upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the company. Section 78.751 of the NRS further permits the company to grant its directors and officers’ additional rights of indemnification under its articles of incorporation, bylaws, or other agreement. A right to indemnification or to advancement of expenses arising under a provision of the articles of incorporation or bylaws is not eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such act or omission has occurred.

II-1

Section 78.~~752~~751(1) of the NRS provides that a Nevada ~~company~~corporation ~~may~~shall ~~purchase~~indemnify ~~and~~any ~~maintain~~person ~~insurance~~who is a director, officer, employee or ~~make~~agent ~~other~~to ~~financial~~the extent ~~arrangements~~that the person is successful on ~~behalf~~the merits or otherwise in defense of (i) any ~~person~~threatened, ~~who~~pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee, or agent of the ~~company~~corporation, or is or was serving at the request of the ~~company~~corporation as a director, officer, employee, or agent of another ~~company~~corporation, partnership, joint venture, trust, or other enterprise, ~~for~~or (ii) any ~~liability asserted~~claim, issue or matter therein, against ~~him~~expenses actually and ~~liability~~reasonably ~~and~~incurred by the person in connection with defending the action, including, without limitation, attorney’s fees. Section 78.751(2) provides that, unless otherwise restricted by the articles of incorporation, the bylaws or an agreement made by the corporation, the corporation may pay the expenses of officers and directors incurred in defending a civil or criminal action, suit, or proceeding as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by ~~him~~or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the corporation. The articles of incorporation, the bylaws or an agreement made by the corporation may require the corporation to pay such expenses upon receipt of such an undertaking. Section 78.751(3) of the NRS provides that the indemnification pursuant to Section 78.751 and Section 78.7502 of the NRS and the advancement of expenses authorized in ~~his~~or ordered by a court pursuant to Section 78.751 of the NRS does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation, the bylaws, or any agreement, vote of stockholders or disinterested directors or otherwise, for either an action in the person’s official capacity asor an action in another capacity while holding office, except that indemnification, unless ordered by a court pursuant to Section 78.7502 of the NRS or for the advancement of expenses made pursuant to Section 78.751(2) of the NRS, may not be made to or on behalf of any director or officer finally adjudged by a court of competent jurisdiction, after exhaustion of any appeals taken therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, and such misconduct, fraud or violation was material to the cause of action. Section 78.751(3) of the NRS further provides that the indemnification pursuant to Section 78.751 and Section 78.7502 of the NRS and the advancement of expenses authorized in or ordered by a court pursuant to Section 78.751 of the NRS continues for a person who has ceased to be a director, officer, employee, or agent and inures to the benefit of the heirs, executors and administrators of such a person. Section 78.751(5) of the NRS provides that a right to indemnification or ~~arising~~advancement ~~out~~of expenses arising under a provision of ~~his~~the ~~status~~articles asof incorporation or bylaws is not eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, ~~whether~~criminal, administrative or ~~not~~investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the ~~company~~provision ~~has~~in effect at the ~~authority~~time toof ~~indemnify~~such act ~~him~~or ~~against~~omission explicitly authorizes such ~~liability~~elimination ~~and~~or ~~expenses~~impairment after such act or omission has occurred.

~~Our~~Section ~~articles~~78.752 of ~~incorporation~~the ~~provide~~NRS ~~for~~provides ~~indemnification~~that ofa ~~our~~Nevada ~~officers~~corporation may purchase and ~~directors~~maintain toinsurance ~~the~~or ~~fullest~~make ~~extent~~other ~~permissible~~financial ~~under~~arrangements ~~the~~on ~~applicable~~behalf ~~laws~~of ~~and~~any ~~regulations.~~person ~~Our~~who ~~bylaws~~is ~~provide~~or ~~for~~was ~~indemnification~~a ofdirector, ~~our~~officer, ~~officers~~employee, ~~and~~or ~~directors~~agent toof the ~~fullest~~corporation, ~~extent~~or ~~not~~is ~~prohibited~~or bywas ~~the applicable~~serving ~~laws~~at ~~and~~the ~~regulations.~~request Inof ~~addition,~~the ~~our~~corporation as ~~board~~a ofdirector, ~~directors~~officer, isemployee, ~~authorized~~or toagent ~~purchase~~of ~~and~~another ~~maintain~~corporation, ~~insurance~~partnership, onjoint ~~behalf~~venture, oftrust, ~~our officers~~or ~~and~~other ~~directors~~enterprise, ~~against~~for any liability asserted against ~~such~~the person and liability and expenses incurred by the person in ~~any~~his ~~such~~or her capacity as a director, officer, employee, or agent, or arising out of ~~such~~his or her status as such, whether or not the ~~Company~~corporation ~~would~~has ~~have~~ the ~~power~~authority to indemnify such person against such liability and expenses. No trust fund, self-insurance program, security interest or other lien on any assets of the corporation, or letter of credit, guaranty or surety may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 15. Recent Sales of Unregistered Securities.

During the past three years, we have issued the following securities which were not registered under the Securities Act. We believe that each of the following issuance was exempt from registration under the Securities Act in reliance on Regulation D under the Securities Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of securities.

V-Cube, Inc. subscribed for 10 shares of common stock of TEN Holdings, Inc. in consideration of $10.00 in the corporate formation of TEN Holdings, Inc. on February 12, 2024, and obtained another 90 shares of common stock of TEN Holdings, Inc. on July 2, 2024 in exchange for the 100% equity interest in TEN Events, Inc. valued at approximately $32.5 million. Accordingly, the consideration paid by V-Cube, Inc. for its equity interest in TEN Holdings, Inc. (amounting to 25 million shares of common stock post reverse split and corporate restructuring) was approximately $32.5 million.

Spirit Advisors received a warrant to purchase the Company’s common stock as of February 12, 2024, in partial consideration for consulting services rendered in connection with the IPO. On February 19, 2025, Spirit Advisors acquired 1,337,312 shares of the Company’s common stock through the cashless exercise of the warrant.

On September 5, 2024, the Company’s board of directors adopted the Plan under which an aggregate of 10% of the Company’s authorized shares of common stock, which equals 12,500,000 shares of common stock, were reserved for issuance. On September 27, 2024, the Company’s board of directors and then sole stockholder approved the resolution to change the maximum number of shares of common stock of the Company reserved and available for granting awards under the Plan from 12,500,000 to 4,000,000. The Plan allows for the issuance of options, stock appreciation rights, restricted stock, restricted stock unit, performance award, dividend equivalent, and other stock-based award to selected employees, officers, directors, and consultants, for them to acquire a proprietary interest in the growth and performance of the Company. On October 10, 2024, the Company granted stock options to certain individuals who were the Company’s directors and employees to purchase an aggregate of 2,640,250 shares of common stock at an exercise price of $0.46 per share. The options have a contractual term of ten years and vest upon the satisfaction of service conditions for Company employees and performance conditions for Company directors. Pursuant to the stock award agreements, an aggregate of 1,122,925 shares of common stock vested upon the completion of our IPO.

On October 9, 2024, our Company’s then sole director and majority stockholder approved a 2-for-1 reverse stock split, as a result of which the aggregated number of outstanding shares of common stock changed from 50,000,000 to 25,000,000. The number of shares of common stock referenced above reflects the effect of such reverse stock split.

II-2

OnOur ~~March~~articles ~~25,~~of ~~2024,~~incorporation ~~Xyvid,~~and ~~Inc.~~bylaws ~~(now~~provide ~~known as TEN Events, Inc., our operating entity) entered into a certain Agreement~~ for ~~Loan~~indemnification ~~Conditions with~~of ~~Naoaki Mashita,~~ our ~~Director~~officers and ~~the~~directors ~~chief~~to ~~executive officer of V-Cube, Inc.,~~ the ~~Company’s~~fullest ~~controlling~~extent ~~stockholder,~~permissible ~~pursuant~~under tothe ~~which~~applicable ~~loan~~laws ~~agreement,~~and Mrregulations. ~~Mashita~~In ~~agreed to provide a loan to Xyvid~~addition, ~~Inc.~~our inboard ~~the principal amount~~ of ~~$317,000,~~directors ~~bearing~~is ~~interest~~authorized ~~at an~~to ~~annual~~purchase ~~interest rate of 6.0%, with an original repayment date of December 31, 2024,~~ and ~~which~~maintain ~~loan~~insurance ~~agreement~~on ~~was~~behalf ~~assigned to and assumed~~of byour ~~the~~officers ~~Company on September 5, 2024,~~ and ~~the~~directors ~~indebtedness~~against ~~thereunder~~any ~~was~~liability ~~memorialized~~asserted inagainst ~~a convertible promissory note delivered on~~ such ~~date~~ ~~with~~person ~~the same terms,~~ and ~~which~~incurred ~~convertible promissory note is convertible,~~ in ~~whole~~any ~~or in part, into shares of common stock of the Company prior to the maturity thereof. The conversion price of~~ such ~~convertible~~capacity ~~promissory~~or ~~note~~arising isout ~~at $0.46 per share~~ of ~~common stock.~~such ~~On December 23~~status, ~~2024,~~whether weor ~~issued~~not ~~689,130 shares of common stock to Mr. Mashita pursuant to~~ the ~~partial conversion of the convertible promissory note, as amended, in the outstanding principal amount of $317,000 held by Mr. Mashita. On the same date, the~~ Company ~~and~~would ~~Mr.~~have ~~Mashita agreed to extend~~ the ~~repayment~~power ~~date of December 31, 2024 relative~~ to ~~the~~indemnify ~~outstanding interest component of~~ such ~~indebtedness as of such date to March 31, 2025, pursuant to amendments to each of the Agreement for Loan Conditions and the convertible promissory note~~person. The repayment date of the outstanding interest due on the convertible promissory note was further extended on March 19, 2025, to December 31, 2025, pursuant to amendments to each of the Agreement for Loan Conditions and the convertible promissory note.

OnInsofar ~~April~~as ~~23,~~indemnification 2025, the Company entered into the Settlement Agreement with SHC, which became effective on April 30, 2025, to settle certain outstanding obligations owed by the Company. Pursuant to the Settlement Agreement, SHC agreed to purchase the Claims and will exchange such Claims for ~~the~~liabilities ~~Settlement~~arising ~~Shares.~~under ~~The Settlement Shares were priced at~~ the ~~closing~~Securities ~~price~~Act ofmay ~~the~~be ~~Company’s~~permitted ~~common stock on April 23, 2025, subject~~ to ~~adjustment pursuant to the terms of the Settlement Agreement. On April 30~~directors, ~~2025~~officers, ~~SHC~~or ~~requested~~persons ~~the~~controlling ~~issuance~~us ~~of 175,000 Settlement Fee Shares to SHC,~~ pursuant to the ~~Settlement~~foregoing ~~Agreement~~provisions, ~~and~~we ~~such~~have ~~shares~~been ~~were~~informed ~~issued on May 9~~that, ~~2025.~~in ~~On May 13, 2025, SHC requested~~ the ~~issuance~~opinion of ~~1,372,000 shares of common stock to SHC, representing a settlement of $598,329.20, pursuant to~~ the ~~Settlement~~ ~~Agreement~~SEC, ~~and~~ such ~~shares~~indemnification ~~were~~is ~~issued~~against onpublic ~~May 14, 2025. On May 14, 2025, SHC requested the issuance of 1,458,000 shares of~~policy ~~common~~as ~~stock~~expressed toin ~~SHC, representing a settlement of $635,833.80, pursuant to~~ the ~~Settlement~~Securities ~~Agreement,~~Act and ~~such~~is ~~shares~~therefore ~~were issued on May 15, 2025~~unenforceable. On June 3, 2025, SHC requested the issuance of 690,000 shares of common stock to SHC, representing a settlement of $259,088.10, pursuant to the Settlement Agreement, and such shares were issued on June 4, 2025. On June 10, 2025, SHC requested the issuance of 707,000 shares of common stock to SHC, representing a settlement of $274,846.25, pursuant to the Settlement Agreement, and such shares were issued on June 11, 2025. On June 25, 2025, SHC requested the issuance of 1,158,000 shares of common stock to SHC, representing a settlement of $374,937.24, pursuant to the Settlement Agreement, and such shares were issued on June 25, 2025.

~~Item~~In 16addition, we have entered into separate indemnification agreements with our directors and officers. ~~Exhibits~~These agreements, among other things, require us to indemnify our directors and ~~Financial~~officers ~~Statement~~for ~~Schedules~~certain expenses, including attorneys’ fees, judgments, liabilities, fines, penalties and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of our directors or officers or any other company or enterprise to which the person provides services at our request.

The Company maintains standard policies of insurance under which coverage is provided (a) ~~Exhibits~~to the Company’s directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, and (b) to the Company with respect to payments which may be made by the Company to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

~~The~~See ~~exhibits~~also to the ~~registration~~Undertakings ~~statement~~set ~~are~~forth ~~listed~~ in the ~~Exhibit~~response ~~Index~~to ~~attached~~Item ~~hereto~~17 ~~and incorporated by reference~~ herein.

~~(b)~~Item 15. ~~Financial~~Recent ~~Statement~~Sales ~~Schedules~~of Unregistered Securities

NoDuring ~~financial~~the ~~statement~~past ~~schedules~~three ~~are~~years, ~~provided~~we ~~because~~have issued the ~~information~~following ~~called~~securities ~~for~~which iswere not ~~required~~registered orunder isthe ~~shown~~Securities ~~either~~Act. We believe that each of the following issuance was exempt from registration under the Securities Act in ~~financial~~reliance ~~statements~~on Regulation D under the Securities Act or pursuant to Section 4(a)(2) of the ~~related~~Securities ~~notes~~Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of securities. All issuances reflected below are shown on a pre-split basis with respect to the Company’s December 1, 2025 one-for-fifteen (1-for-15) reverse stock split.

V-Cube, Inc., the Company’s then-controlling stockholder, subscribed for 10 shares of Common Stock in consideration of $10.00 in the corporate formation of the Company on February 12, 2024, and obtained another 90 shares of Common Stock on July 2, 2024 in exchange for the 100% equity interest in TEN Events valued at approximately $32.5 million. Accordingly, the consideration paid by V-Cube, Inc. for its equity interest in the Company (amounting to 25 million shares of Common Stock) was approximately $32.5 million.

Spirit Advisors, LLC (“Spirit Advisors”) received a warrant to purchase Common Stock as of February 12, 2024, in partial consideration for consulting services rendered in connection with the Company’s initial public offering. On February 19, 2025, Spirit Advisors acquired 1,337,312 shares of Common Stock through the cashless exercise of the warrant.

On March 25, 2024, Xyvid, Inc. (now known as TEN Events) entered into a certain Agreement for Loan Conditions with Naoaki Mashita, our then director and the chief executive officer of V-Cube, Inc. pursuant to which Mr. Mashita agreed to provide a loan to Xyvid, Inc. in the principal amount of $317,000, bearing interest at an annual interest rate of 6.0%, with an original repayment date of December 31, 2024, and which loan agreement was assigned to and assumed by the Company on September 5, 2024, and the indebtedness thereunder was memorialized in a convertible promissory note delivered on such date with the same terms, and which convertible promissory note is convertible, in whole or in part, into shares of Common Stock prior to the maturity thereof. The conversion price of such convertible promissory note is $0.46 per share of Common Stock. On December 23, 2024, we issued 689,130 shares of Common Stock to Mr. Mashita pursuant to the partial conversion of the convertible promissory note, as amended, in the outstanding principal amount of $317,000 held by Mr. Mashita. On the same date, the Company and Mr. Mashita agreed to extend the repayment date of December 31, 2024 relative to the outstanding interest component of such indebtedness as of such date to March 31, 2025, pursuant to amendments to each of the Agreement for Loan Conditions and the convertible promissory note. The repayment date of the outstanding interest due on the convertible promissory note was further extended on March 19, 2025, to December 31, 2025, pursuant to amendments to each of the Agreement for Loan Conditions and the convertible promissory note. The repayment date of the outstanding interest due on the convertible promissory note was further extended on December 31, 2025, to June 30, 2026.

II-3

~~Item~~On 17September 5, 2024, the Company’s board of directors adopted an equity incentive plan (the “Plan”) under which an aggregate of 10% of the Company’s authorized shares of Common Stock, which equaled 12,500,000 shares of Common Stock, were reserved for issuance. On ~~Undertakings~~September 27, 2024, the Company’s board of directors and then sole stockholder approved the resolution to change the maximum number of shares of Common Stock reserved and available for granting awards under the Plan from 12,500,000 to 4,000,000. The Plan allows for the issuance of options, stock appreciation rights, restricted stock, restricted stock unit, performance award, dividend equivalent, and other stock-based award to selected employees, officers, directors, and consultants, for them to acquire a proprietary interest in the growth and performance of the Company. On October 10, 2024, the Company granted stock options to certain individuals who were the Company’s directors and employees to purchase an aggregate of 2,640,250 shares of Common Stock at an exercise price of $0.46 per share. On June 30, 2025, the Company granted a stock option Mr. Virgilio D. Torres, the Company’s Chief Financial Officer, Secretary and Director, to purchase an aggregate of 323,884 shares of Common Stock at an exercise price of $0.36 per share. The options have a contractual term of ten years and vest upon the satisfaction of service conditions for Company employees and performance conditions for Company directors. Pursuant to the stock award agreements, an aggregate of 1,122,925 shares of Common Stock vested upon the completion of our IPO.

On April 23, 2025, the Company entered into the Settlement Agreement with Sunpeak Holdings Corporation (“SHC”), which became effective on April 30, 2025, to settle certain outstanding obligations owed by the Company. Pursuant to the Settlement Agreement, SHC agreed to purchase the Claims and will exchange such Claims for the Settlement Shares (each as defined in the Settlement Agreement). The Settlement Shares were priced at the closing price of the Common Stock on April 23, 2025, subject to adjustment pursuant to the terms ~~undersigned~~of ~~registrant~~the ~~hereby~~Settlement ~~undertakes:~~Agreement. On April 30, 2025, SHC requested the issuance of 175,000 Settlement Fee Shares to SHC, pursuant to the Settlement Agreement, and such shares were issued on May 9, 2025. On May 13, 2025, SHC requested the issuance of 1,372,000 shares of Common Stock to SHC, representing a settlement of $598,329.20, pursuant to the Settlement Agreement, and such shares were issued on May 14, 2025. On May 14, 2025, SHC requested the issuance of 1,458,000 shares of Common Stock to SHC, representing a settlement of $635,833.80, pursuant to the Settlement Agreement, and such shares were issued on May 15, 2025. On June 3, 2025, SHC requested the issuance of 690,000 shares of Common Stock to SHC, representing a settlement of $259,088.10, pursuant to the Settlement Agreement, and such shares were issued on June 4, 2025. On June 10, 2025, SHC requested the issuance of 707,000 shares of Common Stock to SHC, representing a settlement of $274,846.25, pursuant to the Settlement Agreement, and such shares were issued on June 11, 2025. On June 25, 2025, SHC requested the issuance of 1,158,000 shares of Common Stock to SHC, representing a settlement of $374,937.24, pursuant to the Settlement Agreement, and such shares were issued on June 25, 2025. On October 31, 2025, the Company and SHC entered into a Release Agreement (the “Release”) pursuant to which SHC agreed to release the Company from any and all further payments or obligations under the Settlement Agreement in exchange for a payment of $250,000 from the Company, which payment was made on October 30, 2025.

~~(1)~~On June To23, ~~file~~2025, ~~during~~the ~~any~~Company ~~period~~issued in882,145 ~~which~~shares ~~offers~~of orour ~~sales~~Common ~~are~~Stock ~~being~~to ~~made,~~Lincoln aPark ~~post-effective~~in ~~amendment~~consideration for its commitment to ~~this~~purchase shares ~~registration~~under ~~statement:~~our ELOC.

i.During the Tothree ~~include~~months ~~any~~ended ~~prospectus~~September ~~required~~30, ~~by Section 10(a)(3) of the Securities Act of 1933~~2025, aswe ~~amended;~~issued ~~ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement~~ (~~or the most recent post-effective amendment thereof~~i) ~~which~~1, ~~individually or in the aggregate~~458,859 ~~represent~~shares aof ~~fundamental~~Common ~~change~~Stock into ~~the~~Lincoln ~~information~~Park ~~set~~for ~~forth~~a inweighted ~~the~~average ~~registration~~price of ~~statement~~$0.29 ~~Notwithstanding~~per ~~the foregoing~~share, ~~any increase~~ or ~~decrease~~an inaggregate ~~volume~~ of ~~securities~~$424,736, ~~offered~~pursuant ~~(if~~to the ~~total~~terms ~~dollar value~~ of ~~securities~~our ~~offered~~ELOC ~~would~~and ~~not exceed that which was registered~~(ii) ~~and~~83,350 ~~any~~shares ~~deviation from the low or high end~~ of ~~the~~Common ~~estimated~~Stock ~~maximum~~to ~~offering~~Bancroft Capital, ~~range~~LLC ~~may~~(“Bancroft”) beupon ~~reflected~~exercise ~~in the form~~ of ~~prospectus~~warrants ~~filed~~granted ~~with the SEC pursuant~~ to ~~Rule~~Bancroft ~~424(b) if,~~ in ~~the~~connection ~~aggregate,~~with ~~the~~our ~~changes~~initial inpublic ~~volume~~offering ~~and~~for an ~~price~~exercise ~~represent no more than a 20% change in the maximum aggregate offering~~ price ~~set forth in the “Calculation~~ of ~~Registration Fee” table in the effective registration statement; and iii~~$7.20 Toper ~~include~~share, ~~any~~or ~~material~~an ~~information~~aggregate ~~with respect to the plan~~ of ~~distribution not previously disclosed in the registration statement or any material change to such information in the registration statement~~$600,120.

~~provided,~~On ~~however~~December 22, ~~that paragraphs (1)(i)~~2025, ~~(ii) and (iii) above do not apply if~~ the ~~information~~Company ~~required~~issued to991,000 beshares ~~included~~of inCommon aStock ~~post-effective amendment~~for bygross ~~those~~proceeds ~~paragraphs~~of isapproximately ~~contained~~$2.25 inmillion ~~reports filed with or furnished to the SEC by the registrant~~ pursuant to ~~section 13 or~~Stock ~~section~~Purchase ~~15(d)~~Agreements ofwith ~~the~~certain ~~Exchange~~purchasers ~~Act~~named ~~that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement~~therein.

	(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
	(4)	That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
	(5)	The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(6)	Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-4

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits. The list of exhibits is set forth below.

EXHIBIT INDEX

Exhibit Number	Description of Document
		Incorporated by Reference (Unless Otherwise Indicated)
3.1	Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-1 (File No. 333-282621) initially filed with the Securities and Exchange Commission on October 11, 2024)
Exhibit Number	Exhibit Title	Form	File	Exhibit	Filing Date
3.2	Bylaws (incorporated by reference to Exhibit 3.2 of our Registration Statement on Form S-1 (File No. 333-282621) initially filed with the Securities and Exchange Commission on October 11, 2024)
1.1*	Underwriting Agreement, dated , by and between the Registrant and Network 1 Financial Securities, Inc.	-	-	-	-
4.1	Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 of our Registration Statement on Form S-1 (File No. 333-282621) initially filed with the Securities and Exchange Commission on October 11, 2024)
3.1	Articles of Incorporation	10-Q	001-42515	3.1	November 10, 2025
4.2	Representative’s Warrants dated February 18, 2025 (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K (File No. 001-42515) filed with the Securities and Exchange Commission on February 21, 2025)
3.2	Bylaws	10-Q	001-42515	3.2	November 10, 2025
4.3	Warrant issued by the Registrant to Spirit Advisors, LLC (incorporated by reference to Exhibit 4.3 of our Registration Statement on Form S-1 (File No. 333-282621) initially filed with the Securities and Exchange Commission on October 11, 2024)
4.1	Specimen Stock Certificate	S-1	333-282621	4.1	October 11, 2024
4.4	Convertible Promissory Note issued by the Registrant to Naoaki Mashita (incorporated by reference to Exhibit 4.4 of our Registration Statement on Form S-1 (File No. 333-282621) initially filed with the Securities and Exchange Commission on October 11, 2024)
5.1*	Opinion of Polsinelli PC	-	-	-	-
4.5	Amendment to the Convertible Promissory Note issued by the Registrant to Naoaki Mashita (incorporated by reference to Exhibit 4.5 of our Registration Statement on Form S-1 (File No. 333-282621) initially filed with the Securities and Exchange Commission on December 26, 2024)
10.1†	Form of Indemnification Agreement by and between the Registrant and its officers and directors	S-1	333-282621	10.3	October 11, 2024
4.6	Underwriting Agreement dated February 12, 2025 by and between the Company and the Representative (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No. 001-42515) filed with the Securities and Exchange Commission on February 21, 2025)
10.2†	Employment Agreement dated August 1, 2024 by and between John M. Orobono Jr. and the Registrant	S-1	333-282621	10.2	October 11, 2024
5.1*	Opinion of Hunter Taubman Fischer & Li LLC
10.3	Agreement for loan condition by and between V-Cube, Inc. and Xyvid, Inc.	S-1	333-282621	10.5	October 11, 2024
10.1	Employment Agreement dated August 1, 2024 by and between Randolph Wilson Jones III and the Registrant (incorporated by reference to Exhibit 10.1 of our Registration Statement on Form S-1 (File No. 333-282621) initially filed with the Securities and Exchange Commission on October 11, 2024)
10.4	Agreement for loan condition by and between Wizlearn Technologies Pte. Ltd. and Xyvid, Inc.	S-1	333-282621	10.6	October 11, 2024
10.2	Employment Agreement dated November 4, 2024 by and between John M. Orobono Jr. and the Registrant (incorporated by reference to Exhibit 10.2 of our Registration Statement on Form S-1 (File No. 333-282621) initially filed with the Securities and Exchange Commission on December 04, 2024)
10.5	Agreement of lease by and between Xyvid, Inc. and GHDLCK LLC	S-1	333-282621	10.7	October 11, 2024
10.3	Form of Indemnification Agreement by and between the Registrant and its officers and directors (incorporated by reference to Exhibit 10.3 of our Registration Statement on Form S-1 (File No. 333-282621) initially filed with the Securities and Exchange Commission on October 11, 2024)
10.6	Consulting Agreement with Spirit Advisors, LLC	S-1	333-282621	10.8	October 11, 2024
10.4	Form of Director Offer Letter by and between the Registrant and its directors (incorporated by reference to Exhibit 10.4 of our Registration Statement on Form S-1 (File No. 333-282621) initially filed with the Securities and Exchange Commission on October 11, 2024)
10.7	Master Service Agreement by and between the Registrant and its Largest Customer for the Fiscal Year Ended December 31, 2025 (portions of the exhibit will be omitted pursuant to Item 601 of Regulation S-K)	10-K	001-42515	10.9	March 28, 2025
10.5	Agreement for loan condition by and between V-Cube, Inc. and Xyvid, Inc. (incorporated by reference to Exhibit 10.5 of our Registration Statement on Form S-1 (File No. 333-282621) initially filed with the Securities and Exchange Commission on October 11, 2024)
10.6	Agreement for loan condition by and between Wizlearn Technologies Pte. Ltd. and Xyvid, Inc. (incorporated by reference to Exhibit 10.6 of our Registration Statement on Form S-1 (File No. 333-282621) initially filed with the Securities and Exchange Commission on October 11, 2024)
10.7	Agreement of lease by and between Xyvid, Inc. and GHDLCK LLC (incorporated by reference to Exhibit 10.7 of our Registration Statement on Form S-1 (File No. 333-282621) initially filed with the Securities and Exchange Commission on October 11, 2024)
10.8	Consulting Agreement with Spirit Advisors, LLC (incorporated by reference to Exhibit 10.8 of our Registration Statement on Form S-1 (File No. 333-282621) initially filed with the Securities and Exchange Commission on October 11, 2024)

II-5

10.9	Master Service Agreement by and between the Registrant and its Largest Customer for the Fiscal Year Ended December 31, 2023 (incorporated by reference to Exhibit 10.9 of our Registration Statement on Form S-1 (File No. 333-282621) initially filed with the Securities and Exchange Commission on October 11, 2024)
10.8	The Registrant’s Amended and Restated 2024 Equity Incentive Plan	S-1	333-282621	10.12	October 11, 2024
10.10	The Registrant’s 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 of our Registration Statement on Form S-1 (File No. 333-282621) initially filed with the Securities and Exchange Commission on October 11, 2024)
10.9	Follow-on Offering Advisory Agreement by and between the Registrant and RyuShin Advisors LLC dated February 18, 2025	10-Q	001-42515	10.21	May 19, 2025
10.11	Agreement for Loan Conditions by and between Xyvid, Inc. and Naoaki Mashita (incorporated by reference to Exhibit 10.11 of our Registration Statement on Form S-1 (File No. 333-282621) initially filed with the Securities and Exchange Commission on October 11, 2024)
10.10	Master Services Agreement by and between the Registrant and PeakValue, LLC dated February 18, 2025	10-Q	001-42515	10.22	May 19, 2025
10.12	The Registrant’s Amended and Restated 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.12 of our Registration Statement on Form S-1 (File No. 333-282621) initially filed with the Securities and Exchange Commission on October 11, 2024)
10.11	Consultancy Agreement by and between the Registrant and Jipsy Trade Limited dated February 18, 2025	10-Q	001-42515	10.24	May 19, 2025
10.13	Amendment to the Agreement for Loan Conditions by and between Xyvid, Inc. and Naoaki Mashita (incorporated by reference to Exhibit 10.13 of our Registration Statement on Form S-1 (File No. 333-282621) initially filed with the Securities and Exchange Commission on December 26, 2024)
10.12	Purchase Agreement, dated as of June 23, 2025, between TEN Holdings, Inc. and Lincoln Park Capital Fund, LLC	8-K	001-42515	10.1	June 25, 2025
10.14	Agreement Regarding Extension of Maturity Date for Loans by and between TEN Events, Inc. and V-Cube, Inc. (incorporated by reference to Exhibit 10.14 of our Registration Statement on Form S-1 (File No. 333-282621) initially filed with the Securities and Exchange Commission on December 30, 2024)
10.13	Registration Rights Agreement, dated as of June 23, 2025, between TEN Holdings, Inc. and Lincoln Park Capital Fund, LLC	8-K	001-42515	10.2	June 25, 2025
10.15	Agreement Regarding Extension of Maturity Date for Loans by and between TEN Events, Inc. and Wizlearn Technologies Pte. Ltd. (incorporated by reference to Exhibit 10.15 of our Registration Statement on Form S-1 (File No. 333-282621) initially filed with the Securities and Exchange Commission on December 30, 2024)
10.14+	Reseller Program Agreement, dated as of October 21, 2025, between TEN Holdings, Inc. and Xcyte Digital Corporation	10-Q	001-42515	10.3	November 10, 2025
10.16	Agreement for Loan Conditions by and between TEN Events, Inc. and Wizlearn Technologies Pte. Ltd. dated January 22, 2025 (incorporated by reference to Exhibit 10.16 of our Annual Report on Form 10-K (File No. 001-42515) filed with the Securities and Exchange Commission on March 28, 2025)
10.15	Form of Stock Purchase Agreement, dated December 22, 2025.	8-K	001-42515	10.1	December 29, 2025
10.17	Agreement for Loan Conditions by and between TEN Events, Inc. and V-Cube, Inc. dated January 9, 2025 (incorporated by reference to Exhibit 10.17 of our Annual Report on Form 10-K (File No. 001-42515) filed with the Securities and Exchange Commission on March 28, 2025)
10.16+	Registration Rights Agreement, dated December 22, 2025, by and among TEN Holdings, Inc. and the Purchasers named therein	8-K	001-42515	10.2	December 29, 2025
10.18	Agreement for Loan Conditions by and between TEN Events, Inc. and Wizlearn Technologies Pte. Ltd. dated January 28, 2025 (incorporated by reference to Exhibit 10.18 of our Annual Report on Form 10-K (File No. 001-42515) filed with the Securities and Exchange Commission on March 28, 2025)
10.17†	Employment Agreement, dated December 22, 2025, by and between TEN Holdings, Inc. and Randolph Wilson Jones III	8-K	001-42515	10.3	December 29, 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 (incorporated by reference to Exhibit 10.19 of our Annual Report on Form 10-K (File No. 001-42515) filed with the Securities and Exchange Commission on March 28, 2025)
10.18†	Amended and Restated Employment Agreement, dated December 22, 2025, by and between TEN Holdings, Inc. and Virgilio D. Torres	8-K	001-42515	10.4	December 29, 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 (incorporated by reference to Exhibit 10.20 of our Annual Report on Form 10-K (File No. 001-42515) filed with the Securities and Exchange Commission on March 28, 2025)
10.21	Settlement Agreement dated April 23, 2025 by and between TEN Holdings, Inc. and Sunpeak Holdings Corporation (incorporated by reference to Exhibit 99.1 of our Current Report on Form 8-K (File No. 001-42515) filed with the Securities and Exchange Commission on May 2, 2025)
10.22	Purchase Agreement, dated as of June 23, 2025, between TEN Holdings, Inc. and Lincoln Park Capital Fund, LLC. (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No. 001-42515) filed with the Securities and Exchange Commission on June 25, 2025)
10.23	Registration Rights Agreement, dated as of June 23, 2025, between TEN Holdings, Inc. and Lincoln Park Capital Fund, LLC. (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K (File No. 001-42515) filed with the Securities and Exchange Commission on June 25, 2025)
10.24	Employment Agreement by and between the Company and Mr. Torres (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No. 001-42515) filed with the Securities and Exchange Commission on July 1, 2025)
10.25	Indemnification Agreement by and between the Company and Mr. Torres (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K (File No. 001-42515) filed with the Securities and Exchange Commission on July 1, 2025)
14.1	Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 14.1 of our Registration Statement on Form S-1 (File No. 333-282621) initially filed with the Securities and Exchange Commission on October 11, 2024)
19.1	Insider Trading Policy of the Registrant (incorporated by reference to Exhibit 19.1 of our Registration Statement on Form S-1 (File No. 333-282621) initially filed with the Securities and Exchange Commission on October 11, 2024)
21.1	Subsidiaries (incorporated by reference to Exhibit 21.1 of our Registration Statement on Form S-1 (File No. 333-282621) initially filed with the Securities and Exchange Commission on October 11, 2024)
23.1*	Consent of Grassi & Co., CPAs, P.C.
23.2*	Consent of Hunter Taubman Fischer & Li LLC (included in Exhibit 5.1)
24.1*	Power of Attorney (included on signature page)
99.1	Form of Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 of our Annual Report on Form 10-K (File No. 001-42515) filed with the Securities and Exchange Commission on March 28, 2025)
107*	Filing Fee Table

* Filed herewith

II-6

SIGNATURES

10.19	Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc. and PAVE Education Pte. Ltd.	10-K	001-42515	10.19	March 18, 2026

10.20	Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc. and PAVE Education Pte. Ltd.	10-K	001-42515	10.20	March 18, 2026

10.21	Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc. and Wizlearn Technologies Pte. Ltd.	10-K	001-42515	10.21	March 18, 2026

10.22	Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc. and PAVE Education Pte. Ltd.	10-K	001-42515	10.22	March 18, 2026

10.23	Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc. and PAVE Education Pte. Ltd.	10-K	001-42515	10.23	March 18, 2026

10.24	Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc. and PAVE Education Pte. Ltd.	10-K	001-42515	10.24	March 18, 2026

10.25	Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc. and PAVE Education Pte. Ltd.	10-K	001-42515	10.25	March 18, 2026

10.26	Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc. and PAVE Education Pte. Ltd.	10-K	001-42515	10.26	March 18, 2026

10.27	Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc. and V-Cube Inc.	10-K	001-42515	10.27	March 18, 2026

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Langhorne, Pennsylvania, on July 17, 2025.

TEN Holdings, Inc. By: /s/ Randolph Wilson Jones III Randolph Wilson Jones III CEO and Director (Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Randolph Wilson Jones III as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) under the Securities Act of 1933 increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy, and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Randolph Wilson Jones III	CEO and Director	July 17, 2025
Name: Randolph Wilson Jones III	(Principal Executive Officer)
/s/ Virgilio D. Torre	Chief Financial Officer	July 17, 2025
Name: Virgilio D. Torre	(Principal Accounting and Financial Officer)
/s/ Naoaki Mashita	Director	July 17, 2025
Name: Naoaki Mashita

II-7

10.28	Extension Agreement for Loan Conditions, dated December 31, 2025, by and between TEN Events Inc. and Noaoki Mashita	10-K	001-42515	10.28	March 18, 2026

10.29	Corporate Support and Funding Agreement, dated March 18, 2026, by and between V-Cube, Inc. and the Registrant	10-K	001-42515	10.29	March 18, 2026

21.1	Subsidiaries	S-1	333-282621	21.1	October 11, 2024

23.1	Consent of AssentSure PAC	-	-	-	Filed herewith.

23.2*	Consent of Polsinelli PC (included in Exhibit 5.1)	-	-	-	-

24.1	Power of Attorney (included on the signature page hereof)	-	-	-	Filed 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

107.1	Filing Fee Table				Filed herewith

*	To be filed by amendment.
+	The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon its request.
†	This exhibit constitutes a management contract or compensatory plan or arrangement.

(b) Financial Statement Schedules.

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in our consolidated financial statements and notes thereto.

Item 17. Undertakings

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(i) The undersigned registrant hereby undertakes that:

	(i)	For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

	(ii)	For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Langhorne, State of Pennsylvania, on April 6, 2026.

TEN HOLDINGS, INC.

/s/ Randolph Wilson Jones III
Randolph Wilson Jones III
Chief Executive Officer
(Principal Executive Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Randolph Wilson Jones III, as his or her true and lawful attorney-in-fact and agent, with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, and to him, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Randolph Wilson Jones III	Director and Chief Executive Officer	April 6, 2026
Randolph Wilson Jones III	(Principal Executive Officer)

/s/ Virgilio D. Torres	Director, Chief Financial Officer and Secretary	April 6, 2026
Virgilio D. Torres	(Principal Financial and Accounting Officer)

/s/ Christina Maldonado	Director	April 6, 2026
Christina Maldonado

/s/ Yuji Ishida	Director	April 6, 2026
Yuji Ishida

/s/ Gan Yong Sheng	Director	April 6, 2026
Gan Yong Sheng

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Filing Compare · TEN Holdings, Inc.