Overview
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- TickerXHLD on Nasdaq1
- IndustryServices-Business Services, NEC1
- HeadquartersLanghorne, Pennsylvania1
- Incorporated inNV2
- Business address1170 Wheeler Way, Langhorne, Pa 190472
- Filer category, Emerging growth company2
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66.7% and 64.6% of our total revenue, respectively. Such largest customer is not our related party.3 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
What sells
Revenue by product, business segment and region, as the company reports it to the SEC.
Products and services
Delivered Events Virtual And Hybrid brought in 88% of the revenue TEN Holdings, Inc. broke down this way in fiscal 2025.
Products and services by year
| Products and services | 2024 | 2025 |
|---|---|---|
| Delivered Events Virtual And Hybrid | $3.2M | $2.7M |
| Delivered Events Physical | $285.0K | $367.0K |
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue21¢$663.0K
- Other costs71¢$2.2M
- Interest8¢$241.0K
Out of $3.1M in revenue.4 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Revenue - Related party | $3.1M | $3.4M |
| Cost of revenue | -$663.0K | -$652.0K |
| Gross profit | $2.4M | $2.9M |
| Selling, General and Administrative Expenses - Related party | $15.3M | $5.3M |
| Depreciation expenses | $591.0K | $190.0K |
| Total operating expenses | $15.9M | $5.6M |
| Loss from operations | -$13.4M | -$2.7M |
| Other expenses, net | -$1.6M | -$30.0K |
| Impairment loss | -$4.2M | |
| Interest expenses, net | -$284.0K | -$210.0K |
| Loss before income taxes | -$19.5M | -$3.0M |
| Net Loss | -$19.5M | -$3.0M |
| Net loss per share attributable to common stockholders, basic | -$8.58 | -$1.78 |
| Net loss per share attributable to common stockholders, diluted | -$8.58 | -$1.78 |
| Weighted-average number of shares of common stock outstanding used to compute net loss per share, basic | 2.3M shares | 1.7M shares |
| Weighted-average number of shares of common stock outstanding used to compute net loss per share, diluted | 2.3M shares | 1.7M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 5 fiscal years (annual) or 5 quarters (quarterly), latest first.4
| Period ending | 2025-12-31 | 2024-12-31 | 2024-07-31 | 2024-01-31 | 2023-12-31 |
|---|---|---|---|---|---|
| Cash and cash equivalents | $1.6M | $48.0K | |||
| Accounts receivable, net | $635.0K | $515.0K | |||
| Prepaid expenses and other current assets | $2.8M | $1.2M | |||
| Total Current Assets | $10.4M | $1.8M | |||
| Property and equipment, net | $172.0K | $219.0K | |||
| Operating lease right-of-use assets, net | $455.0K | $530.0K | |||
| Intangible assets, net | $3.9M | ||||
| Other assets | $914.0K | ||||
| Total Non-current Assets | $1.5M | $4.6M | |||
| Total Assets | $12.0M | $6.4M | |||
| Trade accounts payable | $284.0K | $561.0K | |||
| Other payable and accrued expenses | $1.9M | $970.0K | |||
| Deferred revenue | $430.0K | $147.0K | $275.0K | ||
| Current portion of operating lease liabilities | $80.0K | $71.0K | |||
| Total Current Liabilities | $7.3M | $7.5M | |||
| Non-current operating lease liabilities | $422.0K | $502.0K | |||
| Total Non-current Liability | $422.0K | $502.0K | |||
| Total Liabilities | $7.7M | $8.0M | |||
| Additional paid-in capital | $25.7M | $322.0K | |||
| Accumulated deficit | -$21.4M | -$1.9M | |||
| Total Stockholders Equity | $4.3M | -$1.6M | $1.1M | ||
| Total Liabilities & Stockholders Equity | $12.0M | $6.4M | |||
| Preferred stock, par value | $0.00 | $0.00 | |||
| Preferred stock, shares authorized | 1.0M shares | 1.0M shares | |||
| Preferred stock, shares issued | 0 shares | 0 shares | |||
| Preferred stock, shares outstanding | 0 shares | 0 shares | |||
| Common stock, par value | $0.00 | $0.00 | $0.00 | $0.00 | |
| Common stock, shares authorized | 250.0M shares | 250.0M shares | |||
| Common stock, shares issued | 4.0M shares | 1.7M shares | 100 shares | ||
| Common stock, shares outstanding | 4.0M shares | 1.7M shares | 50.0M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2024-07-31 | 2024-01-31 | 2023-12-31 |
|---|---|---|---|---|---|
| Cash and cash equivalents | $1.6M | $48.0K | |||
| Accounts receivable, net | $635.0K | $515.0K | |||
| Prepaid expenses and other current assets | $2.8M | $1.2M | |||
| Total Current Assets | $10.4M | $1.8M | |||
| Property and equipment, net | $172.0K | $219.0K | |||
| Operating lease right-of-use assets, net | $455.0K | $530.0K | |||
| Intangible assets, net | $3.9M | ||||
| Other assets | $914.0K | ||||
| Total Non-current Assets | $1.5M | $4.6M | |||
| Total Assets | $12.0M | $6.4M | |||
| Trade accounts payable | $284.0K | $561.0K | |||
| Other payable and accrued expenses | $1.9M | $970.0K | |||
| Deferred revenue | $430.0K | $147.0K | $275.0K | ||
| Current portion of operating lease liabilities | $80.0K | $71.0K | |||
| Total Current Liabilities | $7.3M | $7.5M | |||
| Non-current operating lease liabilities | $422.0K | $502.0K | |||
| Total Non-current Liability | $422.0K | $502.0K | |||
| Total Liabilities | $7.7M | $8.0M | |||
| Additional paid-in capital | $25.7M | $322.0K | |||
| Accumulated deficit | -$21.4M | -$1.9M | |||
| Total Stockholders Equity | $4.3M | -$1.6M | $1.1M | ||
| Total Liabilities & Stockholders Equity | $12.0M | $6.4M | |||
| Preferred stock, par value | $0.00 | $0.00 | |||
| Preferred stock, shares authorized | 1.0M shares | 1.0M shares | |||
| Preferred stock, shares issued | 0 shares | 0 shares | |||
| Preferred stock, shares outstanding | 0 shares | 0 shares | |||
| Common stock, par value | $0.00 | $0.00 | $0.00 | $0.00 | |
| Common stock, shares authorized | 250.0M shares | 250.0M shares | |||
| Common stock, shares issued | 4.0M shares | 1.7M shares | 100 shares | ||
| Common stock, shares outstanding | 4.0M shares | 1.7M shares | 50.0M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$19.5M | -$3.0M |
| Depreciation and amortization | $591.0K | $190.0K |
| Non-cash lease expenses | $75.0K | $71.0K |
| Non-cash interest expenses | $241.0K | $218.0K |
| Stock-based compensation | $4.9M | |
| Loss on extinguishment of debt | $1.6M | |
| Impairment loss on intangible assets | $4.2M | |
| Accounts receivable | -$120.0K | -$156.0K |
| Prepaid expenses and other current assets | -$1.5M | -$90.0K |
| Income tax receivable | $91.0K | |
| Other assets | -$914.0K | |
| Accounts payable | -$291.0K | -$85.0K |
| Payable due to related party | -$156.0K | $108.0K |
| Other payable and accrued expenses | $693.0K | $326.0K |
| Deferred revenue | $282.0K | -$127.0K |
| Operating lease liabilities | -$71.0K | -$63.0K |
| Net cash used in operating activities | -$10.1M | -$2.5M |
| Purchase of property and equipment | -$38.0K | |
| Purchase of capitalized internal-use software | -$850.0K | -$999.0K |
| Net cash used in investing activities | -$850.0K | -$1.0M |
| Proceeds from short-term loans - Related party | $2.8M | $4.2M |
| Repayments of short-term loans - Related party | -$2.0M | |
| Proceeds from issuance of shares | $11.9M | |
| Payment for Issuance of shares in settlement of claims | -$254.0K | |
| Payment for deferred offering costs | -$1.0M | |
| Net cash provided by financing activities | $12.5M | $3.2M |
| Net change in cash and cash equivalents | $1.6M | -$309.0K |
| Settlement of debt through issuance of common stock | $1.9M | |
| Conversion of promissory note | $317.0K | |
| Capital contribution | $5.4M |
No quarter-by-quarter statement was filed.
Corporate structure
TEN Holdings, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of TEN Holdings, Inc.
- V-cube, Inc. Filed SCHEDULE 13G on TEN Holdings, Inc., latest May 13, 2025
- TEN Holdings, Inc. Langhorne, Pennsylvania
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What TEN Holdings, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $524.0K4 Dec 31, 2025 | $524.0K4 Dec 31, 2024 | 0% |
| Accumulated depreciation | $352.0K4 Dec 31, 2025 | $305.0K4 Dec 31, 2024 | +15.4% |
| Property and equipment, net | $172.0K4 Dec 31, 2025 | $219.0K4 Dec 31, 2024 | −21.5% |
| Operating-lease assets (leased space) | $455.0K4 Dec 31, 2025 | $530.0K4 Dec 31, 2024 | −14.2% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $1.6M4 Dec 31, 2025 | $48.0K4 Dec 31, 2024 | +3297.9% |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Finite-lived intangibles, gross | $4.9M4 Dec 31, 2025 | $4.0M4 Dec 31, 2024 | +21.1% |
| Accumulated amortization | $680.0K4 Dec 31, 2025 | $136.0K4 Dec 31, 2024 | +400.0% |
| Finite-lived intangibles, net | $3.9M4 Dec 31, 2024 | $3.0M5 Dec 31, 2023 | +28.5% |
Properties, in its own words
Our principal executive office is located in Langhorne, Pennsylvania. Our office space covers an area of approximately 6,050 square feet, with a lease term from January 1, 2020 to December 31, 2026. Our subsidiary, TEN Events, has the option to extend the lease term for another five years by giving written notice to the landlord within six months prior to the expiration of the current lease term. The landlord, GHDLCK LLC, is a company controlled by Karen Kovalcik, the wife of Dave Kovalcik, a director of V-Cube, Inc., our largest stockholder and our related party. We plan to renew the lease in accordance with its terms when needed.
Our subsidiary, TEN Events, rents office space in Los Angeles, California under a lease with an initial term from February 1, 2024 to January 31, 2025, which term has been auto-renewed to January 31, 2027. Such lease will automatically renew for one additional year, each year, immediately following the expiration period of the preceding lease term, unless the lease is terminated by either party by giving the other party at least 60-day’s prior written notice in accordance with the lease agreement. As of the date of this Annual Report, we have no reason to believe that this lease agreement will not be automatically renewed upon the expiration of the current term.
The rest of Item 2
We believe our office space is adequate for the time being. However, there may be a need to secure additional office space in the future, should it serve our requirements.
Item 2 of the 10-K filed Mar 18, 2026.3
Leadership
Who has led TEN Holdings, Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
- Chief executive officerVirgilio Davincy Torres Jul 8, 2026 to now8
- Chief financial officerVirgilio Davincy Torres Dec 10, 2025 to now9
Board members and other officers (11)
- OfficerJohn Michael Orobono Jr. Feb 10, 2025 to Feb 10, 202510
- OfficerRandolph Wilson Jones Iii. Feb 10, 2025 to Feb 10, 202511
- Board memberChristina Maegan Maldonado Mar 27, 2026 to now12
- Board memberYuji Ishida Mar 27, 2026 to now13
- Board memberJia Jin Kevin Cheong Aug 6, 2026 to now14
- Board memberYee Won Hiew Sep 25, 2026 to now15
- Board memberJohn Michael Orobono Jr. Feb 10, 2025 to Feb 10, 202510
- Board memberJustin Joseph Sherrock Feb 10, 2025 to Feb 10, 202516
- Board memberNaoaki Mashita Feb 10, 2025 to Feb 10, 202517
- Board memberRandolph Wilson Jones Iii. Feb 10, 2025 to Feb 10, 202511
- Board memberVirgilio Davincy Torres Dec 10, 2025 to now9
Timeline
- Oct 5, 20268-K Entered a material agreement; Executive or director change18
- Sep 16, 20268-K Executive or director change; Other events19
- Sep 4, 20268-K Executive or director change20
- Sep 2, 20268-K Listing notice or transfer21
- Aug 10, 20268-K Results of operations22
- Jul 24, 20268-K Ended a material agreement; Executive or director change23
- Jul 20, 20268-K Listing notice or transfer24
- Jul 16, 20268-K Executive or director change25
- Jul 8, 2026New chief executive Virgilio Davincy Torres becomes CEO8
- Jun 26, 20268-K Entered a material agreement; Regulation FD disclosure26
- May 26, 20268-K Entered a material agreement; Listing notice or transfer; Unregistered sale of shares27
- May 8, 20268-K Executive or director change28
- Mar 18, 20268-K Results of operations29
Calendar
Coming up
- Nov 9, 2026Reports results for the quarter ending Sep/202630
When it reported results
- Aug 10, 2026Reported quarterly or annual results22
- Mar 18, 2026Reported quarterly or annual results29
- Aug 14, 2025Reported quarterly or annual results31
- May 20, 2025Reported quarterly or annual results32
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
115 filings to the SEC since October 2021: 3 annual reports, 5 quarterly reports, 34 major events, 16 insider forms, 1 large holders, 56 other. The latest 20:
- Oct 8, 20263 EDGAR
- Oct 5, 20268-K EDGAR
- Sep 25, 20263 EDGAR
- Sep 17, 2026DEFA14A EDGAR
- Sep 16, 20268-K EDGAR
- Sep 10, 2026ARS/A EDGAR
- Sep 10, 202610-K/A EDGAR
- Sep 10, 2026ARS EDGAR
- Sep 10, 2026DEF 14A EDGAR
- Sep 10, 2026DEFA14A EDGAR
- Sep 4, 20268-K EDGAR
- Sep 2, 20268-K EDGAR
- Aug 10, 20268-K EDGAR
- Aug 10, 202610-Q EDGAR
- Aug 7, 2026424B3 EDGAR
- Aug 6, 2026EFFECT EDGAR
- Aug 6, 20263 EDGAR
- Jul 24, 2026S-3 EDGAR
- Jul 24, 20268-K EDGAR
- Jul 20, 20268-K EDGAR
The 115 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
4 open-market trades by officers, directors and large owners since October 2021: 4 buys and 0 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Mar 12, 2025 | Price David RichardDirector | Buy | 10,000 | $0.49 | $4.9K | Form 4 |
| Mar 3, 2025 | Price David RichardDirector | Buy | 1,500 | $1.27 | $1.9K | Form 4 |
| Feb 28, 2025 | Price David RichardDirector | Buy | 1,500 | $1.23 | $1.8K | Form 4 |
| Feb 27, 2025 | Price David RichardDirector | Buy | 3,000 | $1.23 | $3.7K | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- V-cube, Inc.SCHEDULE 13G, 1 filing May 13, 202533
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2025 | Randolph Wilson Jones IIIFormer Chief Executive Officer and Director | $300.0K | $395.3K34 | |
| 2025 | Virgilio D. TorresChief Executive Officer, Chief Financial Officer, Secretary and Director | 37 | $265.0K | $353.8K34 |
| 2025 | John M. Orobono Jr.Former Chief Financial Officer, Secretary and Director | $220.0K | $265.0K34 | |
| 2024 | Randolph Wilson Jones IIIFormer Chief Executive Officer and Director | $298.1K | $4.8M34 | |
| 2024 | John M. Orobono Jr.Former Chief Financial Officer, Secretary and Director | $162.1K | $1.1M34 |
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| UBS Group AG | 26,050 | $49.2K | 0.0% | +20,442 |
| Geode Capital Management, LLC | 17,998 | $34.0K | 0.0% | −12,770 |
| XTX Topco Ltd | 16,320 | $30.8K | 0.0% | +6,050 |
| Jane Street Group, LLC | 14,463 | $27.3K | 0.0% | +3,375 |
| Tower Research Capital LLC (TRC) | 3,572 | $6.8K | 0.0% | +608 |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How TEN Holdings, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARTEN Holdings, Inc.1
- CIK0002030954
- Employer ID (EIN)99-12917253
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company3
- Incorporated inNevada3
- Fiscal year endsDecember 311
- Industry code (SIC)7389 Services-Business Services, NEC1
- SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
- Business address1170 Wheeler Way, Langhorne, PA 190471
- Phone1.800.909.95981
- Shares outstanding11,977,443 as of Aug 5, 20267
- Public float$4.8M as of Jun 30, 20253
- AuditorAssentSure PAC, Singapore PCAOB ID 6783; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceJul 25, 20241
- Filings115 in all: 8-K (31), S-1/A (12), 3 (11), CORRESP (8), UPLOAD (6), 10-Q (5), 4 (4), EFFECT (4)1
All 32 form types
8-K/A (3), S-1 (3), 10-K (2), 424B3 (2), 424B4 (2), DEF 14C (2), DEFA14A (2), PRE 14C (2), 10-K/A (1), 4/A (1), 8-A12B (1), ARS (1), ARS/A (1), CERT (1), DEF 14A (1), DRS (1), DRS/A (1), DRSLTR (1), FWP (1), NT 10-Q (1), S-1MEF (1), S-3 (1), S-8 (1), SCHEDULE 13G (1)
- Latest filingsAnnual report (10-K) Mar 18, 2026
Quarterly report (10-Q) Aug 10, 2026
Proxy statement (DEF 14A) Sep 10, 2026
Latest 8-K (8-K) Oct 5, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock | XHLD | The Nasdaq Stock Market LLC |
From the cover page of the 10-K filed Mar 18, 2026 (Section 12(b) of the Exchange Act).3
Risk factors and legal proceedings
The risks TEN Holdings, Inc. names in Item 1A of its 10-K filed Mar 18, 2026: 41 risks under these headings, as written.3
- We incurred losses and had negative cash flows from operations for the years ended December 31, 2025, which raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to generate positive operating cash flows and raise additional capital significant enough to result in operating profitability.
- Our business depends on our ability to attract new customers and retain and provide services to existing customers. Any decline in customer acquisition or retention would harm our business.
- Any decline in demand for our services or platform could harm our business.
- The experience of our customers depends upon the interoperability of our platform across technologies that we do not control, and if we are not able to maintain and expand our relationships with third parties in order to integrate our platform with their products, our business may be harmed.
- We may not be able to respond to rapid technological changes, extend our platform or develop new features.
- We plan to incorporate AI technologies into some of our products and services, which may present operational and reputational risks.
- Interruptions in our services caused by undetected errors, failures, or bugs in our platform or services could harm our reputation and result in significant costs to us.
- Competition in our markets is intense, and if we do not compete effectively, our operating results could be harmed.
- The failure to effectively develop and expand our marketing and sales capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our platform.
- Our largest customer generates a significant portion of our revenue, and interruption in operations of such significant customer may have an adverse effect on our business, financial condition, and results of operations.
- We may be dependent on a limited number of suppliers and any disruption to the relationships with the major suppliers may have material adverse effects on our business.
- Our results of operations are subject to seasonal fluctuations.
The other 29 risks
- Our business and results of operations may be harmed by the misconduct of authorized employees that have access to important assets of our Company such as bank accounts and confidential information.
- Interruptions, delays or outages in service from the data centers we use for our technology or infrastructure could impair the delivery and the functionality of our services, which may harm our business.
- Cybersecurity incidents could disrupt our business operations, result in the loss of critical and confidential information, adversely impact our reputation, and harm our business.
- If we fail to manage our growth or execute our strategies and future plans effectively, we may not be able to take advantage of market opportunities or meet the demand of our customers.
- If we fail to attract, recruit, or retain our key personnel, including our executive officers, senior management, and key employees, our ongoing operations and growth could be affected.
- We may not maintain adequate insurance, which could expose us to significant costs and business disruption.
- We may expand through acquisitions of, investments in, or strategic partnerships or other strategic transactions with, other companies, each of which may divert our management’s attention, result in additional dilution to our stockholders, increase expenses, disrupt our operations, and harm our results of operations.
- Our previous performance may not be sustainable or indicative of our future financial outcomes, and there is no assurance that we will be able to achieve the same level of financial performance in the future.
- Adverse or weakened general economic and market conditions may cause a reduction in customer demand, which could harm our revenue, results of operations, and cash flows.
- Our business could be disrupted by catastrophic events.
- The actual or perceived failure by us, our customers, partners or vendors to comply with stringent and evolving laws and regulations, industry standards, policies, and contractual obligations relating to privacy, data protection, information security, and other matters could harm our reputation and business and subject us to significant fines and liability.
- We are subject to a variety of U.S. and international laws and regulations, compliance with which could impair our ability to compete and non-compliance with which may result in claims, fines, penalties, and other consequences, all of which could adversely impact our operations, business, or performance.
- Non-compliance with laws and regulations on the part of any third parties with which we conduct business could expose us to legal expenses, compensation to third parties, penalties, and disruptions of our business, which may adversely affect our results of operations and financial performance.
- Failure to protect intellectual property rights could adversely affect our business.
- Third parties may claim that we infringe their proprietary intellectual property rights, which could cause us to incur significant legal expenses and prevent us from promoting our services.
- We may from time to time be subject to claims, controversies, lawsuits, and legal proceedings, which could adversely affect our business, prospects, results of operations, and financial condition.
- We are subject to various U.S. anti-corruption laws, and any failure to comply with such laws, and any laws to which we may become subject, whether in existence now or hereafter, could harm our business, financial condition, and results of operations.
- The price of our common stock could be subject to rapid and substantial volatility.
- By issuing preferred stock, we may be able to delay, defer or prevent a change of control.
- Anti-takeover provisions in our articles of incorporation and bylaws and under Nevada law could prevent or delay an acquisition of us, which may be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management.
- Our articles of incorporation designate the Supreme Court of the State of Nevada as the exclusive forum for certain types of actions and proceedings, which could limit a stockholder’s ability to choose the judicial forum for disputes with the Company or its directors, officers or employees.
- If we fail to implement and maintain an effective system of internal controls, we may fail to meet our reporting obligations or be unable to accurately report our results of operations or prevent fraud, and investor confidence and the market price of our common stock may be materially and adversely affected.
- We bear substantial increased costs as a result of being a public company.
- Failure to comply with the Nasdaq Capital Market continued listing requirements may result in our common stock being delisted from the Nasdaq Capital Market.
- Future equity offerings or other equity issuances of us could further dilute common stock.
- If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our common stock, the price of our common stock and trading volume could decline.
- We are no longer a “controlled company” within the meaning of the Nasdaq listing rules. However, we will continue to rely on certain exemptions from certain corporate governance requirements during a transition period that could adversely affect our public stockholders.
- 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.
- We currently have a substantial number of shares of common stock subject to potential issuance associated with our Equity Line of Credit (“ELOC”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”). The issuance or sale of shares under our ELOC would substantially increase the number of shares outstanding and result in dilution to our security holders. This might substantially decrease the market price of our common stock.
Legal proceedings
On October 27, 2025, the Company received a grand jury subpoena from the U.S. Attorney’s Office in connection with an investigation in the Southern District of New York. The subpoena calls for the production of documents relating to the Company’s initial public offering. The Company has produced records in response to that grand jury subpoena. On October 28, 2025, the Company learned that the SEC is conducting a related investigation pursuant to its authority. On March 10, 2026, the Company received a subpoena for documents from the SEC, which also calls for the production of documents related to the Company’s initial public offering and other items. The Company intends to fully cooperate with both investigations and comply with its obligations under the subpoenas. It is not possible at this time to predict when the investigations will be resolved, the outcome of the investigations, or their potential impact on the Company.
The opening of Item 3, Legal Proceedings.3
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 10SEC EDGARJohn Michael Orobono Jr., Officer
- 11SEC EDGARRandolph Wilson Jones Iii., Officer
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- 13SEC EDGARYuji Ishida, Board member
- 14SEC EDGARJia Jin Kevin Cheong, Board member
- 15SEC EDGARYee Won Hiew, Board member
- 16SEC EDGARJustin Joseph Sherrock, Board member
- 17SEC EDGARNaoaki Mashita, Board member
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- 20SEC EDGARExecutive or director change
- 21SEC EDGARListing notice or transfer
- 22SEC EDGARResults of operations
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- 24SEC EDGARListing notice or transfer
- 25SEC EDGARExecutive or director change
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- 28SEC EDGARExecutive or director change
- 29SEC EDGARResults of operations
- 30NasdaqNasdaq calendar
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