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What changed in TEN Holdings, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of TEN Holdings, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+224 added−284 removedSource: 10-K (2026-03-18) vs 10-K (2025-03-28)

Top changes in TEN Holdings, Inc.'s 2025 10-K

224 paragraphs added · 284 removed · 174 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

59 edited+9 added−15 removed47 unchanged
Biggest changeFiscal year of Number of employees by Type Full-time Part-time Contract 2024 38 0 0 Number of employees by Function Fiscal year of Management and Administration Shared Service (Finance/IT) Sales and Marketing Development 2024 20 4 6 8 Number of employees by Location Fiscal year of California Colorado North Carolina Pennsylvania 2024 3 2 1 32 Material Contracts Within the preceding two years from the date of this annual report, we have not entered into any material contracts, other than those contracts entered into for providing services to our customers in the ordinary course of our business, or as discussed elsewhere in this annual report.
Biggest changeNumber of employees by Type Fiscal year of Full-time Part-time Contract 2025 25 0 0 Number of employees by Function Fiscal year of Management and Administration Shared Service (Finance/IT) Sales and Marketing Development 2025 15 2 6 2 Number of employees by Location Fiscal year of California Colorado North Carolina Pennsylvania 2025 3 1 1 20 9 Insurance We maintain certain insurance policies to safeguard against risks and unexpected events.
We are also subject to various U.S. and international regulations on copyrights and intellectual properties. For instance, the Digital Millennium Copyright Act (the “DMCA”) regulates the distribution and storage of digital content to protect intellectual property rights. As we offer a library for downloading videos, we are required adhere to the provisions of the DMCA.
We are also subject to various U.S. and international regulations on copyrights and intellectual properties. For instance, the Digital Millennium Copyright Act (the “DMCA”) regulates the distribution and storage of digital content to protect intellectual property rights. As we offer a library for downloading videos, we are required to adhere to the provisions of the DMCA.
Other than our largest suppliers that accounted for more than 10% of our total purchases, we do not rely heavily on any of the remaining suppliers to provide core services to our customers, and, in the event that we lose any of those suppliers, we believe that we will be able to find a replacement of appropriate service capacity at reasonable costs, due to the low concentration and high competitiveness of the services provided by those suppliers.
Other than our largest supplier that accounted for more than 10% of our total purchases, we do not rely heavily on any of the remaining suppliers to provide core services to our customers, and, in the event that we lose any of those suppliers, we believe that we will be able to find a replacement of appropriate service capacity at reasonable costs, due to the low concentration and high competitiveness of the services provided by those suppliers.
We prioritize employee development and continuous learning through training programs, guided career progression paths, and mentorship. For employee retention, we focus on employee engagement with team-building activities, flexible work options, and an inclusive corporate culture. Our subsidiary, TEN Events, Inc., enters into employment agreements with each of the employees. There is no collective bargaining agreement that covers our employees.
We prioritize employee development and continuous learning through training programs, guided career progression paths, and mentorship. For employee retention, we focus on employee engagement with team-building activities, flexible work options, and an inclusive corporate culture. Our subsidiary, TEN Events, enters into employment agreements with each of the employees. There is no collective bargaining agreement that covers our employees.
Our research and development efforts are undertaken to deliver long-term benefits, such as enhancing our competitive edge, and ensuring our long-term growth and sustainability. 7 Intellectual Property As of the date of this annual report, we have registered the following intellectual properties: ten domain names, including tenevents.com, theeventsnetwork.com, theeventsnetworks.com, tenholdingsinc.com, teneventsproductions.com, tenevents.link, tenevents.net, tenevents.org, tenevents.co, and teneventsmarketing.com.
Our research and development efforts are undertaken to deliver long-term benefits, such as enhancing our competitive edge, and ensuring our long-term growth and sustainability. Intellectual Property As of the date of this Annual Report, we have registered the following intellectual properties: ten domain names, including tenevents.com, theeventsnetwork.com, theeventsnetworks.com, tenholdingsinc.com, teneventsproductions.com, tenevents.link, tenevents.net, tenevents.org, tenevents.co, and teneventsmarketing.com.
Under 17 U.S.C. § 512(c), we need to implement measures to handle take-down notices in the event of alleged copyright infringement. This may involve designating an agent to receive notifications of claimed infringement, and promptly removing or disabling access to the infringing content upon receipt of a valid take-down notice.
Under 17 U.S.C. § 512(c), we need to implement measures to handle take-down notices in the event of alleged copyright infringement. This may involve designating an agent to receive notifications of claimed infringement, and promptly removing or disabling access to the infringing content upon receipt of a valid take-down notice. 11
For our research and development efforts, see “—Research and Development.” Event Production Experience and Expertise We started operating our business in May 2011 and have accumulated over a decade of event planning, production, and broadcasting experience. Our virtual and hybrid events include a wide range of events, including conferences, marketing events, product launches, trainings, investor and shareholder meetings.
For our research and development efforts, see “Research and Development.” Event Production Experience and Expertise We started operating our business in May 2011 and have accumulated over a decade of event planning, production, and broadcasting experience. Our virtual and hybrid events include a wide range of events, including conferences, marketing events, product launches, trainings, investor and shareholder meetings.
Following successful validation, we will prepare to launch the products onto the market. Our research and development efforts are focused on integrating emerging technologies, such as artificial intelligence, developing features that offer superior attendee experiences, enhancing attendee engagement, and providing robust data analytics.
Following successful validation, we will prepare to launch the products onto the market. 8 Our research and development efforts are focused on integrating emerging technologies, such as artificial intelligence, developing features that offer superior attendee experiences, enhancing attendee engagement, and providing robust data analytics.
While it is difficult to ascertain how demand will evolve, we expect that future webcasting services will shift towards (i) enhanced event attendee interactivity, engagement and networking opportunities; (ii) integration of emerging technologies, such as artificial intelligence, machine learning, and augmented reality technologies; (iii) adoption of advanced data analytics to measure event success, understand attendee behavior, and improve future events; (iv) accessibility to global audiences without geographical limitations; and (v) greater customization and flexibility of webcasting solutions. 1 Our Competitive Strengths We believe the following competitive advantages are essential for our success and differentiate us from our competitors.
While it is difficult to ascertain how demand will evolve, we expect that future webcasting services will shift towards (i) enhanced event attendee interactivity, engagement and networking opportunities; (ii) integration of emerging technologies, such as artificial intelligence, machine learning, and augmented reality technologies; (iii) adoption of advanced data analytics to measure event success, understand attendee behavior, and improve future events; (iv) accessibility to global audiences without geographical limitations; and (v) greater customization and flexibility of webcasting solutions. 2 Our Competitive Strengths We believe the following competitive advantages are essential for our success and differentiate us from our competitors.
For further details on our platform, see “—Our Services—Virtual and Hybrid Events.” In addition to these features, our Company is committed to continuously improving our platform’s capabilities and meeting evolving customer needs, by conducting research and development.
For further details on our platform, see “Our Services – Virtual and Hybrid Events.” In addition to these features, our Company is committed to continuously improving our platform’s capabilities and meeting evolving customer needs, by conducting research and development.
Our virtual and hybrid events and physical events include a variety of event types, collectively, including on-site studio broadcasts, hybrid events from in-person locations, fully virtual webcam-based events, simulated live events (pre-recorded content played back at a scheduled time), and asynchronous video-on-demand events. 2 Virtual and Hybrid Events Our virtual and hybrid events include various event purposes, such as conferences, marketing events, product launches, training, and investor and shareholder meetings.
Our virtual and hybrid events and physical events include a variety of event types, collectively, including on-site studio broadcasts, hybrid events from in-person locations, fully virtual webcam-based events, simulated live events (pre-recorded content played back at a scheduled time), and asynchronous video-on-demand events. 3 Virtual and Hybrid Events Our virtual and hybrid events include various event purposes, such as conferences, marketing events, product launches, training, and investor and shareholder meetings.
The main online channels include social media marketing on platforms, such as LinkedIn, Twitter, Facebook, and Instagram, online content publications, such as blogs and case studies, targeted email marketing, online advertising campaigns, and corporate website customization for search engines. Our sales strategies focus on leveraging multiple sales channels and personalized approaches to attract and retain customers.
The main online channels we utilize include social media marketing on platforms, such as LinkedIn, Twitter, Facebook, and Instagram, online content publications, such as blogs and case studies, targeted email marketing, online advertising campaigns, and corporate website customization for search engines. Our sales strategies focus on leveraging multiple sales channels and personalized approaches to attract and retain customers.
In addition to these contractual measures, we also rely on a combination of our registered domain names and other intellectual property that we may acquire to protect our brand and our intellectual property. Employees We strive to attract, recruit, and retain talents through our compensation and benefit programs, learning and development opportunities that support career advancement.
In addition to these contractual measures, we also rely on a combination of our registered domain names and other intellectual property that we may acquire to protect our brand and our intellectual property. Employees We strive to attract, recruit, and retain talent through our compensation and benefit programs and learning and development opportunities that support career advancement.
We conduct all research and development activities in-house, ensuring alignment with our strategic goals and maintaining control over the innovation process, and have approximately eight research and development specialists, as of the date of this annual report. Our research and development efforts are guided by the stages of product development and the software development life cycle.
We conduct all research and development activities in-house, ensuring alignment with our strategic goals and maintaining control over the innovation process, and have approximately two research and development specialists, as of the date of this Annual Report. Our research and development efforts are guided by the stages of product development and the software development life cycle.
We believe the attraction, development and retention of skilled professionals contribute to our long-term success. To attract talent, we endeavor to offer competitive compensation package. In addition to cash compensation, we offer complementary benefits, including performance-based bonuses, medical, dental and vision benefits plans, and 401k retirement plans.
We believe the attraction, development and retention of skilled professionals contribute to our long-term success. To attract talent, we endeavor to offer competitive compensation packages. In addition to cash compensation, we offer complementary benefits, including performance-based bonuses, medical, dental and vision benefits plans, and 401k retirement plans.
Our privacy policy regulates the information we collect (for instance, name, address, email address, phone number) and how we may use it. According to our privacy policy, we will not sell or otherwise disclose personal information of our webcast visitors.
Our privacy policy regulates applicable information we collect (for instance, name, address, email address, phone number) and how we may use it. According to our privacy policy, we will not sell or otherwise disclose personal information of our webcast visitors.
Images of examples of our virtual and hybrid event portals 3 Our virtual and hybrid events can be tailored to satisfy each customer’s requirements based on their capabilities and levels of expertise.
Images of examples of our virtual and hybrid event portals 4 Our virtual and hybrid events can be tailored to satisfy each customer’s requirements based on their capabilities and levels of expertise.
Our Customers Our customers represent a diverse range of industries, mainly including technology firms, healthcare organizations, educational institutions, marketing and advertising agencies, as well as nonprofits and associations.
Our Customers Our customers represent a diverse range of industries, mainly including professional services firms, technology firms, healthcare organizations, educational institutions, marketing and advertising agencies, as well as nonprofits and associations.
Sales and Marketing We promote our business and engage with potential customers through various offline and online channels. The main offline channels for us to identify and obtain business opportunities include participation in industry conferences, trade shows, and networking events, such as Event Tech Live, Streaming Media East, NIRI Annual Conference, as well as referrals from customers.
Sales and Marketing We promote our business and engage with potential customers through various offline and online channels. The main offline channels we use to identify and obtain business opportunities include participation in industry conferences, trade shows, and networking events, such as Event Tech Live, Streaming Media East, NIRI Annual Conference, as well as referrals from existing customers.
During the fiscal year ended December 31, 2024, we did not experience any interruptions of operations or work stoppages due to labor disagreements or disputes. We strive to maintain positive labor relations through open communication and proactive conflict resolution measures. As of December 31, 2024, we had a headcount of 38 full-time employees.
During the fiscal year ended December 31, 2025, we did not experience any interruptions of operations or work stoppages due to labor disagreements or disputes. We strive to maintain positive labor relations through open communication and proactive conflict resolution measures. As of December 31, 2025, we had a headcount of 25 full-time employees.
For example, during the year ended December 31, 2024, we engaged third-party service providers to facilitate accreditation in our continuing education services, provide studio equipment and host hybrid events, and we engaged independent subcontractors to attend live in-person events and facilitate the production and recording process for approximately 25 physical events.
For example, during the year ended December 31, 2025, we engaged third-party service providers to facilitate accreditation in our continuing education services, provide studio equipment and host hybrid events, and we engaged independent subcontractors to attend live in-person events and facilitate the production and recording process for approximately 50 physical events.
The tables below present the number of our employees by type, function, and location for the fiscal year ended December 31, 2024.
The tables below present the number of our employees by type, function, and location for the fiscal year ended December 31, 2025.
We believe the barriers to entry into the domestic and global webcasting industry are high, include, among others, technological, talent, financial and regulatory and localization barriers. The technological barrier must be overcome, because new entrants need to make substantial upfront financial investment to develop a web-streaming platform that satisfies customers’ expectations and is comparable to our platform.
We believe the barriers to entry into the domestic and global webcasting industry are high, including, among other things, technological, talent, financial and regulatory and localization barriers. The technological barrier must be overcome, because new entrants need to make substantial upfront financial investment to develop a web-streaming platform that satisfies customers’ expectations and is comparable to our platform.
For the year ended December 31, 2024, nine of our top ten customers, in terms of our revenue, were repeat customers. 5 Our Suppliers Our major suppliers include cloud service providers, audio-visual equipment manufacturers, and software vendors.
For the year ended December 31, 2025, nine of our top ten customers, in terms of our revenue, were repeat customers. 6 Our Suppliers Our major suppliers include cloud service providers, audio-visual equipment manufacturers, and software vendors.
We strive to comply with the applicable U.S. laws, regulations, policies, and other legal obligations relating to information security to the extent possible. We plan to adhere to international laws, regulations, policies, and other legal obligations related to information security when and if we expand our operations outside the U.S.
We strive to comply with the applicable U.S. laws, regulations, policies, and other legal obligations relating to information security to the extent applicable to our business and as practical. We plan to adhere to international laws, regulations, policies, and other legal obligations related to information security when and if we expand our operations outside the U.S.
The product team then conducts further user acceptance testing to validate the products against the following three key criteria, to determine whether: (i) the products meet customer needs, (ii) the messaging and pricing is aligned to communicate value, and (iii) the Company is prepared to sell, deliver, manage, and support the products.
The product team then conducts further user acceptance testing to validate the products and to determine whether (i) the products meet customer needs, (ii) the messaging and pricing is aligned to communicate value, and (iii) the Company is prepared to sell, deliver, manage, and support the products.
Our fees are primarily determined based on event duration, event complexity, event time, anticipated number of attendees, and customization requirements. For the years ended December 31, 2024 and 2023, the revenue generated from virtual and hybrid events was approximately $3.2 million and $3.5 million, respectively, accounting for approximately 91.9% and 94.8% of our total revenue, respectively.
Our fees are primarily determined based on event duration, event complexity, event time, anticipated number of attendees, and customization requirements. For the years ended December 31, 2025 and 2024, the revenue generated from virtual and hybrid events was approximately $2.7 million and $3.2 million, respectively, accounting for approximately 88.2% and 91.9% of our total revenue, respectively.
We periodically evaluate and update our privacy policy. 9 The regulatory framework for information security worldwide is, and is likely to remain, uncertain for the foreseeable future, and it is possible that these or other actual or alleged obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices.
The regulatory framework for information security worldwide is, and is likely to remain for the foreseeable future, uncertain, and it is possible that these or other actual or alleged obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices.
For the years ended December 31, 2024 and 2023, we had total revenue of approximately $3.5 million and $3.7 million, respectively, and net loss of approximately $3.0 million and $1.7 million, respectively.
For the years ended December 31, 2025 and 2024, we had total revenue of approximately $3.1 million and $3.5 million, respectively, and net loss of approximately $19.5 million and $3.0 million, respectively.
For the years ended December 31, 2024 and 2023, we had approximately 33 and 46 customers, respectively, among which, one customer independently accounted for more than 10% of our total revenue, accounting for approximately 64.6% and 51.1% of our total revenue, respectively. Such largest customer is not our related party.
For the years ended December 31, 2025 and 2024, we had approximately 40 and 33 customers, respectively, among which, one customer independently accounted for more than 10% of our total revenue, accounting for approximately 66.7% and 64.6% of our total revenue, respectively. Such largest customer is not our related party.
Our privacy policy also specifies that we will not collect information from minors who are under 13.
Our privacy policy also specifies that we will not collect information from minors who are under 13. We periodically evaluate and update our privacy policy.
Information Security and Intellectual Property Regulations There are numerous federal, state, local, and international laws and regulations regarding intellectual property, privacy, data protection, information security, and the storing, collecting, sharing, using, processing, transferring, disclosing, and protecting of personal information and other content.
Information Security and Intellectual Property Regulations There are numerous federal, state, local, and international laws and regulations regarding intellectual property, privacy, data protection, information security, and the storing, collection, sharing, use, processing, transferring, disclosure, and protection of personal information and other content.
For the year ended December 31, 2024, one supplier independently accounted for more than 10% of our total purchases, accounting for approximately 17.9% of our total purchases. Such largest supplier is a cloud hosting Platform as a Service that is essential for our platform’s accessibility.
For the years ended December 31, 2025 and 2024, one supplier (Azure) independently accounted for more than 10% of our total purchases, accounting for approximately 12.6% of our total purchases in 2025 and 17.9% of our total purchases in 2024. Such largest supplier is a cloud hosting Platform as a Service (PaaS) that is essential for our platform’s accessibility.
For the years ended December 31, 2024 and 2023, the revenue generated from virtual and hybrid events was approximately $3.2 million and $3.5 million, respectively, accounting for approximately 91.9% and 94.8% of our total revenue, respectively; and the revenue generated from physical events was approximately $0.3 million and $0.2 million, respectively, accounting for approximately 8.1% and 5.2% of our total revenue, respectively.
For the years ended December 31, 2025 and 2024, the revenue generated from virtual and hybrid events was approximately $2.7 million and $3.2 million, respectively, accounting for approximately 88.2% and 91.9% of our total revenue, respectively; and the revenue generated from physical events was approximately $0.4 million and $0.3 million, respectively, accounting for approximately 11.8% and 8.1% of our total revenue, respectively.
We also plan to incorporate more emerging technologies to enhance our platform.
We plan to incorporate more emerging technologies to enhance our TEN Pro platform.
For details on our corporate restructuring, please see “—Corporate History and Structure.” Our physical events include live streaming and video recording of physical events, video editing and production, and a custom on-demand video library for finished video content to be viewed and downloaded. 4 Images of examples of our delivered physical events We charge service fees for providing our physical events.
For details on our corporate restructuring, please see “Corporate History and Structure.” Our physical events include live streaming and video recording of physical events, video editing and production, and a custom on-demand video library for finished video content to be viewed and downloaded.
During the fiscal year ended December 31, 2024, we supported approximately 275 events that collectively attracted approximately 800,000 attendees. Our virtual and hybrid events are enabled by our proprietary Xyvid Pro Platform, which is an internet-based broadcast platform with interactive engagement tools designed to provide web broadcast audiences with a dynamic, interactive, and engaging virtual event experience.
During the fiscal year ended December 31, 2025, we supported approximately 248 events that collectively attracted approximately 525,812 attendees. Our virtual and hybrid events are enabled by our Xyvid Pro & TEN Pro platforms, which are internet-based broadcast platforms with interactive engagement tools designed to provide web broadcast audiences with a dynamic, interactive, and engaging virtual event experience.
Our research and development projects typically span six to 18 months, depending on their complexity and scope. We incurred $128,891.19 and $105,885.55 in research and development expenses for the years ended December 31, 2024 and 2023, respectively.
Our research and development projects typically span six to 18 months, depending on their complexity and scope. We incurred $1.0 million and $0.1 million in research and development expenses for the years ended December 31, 2025 and 2024, respectively.
We plan to integrate a platform-as-a-service (PaaS) model over the next few years. This strategy will involve offering our platform as a subscription-based service, enabling customers to leverage our technology independently. We believe this shift will allow us to cater to a broader range of customers and drive recurring revenue streams.
This strategy will involve offering our platform as a subscription-based service, enabling customers to leverage our technology independently. We believe this shift will allow us to cater to a broader range of customers and drive recurring revenue streams. As of the date of this Annual Report, we are in the development phase of our PaaS offering.
In addition, as of the date of this annual report, we have received Notices of Allowance for two trademarks, TEN Holdings and TEN Events. We plan to submit the Statements of Use for these two trademarks on or before August 25, 2025. We seek to protect our intellectual property rights by relying on intellectual property laws and on contractual measures.
In addition, as of the date of this Annual Report, we have received certificates of approval for two trademarks, TEN Holdings and TEN Events. We seek to protect our intellectual property rights by relying on intellectual property laws and on contractual measures.
Making Strategic Investments and Acquisitions We plan to identify, invest in, partner with, and acquire appropriate businesses that offer complementary advantages to our business, thereby improving overall competitiveness and sustaining growth.
Additionally, we provide managed services in conjunction with a TEN Pro license to further support our customers throughout the year. Making Strategic Investments and Acquisitions We plan to identify, invest in, partner with, and acquire appropriate businesses that offer complementary advantages to our business, thereby improving overall competitiveness and sustaining growth.
Experienced Management Team Our management team has extensive industry and management experience, which reaches approximately 17 years on average for each member. The management team has accumulated comprehensive knowledge in business management, sales, marketing, accounting and finance, and various other matters. Our Services We generate revenue from the provision of virtual and hybrid events and physical events.
The management team has accumulated comprehensive knowledge in business management, sales, marketing, accounting and finance, and various other matters. Our Services We generate revenue from the provision of virtual, hybrid, self-service and physical events.
Virtual and hybrid events 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. Physical events mainly involve live streaming and video recording of physical events. During the fiscal year ended December 31, 2024, most of our revenue was generated from virtual and hybrid events.
Virtual, 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 and TEN Pro platform. Physical events mainly involve live streaming and video recording of physical events.
Insurance We maintain certain insurance policies to safeguard against risks and unexpected events. For example, we have liability insurance that covers the risks against cybersecurity claims, commercial general liability, automobile liability and umbrella coverage, each insurance coverage category subject to limitations as provided by the insurance policies.
For example, we have liability insurance that covers the risks against cybersecurity claims, commercial general liability, automobile liability and umbrella coverage. Each insurance coverage category is subject to limitations as provided by the insurance policies. We believe our current insurance coverage is adequate for our business requirements and is consistent with customary industry practice.
Item 1. Business. Overview We are a provider of event planning, production, and broadcasting services headquartered in Pennsylvania. We mainly produce virtual and hybrid events and physical events. Virtual and hybrid events 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.
TEN Events is a provider of event planning, production, and broadcasting services. TEN Events produces virtual, hybrid, self-service, and physical events. Virtual, 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 and TEN Pro platform.
A number of U.S. federal, state, and international laws and regulations affect our business. The regulatory bodies that regulate our business include the Federal Trade Commission, the U.S. patent and trademark office, state consumer protection agencies, and international regulatory bodies. We may be subject to compliance audits by certain of these authorities.
Regulations Streaming and Video Services Laws and Regulations We operate in the regulated livestreaming and video services industry. A number of U.S. federal, state, and international laws and regulations affect our business. The regulatory bodies that regulate our business include the Federal Trade Commission, the U.S. patent and trademark office, state consumer protection agencies, and international regulatory bodies.
The livestreaming aspect of our business is subject to the U.S. regulations on vulnerable population protections, such as the Rehabilitation Act of 1973 and the Americans with Disabilities Act (the “ADA”). Under these regulations, we are required to provide “auxiliary aids” to individuals with disabilities, which may include captions and audio descriptions.
We may be subject to compliance audits by certain of these authorities. The livestreaming aspect of our business is subject to the U.S. regulations on vulnerable population protections, such as the Rehabilitation Act of 1973 and the Americans with Disabilities Act (the “ADA”).
We believe that such seasonality is mainly because larger corporations tend to organize their major internal gatherings or communications toward the end of calendar quarters, when their operating results may then be available for broader discussion. Regulations Streaming and Video Services Laws and Regulations We operate in the highly regulated livestreaming and video services industry.
Seasonality Our business is generally subject to seasonal fluctuations. We usually generate more revenue in the last month of each calendar quarter. We believe that such seasonality is mainly because larger corporations tend to organize their major internal gatherings or communications toward the end of calendar quarters, when their operating results may then be available for broader discussion.
The Electric Communications Privacy Act governs our electronic communications, mandating the protection and privacy of such data. California has enacted the California Consumer Privacy Act of 2018 (the “CCPA”), which affords consumers expanded privacy protections.
The Electric Communications Privacy Act governs our electronic communications, mandating the protection and privacy of such data.
We cannot provide any assurance that our business will not violate streaming content-related regulations in the future. Such violations, were they to occur, could lead to third-party claims and could materially and adversely affect our business, financial condition, and results of operations. In addition, our livestream business is subject to the Protecting Lawful Streaming Act of 2020.
Such violations, were they to occur, could lead to third-party claims and could materially and adversely affect our business, financial condition, and results of operations. In addition, our livestream business is subject to the Protecting Lawful Streaming Act of 2020. We may face criminal penalties if we willfully, and for commercial advantage or private financial gain, illegally stream copyrighted material.
We experienced decreases in our total revenue and net income in the year ended December 31, 2024, mainly due to loss of a few events that did not repeat in 2024.
We experienced decreases in our total revenue and net income in the year ended December 31, 2025, mainly due to an event series with our biggest customer that took place in the three-month ended March 31, 2024, but did not repeat in the three months ended March 31, 2025.
Our fees are primarily determined based on event duration, event time, anticipated number of on-site technicians, and customization requirements. For the years ended December 31, 2024 and 2023, the revenue generated from physical events was approximately $0.3 million and $0.2 million, respectively, accounting for approximately 8.1% and 5.2% of our total revenue, respectively.
For the years ended December 31, 2025 and 2024, the revenue generated from physical events was approximately $0.4 million and $0.3 million, respectively, accounting for approximately 11.8% and 8.1% of our total revenue, respectively.
When we engage with non-U.S. users, we are subject to international information security regulations such as the General Data Protection Regulation (the “GDPR”) in the European Union (“EU”), which went into effect in May 2018.
California and other U.S. states have also enacted state specific privacy laws and those laws may include civil penalties, private rights of action, and other remedies, if and when applicable to a business. 10 When we engage with non-U.S. users, we may be subject to international information security regulations such as the General Data Protection Regulation (the “GDPR”) in the European Union (“EU”), which went into effect in May 2018.
We believe our current insurance coverage is adequate for our business requirements and is consistent with customary industry practice. We renegotiate and renew our insurance contracts annually. We do not anticipate any difficulty in renewing contracts we currently maintain on the same terms. We have purchased the directors’ and officers’ liability insurance.
We renegotiate and renew our insurance contracts annually. We do not anticipate any difficulty in renewing contracts we currently maintain on the same terms. We have purchased the directors’ and officers’ liability insurance. During the fiscal year ended December 31, 2025, we did not make any material insurance claims in relation to our business.
We currently provide captions and subtitles during our streaming process upon clients’ request and believe that we fully comply with the ADA. We do not have control over the content being streamed, however, as the events streamed are made available on-demand by our clients.
We do not have control over the content being streamed, however, as the events streamed are made available on-demand by our clients. We cannot provide any assurance that our business will not violate streaming content-related regulations in the future.
Growth Strategies We plan to further develop our business through the following growth strategies. Increasing Business Growth Efforts We plan to promote our future business growth by strengthening customer relationships, improving customer loyalty, and increasing our marketing and sales efforts with additional investment in digital marketing and sales team expansion.
Increasing Business Growth Efforts We plan to promote our future business growth by strengthening customer relationships, improving customer loyalty, and increasing our marketing and sales efforts with additional investment in digital marketing and sales team expansion. 7 Enhancing Technology and Innovation In the fourth quarter of 2025, we entered a technical partnership with webinar.net, an Xcyte Digital company, to bring to market our next-generation webcasting platform, TEN Pro.
Physical Events During the fiscal year of 2023, our corporate restructuring resulted in the addition of physical events to our revenue streams.
Physical Events Our physical events started in the fiscal year ended December 31, 2023 as a result of our corporate restructuring.
Due to our dedication to providing quality service and supporting our customers, we believe that we have cultivated a loyal customer base. For the year ended December 31, 2024, nine of our top ten customers, in terms of revenue, were repeat customers.
Due to our dedication to providing quality service and supporting our customers, we believe that we have cultivated 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.
We plan to diversify our service offerings by introducing additional services, such as a self-service webcasting platform for technically proficient customers to manage their own events on a subscription basis. As of the date of this annual report, we are in the ideation phase and anticipate employing additional staff for new service offerings.
Diversifying Service Offerings Our key differentiator has historically been our fully managed services. We primarily produce virtual and hybrid events but also provide physical event services. In the fourth quarter of 2025, we diversified our service offerings by introducing TEN Pro, a self-service webcasting platform designed for enterprise customers seeking to manage their own events on a subscription basis.
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Our Xyvid Pro Platform has the following features: (i) professional audio-visual production, broadcast and presentation; (ii) customizable event designs, that include, but are not limited to, a tailor-made attendee registration system, email communications, web panel for virtual events, event material editing and rendering, as well as virtual meeting room creation and design; (iii) an interoperable platform that is able to integrate and deliver event content to various devices, including Windows, Mac, iOS, and Android, because Xyvid Pro Platform is a web-based application that does not require a software download and is accessible through any modern browser such as Chrome, Edge, Safari, or Firefox, or Brave; (iv) scalable infrastructure that supports events of various sizes from a few attendees to tens of thousands of global audiences, assisted by multi-language captioning and transcription services; (v) event attendee interactivity and engagement tools that are designed to keep attendees engaged through polling, surveys, integration of social media feeds, audience topic response solicitations throughout the presentation, and other engagement tools; and (vi) a technical support function.
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Item 1. Business. Overview TEN Holdings, Inc. (the “Company,” “TEN Holdings,” “we,” “us,” or “our”), 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.
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For the year ended December 31, 2023, one supplier independently accounted for more than 10% of our total purchases, accounting for approximately 27.2% of our total purchases. Such largest supplier is a cloud hosting Platform as a Service that is essential for our platform’s accessibility.
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During the fiscal year ended December 31, 2025, most of our revenue was generated from virtual and hybrid events.
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Within the next three years, we expect to use approximately 20% of the net proceeds we received from our initial public offering (“IPO”) (approximately $2 million for marketing and sales efforts. 6 Enhancing Technology and Innovation We expect to continuously enhance our Xyvid Pro Platform with improved features.
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Images of examples of our delivered physical events 5 We charge service fees for providing our physical events. Our fees are primarily determined based on event duration, event time, anticipated number of on-site technicians, and customization requirements.
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For example, we plan to improve our platform by the following measures: (i) developing new interactive features to increase event attendee engagement, such as adding networking tools and gaming functions, which features are expected to become available in the second quarter of 2025; (ii) incorporating advanced data analytics tools to provide real-time insights and comprehensive reporting on event performance and attendee behavior, which tools are expected to become available in the third quarter of 2025; (iii) enhancing the scalability and flexibility of our platform, which enhancements are expected to be completed in the second quarter of 2025; and (iv) enhancing the multilingual support function, which enhancements are expected to be completed in the second quarter of 2025.
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Growth Strategies We plan to further develop our business through the following growth strategies.
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For example, artificial intelligence empowers the multi-language captioning and transcription of our Xyvid Pro Platform, and we plan to implement additional features driven by artificial intelligence in the future, such as introducing a new iteration of our polling engagement tool, designed to leverage the power of generative artificial intelligence by suggesting polling questions based on the content of the uploaded PowerPoint presentation.
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TEN Pro offers numerous improvements over our prior Xyvid Pro platform, including AI-based live captioning and translation, enhanced user experience and ease of use, advanced continuing education capabilities, an on-demand editing lab, and 1080p live streaming with reduced latency. TEN Pro also positions us to enter the webcasting platform software-as-a-service market due to its focus on usability.
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Such feature is expected to significantly enhance the polling experience for both presenters and attendees and the initial AI-driven enhancements are expected to be available in the second quarter of 2025. In addition, our business model is predominantly service based as of the date of this annual report.
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For example, in the first quarter of 2026 we expanded our AI based captioning and translation from 8 to over 70 languages, as well as introducing a speech to text feature where global audience members can hear the translation as opposed to needing to split their focus between reading the live transcript and the presentation content.
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As of the date of this annual report, we are in the development phase of our PaaS offering. Diversifying Service Offerings We mainly produce virtual and hybrid events and physical events.
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We also will be incorporating AI-based Business Intelligence capabilities allowing the customer to craft their own custom reports and metrics dashboards. Using AI, the platform will analyze your event for the highlights and generate short form clips for use in social media campaigns.
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During the fiscal year ended December 31, 2024, we did not make any material insurance claims in relation to our business. 8 Seasonality Our business is generally subject to seasonal fluctuations. We usually generate more revenue in the last month of each calendar quarter.
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Generative AI capabilities will be leveraged to provide a summary of what you missed if you attend late, and a complete recap will be available post event. In addition, our business model is predominantly service based as of the date of this Annual Report. We plan to integrate a PaaS model over the next few years.
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We may face criminal penalties if we willfully, and for commercial advantage or private financial gain, illegally stream copyrighted material.
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Under these regulations, we are required to provide “auxiliary aids” to individuals with disabilities, which may include captions and audio descriptions. We currently provide captions and subtitles during our streaming process upon clients’ request and believe that we fully comply with the ADA.
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The CCPA, which went into effect on January 1, 2020 and was recently amended, may require us to modify our data processing practices and policies and we may incur substantial costs and expenses in an effort to comply.
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The CCPA gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used. It also provides for civil penalties for violations and a private right of action for data breaches that may increase data breach litigation.
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Corporate History and Structure From 2011 to the date of this annual report, we have undertaken the following corporate restructuring steps: ● On December 5, 2011, Xyvid, Inc. was incorporated under the laws of the State of Pennsylvania as a business corporation and has been the operating entity that operates our business as of the date of this annual report. ● On June 3, 2021, V-Cube, Inc. acquired the 100% equity interest in Xyvid, Inc. ● On February 12, 2024, The Events Network, Inc., our holding company, was incorporated under the laws of the State of Pennsylvania as a business corporation and issued 10 shares of common stock to V-Cube, Inc. ● On April 2, 2024, Xyvid, Inc. changed its name to TEN Events, Inc. ● On June 20, 2024, The Events Network, Inc. changed its name to TEN Holdings, Inc. ● On July 2, 2024, TEN Holdings, Inc. issued 90 shares of common stock to V-Cube, Inc. in exchange for the 100% equity interest in TEN Events, Inc. from V-Cube, Inc., as a result of which V-Cube, Inc. owned 100 shares of common stock, or 100% of the issued and outstanding common stock of TEN Holdings, Inc. and TEN Holdings, Inc. owns the 100% equity interest in TEN Events, Inc. ● On July 24, 2024, TEN Holdings, Inc. was converted to a Nevada corporation, as a result of which, each one share of common stock, no par value per share, of TEN Holdings, Inc. that was issued and outstanding prior to the effective time of such re-domestication from Pennsylvania to Nevada, was converted into and became 100,000 shares of common stock, par value $0.0001, of TEN Holdings, Inc. as a Nevada corporation, and TEN Holdings, Inc. issued 50,000,000 shares of common stock in the aggregate. ● On September 9, 2024, V-Cube, Inc. transferred 2,200,000 shares of common stock of our holding company, TEN Holdings, Inc., to Eastern Nations Trading Pte.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur ability to increase our customer base and achieve broader market acceptance of our services will depend to a significant extent on our ability to expand our marketing and sales operations. We plan to continue expanding our sales and marketing capabilities, including through additional investment in digital marketing and sales team expansion. See “Item 1.
Biggest changeThe 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 ability to increase our customer base and achieve broader market acceptance of our services will depend to a significant extent on our ability to expand our marketing and sales operations.
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.
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.
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, discouraging bids for our common stock at a premium over the market price, or that adversely affect the market price of and the voting and other rights of the holders of our common stock.
It is possible that our Board, 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, discouraging bids for our common stock at a premium over the market price, or that adversely affect the market price of and the voting and other rights of the holders of our common stock.
Additionally, if the data centers we use are unable to keep up with our increasing need for capacity, our customers may experience delays as we seek to obtain additional capacity, which could harm our business. 16 Cybersecurity incidents could disrupt our business operations, result in the loss of critical and confidential information, adversely impact our reputation, and harm our business.
Additionally, if the data centers we use are unable to keep up with our increasing need for capacity, our customers may experience delays as we seek to obtain additional capacity, which could 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.
There can be no assurance that we will be able to maintain the listing standards of Nasdaq, the exchange on which our common stock is traded, which includes requirements that we maintain our stockholders’ equity, total value of shares of common stock held by unaffiliated stockholders, minimum bid price, and market capitalization above certain specified levels.
There can be no assurance that we will be able to maintain the listing standards of the Nasdaq Capital Market, the exchange on which our common stock is traded, which includes requirements that we maintain our stockholders’ equity, total value of shares of common stock held by unaffiliated stockholders, minimum bid price, and market capitalization above certain specified levels.
Prolonged economic slowdowns may result in requests to renegotiate existing contracts on less advantageous terms to us than those currently in place, payment defaults on existing contracts, or non-renewal at the end of a contract term. 19 Our business could be disrupted by catastrophic events.
Prolonged economic slowdowns may result in requests to renegotiate existing contracts on less advantageous terms to us than those currently in place, payment defaults on existing contracts, or non-renewal at the end of a contract term. Our business could be disrupted by catastrophic events.
If investors are unable to compare our business with other companies in our industry, we may not be able to raise additional capital as and when we need it, which may materially and adversely affect our financial condition and results of operations. 25
If investors are unable to compare our business with other companies in our industry, we may not be able to raise additional capital as and when we need it, which may materially and adversely affect our financial condition and results of operations.
If this market fails to grow or grows more slowly than we currently anticipate, demand for our platform could be negatively affected. Demand for our platform is affected by a number of factors, many of which are beyond our control.
If this market fails to grow or grows more slowly than we currently anticipate, demand for our platform could be negatively affected. 12 Demand for our platform is affected by a number of factors, many of which are beyond our control.
As our business expands, the costs incurred in correcting defects, bugs or errors may be substantial and could harm our results of operations. In addition, we rely on hardware and software of third parties to offer our services.
As our business expands, the costs incurred in correcting defects, bugs or errors may be substantial and could harm our results of operations. 14 In addition, we rely on hardware and software of third parties to offer our services.
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.
Our Board 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.
In addition, our inability to successfully operate and integrate newly acquired businesses or newly formed strategic partnerships appropriately, effectively, and in a timely manner could impair our ability to take advantage of future growth opportunities and other advances in technology, as well as our revenues and gross margins. 18 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.
In addition, our inability to successfully operate and integrate newly acquired businesses or newly formed strategic partnerships appropriately, effectively, and in a timely manner could impair our ability to take advantage of future growth opportunities and other advances in technology, as well as our revenues and gross margins. 19 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.
In addition, negative publicity regarding claims or judgments made against our Company may damage our reputation and may result in a material adverse impact on us. 21 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.
In addition, negative publicity regarding claims or judgments made against our Company may damage our reputation and may result in a material adverse impact on us. 22 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.
We are an “emerging growth company” and a “smaller reporting company” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” and “smaller reporting companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
We are an “emerging growth company” as defined in the JOBS Act and a “smaller reporting company” under the applicable rules of the SEC, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” and “smaller reporting companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
As a relatively small-capitalization company with a relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume, and less liquidity than large-capitalization companies. In particular, our common stock may be subject to rapid and substantial price volatility, low volumes of trades, and large spreads in bid and ask prices.
As a micro-cap company with a relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume, and less liquidity than large-capitalization companies. In particular, our common stock may be subject to rapid and substantial price volatility, low volumes of trades, and large spreads in bid and ask prices.
These provisions, which are summarized below, may have the effect of discouraging takeover bids. ● require super-majority voting to amend some provisions in our articles of incorporation and bylaws; 22 ● authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan; ● eliminate the ability of our stockholders to call special meetings of stockholders; ● prohibit cumulative voting; and ● establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.
These provisions, which are summarized below, may have the effect of discouraging takeover bids. ● require super-majority voting to amend some provisions in our articles of incorporation and bylaws; ● authorize the issuance of “blank check” preferred stock that our Board could use to implement a stockholder rights plan; 23 ● eliminate the ability of our stockholders to call special meetings of stockholders; ● prohibit cumulative voting; and ● establish advance notice requirements for nominations for election to our Board or for proposing matters that can be acted upon by stockholders at stockholder meetings.
Many of our actual and potential competitors benefit from competitive advantages over us, such as greater name recognition; longer operating histories; more varied products and services; larger marketing budgets; more established marketing relationships; more third-party integration; greater accessibility across devices or applications; greater access to larger user bases; and greater financial, technical, and other resources.
Many of our actual and potential competitors benefit from competitive advantages over us, such as stronger brand recognition; longer operating histories; more varied products and services; larger marketing budgets; more established marketing relationships; more third-party integration; greater accessibility across devices or applications; greater access to larger user bases; and greater financial, technical, and other resources.
We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) the market value of our common stock held by non-affiliates is equal to or less than $250 million as of the last business day of the most recently completed second fiscal quarter, or (ii) our annual revenue is equal to or less than $100 million during the most recently completed fiscal year and the market value of our common stock held by non-affiliates is equal to or less than $700 million as of the last business day of the most recently completed second fiscal quarter.
We may take advantage of certain of the scaled disclosures available to “smaller reporting companies” and will be able to take advantage of these scaled disclosures for so long as (i) the market value of our common stock held by non-affiliates is equal to or less than $250 million as of the last business day of the most recently completed second fiscal quarter, or (ii) our annual revenue is equal to or less than $100 million during the most recently completed fiscal year and the market value of our common stock held by non-affiliates is equal to or less than $700 million as of the last business day of the most recently completed second fiscal quarter.
Our revenue growth may slow, or our revenue may decline for a number of reasons, including reduced demand for our products and services, increased competition, industry trend, or our failure to capitalize on growth opportunities.
Our revenue growth may slow, or our revenue may decline for a number of reasons, including reduced demand for our products and services, increased competition, industry trends, or our failure to capitalize on growth opportunities.
As of the date of this annual report, we have experienced service disruptions, outages and other performance problems, due to the introduction of new functionality, human error, and capacity constraints, and we may in the future experience further service disruptions, outages and other performance problems due to a variety of other factors, including infrastructure changes, software errors, zero-day vulnerabilities, and denial-of-service attacks, ransomware attacks and other cybersecurity incidents by malicious actors.
As of the date of this Annual Report, we have experienced service disruptions, outages and other performance problems which caused delays to events, due to the introduction of new functionality, human error, and capacity constraints, and we may in the future experience further service disruptions, outages and other performance problems due to a variety of other factors, including infrastructure changes, software errors, zero-day vulnerabilities, and denial-of-service attacks, ransomware attacks and other cybersecurity incidents by malicious actors.
Business—Legal Proceedings.” We expect that the number and significance of these potential disputes or claims may increase as our business expands and our company grows larger. Contractual provisions and insurance coverage may not cover potential claims and may not be adequate to indemnify us for all liabilities we may face.
We expect that the number and significance of these potential disputes or claims may increase as our business expands and our company grows larger. Contractual provisions and insurance coverage may not cover potential claims and may not be adequate to indemnify us for all liabilities we may face.
We completed our initial offering in 2025 and have started bearing significant legal, accounting, and other expenses as a public company that we did not incur as a private company since then. These additional costs could negatively affect our financial results.
We completed our initial public offering in February 2025 and have started bearing significant legal, accounting, and other expenses as a public company that we did not incur as a private company. These additional costs could negatively affect our financial results.
It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers.
It may also be more difficult for us to find qualified persons to serve on our Board or as executive officers.
Acquisitions, investments, strategic partnerships, and other strategic transactions involve significant risks and uncertainties, including: ● the potential failure to achieve the expected benefits of the acquisition, investment, strategic partnership, or other strategic transaction, including recoupment or write-down of our investments in the partnership; ● unanticipated costs and liabilities; ● the potential of disputes with our partners, including arbitration or litigation resulting from a breach or alleged breach of either party’s contractual obligation, which may result in cost, distraction and potential liabilities and reputational damage; ● difficulties in integrating new services and subscriptions, software, businesses, operations, and technology infrastructure in an efficient and effective manner; ● difficulties in maintaining customer relations; ● the potential loss of key employees of any acquired businesses; ● the diversion of the attention of our senior management from the operation of our daily business; ● the potential adverse effect on our cash position to the extent that we use cash for the transaction consideration; ● the potential significant increase of our interest expense, leverage, and debt service requirements if we incur additional debt to pay for an acquisition, investment, strategic partnership, or other strategic transaction; ● the potential issuance of securities that would dilute our stockholders’ percentage ownership; ● the potential to incur large and immediate write-offs and restructuring and other related expenses; ● the inability to maintain uniform standards, controls, policies, and procedures; and ● the inability to set up the necessary processes and systems to efficiently operate the partnerships.
We may issue equity securities which could dilute current stockholders’ ownership, incur debt, assume contingent or other liabilities and expend cash in acquisitions, investments, strategic partnerships, and other strategic transactions which could negatively impact our financial position, stockholder equity, and stock price. 18 Acquisitions, investments, strategic partnerships, and other strategic transactions involve significant risks and uncertainties, including: ● the potential failure to achieve the expected benefits of the acquisition, investment, strategic partnership, or other strategic transaction, including recoupment or write-down of our investments in the partnership; ● unanticipated costs and liabilities; ● the potential of disputes with our partners, including arbitration or litigation resulting from a breach or alleged breach of either party’s contractual obligation, which may result in cost, distraction and potential liabilities and reputational damage; ● difficulties in integrating new services and subscriptions, software, businesses, operations, and technology infrastructure in an efficient and effective manner; ● difficulties in maintaining customer relations; ● the potential loss of key employees of any acquired businesses; ● the diversion of the attention of our senior management from the operation of our daily business; ● the potential adverse effect on our cash position to the extent that we use cash for the transaction consideration; ● the potential significant increase of our interest expense, leverage, and debt service requirements if we incur additional debt to pay for an acquisition, investment, strategic partnership, or other strategic transaction; ● the potential issuance of securities that would dilute our stockholders’ percentage ownership; ● the potential to incur large and immediate write-offs and restructuring and other related expenses; ● the inability to maintain uniform standards, controls, policies, and procedures; and ● the inability to set up the necessary processes and systems to efficiently operate the partnerships.
Occurrence of any catastrophic event, including pandemics such as COVID-19, earthquakes, fires, floods, tsunamis or other weather event, power loss, telecommunications failure, software or hardware malfunctions, cyberattacks, war or terrorist attacks, could result in lengthy interruptions in our services.
Occurrence of any catastrophic event, including pandemics, earthquakes, fires, floods, tsunamis or other weather event, power loss, telecommunications failure, software or hardware malfunctions, cyberattacks, war or terrorist attacks, could result in lengthy interruptions in our services.
Our platform, Xyvid Pro Platform, has broad interoperability and is able to integrate and deliver event content to various devices, including Windows, Mac, iOS, and Android. See “Item 1. Business—Our Services—Virtual and Hybrid Events.” We depend on the accessibility of our platform across these devices that we do not control.
Our platforms, Xyvid Pro and TEN Pro, have broad interoperability and are able to integrate and deliver event content to various devices, including Windows, Mac, iOS, and Android. See “Item 1. Business – Our Services – Virtual and Hybrid Events.” We depend on the accessibility of our platform across these devices that we do not control.
For the year ended December 31, 2023, one supplier independently accounted for more than 10% of our total purchases, accounting for approximately 27.2% of our total purchases. See “Item 1. Business—Our Suppliers.” Such third-party suppliers are subject to their own unique operational and financial risks, which are beyond our control.
For the year ended December 31, 2024, one supplier independently accounted for more than 10% of our total purchases, accounting for approximately 17.9% of our total purchases. See “Item 1. Business – Our Suppliers.” Such third-party suppliers are subject to their own unique operational and financial risks, which are beyond our control.
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. For the year ended December 31, 2024, one supplier independently accounted for more than 10% of our total purchases, accounting for approximately 17.9% of our total purchases.
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. For the year ended December 31, 2025, one supplier independently accounted for more than 10% of our total purchases, accounting for approximately 12.6% of our total purchases.
For the years ended December 31, 2024 and 2023, the same single customer independently accounted for more than 10% of our total revenue; accounting for approximately 64.6% and 51.1% of our total revenue, respectively. See “Item 1.
For the years ended December 31, 2025 and 2024, the same single customer independently accounted for more than 10% of our total revenue; accounting for approximately 66.7% and 64.6% of our total revenue, respectively. See “Item 1.
For the years ended December 31, 2024 and 2023, we had total revenue of approximately $3.5 million and $3.7 million, respectively, and net loss of approximately $3.0 million and $1.7 million, respectively.
For the years ended December 31, 2025 and 2024, we had total revenue of approximately $3.1 million and $3.5 million, respectively, and net loss of approximately $19.5 million and $3.0 million, respectively.
Moreover, regulatory penalties or punishments against our business stakeholders such as third-party service providers, whether or not resulting in any legal or regulatory implications upon us, may nonetheless cause business interruptions or even suspension of these business stakeholders, which could in turn disrupt our usual course of business and result in material negative impact on our business operations, results of operation and financial condition.
Moreover, regulatory penalties or punishments against our business stakeholders such as third-party service providers, whether or not resulting in any legal or regulatory implications upon us, may nonetheless cause business interruptions or even suspension of these business stakeholders, which could in turn disrupt our usual course of business and result in material negative impact on our business operations, results of operation and financial condition. 21 Failure to protect intellectual property rights could adversely affect our business.
From time to time, we may be involved in various claims, controversies, lawsuits, legal proceedings, or regulatory inquiries that arise in the ordinary course of business involving labor and employment, wage and hour, intellectual property, data breach and other matters. See “Item 1.
From time to time, we may be involved in various claims, controversies, lawsuits, legal proceedings, or regulatory inquiries that arise in the ordinary course of business involving labor and employment, wage and hour, intellectual property, data breach and other matters. See “Item 1. Business – Legal Proceedings” for the current investigations of which the Company is subject.
If customers terminate or do not renew their business relationships with us, or renew their service contracts on less favorable terms or for fewer services, and we do not acquire replacement customers or otherwise grow our customer base, our business and results of operations may be materially and adversely affected. 11 Any decline in demand for our services or platform could harm our business .
If customers terminate or do not renew their business relationships with us, or renew their service contracts on less favorable terms or for fewer services, and we do not acquire replacement customers or otherwise grow our customer base, our business and results of operations may be materially and adversely affected.
As of the date of this annual report, we utilize artificial intelligence, or AI, to empower the multi-language captioning and transcription features of our Xyvid Pro Platform, and we plan to implement additional features driven by artificial intelligence in the future. The initial AI-driven enhancements are expected to be available in the second quarter of 2025. See “Item 1.
As of the date of this Annual Report, we utilize artificial intelligence, or AI, to empower the multi-language captioning and transcription features of our Xyvid Pro platform, and we plan to implement additional features driven by artificial intelligence in the future. See “Item 1.
Should any of these third parties modify their products or services in a manner that degrades the functionality of our platform or services, or that gives preferential treatment to their own or competitive products or services, whether to enhance their competitive position or for any other reason, the interoperability of our platform and services with these third-party products and services could decrease and our business could be harmed. 12 We may not be able to respond to rapid technological changes, extend our platform or develop new features.
Should any of these third parties modify their products or services in a manner that degrades the functionality of our platform or services, or that gives preferential treatment to their own or competitive products or services, whether to enhance their competitive position or for any other reason, the interoperability of our platform and services with these third-party products and services could decrease and our business could be harmed.
Failure to protect intellectual property rights could adversely affect our business. We regard our domain names and other intellectual property we may develop or acquire as critical to our success. See “Item 1. Business—Intellectual Property.” We have taken measures to protect our intellectual property, but these measures might not be sufficient or effective.
We regard our domain names and other intellectual property we may develop or acquire as critical to our success. See “Item 1. Business – Intellectual Property.” We have taken measures to protect our intellectual property, but these measures might not be sufficient or effective. We may bring lawsuits to protect against the potential infringement of our intellectual property rights.
We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs. We may not be able to maintain the listing of our common stock on Nasdaq.
We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.
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 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 . We have incurred and continue to incur losses from operations as well as negative cash flow from operations.
If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our common stock and the trading volume to decline. 24 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.
If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our common stock and the trading volume to decline. We are no longer a “controlled company” within the meaning of the Nasdaq listing rules.
In addition, once we cease to be an “emerging growth company,” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective.
In addition, once we have reached “accelerated filer” or “large accelerated filer” status and have ceased to be an “emerging growth company,” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting.
Item 1A. Risk Factors. Risks Relating to our Business and Industry We had a working capital deficit for the years ended December 31, 2024 and 2023, which raises substantial doubt about our ability to continue as a going concern.
Item 1A. Risk Factors. Risks Relating to our Business and Industry 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.
These quotation services are generally considered to be markets that are less efficient and that provide less liquidity in the shares of common stock than Nasdaq. Future equity offerings or other equity issuances of us could further dilute common stock.
These quotation services are generally considered to be markets that are less efficient and that provide less liquidity in the shares of common stock than Nasdaq.
If our platform is unavailable or if our customers and their users are unable to access our platform within a reasonable amount of time, or at all, our business, results of operations and financial condition would be adversely affected.
In some instances, we may not be able to rectify these performance issues within an acceptable time-frame. If our platform is unavailable or if our customers and their users are unable to access our platform within a reasonable amount of time, or at all, our business, results of operations and financial condition would be adversely affected.
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.
Our business will be harmed if our efforts do not generate a correspondingly significant increase in revenue. 15 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.
New services, features or capabilities may not be released according to schedule. Any delays could result in adverse publicity, loss of revenue or market acceptance, or claims by customers brought against us, all of which could harm our business.
Any delays could result in adverse publicity, loss of revenue or market acceptance, or claims by customers brought against us, all of which could harm our business. If customers do not widely adopt our new services, features and capabilities, we may not be able to realize a return on our investment.
If we fail to comply with the legal standards and requirements, we may face substantial civil and criminal fines, penalties, profit disgorgement, reputational harm, loss of access to certain markets, disbarment from government business, the loss of export privileges, tax reassessments, breach of contract, fraud and other litigation, reputational harm, and other foreseeable or unforeseen collateral consequences that could harm our business. 20 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.
If we fail to comply with the legal standards and requirements, we may face substantial civil and criminal fines, penalties, profit disgorgement, reputational harm, loss of access to certain markets, disbarment from government business, the loss of export privileges, tax reassessments, breach of contract, fraud and other litigation, reputational harm, and other foreseeable or unforeseen collateral consequences that could harm our business.
Furthermore, such unethical, unprofessional, or even criminal behavior by employees could damage our reputation, result in fines, penalties, restitution, or other damages, and lead to the loss of current and future customers, all of which would adversely affect our business, financial condition, and results.
Furthermore, such unethical, unprofessional, or even criminal behavior by employees could damage our reputation, result in fines, penalties, restitution, or other damages, and lead to the loss of current and future customers, all of which would adversely affect our business, financial condition, and results. 16 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.
For example, during the COVID-19 pandemic, we saw a significant increase in usage of our platform and services. Following the pandemic, some of our customers reduced their use of our platform, and additional customers may do so in the future.
Following the COVID 19 pandemic, some of our customers reduced their use of our platform, and additional customers may do so in the future.
As a result, we could lose market share to our competitors or be forced to engage in price-cutting initiatives or other discounts to attract and retain customers, each of which could harm our business, results of operations and financial condition. 14 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.
As a result, we could lose market share to our competitors or be forced to engage in price-cutting initiatives or other discounts to attract and retain customers, each of which could harm our business, results of operations and financial condition.
As a service provider, we do not regularly monitor our platform to evaluate the legality of content shared on it by our customers.
As a service provider, we do not regularly monitor our platform to evaluate the legality of content shared on it by our customers. The laws in this area are evolving and vary widely between jurisdictions.
Section 404 of the Sarbanes-Oxley Act of 2002 will require that we include a report of management on our internal control over financial reporting in our annual report on 10-K beginning with our annual report for the fiscal year ending December 31, 2025.
Section 404 of the Sarbanes-Oxley Act of 2002 requires that we include a report of management on our internal control over financial reporting in our Annual Reports on 10-K.
Claims that are not covered by the policies or the failure to renew the insurance policies may materially adversely affect our business, financial condition, and results of operations.
In addition, there are certain types of risks that may not be covered by our insurance policies, such as war, force majeure events, or certain business interruptions. Claims that are not covered by the policies or the failure to renew the insurance policies may materially adversely affect our business, financial condition, and results of operations.
Our customers may require features and capabilities that our current platform does not have. We are focused on improving the quality and range of our service offerings and are committed to investing in research and development. See “Item 1.
We are focused on improving the quality and range of our service offerings and are committed to investing in research and development. See “Item 1. Business – Research and Development.” Our enhancements to our platform, features or capabilities may not be compelling to our existing or potential customers and may not gain market acceptance.
If customers do not widely adopt our new services, features and capabilities, we may not be able to realize a return on our investment. If we are unable to develop, license or acquire new features and capabilities to our platform on a timely and cost-effective basis, or if such enhancements do not achieve market acceptance, our business would be harmed.
If we are unable to develop, license or acquire new features and capabilities to our platform on a timely and cost-effective basis, or if such enhancements do not achieve market acceptance, our business would be harmed. We plan to incorporate AI technologies into some of our products and services, which may present operational and reputational risks.
As of the date of this annual report, our largest stockholder, V-Cube, Inc., directly and indirectly own more than a majority of the voting power of our outstanding common stock and will be able to determine all matters requiring approval by our stockholders.
Until December 30, 2025, V-Cube, Inc., our largest stockholder, directly and indirectly, owned a majority of the voting power of our outstanding common stock and was able to determine all matters requiring approval by our stockholders.
In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period for complying with new or revised accounting standards.
In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
The use of our services in complicated, large-scale network environments may increase our exposure to undetected errors, failures, or bugs in our services. We use monitoring software to detect errors or bugs in our platform and we subject new codes to stringent testing before their release.
We use monitoring software to detect errors or bugs in our platform and we subject new codes to stringent testing before their release.
If our research and development investments do not accurately anticipate customer demand, or if we fail to develop our platform in a manner that satisfies customer preferences in a timely and cost-effective manner, we may fail to retain our existing customers or increase demand for our platform.
If our research and development investments do not accurately anticipate customer demand, or if we fail to develop our platform in a manner that satisfies customer preferences in a timely and cost-effective manner, we may fail to retain our existing customers or increase demand for our platform. 13 The introduction of competing services or the development of entirely new technologies to replace existing offerings could make our platform obsolete or adversely affect our business, results of operations and financial condition.
Our ability to retain, attract, hire and train staff in these groups may prove to be a challenge for a variety of factors and could have an adverse impact on the platform.
Our ability to retain, attract, hire and train staff in these groups may prove to be a challenge for a variety of factors and could have an adverse impact on the platform. We may not maintain adequate insurance, which could expose us to significant costs and business disruption. We maintain certain insurance policies to safeguard against risks and unexpected events.
Risks Relating to Laws and Regulations 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.
If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster and to execute successfully on those plans in the event of a disaster or emergency, our business could be harmed. 20 Risks Relating to Laws and Regulations 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.
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.
Any failure in protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition, and results of operations. 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 derive, and expect to continue to derive, a significant portion of our revenue and cash flows from producing virtual and hybrid events. Widespread adoption and use of live engagement technologies, webinars and event software in general, and our platform in particular, are critical to our future growth and success.
Widespread adoption and use of live engagement technologies, webinars and event software in general, and our platform in particular, are critical to our future growth and success.
As a result of seasonality, our financial condition and results of operations may continue to fluctuate, and the trading price of our common stock may fluctuate from time to time.
Business – Seasonality.” We may experience capacity and resource shortages in our platform and services during the period of such seasonal surge in our business. As a result of seasonality, our financial condition and results of operations may continue to fluctuate, and the trading price of our common stock may fluctuate from time to time.
Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action, or brand and reputational harm.
Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action, or brand and reputational harm. As of the date of this Annual Report, the Company does not intend to utilize open-source AI.
In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational, and financial resources and systems for the foreseeable future. We may be unable to complete our evaluation testing and any required remediation in a timely manner. 23 We bear substantial increased costs as a result of being a public company.
We may be unable to complete our evaluation testing and any required remediation in a timely manner. 24 We bear substantial increased costs as a result of being a public company.
We must continue to hire, train, and effectively manage new employees. The expansion of our services will also require us to maintain consistency in the quality of our services so that our market reputation is not damaged by any deviations in quality, whether actual or perceived.
The expansion of our services will also require us to maintain consistency in the quality of our services so that our market reputation is not damaged by any deviations in quality, whether actual or perceived. 17 Our future results of operations also depend largely on our ability to execute our future plans successfully.
Our platform and services may have errors or defects that customers identify after they begin using them that could result in unanticipated interruptions of service. Internet-based services frequently contain undetected errors and bugs when first introduced or when new versions or enhancements are released.
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. Our platform and services may have errors or defects that customers identify after they begin using them that could result in unanticipated interruptions of service.
Business—Insurance.” However, there can be no assurance that such insurance coverage will always be available or will always be sufficient to cover any damages resulting from any kind of claims. In addition, there are certain types of risks that may not be covered by our insurance policies, such as war, force majeure events, or certain business interruptions.
See “Item 1. Business – Insurance.” However, there can be no assurance that such insurance coverage will always be available or will always be sufficient to cover any damages resulting from any kind of claims.
Similarly, certain competitors or potential competitors may use marketing strategies that enable them to acquire customers at a lower cost than we can. Moreover, our major customers may demand substantial price concessions. As a result, we may be required to provide our major customers with pricing below our targets in the future.
Similarly, certain competitors or potential competitors may use marketing strategies that enable them to acquire customers at a lower cost than we can.
The markets in which we compete are characterized by rapid technological changes and the frequent introduction of new products and services. Our ability to attract new customers and retain and expand the usage of existing customers depends on our ability to enhance and improve our platform, and to introduce new features and services.
We may not be able to respond to rapid technological changes, extend our platform or develop new features. The markets in which we compete are characterized by rapid technological changes and the frequent introduction of new products and services.
Business—Growth Strategies.” If we are unable to expand our sales and marketing operations, our future revenue growth and business could be adversely impacted. Identifying and recruiting qualified sales representatives and training them is time consuming and resource intensive, and they may not be fully trained and productive for a significant amount of time.
Identifying and recruiting qualified sales representatives and training them is time consuming and resource intensive, and they may not be fully trained and productive for a significant amount of time. We also plan to dedicate resources to sales and marketing programs, including internet and other online advertising.
Business—Regulations.” While as of the date of this annual report, we have not been subject to any legal or administrative penalties or received any notifications from regulatory authorities for privacy, data protection, or information security concerns, the developments or changes to the applicable laws and regulations may complicate compliance efforts and increase legal risk and compliance costs for us and the third parties upon whom we rely.
Business – Regulations.” The developments or changes to the applicable laws and regulations may complicate compliance efforts and increase legal risk and compliance costs for us and the third parties upon whom we rely.
We may bring lawsuits to protect against the potential infringement of our intellectual property rights. Policing unauthorized use of our proprietary technology and other intellectual property is difficult and expensive, and litigation may be necessary in the future to enforce their intellectual property rights.
Policing unauthorized use of our proprietary technology and other intellectual property is difficult and expensive, and litigation may be necessary in the future to enforce their intellectual property rights. Future litigation could result in substantial costs and diversion of our resources and could disrupt our business, as well as materially adversely affect our financial condition and results of operations.
The introduction of competing services or the development of entirely new technologies to replace existing offerings could make our platform obsolete or adversely affect our business, results of operations and financial condition. We may experience difficulties with software development, design or marketing that could delay or prevent our development, introduction, or implementation of new services, features, or capabilities.
We may experience difficulties with software development, design or marketing that could delay or prevent our development, introduction, or implementation of new services, features, or capabilities. New services, features or capabilities may not be released according to schedule.
We also plan to dedicate resources to sales and marketing programs, including internet and other online advertising. All of these efforts will require us to invest significant financial and other resources, as the cost to acquire customers through these efforts is high. Our business will be harmed if our efforts do not generate a correspondingly significant increase in revenue.
All of these efforts will require us to invest significant financial and other resources, as the cost to acquire customers through these efforts is high.
In some instances, we may not be able to rectify these performance issues within an acceptable time-frame. In addition, we depend on the expertise and efforts of members of our operations and technology teams for the continued performance of our platform.
We may not be able to successfully attract, recruit, or retain key personnel, and this could adversely impact our financial condition, operating results, and business prospects. In addition, we depend on the expertise and efforts of members of our operations and technology teams for the continued performance of our platform.
Under the Nasdaq listing rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and is permitted to phase in its compliance with the independent committee requirements. We intend to rely on the “controlled company” exemptions under the Nasdaq listing rules.
The “controlled company” exception to the Nasdaq Capital Market rules provides that a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company, a “controlled company,” need not comply with certain requirements of the Nasdaq Capital Market corporate governance rules.
We experience seasonality in our business. We usually generate more revenue in the last month of each calendar quarter. See “Item 1. Business—Seasonality.” We may experience capacity and resource shortages in our platform and services during the period of such seasonal surge in our business.
As a result, this could harm our business and financial results and result in lost or deferred revenue. Our results of operations are subject to seasonal fluctuations. We experience seasonality in our business. We usually generate more revenue in the last month of each calendar quarter. See “Item 1.
We may continue to be a smaller reporting company even after we are no longer an emerging growth company.
We have elected to take advantage of the extended transition period for complying with new or revised accounting standards. 26 We may continue to be a “smaller reporting company” even after we are no longer an emerging growth company.
Further, we had a negative working capital of $5,667,000 and $2,236,000 as of December 31, 2024 and 2023, respectively, and will require additional capital to operate. Given the preceding conditions, our auditor has raised substantial doubt about our ability to continue as a going concern.
For the year ended December 31, 2025, we had a net loss of $19.5 million, net cash used in operations of $1 0 .1 million, and as of December 31, 2025, we had an accumulated deficit of $21.4 million. Given the preceding conditions, our auditor has raised substantial doubt about our ability to continue as a going concern.
It has also instructed other federal agencies to promulgate additional regulations within certain timeframes from the date of the Executive Order. Federal artificial intelligence legislation has also been introduced in the U.S. Senate.
For example, federal artificial intelligence legislation has been introduced in the U.S. Senate.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur management is responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures and, when formally adopted, implementing and maintaining our cybersecurity program.
Biggest changeAny incidents identified by the third-party service provider are to be reported promptly to the Board. 27 The Head of Technology, with over 15 years of cybersecurity-related experience, is responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures and maintaining our cybersecurity program.
Although risks from cybersecurity threats have not to date materially affected, and we do not believe they are reasonably likely to materially affect, us, our business strategy, results of operations or financial condition, we may, from time to time, experience threats to and security incidents related to our data and systems.
Although risks from cybersecurity threats have not, to date, materially affected us, and we do not believe they are reasonably likely to materially affect us, our business strategy, results of operations or financial condition, we may, from time to time, experience threats to and security incidents related to our data and systems.
Item 1C. Cybersecurity. We recognize the importance of safeguarding the security of our computer systems, software, networks, and other technology assets. We have implemented cybersecurity measures and protocols for assessing, identifying, and managing material risks from cybersecurity threats, which are integrated into our overall risk management framework.
Item 1C. Cybersecurity. We recognize the importance of safeguarding the security of our computer systems, software, networks, and other technological assets. We have implemented cybersecurity measures and protocols for assessing, identifying, and managing material risks from cybersecurity threats, which are integrated into our overall risk management framework.
The C ompany has instituted a comprehensive cybersecurity risk management program that employs various methods to monitor and assess our threat environment and risk profile. These methods include the use of manual and automated tools, conducting scans of the threat environment, evaluating our and our industry’s risk profile, evaluating any threats reported to us and conducting periodic vulnerabilities assessments.
The Company has instituted a comprehensive cybersecurity risk management program that employs various methods to monitor and assess our threat environment and risk profile. These methods include the use of manual and automated tools, conducting scans of the threat environment, evaluating our and our industry’s risk profile, evaluating any threats reported to us and conducting periodic vulnerabilities assessments.
In the year ended December 31, 2024, we did no t detect any cybersecurity incidents that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
In the year ended December 31, 2025, we did not detect any cybersecurity incidents that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
We have company-wide policies and procedures in place that further enhance our ability to identify and manage cybersecurity risks. Our employees receive ongoing training under our security policies. Any incidents identified by the third-party service provider are to be reported promptly to the board of directors.
We have company-wide policies and procedures in place that further enhance our ability to identify and manage cybersecurity risks. Our employees receive ongoing training under our security policies.
Added
The Head of Technology shares weekly and monthly updates with the management team, and in the event a material risk is identified, the management team is notified immediately. The Board, with input from the Head of Technology and other members of the management team, as appropriate, regularly discusses cybersecurity risks at meetings of the Board.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs 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. We believe our office space is adequate for the time being.
Biggest changeAs 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. 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.
Our subsidiary, TEN Events, Inc., 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.
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., the principal stockholder of our Company our related party. We plan to renew the lease in accordance with its terms when needed.
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.
Item 2. Properties . Our principal executive office is located in Langhorne, PA. Our office space covers an area of approximately 6,050 square feet, with a lease term from January 1, 2020 to December 31, 2030.
Item 2. Properties. 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, Inc., 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 renewed to January 31, 2026.
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.
Removed
However, there may be a need to secure additional office space in the future, should it serve our requirements. 26

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Removed
Item 3. Legal Proceedings. We are not currently involved in any material legal proceedings. From time-to-time we are, and we anticipate that we will be, involved in legal proceedings, claims, and litigation arising in the ordinary course of our business and otherwise. The ultimate costs to resolve any such matters could have a material adverse effect on our financial statements.
Added
Item 3. 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.
Removed
We could be forced to incur material expenses with respect to these legal proceedings, and in the event that there is an outcome in any that is adverse to us, our financial position and prospects could be harmed. Item 4. Mine Safety Disclosures Not applicable. PART II
Added
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.
Added
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. Item 4. Mine Safety Disclosures Not applicable. 28 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeEquity Compensation Plans For information on securities authorized for issuance under our existing equity compensation plan as of December 31, 2024, see Item 12 under the heading “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Recent Sales of Unregistered Securities During the fiscal year ended December 31, 2024, we issued the following securities which were not registered under the Securities Act.
Biggest changeEquity Compensation Plans For information on securities authorized for issuance under our existing equity compensation plan as of December 31, 2025, see Item 12 under the heading “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters—Equity Incentive Plan .” Sales of Unregistered Securities There were no unregistered sales of equity securities during the fiscal year ended December 31, 2025 which have not been previously disclosed in a quarterly report on Form 10-Q or a current report on Form 8-K.
Dividend Policy As of the date of this annual report, 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.
Dividend Policy As of the date of this Annual Report, we have not paid any cash dividends on our common stock, and our Board 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.
Any determination by our Board 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.
Holders of Record As of March 28, 2025, we had 28,693,442 shares of common stock issued and outstanding held by three stockholders of record, not including beneficial holders whose shares are held in names other than their own.
Holders of Record As of March 10, 2026, we had 3,977,443 shares of common stock issued and outstanding held by 15 stockholders of record, not including beneficial holders whose shares are held in nominee or “street name” accounts through brokers.
Removed
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.
Added
Repurchases of Equity Securities None. Item 6. [Reserved].
Removed
No underwriters were involved in these issuances of securities.
Removed
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.
Removed
Accordingly, the consideration paid by V-Cube, Inc. for its equity interest in TEN Holdings, Inc.
Removed
(amounting to 25 million shares of common stock post reverse split and corporate restructuring) was approximately $32.5 million. 27 Spirit Advisors, LLC (“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.
Removed
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 March 25, 2024, Xyvid, Inc.
Removed
(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.
Removed
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, which convertible promissory note is convertible, in whole or in part, into shares of common stock of the Company prior to the maturity thereof.
Removed
The conversion price of such convertible promissory note is at $0.46 per share of common stock. On December 23, 2024, the Company and Mr.
Removed
Mashita agreed to extend the repayment date relative to the outstanding interest component of such indebtedness as of such date of December 31, 2024 to March 31, 2025, pursuant to amendments to each of the Agreement for Loan Conditions and the convertible promissory note, entered into by the parties thereto, On December 23, 2024, we issued 689,130 shares of common stock to Mr.
Removed
Naoaki Mashita pursuant to the partial conversion of the convertible promissory note, as amended, in the outstanding principal amount of $317,000 held by Mr. Naoaki Mashita.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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. Since incorporation, there have been changes in the ownership of our common stock.
Removed
See “Item 1. Business—Corporate History and Structure.” 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.
Removed
The number of shares of common stock referenced above reflects the effect of such reverse stock split. Use of Proceeds The following “Use of Proceeds” information relates to the registration statement on Form S-1, as amended (File Number 333-282621), for our IPO, which was declared effective by the SEC on February 7, 2025.
Removed
On February 18, 2025, we completed our IPO, in which we registered, issued and sold an aggregate of 1,667,000 shares of common stock, at a public offering price of $6.00 per share for $10,002,000. Bancroft Capital, LLC was the representative of the underwriters of our IPO.
Removed
We incurred approximately $1,101,770 in expenses in connection with our IPO, which included approximately $550,110 in underwriting discounts, approximately $100,020 in expenses paid to or for underwriters, approximately $440,060 in legal and financial service fees, and approximately $11,580 in other expenses.
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None of the transaction expenses included payments to directors or officers of our Company or their associates, persons owning more than 10% or more of our equity securities or our affiliates.
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None of the net proceeds we received from the IPO were paid, directly or indirectly, to any of our directors or officers or their associates, persons owning 10% or more of our equity securities or our affiliates. The net proceeds raised from the IPO were $8,900,230, after deducting underwriting discounts and the offering expenses payable by us.
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As of the date of this annual report, we have used approximately $2.5 million, $2.0 million, $2.0 million, and $1.7 million from the net proceeds for (i) advisory services for future financing related to acquisitions, business development and growth initiatives, (ii) repayment of short-term loans, (iii) marketing efforts to boost brand awareness, and (iv) working capital and general corporate purposes to support day-to-day operations, respectively.
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We intend to use the remaining proceeds from our IPO largely in the manner disclosed in our registration statement on Form S-1, as amended (File Number 333-282621). 28 Recent Purchases of Equity Securities None. Item 6. [Reserved].

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

20 edited+15 added−42 removed24 unchanged
Biggest change(in thousands) Years Ended December 31, 2024 2023 Cash flows from operating activities: Net loss $ (2,968 ) $ (1,688 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 190 51 Noncash lease expenses 71 68 Changes in operating assets and liabilities: Accounts receivable (155 ) 567 Other assets (90 ) (10 ) Income tax receivable 91 197 Accounts payable (12 ) 229 Accrued expenses 578 156 Deferred revenue (127 ) 221 Operating lease liabilities (63 ) (56 ) Net cash (used in)/provided by operating activities (2,485 ) (265 ) Cash flows from investing activities: Purchase of property and equipment (38 ) (25 ) Purchase of capitalized internal-use software (999 ) (1,050 ) Net cash used in investing activities (1,037 ) (1,075 ) Cash flows from financing activity Proceeds from short-term loans - related party 4,244 1,690 Payment for deferred offering costs (1,031 ) - Net cash provided by financing activity 3,213 1,690 Net change in cash and cash equivalents (309 ) 350 Cash and cash equivalents at beginning of period 357 7 Cash and cash equivalents at end of period $ 48 $ 357 Non-cash investing and financing activities: Conversion of convertible promissory note $ 317 $ — 34 Operating Activities Net cash used in operating activities increased from approximately $265 thousand during the year ended December 31, 2023 to approximately $2,485 thousand during the year ended December 31, 2024.
Biggest changeOther than as disclosed in the consolidated financial statements and the related notes included elsewhere in this Annual Report, we are not aware of any other trends, demands, uncertainties, commitments or events that are reasonably likely to have a material adverse effect on our net revenue, income, profitability, liquidity or capital resources, including the mix and relative cost of such capital resources, or cause such financial statements to be not necessarily indicative of future operations results or financial condition. 31 Cash flows for the years ended December 31, 2025 and 2024 The following tables summarizes our cash flows for the periods presented: (in thousands) Year Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ (19,509 ) $ (2,968 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 591 190 Non-cash lease expenses 75 71 Non-cash interest expenses 2 41 218 Stock-based compensation 4,857 — Loss on extinguishment of debt 1,599 — Impairment loss on intangible assets 4,194 — Changes in operating assets and liabilities: Accounts receivable (120 ) (156 ) Prepaid expenses and other current assets (1,536 ) (90 ) Income tax receivable — 91 Other assets (914 ) — Accounts payable (291 ) (85 ) Payable due to related party (156 ) 108 Other payable and accrued expenses 6 93 326 Deferred revenue 282 (127 ) Operating lease liabilities (71 ) (63 ) Net cash used in operating activities (1 0 ,065 ) (2,484 ) Cash flows from investing activities: Purchase of property and equipment — (38 ) Purchase of capitalized internal-use software (850 ) (999 ) Net cash used in investing activities (850 ) (1,037 ) Cash flows from financing activities Proceeds from short-term loans - related party 2,826 4,244 Repayments of short-term loans - related party (2,000 ) — Proceeds from issuance of shares 11,926 — Payment for Issuance of shares in settlement of claims (254 ) — Payment for deferred offering costs — (1,031 ) Net cash provided by financing activities 1 2 ,498 3,213 Net change in cash and cash equivalents 1,583 (309 ) Cash and cash equivalents at beginning of period 48 357 Cash and cash equivalents at end of period $ 1,631 $ 48 32 Operating Activities Net cash used in operating activities increased from approximately $2.5 million during the year ended December 31, 2024 to approximately $1 0 .1 million during the year ended December 31, 2025.
To determine the appropriate amount of revenue to be recognized in accordance with ASC 606, the Company follows a five-step model as follows: 1 – Identification of the contract with a customer 2 – Identification of the performance obligation in the contract 3 – Determination of the transaction price 4 – Allocation of the transaction price to the performance obligation in the contract 5 – Recognition of revenue when, or as, a performance obligation is satisfied 36 Hybrid, virtual and physical event revenue Revenue from hybrid, virtual and physical events is generated from producing and delivering hybrid or virtual events using the Company’s platform, the Xyvid Pro Platform, or delivering physical events.
To determine the appropriate amount of revenue to be recognized in accordance with ASC 606, the Company follows a five-step model as follows: 1 - Identification of the contract with a customer 2 - Identification of the performance obligation in the contract 3 - Determination of the transaction price 4 - Allocation of the transaction price to the performance obligation in the contract 5 - Recognition of revenue when, or as, a performance obligation is satisfied Hybrid, virtual and physical event revenue Revenue from hybrid, virtual and physical events is generated from producing and delivering hybrid or virtual events using the Company’s platform, the Xyvid Pro platform, or delivering physical events.
Virtual events are online events and conferences where participants interact in an online environment, and physical events are events where participants meet in a physical location. The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services to the customer.
Virtual events are online events and conferences where participants interact in an online environment, and physical events are events where participants meet in a physical location. 34 The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services to the customer.
Long-lived assets held for sales are reported at the lower of cost or fair value less costs to sell.
Long-lived assets held for sales are reported at the lower of cost or fair value less costs to sell. 35
Costs of capitalized software are amortized on a straight-line basis over the estimated period of benefit, which is approximately five years, and are recorded in cost of revenue in the Consolidated Statements of Operations.
Costs of capitalized software are amortized on a straight-line basis over the estimated period of benefit, which is approximately five to seven years, and are recorded in cost of revenue in the Consolidated Statements of Operations.
Operating profit margin is the profit margin as a percentage of revenue. Other income (expenses) From time to time, we have non-recurring, non-operating gains and losses which are reflected through other income (expense).
Operating profit and operating profit margin Operating profit is the difference between our revenue and cost of revenue and selling, general and administrative expenses. Operating profit margin is the operating profit as a percentage of revenue. Other income (expenses) From time to time, we have non-recurring, non-operating gains and losses which are reflected through other income (expenses).
As of December 31, 20224 (in thousands) Payments due by period: Total Less than 1 year 1 – 3 years 4 – 5 years More than 5 years Short-term debt $ 5,617 $ 5,617 $ — $ — $ — Operating lease payments 688 104 220 238 126 Total $ 6,305 $ 5,721 $ 220 $ 238 $ 126 35 Capital Expenditures Our capital expenditure primarily consists of acquisition of computer hardware equipment and capitalized software.
As of December 31, 2025 (in thousands) Payments due by period: Total Less than 1 year 1 – 3 years 4 – 5 years More than 5 years Short-term debt $ 5,617 $ 5,617 $ — $ — $ — Operating lease payments 584 108 229 247 — Total $ 6,201 $ 5,725 $ 229 $ 247 $ — Capital Expenditures Our capital expenditure primarily consists of acquisition of computer hardware equipment and capitalized software.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this annual report.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this Annual Report. Overview We are a provider of event planning, production, and broadcasting services headquartered in Langhorne, Pennsylvania.
Virtual and hybrid events 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.
We produce virtual, hybrid, self-service and physical events. Virtual, 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 and TEN Pro platform. Physical events mainly involve live streaming and video recording of physical events.
Critical Accounting Policies and Estimates The preparation of the consolidated financial statements and accompanying notes included elsewhere in this annual report requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.
Off-Balance Sheet Arrangements As of December 31, 2025, the Company did not have any off-balance sheet arrangements, as defined in the rules and regulations of the SEC. 33 Critical Accounting Estimates The preparation of the consolidated financial statements and accompanying notes included elsewhere in this Annual Report requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.
Key Financial Performance Indicators Revenue Our revenue is derived from the provision of virtual and hybrid events and physical events on our Xyvid Pro Platform. Cost of revenue Our cost of revenue is primarily driven by the costs paid to our employees for producing events and the costs of renting equipment and our studio.
Cost of revenue Our cost of revenue is primarily driven by the costs paid to our employees for producing events and the costs of renting equipment and our studio.
Selling, general and administrative expenses Selling, general and administrative expenses are primarily composed of personnel costs for sales and marketing staff and general corporate functions, computer and software costs, and advertising and marketing expenses. Operating profit and operating profit margin Operating profit is the difference between our revenue and cost of revenue and selling, general and administrative expenses.
Selling, general and administrative expenses Selling, general and administrative expenses are primarily composed of personnel costs for sales and marketing staff and general corporate functions, computer and software costs, and advertising and marketing expenses. We expect general and administrative expenses to fluctuate as a result of operating as a public company.
The increase was due to the higher amount of short-term loans we had during the year ended December 31, 2024, partially offset by the payment made related to the deferred costs in connection with our IPO. Contractual Obligations and Commitments As of December 31, 2024, the Company had total of approximately $6,305 thousand contractual obligations for future payments.
The increase was primarily attributable to proceeds from the issuance of shares and short-term loans, partially offset by repayment of short-term loans during the year ended December 31, 2025. Contractual Obligations and Commitments As of December 31, 2025, the Company had a total of approximately $6.2 million contractual obligations for future payments.
Interest expenses Interest expenses consist of interest expenses arising from borrowings. 32 Results of Operations Comparison of Results of Operations for the years ended December 31, 2024 and 2023 The following table sets forth our statements of operations for the years ended December 31, 2024 and 2023: (in thousands, except change % data) Years Ended December 31, Change (2024 vs. 2023) 2024 ($) 2023 ($) $ YoY % Revenue Delivered events - Virtual and Hybrid 3,219 3,525 (306 ) (8.7 %) Delivered events - Physical 285 194 91 46.9 % Total Revenue 3,504 3,719 (215 ) (5.8 %) Cost of revenue 652 555 97 17.5 % Gross Profit 2,852 3,164 (312 ) (9.9 %) Operating expenses: Selling, General and Administrative Expenses 5,390 4,742 648 13.7 % Depreciation expenses 190 51 139 272.5 % Total operating expenses 5,580 4,793 787 16.4 % Loss from operations (2,728 ) (1,629 ) (1,099 ) 67.5 % Other income (expenses), net (30 ) 28 (58 ) (207.1 %) Interest expenses (210 ) (52 ) (158 ) 303.8 % Loss before income taxes (2,968 ) (1,653 ) (1,315 ) 79.6 % Provision for income taxes - 35 (35 ) (100.0 %) Net Loss (2,968 ) (1,688 ) (1,280 ) 75.8 % Revenue Revenue decreased by approximately $215 thousand, or 5.8%, to approximately $3,504 thousand.
Results of Operations Comparison of Results of Operations for the years ended December 31, 2025 and 2024 The following table sets forth our statements of operations for the years ended December 31, 2025 and 2024: (in thousands, except change % data) Years Ended December 31, Change (2025 vs. 2024) 2025 ($) 2024($) $ YoY % Revenue Delivered events - Virtual and Hybrid 2,737 3,219 (482 ) (15.0 %) Delivered events - Physical 367 285 82 28.8 % Total Revenue 3,104 3,504 (400 ) (11.4 %) Cost of revenue ( 663 ) (652 ) 11 1.7 % Gross Profit 2,441 2,852 (411 ) (14.4 %) Operating expenses: Selling, General and Administrative Expenses 15,276 5,390 9,886 183.4 % Depreciation expenses 591 190 401 211.1 % Total operating expenses 15,867 5,580 10,287 184.4 % Loss from operations (13,426 ) (2,728 ) (10,698 ) 392.2 % Other income (expenses), net (5,799 ) (30 ) (5,769 ) NM Interest expenses (284 ) (210 ) (74 ) 35.2 % Loss before income taxes (19,509 ) (2,968 ) (16,541 ) 557.3 % Provision for income taxes - - - 0.0 % Net Loss (19,509 ) (2,968 ) (16,541 ) 557.3 % NM = not meaningful 30 Revenue Revenue decreased by approximately $0.4 million, or 11%, to approximately $3.1 million.
During the fiscal years ended December 31, 2024 and 2023, we spent $1,037,000 and $1,075,000, respectively, on acquisitions of computer hardware / equipment and capitalized software. Off-Balance Sheet Arrangements As of December 31, 2024, the Company did not have any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.
During the fiscal years ended December 31, 2025 and 2024, we spent $0.9 million and $1.0 million, respectively, on acquisitions of computer hardware / equipment and capitalized software.
Net Loss As a result of the foregoing, the net loss was approximately $2,968 thousand during the year ended December 31, 2024, compared to the net loss of approximately $1,688 thousand during the year ended December 31, 2023.
Net Loss As a result of the foregoing, the net loss was approximately $19.5 million during the year ended December 31, 2025, compared to the net loss of approximately $3.0 million during the year ended December 31, 2024. Liquidity and Capital Resources As of December 31, 2025 and 2024, we had cash of approximately $1.6 million and $0.05 million, respectively.
The increase in cash outflow was primarily due to the higher loss in the year ended December 31, 2024. Investing Activities Net cash used in investing activities decreased from approximately $1,075 thousand during the year ended December 31, 2023 to approximately $1,037 thousand during the year ended December 31, 2024.
Investing Activities Net cash used in investing activities decreased from approximately $1.0 million during the year ended December 31, 2024 to approximately $0.9 million during the year ended December 31, 2025. The decrease in cash outflows was primarily due to lower expenditures on the purchase of property and equipment and capitalized internal-use software during the year ended December 31, 2025.
The decrease in cash outflow was mainly due to a reduction in the amount capitalized with respect to the internally developed software. Financing Activities Net cash provided by financing activity increased from approximately $1,690 thousand during the year ended December 31, 2023 to approximately $3,213 thousand during the year ended December 31, 2024.
Financing Activities Net cash provided by financing activities increased from approximately $3.2 million during the year ended December 31, 2024 to approximately $1 2 .5 million during the year ended December 31, 2025.
We generally funded our operations with cash flow from operations, and, when needed, borrowing from financial institutions and capital injections from our principal shareholders. Our principal use of liquidity has been to fund our daily operations and working capital.
Liquidity is a measure of our ability to meet potential cash requirements. As of December 31, 2025, the Company had access to $18.0 million of liquidity through our ELOC. We generally have funded our operations with cash flow from operations, and, when needed, borrowing from financial institutions and capital injections from our principal stockholders.
The decrease was primarily driven by following factors: ● Revenue from delivered events – Virtual and Hybrid decreased by approximately $306 thousand, mainly due to a 2023 event that did not repeat in 2024. ● Revenue from delivered events – Physical increased by approximately $91 thousand, mainly due to a corporate restructuring which resulted in the addition of a full year of activity during the year ended December 31, 2024.
The decline was primarily driven by following factors: ● Virtual & Hybrid events decreased by $0.5 million, mainly due to an event series with our biggest customer that took place in the three-months ended March 31, 2024, but did not repeat in the three months ended March 31, 2025.
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Forward-Looking Statements This Annual Report on Form 10-K contains certain forward-looking statements and information relating to the Company within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on the beliefs of management as well as assumptions made by and information currently available to management.
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As of the date of this Annual Report, we primarily generate revenue from virtual and hybrid events delivered to corporate customers.
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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 “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “should,” “could,” or “may” and similar expressions or the negative thereof.
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We experienced a decrease in our total revenue in the fiscal year ended December 31, 2025 compared to the fiscal year ended December 31, 2024, mainly due to an event series with our biggest customer that took place in the three-month ended March 31, 2024, but did not repeat in the three months ended March 31, 2025.
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Important factors that could cause actual results to differ materially from those in the forward-looking statements included herein 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 annual report underlying or relating to any forward-looking statements.
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This event is held by our biggest customer every other year. For the fiscal years ended December 31, 2025 and 2024, we had total revenue of approximately $3.1 million and $3.5 million, respectively, and net loss of approximately $19.5 million and $3.0 million, respectively.
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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 Form 10-K to reflect future events or developments.
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For the fiscal years ended December 31, 2025 and 2024, the revenue generated from virtual and hybrid events was approximately $2.7 million and $3.2 million, respectively, accounting for approximately 88.2% and 91.9% of our total revenue, respectively; and the revenue generated from physical events was approximately $0.4 million and $0.3 million, respectively, accounting for approximately 11.8% and 8.1 % of our total revenue, respectively.
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Additional information on risk factors that may affect forward-looking statements is included under “Risk Factors” in this Form 10-K. Overview We are a provider of event planning, production, and broadcasting services headquartered in Pennsylvania. We mainly produce virtual and hybrid events and physical events.
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Our mission is to deliver top-tier planning, production, and broadcasting services for virtual, hybrid and physical events.
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Physical events mainly involve live streaming and video recording of physical events. 29 Factors Impacting Our Operating Results Our financial condition and results of operation have been and will continue to be affected by a number of factors, many of which may be beyond our control, including those factors set out in the section headed “Risk Factors” in this annual report and those described below.
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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. 29 Key Financial Performance Indicators Revenue Our revenue is derived from the provision of virtual and hybrid events and physical events on our Xyvid Pro platform.
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Change in demand for our products or platform We derive, and expect to continue to derive, a significant portion of our revenue and cash flows from producing virtual and hybrid events. Widespread adoption and use of live engagement technologies, webinars and event software in general, and our platform in particular, are critical to our future growth and success.
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Interest expenses Interest expenses consist of interest expenses arising from borrowings.
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If this market fails to grow or grows more slowly than we currently anticipate, demand for our platform could be negatively affected. Demand for our platform is affected by a number of factors, many of which are beyond our control.
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This event is held by our biggest customer every other year. ● Physical events increased by $0.1 million mainly due to a significant amount of more deals closed and delivered within the period vs the same time period last year. Cost of Revenue Cost of revenue increased by approximately $0.01 million, or 1.7%, to approximately $0.7 million.
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Some of these potential factors include: ● availability of products and services that compete, directly or indirectly, with ours; ● awareness and adoption of live engagement technologies, generally, as a substitute for in-person events; ● ease of adoption and use of the relevant technologies; ● features and platform experience; ● reliability of our platform, including frequency of outages; ● performance and user support; ● our brand and reputation; ● security and privacy; ● our pricing and our competitors’ pricing; and ● new modes of live engagement that may be developed in the future.
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Cost of revenue remained relatively flat while physical events revenue increased mainly due to continued efficiencies in the way events are delivered so equipment and staff are maximized within the specific region or location of events.
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If we fail to successfully predict and address these factors, meet customer demands or achieve more widespread market adoption of our platform, our business could be harmed.
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Selling, General and Administrative Expenses (“SG&A expenses”) SG&A expenses increased by approximately $9.9 million, or 183%, to approximately $15.3 million, of which $10 million were non-cash related expenses for items such as stock-based-compensation.
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Ability to respond to rapid technological changes, extend our platform or develop new features The markets in which we compete are characterized by rapid technological changes and the frequent introduction of new products and services.
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The company also incurred $1.7 million in expenses related to being a public company, while the remaining came from $3.1 million of payroll and $0.4 million in business operations. Depreciation Expense Depreciation expense increased by $0.4 million to $0.6 million due to continued development of TEN Pro during the 2025 calendar year.
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Our ability to attract new customers and retain and expand the usage of existing customers depends on our ability to enhance and improve our platform, and to introduce new features and solutions. Our customers may require features and capabilities that our current platform does not have.
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Other Income (Expense), net Other income (expense) increased by approximately $5.8 million to approximately $5.8 million primarily due to an impairment loss recognized on our software and loss on debt restructuring. Interest Expense Interest expense increased by approximately $0.1 million, or 35%, to approximately $0.3 million primarily due to interest owed to V-Cube Inc. for loans made to us .
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We are focused on improving the quality and range of our service offerings and are committed to investing in research and development. Our enhancements to our platform, features or capabilities may not be compelling to our existing or potential customers and may not gain market acceptance.
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V-Cube acted as one of our main sources of funding in 2025. As TEN continues to grow, it expects to continue funding its operations by issuing shares to a wider stockholder base and/or accessing the ELOC for additional capital subject to market conditions. Our principal use of liquidity has been to fund our daily operations and working capital.
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If our research and development investments do not accurately anticipate customer demand, or if we fail to develop our platform in a manner that satisfies customer preferences in a timely and cost-effective manner, we may fail to retain our existing customers or increase demand for our platform.
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See “Contractual Obligations and Commitments” for a discussion of our material cash requirements and “Cash flows for the years ended December 31, 2025 and 2024” for a discussion of the anticipated sources of funds needed to satisfy those cash requirements.
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The introduction of competing services or the development of entirely new technologies to replace existing offerings could make our platform obsolete or adversely affect our business, results of operations and financial condition. We may experience difficulties with software development, design or marketing that could delay or prevent our development, introduction, or implementation of new services, features, or capabilities.
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The increase in cash outflows was primarily driven by higher operating expense associated with the Company’s transition to a public company, including increased professional fees, payroll, and other corporate infrastructure cost, as well as the higher net loss reported in the year ended December 31, 2025 .
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New services, features or capabilities may not be released according to schedule. Any delays could result in adverse publicity, loss of revenue or market acceptance, or claims by customers brought against us, all of which could harm our business.
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If customers do not widely adopt our new services, features and capabilities, we may not be able to realize a return on our investment.
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If we are unable to develop, license or acquire new features and capabilities to our platform on a timely and cost-effective basis, or if such enhancements do not achieve market acceptance, our business could be harmed. 30 Ability to effectively develop and expand our marketing capabilities Our ability to increase our customer base and achieve broader market acceptance of our services will depend to a significant extent on our ability to expand our marketing and sales operations.
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We plan to continue expanding our sales and marketing capabilities, including through additional investment in digital marketing and sales team expansion. If we are unable to expand our sales and marketing operations, our future revenue growth and business could be adversely impacted.
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Identifying and recruiting qualified sales representatives and training them is time consuming and resource intensive, and they may not be fully trained and productive for a significant amount of time. We also plan to dedicate resources to sales and marketing programs, including internet and other online advertising.
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All of these efforts will require us to invest significant financial and other resources, as the cost to acquire customers through these efforts is high. Our business will be harmed if our efforts do not generate a correspondingly significant increase in revenue.
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Competitive market The webcasting market is competitive and rapidly changing, and existing and new market entrants, particularly established companies with greater resources than we have, that provide technologies to improve communication and engagement technologies or platforms, such as artificial intelligence and machine learning, could also increase the level of competition in the market.
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We face competition from many large and small companies, which include, but are not limited to, Zoom, ON24, GlobalMeet, Cvent, Bizzabo, and Meeting Tomorrow. Our competitors vary in size and in the breadth and scope of the products and services they offer.
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Many of our actual and potential competitors benefit from competitive advantages over us, such as greater name recognition; longer operating histories; more varied products and services; larger marketing budgets; more established marketing relationships; more third-party integration; greater accessibility across devices or applications; greater access to larger user bases; and greater financial, technical, and other resources.
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Some of our competitors may make acquisitions or strategic investments or enter into strategic relationships to offer a broader range of products and services than we do, which may prevent us from using such third parties’ technology or offering such products or services. These combinations may make it more difficult for us to compete effectively.
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We expect these trends to continue as competitors attempt to strengthen or maintain their market positions. As we introduce new products or services, and with the introduction of new technologies and market entrants, we expect competition to intensify in the future. Demand for our platform is price sensitive.
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Many factors, including our pricing and marketing strategies, customer acquisition, and technology costs, as well as the pricing and marketing strategies of our competitors, can significantly affect our pricing strategies.
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Certain competitors offer, or may in the future offer, lower-priced or free products or services that compete with our platform or certain aspects of our platform, and they may offer a broader range of products and services than we do.
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Even if such competing products do not include all of the features and functionality that we provide, we could face pricing pressure to the extent that customers find such alternative products to be sufficient to meet their needs.
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Similarly, certain competitors or potential competitors may use marketing strategies that enable them to acquire customers at a lower cost than we can. Moreover, our major customers may demand substantial price concessions. As a result, we may be required to provide our major customers with pricing below our targets in the future.
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As a result, we could lose market share to our competitors or be forced to engage in price-cutting initiatives or other discounts to attract and retain customers, each of which could harm our business, results of operations and financial condition.
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Future Outlook of Market Trends Customer Concentration We had a single customer that represented approximately 64.6% and 51.1% of our revenue for the years ended December 31, 2024 and 2023, respectively, and if they were to reduce their purchases, it may have an outsized effect on our revenue, cash and profitability.
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Our sales team is actively pursuing new customers in our existing sales channels as well as adding new sales channels to enhance our up-selling and cross-selling potential.
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Competitive Landscape Within the webcasting market segment, larger companies, such as Zoom, ON24, GlobalMeet, Cvent, can leverage their extensive and agile infrastructure to swiftly adapt to emerging market trends, such as software-as-a-service related offerings, production related enhancements, Artificial Intelligence (AI) integrations, etc. As market leaders, these companies may be able to set industry standards while driving the pace of innovation.
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We continue to closely monitor our competition to better understand market trends and their potential impact on our business, if any. 31 Security Considerations Our cybersecurity is paramount for safeguarding our internally created software platform to ensure the protection of sensitive data and intellectual property.
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We are developing robust security measures to mitigate the risk of cyber threats, such as data breaches or unauthorized access, which could compromise the integrity and reputation of our Company. By prioritizing cybersecurity, we seek to maintain trust among stakeholders, uphold regulatory compliance, and sustain uninterrupted operations.
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Future Prospects During the COVID-19 pandemic, we saw a significant increase in usage of our platform and services. Following the pandemic, some of our customers reduced their use of our platform, and additional customers may do so in the future.
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Other than as disclosed in the consolidated financial statements and the related notes included elsewhere in this annual report, we are not aware of any other trends, uncertainties, commitments or events for the years ended December 31, 2024 and 2023 that are reasonably likely to have a material adverse effect on our net revenue, income, profitability, liquidity or capital resources, or cause such financial statements to be not necessarily indicative of future operations results or financial condition.
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During the year ended December 31, 2023, we only reported revenue from “delivered events – physical” in June through December of 2023. Cost of Revenue Cost of revenue increased by approximately $97 thousand, or 17.5%, to approximately $652 thousand.
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Cost of revenue increased while revenue decreased mainly due to higher outsourced labor costs associated with physical events and a singular hybrid event that required significant third-party production and labor costs. 33 Selling, General and Administrative Expenses (“SG&A expenses”) SG&A expenses increased by approximately $648 thousand, or 13.7%, to approximately $5,390 thousand, mainly due to accounting and professional service expenses, computer and software related expenses, and increased payroll expenses due to the addition of key members of the management team.
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Other Income (Expense), net and Interest Expenses The total of other expenses and interest expenses increased by approximately $216 thousand, or 900.0%, to approximately $240 thousand primarily due to the increase in borrowing.
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Cash Flows/Liquidity Cash flows for the years ended December 31, 2024 and 2023 As of December 31, 2024 and 2023, we had cash of approximately $48 thousand and $357 thousand, respectively. Liquidity is a measure of our ability to meet potential cash requirements.