Nasdaq Slaps TON Strategy With Reprimand Over Toncoin Purchase

TON Strategy received a formal reprimand from Nasdaq on October 28, 2025, for violating shareholder approval requirements.

The violation stemmed from the company’s $272.7 million Toncoin acquisition and accompanying private placement financing completed in August 2025.

JUST IN : 💰 The $TON treasury company TON Strategy received a warning from Nasdaq for carrying out a transaction that required shareholder approval without obtaining it.

— PrimeX BTC (@PrimeXBitcoin) November 3, 2025

The exchange determined that TON Strategy, previously operating as Verb Technology, breached Nasdaq Listing Rules 5635(a) and 5635(b).

The company issued shares to fund its crypto purchase without obtaining necessary shareholder consent.

Nasdaq’s investigation concluded the violations were not intentional. TON Strategy’s securities will remain listed on Nasdaq. The exchange considers the matter closed following the company’s disclosure filing.

Dual Rule Breaches Tied to TON Strategy PIPE Financing

Nasdaq identified two distinct violations during TON Strategy’s transition into a Toncoin treasury company. The first breach involved a private investment in public equity financing that concluded on August 7, 2025.

The PIPE transaction triggered substantial leadership restructuring. Manuel Stotz of Kingsway Capital assumed the role of Executive Chairman. Kingsway Capital simultaneously acquired approximately 19.99% of outstanding common stock.

Nasdaq ruled this constituted a change of control under Rule 5635(b), requiring shareholder approval. TON Strategy had consulted outside advisors who incorrectly determined shareholder consent was unnecessary.

The second violation related to the Toncoin purchase agreement dated July 31, 2025. The cryptocurrency acquisition totaled approximately $272.7 million.

Completion of the transaction depended on the PIPE financing closing successfully.

Nasdaq calculated that 48.78% of PIPE proceeds directly funded the Toncoin purchase. This represented multiple times the company’s pre-financing share count.

Rule 5635(a) mandates shareholder approval when stock issuance for asset purchases exceeds 20% of outstanding shares.

TON Strategy Pivot from Social Commerce to Crypto Treasury

TON Strategy transformation from Verb Technology, shifted from social commerce operations to cryptocurrency treasury management.

Verb technology raised $558 million PIPE financing through oversubscription led by Kingsway Capital. Over 110 institutional and crypto-native investors participated.

We're excited to share that $VERB, soon to become Ton Strat Co, has successfully raised $558M and has launched the world's first and largest Digital Asset Treasury (DAT) strategy with $TON 🚀.

110+ crypto-native and traditional finance investors are in the mix🔥, with Kingsway…

— tonstrat (@tonstrat) August 8, 2025

Notable participants included Vy Capital, Blockchain.com, and Ribbit Capital

TON Strategy allocated approximately 77% of raised capital toward acquiring and staking Toncoin. The company targets building one of the largest Toncoin holdings globally.

Following the rebranding announcement, TON Strategy’s stock price surged over 170%. The company focuses on Toncoin’s integration within Telegram’s ecosystem.

The platform facilitates payments, ad revenue distribution, and tokenized asset trading.

Telegram currently serves over one billion monthly active users worldwide. The disclosure via Form 8-K filing with the Securities and Exchange Commission satisfies all remaining regulatory obligations.