Nasdaq Alerts TON Strategy Over $272 Million Toncoin Acquisition

Nasdaq has issued a warning to TON Strategy regarding its significant purchase of Toncoin worth $272.7 million. The reprimand concerns the company's failure to secure necessary shareholder approval for stock issuance related to this investment.

Key Takeaways

Nasdaq reprimanded TON Strategy for rule violations related to a $272.7 million Toncoin purchase.
Shareholder approval was mandatory due to the substantial issuance of common stock involved.
Almost 49% of the PIPE financing was allocated for the Toncoin investment, which required prior shareholder consent.
Nasdaq deemed the rule violations unintentional and not an attempt to evade compliance, thus no further actions are required.

Nasdaq issues warning to TON Strategy over $272M Toncoin purchase

Nasdaq Issues Reprimand to TON Strategy

TON Strategy, a publicly traded firm known for accumulating Toncoin tokens linked to Telegram and formerly recognized as Verb Technology Company, has received a reprimand from Nasdaq for violating regulatory rules regarding its Toncoin purchases.

In a letter issued by Nasdaq, the company was called out for its $272.7 million Toncoin acquisition and related private investment in public equity (PIPE) financing, noting that they did not secure the necessary shareholder approval for the stock issuance.

Nasdaq emphasized that obtaining shareholder approval is crucial when common stock issuance makes up at least 20% of the company's total shares outstanding.

Use of PIPE Financing

On August 4, Verb Technology Company disclosed a $558 million PIPE financing aimed at creating a publicly listed TON Treasury Strategy Company in collaboration with Kingsway Capital. The financing deal was finalized on August 7, following the issuance of common stock and pre-funded warrants in accordance with a subscription agreement made on August 3.

The filing indicated that nearly 48.78% of the funds from the PIPE were allocated for the Toncoin purchase, thereby necessitating shareholder approval which was not obtained. Additionally, on the closing date, TON Strategy undertook a significant restructuring, including the appointment of Manuel Stotz as the new executive chairman, who is a former president of the TON Foundation.

While pointing out these compliance failures, Nasdaq concluded that TON Strategy’s violations were unintentional and not made to shirk compliance responsibilities. "Those failures did not appear to have been the result of a deliberate intent to avoid compliance, and as such, the staff believes that delisting the company's securities is not an appropriate sanction," Nasdaq stated, noting that no further action is required.

This news emerged just weeks after Veronika Kapustina, the CEO of TON Strategy, expressed concerns in early October 2025 about the potential bubble forming in the digital asset treasury market, as several projects have been launched this year.

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