Nasdaq Issues Reprimand to TON Strategy Over Toncoin Purchase of $272 Million

In a recent decision, Nasdaq has reprimanded TON Strategy Company for not meeting shareholder approval requirements related to its $272 million acquisition of Toncoin, along with associated private placement financing. Despite these compliance failures, the firm will continue to trade on the exchange, as the regulatory body concluded that the violations were unintentional.

Key Takeaways

Nasdaq reprimanded TON Strategy for non-compliance related to its $272 million Toncoin acquisition.
The violations were deemed unintentional, allowing the firm to remain listed.
The reprimand is linked to changes in control and the necessity of shareholder approval for specific transactions.
TON Strategy has committed to future compliance and will continue trading under the ticker TONX.
The firm’s strategy reflects a broader trend in the institutional adoption of digital assets in treasury management.

Nasdaq Issues Reprimand to TON Strategy Over Toncoin Purchase of $272 Million

The company received the formal reprimand letter on October 28, following an inquiry into its transaction model from August 2025.

The strategic maneuver came as part of a $558 million private investment aimed at entering the blockchain treasury management sector.

Image related to TON Strategy

Key Compliance Issues Associated with Toncoin Acquisition

The reprimand highlights two compliance violations as outlined in Nasdaq’s Listing Rules 5635(a) and 5635(b).

First Violation: This is linked to a private placement conducted on August 7, where roughly 58.7 million shares and pre-funded warrants were sold at $9.51 each. Nasdaq ruled this transaction led to a change in control of the company since the Executive Chairman purchased around 19.99% ownership, coinciding with significant leadership changes.
Second Violation: This violation relates to the $272.7 million Toncoin acquisition agreement established by a subsidiary on July 31. As nearly half (48.78%) of the proceeds from the private placement were allocated towards purchasing digital assets, it ruled that securing shareholder approval was essential under Rule 5635(a).

The company had sought guidance from external advisors who believed they were in compliance with regulations. Nasdaq noted that the completion of the Toncoin purchase depended on finishing the private placement.

Since a significant portion of the financing was directed toward digital assets, Nasdaq mandated that the company must secure shareholder consent before issuing stock representing 20% or more of the total voting power connected to asset acquisitions.

Company Acknowledges Sanction and Promises Future Compliance

After discussions with the company’s leadership, Nasdaq concluded that TON Strategy had not engaged in a sustained pattern of non-compliance and had inadvertently breached the rules. The exchange decided to issue a reprimand instead of pursuing delisting, given the firm’s commitment to compliance.

On October 29, TON Strategy disclosed the reprimand via a Form 8-K filing and no additional actions are required. The company accepted this decision and considers the issue resolved, allowing its shares to continue trading on Nasdaq under the ticker TONX.

A Strategic Shift Reflecting Larger Industry Trends

Originally branded as Verb Technology, TON Strategy rebranded itself following the August transaction, making it the first publicly traded company in the U.S. to utilize Toncoin as a central treasury asset. Following the announcement, the company’s shares skyrocketed by 193.38%, driven by investor excitement regarding their blockchain integration strategy, though Toncoin saw a slight decrease of 3.3%.

The firm plans to keep 77% of the raised funds in liquid assets while seeking to acquire up to 5% of Toncoin’s circulating market cap. The strategy includes earning returns through staking mechanisms on the TON network, with expectations of cash-flow-positive results over time.

This strategy mirrors that of SOL Strategies, which established an institutional validator framework on Solana, raising $500 million through convertible notes and obtaining over 260,000 SOL, with about 60% staked to yield returns between 6% to 8%.

The digital asset treasury concept is expanding beyond Bitcoin-centric approaches. For instance, Fundstrat’s Tom Lee's company, BitMine Immersion Technologies, recently acquired 379,271 ETH, valued at approximately $1.5 billion, across three major acquisitions, positioning itself as the largest holder of Ether with over 3 million ETH.

The goal is to gain control of 5% of all circulating Ether, starting its accumulation in early July when prices were around $2,500. TON Strategy is well-positioned within The Open Network's ecosystem, which has strong ties with Telegram, as TON is its exclusive blockchain partner for advertising, mini-apps, and tokenized assets.