Nasdaq Reprimands TON Strategy for Failing to Secure Shareholder Approval in Toncoin Financing Deal

Highlights:

• Nasdaq has reprimanded TON Strategy for rule breaches in its Toncoin financing process.
• The TON Strategy avoided delisting after Nasdaq found the rule violations were not intentional.
• The firm rebranded and expanded its blockchain treasury model after the Toncoin transaction.

Nasdaq issued a formal reprimand to TON Strategy after reviewing its $272.7 million Toncoin purchase. The ruling came after the company was unable to achieve shareholder approval before issuing stock under its $558 million direct issue financing. Nasdaq emphasized that the transaction breached listing standards, as prior approval is necessary in cases where new shares represent more than 20% of the total shares outstanding.

NASDAQ REPRIMANDS 'TON STRATEGY' $TONX FOR $558M STOCK SALE TO BUY $TON

FIRM FAILED TO GET SHAREHOLDER APPROVAL FOR PIPE AND $273M $TON PURCHASE

— The Wolf Of All Streets (@scottmelker) November 3, 2025

The reprimand followed an internal inquiry into the August 2025 transaction. TON Strategy had completed a major financing round through the sale of shares and pre-funded warrants to acquire Toncoin. However, it did not seek shareholder consent for the share issuance tied to this investment. The exchange issued its Letter of Reprimand on October 28 and disclosed the matter in an SEC filing the following day.

Nasdaq stated that the company’s breaches were unintentional and did not show an attempt to avoid compliance. It added that delisting would not be appropriate given the nature of the violations. TON Strategy remains listed on Nasdaq, with the exchange confirming that no further enforcement action is required at this time.

Nasdaq Reprimands TON Strategy After Rule Breaches Found

Nasdaq identified two rule breaches connected to TON Strategy’s financing activities. The first involved the private placement completed on August 7, which raised $558 million. The firm sold approximately 58.7 million shares and pre-funded warrants priced at $9.51 per unit. Almost half of the financing, about 48.78%, funded the Toncoin purchase through a subsidiary.

Another milestone for crypto. Verb Technology secures $558M private raise marking a pivotal step in institutional TON adoption. @ton_blockchain's impact + @blockchain’s institutional expertise = a new era of blockchain innovation.

Thrilled to join the TON Strategy Co as a…

— Peter Smith (@OneMorePeter) August 4, 2025

Under Nasdaq rules, such transactions require shareholder approval when share issuance equals 20% or more of existing stock. The company exceeded that threshold but did not secure consent. During the financing process, the exchange also found that ownership and leadership changes signified a possible change of control. Kingsway Capital played a key role in the deal, and its founder, Manuel Stotz, became the new executive chairman.

The TON Strategy used outside counsel who thought the structure met exchange requirements. The review by Nasdaq, however, led it to a different conclusion. It pointed out that the actions by the firm did not have any intent to violate regulations. “Those failures did not appear to have been the result of deliberate intent to avoid compliance,” Nasdaq said in its letter. The company accepted the findings and pledged to strengthen its oversight of future transactions. It has also committed to working closely with Nasdaq to maintain full compliance.

TON Strategy Expands Blockchain Treasury Model After Rebranding

After the August funding, Verb Technology changed its name to TON Strategy. The new direction made it the first U.S.-listed company to peg its corporate treasury at Toncoin. The company also sought to put blockchain assets on its balance sheet as it developed yield by staking on the TON network.

The model reflects approaches in other blockchain networks. An example is SOL Strategies, which has accrued more than 260,000 SOL, and BitMine Immersion Technologies has recently acquired substantial quantities of Ether. These actions indicate a broader trend where companies pursue returns on blockchain-based treasury assets.