Nasdaq Reprimands TON Strategy Over $272M Toncoin Purchase

Nasdaq has reprimanded TON Strategy Company for violating shareholder approval requirements in connection with its $272 million Toncoin acquisition and related private placement ￰2￱ company will remain listed on the exchange after regulators determined that the violations were unintentional rather than deliberate attempts to bypass compliance ￰3￱ Strategy received the formal Letter of Reprimand on October 28, following an investigation into its August 2025 transaction ￰4￱ firm avoided delisting after Nasdaq staff concluded that it had inadvertently breached listing rules during a $558 million private investment that funded its shift into blockchain treasury management.) and 5635(b) .

The first violation stems from the company’s August 7 private placement , which raised capital through the sale of approximately 58.7 million shares and pre-funded warrants at $9.51 per ￰5￱ determined that this transaction resulted in a change of control after the Executive Chairman, through Kingsway Capital Limited Partners, acquired approximately 19.99% ownership alongside major leadership restructuring. 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 The second violation involved the $272.7 million Toncoin purchase agreement executed by a company subsidiary on July ￰6￱ 48.78% of the private placement proceeds funded the digital asset acquisition, representing a multiple of the firm’s pre-financing share count, Nasdaq ruled that prior shareholder approval was mandatory under Rule 5635(a).

The company had relied on outside advisors who believed the transaction complied with existing ￰7￱ noted in its letter that the closing of the Toncoin purchase was contingent upon completion of the private ￰8￱ substantial proportion of financing directed toward digital assets triggered the requirement that the company obtain shareholder consent before issuing stock representing 20% or more of the outstanding shares or voting power in connection with asset ￰9￱ Accepts Sanction, Commits to Future Compliance Nasdaq determined that TON Strategy showed no pattern of non-compliance and appeared to have inadvertently violated the rules, based on staff discussions with company ￰10￱ regulator weighed these factors alongside the firm’s commitment to work with the exchange on future compliance matters before issuing the reprimand rather than pursuing delisting ￰11￱ disclosure of the reprimand through a Form 8-K filing on October 29, no further action is required from the ￰12￱ Strategy accepted the staff’s determination and considers the matter closed, with its shares continuing to trade on Nasdaq under the ticker ￰13￱ Shift Mirrors Broader Institutional Trend The company, formerly known as Verb Technology, rebranded as TON Strategy following the August transaction that positioned it as the first ￰14￱ traded firm to adopt Toncoin as a core treasury ￰15￱ the time of the announcement, shares surged 193.38% due to investor enthusiasm surrounding the blockchain integration strategy, even as Toncoin itself declined by 3.3%.

The firm planned to retain 77% of the raised capital in liquid assets while targeting the acquisition of up to 5% of Toncoin’s circulating market ￰16￱ strategy involves generating yield through TON network staking mechanisms, with the company expecting cash-flow-positive returns over ￰17￱ Technology ($VERB) has secured $558M to launch the first public $TON treasury, rebranding as TON Strategy Co. #Toncoin #Verb ￰0￱ — ￰18￱ (@cryptonews) August 4, 2025 This approach resembles SOL Strategies’ institutional validator framework on Solana, which has raised $500 million through convertible notes and accumulated over 260,000 SOL , with approximately 60% staked for yields ranging from 6% to 8%.

The digital asset treasury model has gained momentum across multiple networks beyond Bitcoin-centric strategies. Fundstrat’s Tom Lee’s company, BitMine Immersion Technologies, recently accumulated 379,271 ETH , worth roughly $1.5 billion, across three major purchases, becoming the largest Ether treasury holder with over 3 million ￰19￱ firm seeks to eventually control 5% of all Ether in circulation, having begun its accumulation in early July when prices were near $2,500. Fundstrat’s Tom Lee @fundstrat believes the recent excitement around DATs is cooling, but his confidence in Ether remains firm. #Fundstrat #Ethereum ￰1￱ — ￰20￱ (@cryptonews) October 19, 2025 TON Strategy anchored its holdings in The Open Network’s native token, benefiting from deep integration with Telegram, which designated TON as its exclusive blockchain partner for advertising, mini-apps, and tokenized assets.