Article Highlights

• Nasdaq reprimands TON Strategy for Toncoin purchase rule violations.
• Failure to obtain shareholder approval for stock issuance in PIPE financing.
• Nasdaq deems violations unintentional and requires no further action.

Nasdaq Reprimands TON Strategy for Toncoin Purchase Rule Violations

TON Strategy, a publicly traded entity engaged in accumulating Toncoin tokens connected to the Telegram messaging app, has faced a reprimand from Nasdaq due to rule breaches pertaining to its Toncoin acquisitions. Nasdaq issued a letter of reprimand to TON Strategy concerning a $272.7 million Toncoin purchase and a related private investment in public equity (PIPE) financing. According to Nasdaq, TON Strategy did not obtain shareholder approval for the issuance of stock under the PIPE financing used to purchase Toncoin (TON). Nasdaq outlined in an 8-K filing submitted to the U.S. Securities and Exchange Commission on Wednesday that shareholder approval is mandatory when the issuance of common stock constitutes at least 20% of the company’s total outstanding shares.

49% of PIPE Financing Utilized

Verb Technology Company had previously announced a $558 million PIPE financing on August 4, aimed at establishing a publicly listed TON Treasury Strategy Company in partnership with Kingsway Capital. The PIPE financing concluded on August 7, following the issuance of common stock and pre-funded warrants based on a subscription agreement dated August 3. The filing stated that since 48.78% of the PIPE proceeds were allocated to funding the Toncoin purchase, shareholder approval was necessary but was not obtained. The filing also noted that on the closing date, TON Strategy completed a significant restructuring, which included the appointment of Manuel Stotz, former president of the TON Foundation, as the new executive chairman. While underscoring compliance failures, Nasdaq concluded that TON Strategy's rule violations were unintentional and did not reflect an attempt to circumvent compliance. Nasdaq clarified that “those failures did not appear to have been the result of a deliberate intent to avoid compliance, and that, as such, the staff believes that delisting the company’s securities is not an appropriate sanction,” further stating that no additional action is required. The news emerged weeks after TON Strategy CEO Veronika Kapustina suggested that digital asset treasuries – several of which have launched this year – were beginning to exhibit signs of a bubble as of early October 2025.