TON Strategy is a publicly traded company that specializes in accumulating Toncoin tokens related to Telegram. It previously operated under the name Verb Technology Company and is now facing a reprimand from Nasdaq for violations related to its Toncoin purchases.
Nasdaq issued a reprimand letter regarding TON Strategy's $272.7 million Toncoin purchases and related private investment in public equity (PIPE) financing.
According to Nasdaq, TON Strategy failed to obtain shareholder approval for the stock issuance under the PIPE financing to purchase Toncoin (TON). Nasdaq stated this in an 8-K filing submitted to the U.S. Securities and Exchange Commission (SEC) on Wednesday.
Nasdaq emphasized that shareholder approval is required when the issuance of common stock represents at least 20% of the company's total outstanding shares.
Verb Technology Company announced a $558 million PIPE financing on August 4, in collaboration with Kingsway Capital, to establish a publicly listed TON treasury strategy company.
The PIPE financing was completed on August 7, following the issuance of common stock and pre-paid warrants under a subscription agreement signed on August 3. The document stated that since 48.78% of the PIPE proceeds were used to fund the purchase of Toncoin, shareholder approval was required but not obtained.
The document also mentioned that on the closing date, TON Strategy completed a significant restructuring, including the appointment of a new executive chairman, Manuel Stotz, who is the former chairman of the TON Foundation.
While emphasizing compliance failures, Nasdaq concluded that TON Strategy's rule violations were unintentional and not an attempt to evade compliance.
"These errors do not appear to be the result of an intentional effort to avoid compliance; therefore, staff believes that delisting the company's securities is not an appropriate sanction," Nasdaq stated, adding that no further action is necessary.
This news comes weeks after TON Strategy CEO Veronika Kapustina stated that by early October 2025, digital asset treasuries—of which several have launched this year—are beginning to show signs of a bubble.
Related: Analyst: "Dinosaur-level" cryptocurrencies will absorb institutional funds flowing into altcoins
Original article: “Nasdaq Issues Warning to TON Strategy Over $272 Million Toncoin Token Purchases”
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