The exchange ruled that TON Strategy failed to seek required shareholder approval for a major PIPE financing used to acquire Toncoin, but stopped short of recommending delisting.
Nasdaq Issues Formal Warning
TON Strategy — formerly known as Verb Technology Company — has received a reprimand from Nasdaq for failing to comply with shareholder approval requirements tied to its $272.7 million Toncoin (TON) acquisition and $558 million private investment in public equity (PIPE) financing.
According to a filing with the U.S. Securities and Exchange Commission (SEC), Nasdaq found that TON Strategy issued common stock exceeding 20% of its outstanding shares without obtaining shareholder consent — a breach of Nasdaq’s corporate governance rules.
The PIPE financing, completed in early August, was intended to fund the creation of a publicly traded Toncoin treasury company in partnership with Kingsway Capital. However, 48.78% of the PIPE proceeds were directly used to purchase Toncoin — triggering the shareholder approval requirement.
No Intentional Misconduct Found
While Nasdaq identified a procedural violation, the exchange emphasized that TON Strategy’s non-compliance appeared unintentional.
“Those failures did not appear to have been the result of a deliberate intent to avoid compliance, and… delisting the company’s securities is not an appropriate sanction,”
— Nasdaq staff statement, via SEC filing.
As a result, Nasdaq declined to impose further penalties, allowing TON Strategy’s shares to remain listed.
The reprimand comes amid broader scrutiny of digital asset treasury firms, a growing niche where public companies manage large crypto reserves on behalf of investors or strategic partners.
Corporate Restructuring and Leadership Changes
The reprimand coincided with TON Strategy’s August restructuring, which included the appointment of Manuel Stotz, former president of the TON Foundation, as executive chairman.
The company has pivoted from its legacy SaaS video technology business toward crypto asset management, focusing on building a Toncoin-based treasury strategy.
TON, the native token of the Telegram Open Network (TON) ecosystem, was trading around $2.16 as of Wednesday.
The development follows recent comments from TON Strategy CEO Veronika Kapustina, who warned in October that digital asset treasuries may be forming a speculative bubble, as multiple firms have launched similar blockchain treasury models in 2025.
Analysts note that while Nasdaq’s reprimand won’t disrupt TON Strategy’s listing, it serves as a cautionary signal for other crypto-treasury ventures seeking public market exposure.
Disclaimer
This content is for informational purposes only and does not constitute financial, investment, or legal advice. Cryptocurrency trading involves risk and may result in financial loss.