Nasdaq Issues Warning to TON Strategy Over Toncoin Financing
Nasdaq has reprimanded TON Strategy, a publicly traded company known for its accumulation of Toncoin tokens, for failing to obtain the necessary shareholder approval in connection with a major financing deal used to purchase the cryptocurrency linked to Telegram.
Details of Rule Violation
According to an 8-K filing by TON Strategy with the U.S. Securities and Exchange Commission on Wednesday, Nasdaq found that the company breached its listing rules. The breach was tied to a $272.7 million Toncoin acquisition funded through a private investment in public equity (PIPE) financing. This PIPE deal, totaling $558 million, closed on August 7. Under its terms, new common shares and pre-funded warrants were issued as part of a subscription agreement signed on August 3.
Nasdaq stated that its regulations require shareholder approval if the issuance of new stock accounts for at least 20% of a company's total shares outstanding. In TON Strategy's case, 48.78% of the PIPE proceeds were allocated to the Toncoin purchase, triggering the threshold for shareholder consent. The company did not seek or receive this approval before finalizing the transaction.
Company Restructuring and Response
On the same day the PIPE financing closed, TON Strategy completed a significant corporate restructuring, including the appointment of Manuel Stotz as executive chairman. The company was formerly known as Verb Technology Company before pivoting toward digital asset holdings.
Nasdaq's review concluded that the companys compliance failures were inadvertent. The exchange said it found no evidence suggesting TON Strategy deliberately tried to violate listing standards. As a result, Nasdaq opted not to delist the companys securities and has taken no further action.
Industry Context
The reprimand comes as digital asset treasuries remain under close scrutiny by regulators and exchanges. Recent statements from TON Strategy CEO Veronika Kapustina noted digital asset reserves are secure as of early October 2025. The companys shift toward holding TON, the token associated with the Telegram network, has drawn attention within the industry and from market oversight bodies.
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