TON Strategy, a publicly traded company that accumulates Toncoin tokens linked to Telegram and formerly operated as Verb Technology Company, has been reprimanded by Nasdaq for violating rules related to Toncoin purchases.
Nasdaq has issued a letter of reprimand to TON Strategy in connection with its $272.7 million purchase of TONCoin and related investment in private equity (PIPE) financing.
TON Strategy was unable to receive shareholder approval for the issuance of shares under PIPE financing to purchase TONCoin (TON), Nasdaq said in an 8-K filing with the U.S. Securities and Exchange Commission on Wednesday.
Nasdaq emphasized that stockholder approval is required for common stock issuances representing at least 20% of the company’s total outstanding shares.
49% of PIPE funds used
Verb Technology Company announced on August 4 a $558 million PIPE financing in partnership with Kingsway Capital to create publicly traded TON Treasury Strategy Company.
The PIPE financing was completed on August 7th following the issuance of common stock and pre-funded warrants pursuant to an underwriting agreement dated August 3rd. As 48.78% of PIPE’s proceeds were used to fund the purchase of Toncoin, shareholder approval was required, but was not received, the filing said.
On the closing date of the transaction, TON Strategy also noted that it had also completed significant organizational restructuring, including the appointment of Manuel Stotts, former chairman of the TON Foundation, as the new executive chairman.
While highlighting the compliance failure, Nasdaq concluded that TON Strategy’s violation of the rules was unintentional and not an attempt to avoid compliance.
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“These failures do not appear to be the result of any deliberate intent to avoid compliance, and as such, staff believes that delisting the company’s securities is not an appropriate sanction,” Nasdaq said, adding that no further action was necessary.
This news comes weeks after TON Strategy CEO Veronika Kapustina said that digital asset bonds, some of which were launched this year, are starting to show signs of a bubble as of early October 2025.
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