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Nasdaq Reprimands TON Strategy Over Toncoin Purchase Rule Violations

Monday Nov 3 2025 14:20

2 min

Table of Contents

1. Article Highlights
2. Nasdaq Reprimands TON Strategy for Toncoin Purchase Rule Violations
2.1 49% of PIPE Financing Utilized

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.

Risk Warning: This article is provided for informational purposes only and does not constitute investment advice, investment research, or a recommendation to trade. The views expressed are those of the author and do not necessarily reflect the position of Markets.com. When considering shares, indices, forex (foreign exchange), and commodities for trading and price predictions, remember that trading CFDs involves a significant degree of risk and may not be suitable for all investors. Leveraged products can result in capital loss. Past performance is not indicative of future results. Before trading, ensure you fully understand the risks involved and consider your investment objectives and level of experience. Cryptocurrency CFD trading restrictions may apply depending on jurisdiction.

Written by:

Sophia Claire

Nasdaq Reprimands TON Strategy Over Toncoin Purchase Rule Violations

Article Highlights

Nasdaq Reprimands TON Strategy for Toncoin Purchase Rule Violations

49% of PIPE Financing Utilized

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