.jpeg)
Nasdaq has issued a formal reprimand to TON Strategy, a company focused on accumulating Toncoin, for rule violations concerning its substantial $272.7 million purchase of the cryptocurrency. The exchange cited a failure to secure necessary shareholder approval for the stock issuance linked to the private investment in public equity (PIPE) financing used for the acquisition.
Key Takeaways
-
Nasdaq has formally warned TON Strategy regarding its $272.7 million Toncoin purchase.
-
The company failed to obtain shareholder approval for stock issuance related to the PIPE financing.
-
Nasdaq determined the violations were unintentional and not an attempt to evade compliance.
-
No further action will be taken by Nasdaq, and delisting is not being considered.
Nasdaq's Reprimand Explained
TON Strategy, formerly known as Verb Technology Company, received a letter of reprimand from Nasdaq due to non-compliance with exchange rules. The core issue stems from the company's significant Toncoin purchase, which was financed through a PIPE offering. Nasdaq's rules stipulate that shareholder approval is mandatory when the issuance of common stock in a transaction represents at least 20% of the company's total outstanding shares.
The Toncoin Purchase and PIPE Financing
The substantial Toncoin acquisition was facilitated by a $558 million PIPE financing announced by Verb Technology Company in August. This financing was intended to establish a publicly listed TON Treasury Strategy Company in partnership with Kingsway Capital. The PIPE financing closed on August 7, involving the issuance of common stock and pre-funded warrants. According to Nasdaq's filing, approximately 48.78% of the PIPE proceeds were allocated to fund the Toncoin purchase, a threshold that necessitated shareholder approval, which was not obtained.
Restructuring and Compliance Assessment
On the same day the PIPE financing closed, TON Strategy also underwent significant restructuring. This included the appointment of Manuel Stotz, a former president of the TON Foundation, as the new executive chairman. Despite identifying these compliance failures, Nasdaq concluded that TON Strategy's rule violations were unintentional and did not stem from a deliberate attempt to circumvent regulations. Consequently, Nasdaq stated that delisting the company's securities is not an appropriate sanction and no further action is required.
Context and Market Sentiment
This development comes weeks after TON Strategy CEO Veronika Kapustina commented on the digital asset treasury market. As of early October 2025, she observed that several digital asset treasuries launched this year were beginning to exhibit signs of a market bubble.
Sources
This article was created with support from AI-driven technology, drawing on multiple reputable sources. The final content has been thoroughly reviewed and edited by BlockzHub's editorial team to ensure accuracy, clarity, and coherence. Original reporting sources are credited whenever appropriate and as required. The opinions expressed in this article do not necessarily represent the official views or positions of BlockzHub. This article is intended for informational purposes only and should not be considered financial or professional advice. Investing involves risk, and you should consult a qualified financial advisor before making any investment decisions.