The Nasdaq exchange issued an official warning to the public company TON Strategy for non-compliance with listing rules following a deal to acquire the cryptocurrency Toncoin for $272.7 million. The violation concerned the lack of mandatory approval from shareholders when raising funds through private investments in public equity (PIPE).
This is reported by Business • Media
Reasons for Nasdaq’s Warning
According to the Form 8-K filed with the U.S. Securities and Exchange Commission, TON Strategy conducted a stock placement exceeding the 20% limit of the total number of outstanding securities without obtaining shareholder approval. As a result of this transaction, the company violated Nasdaq’s internal requirements regarding the placement of securities.
It is worth noting that in August 2025, TON Strategy (formerly known as Verb Technology) announced a fundraising of $558 million in partnership with Kingsway Capital to establish the TON Treasury Strategy Company. Almost half of this amount—48.78%—was allocated for the acquisition of Toncoin, which triggered the identification of the exchange rule violation.
Company’s Response and Next Steps
At the same time, TON Strategy underwent a major restructuring, appointing Manuel Stotz, who previously led the TON Foundation, as the executive chairman. Meanwhile, the Nasdaq exchange did not require the delisting of TON Strategy’s securities, as it deemed the incident unintentional and not related to a deliberate circumvention of the rules.
“These actions do not constitute an intentional violation, therefore the delisting of the company’s securities is not considered a necessary measure,” the exchange stated.
Thus, the company will continue its operations as usual. This incident marks another episode in the development of TON Strategy, which is actively integrating TON blockchain assets into traditional financial markets.
It is also noteworthy that the CEO of TON Strategy, Veronika Kapustina, previously highlighted signs of overheating and bubble formation in the digital treasury asset market, including Toncoin.
Additionally, the company has already approved a $250 million share buyback program.