AlphaTON Capital Corp SEC Filings

AlphaTON Capital Corp is launching an at-the-market offering of up to $15,307,818 of ordinary shares under an existing Form F-3 shelf, sold through Chardan Capital Markets as sales agent. The company had 7,626,488 ordinary shares outstanding as of November 25, 2025, with additional shares to be issued over time depending on trading prices and demand.

AlphaTON plans to use a substantial portion of the net proceeds to buy TON tokens and other digital assets and to make investments in The Open Network and Telegram ecosystems, with the balance earmarked for servicing debt, including a $35 million BitGo credit facility, and for working capital and general corporate purposes. The business has pivoted from a capital‑constrained immune‑oncology R&D focus toward being a TON‑focused digital asset treasury company, exposing shareholders to high volatility, regulatory uncertainty, liquidity constraints, PFIC tax risks and substantial leverage, while stating it does not expect to pay cash dividends in the foreseeable future.

AlphaTON Capital Corp filed a Form 6-K to correct an earlier communication about potential financing. The company had issued a press release on November 19, 2025 stating that ATW Partners, LLC had provided a US$18.5 million equity line to fund additional TON purchases. In this new filing, AlphaTON explains that the statement was retracted in a November 20, 2025 press release.

The company now clarifies that it has no equity line financing with ATW Partners or any other provider. It also states that ATW Partners is not an investor in AlphaTON, has not authorized any statement suggesting otherwise, and that there is no current agreement, commitment or known intention by ATW Partners to invest in the company. The corrective press release is included as an exhibit.

AlphaTON Capital Corp filed a Form F-3 to register the resale of up to 189,719 ordinary shares by the selling shareholder. The company is not selling any shares and will not receive proceeds from these sales.

Including Chardan Capital Markets, LLC offering 189,719 shares. AlphaTON’s ordinary shares trade on Nasdaq as ATON; the last reported price was $4.75 on November 5, 2025. Ordinary shares outstanding were 6,349,197 as of October 20, 2025.

AlphaTON Capital Corp filed Amendment No. 1 to its Form F-3 to add the Rule 473(b) language that provides for automatic effectiveness 20 calendar days after filing. The company states the amendment does not modify any provision of the prospectus, and a preliminary prospectus has been omitted.

The filing also outlines director and officer indemnification under British Virgin Islands law and notes that the company currently maintains D&O insurance. Exhibits include auditor and counsel consents and previously filed organizational and transaction-related documents. The registration statement contemplates potential sales from time to time after effectiveness.

AlphaTON Capital Corp filed a prospectus supplement covering 481,581 Ordinary Shares underlying warrants, updating its November 7, 2023 prospectus by incorporating the company’s October 23, 2025 Form 6‑K. The supplement states the shares trade on Nasdaq under “ATON”; the October 22, 2025 closing price was $5.12.

The attached Form 6‑K reports a CFO transition. Andrea Park will depart on October 24, 2025, and Wes Levitt will join as Chief Financial Officer under an independent contractor agreement. His compensation includes an annual base of $250,000 in cash and $250,000 in TON tokens, an annual performance bonus with a 200% target (with 50% threshold and 400% maximum payout features) for both cash and tokens, an annual equity performance bonus ranging from $250,000 to $1,000,000, and annual equity grants of $250,000 in RSUs and/or options vesting 25% per year over four years. If terminated without Cause or for Good Reason, severance includes 24 months of base fee, 2x target bonus, a pro‑rated current bonus, 12 months of stipends, accelerated vesting for awards due to vest within 24 months, and up to $50,000 in outplacement services.

AlphaTON Capital Corp announced a CFO transition. Andrea Park will depart on October 24, 2025, and Wes Levitt will join as Chief Financial Officer under an independent contractor agreement dated October 22, 2025.

Levitt’s compensation includes an annual base fee of $250,000 in cash and $250,000 worth of TON tokens, a performance bonus with a 200% target of base compensation (50% threshold and 400% maximum), and an annual equity performance bonus ranging from $250,000 to $1,000,000. He will also receive annual equity grants of $250,000 in RSUs and/or options vesting 25% per year over four years. If terminated without Cause or he resigns for Good Reason, severance includes 24 months of base fee, 2x target bonus, pro‑rated current-year bonus based on actual performance, 12 months of health and welfare stipends, accelerated vesting of equity that would vest in the next 24 months, and outplacement services up to $50,000.

AlphaTON Capital Corp filed a prospectus supplement under Rule 424(b)(3) relating to 481,581 Ordinary Shares underlying Warrants. The supplement updates the November 7, 2023 prospectus by incorporating the company’s Form 6-K furnished on October 22, 2025.

The filing states that AlphaTON’s Ordinary Shares trade on Nasdaq under the symbol ATON. The closing price was $5.31 on October 21, 2025. Shares outstanding were 6,349,197 as of October 20, 2025; this is a baseline figure, not the amount being offered.

The supplement is intended to be read together with the base prospectus and any prior amendments and includes the attached October 22, 2025 Form 6-K for updated information.

AlphaTON Capital Corp (ATON) furnished a Form 6-K that is incorporated by reference into its existing registration statements on Form S-8 (File Nos. 333-275842 and 333-289199) and Form F-3 (File Nos. 333-286961 and 333-290827).

The company reported 6,349,197 ordinary shares outstanding as of October 20, 2025.