AlphaTON Capital Corp SEC Filings

AlphaTON Capital Corp filed a Form 6-K as a foreign private issuer to furnish updated financial information. The filing includes unaudited condensed consolidated interim financial statements for the three and six months ended September 30, 2025, prepared by management as of January 12, 2026, along with a related Management’s Discussion and Analysis. These materials are also incorporated by reference into AlphaTON’s existing Form S-8 and Form F-3 registration statements, meaning they now form part of the disclosure package for those securities offerings.

AlphaTON Capital Corp reports that it has terminated its at-the-market equity program with Chardan Capital Markets. The company had previously filed an ATM prospectus on November 25, 2025 for the offer and sale of up to $15,307,818 of ordinary shares under an At-The Market-Offering Agreement dated July 31, 2025. The ATM Agreement with Chardan was terminated effective December 24, 2025.

AlphaTON Capital Corp has filed a prospectus supplement to sell up to $15,307,818 of its ordinary shares through an at-the-market (ATM) offering agreement with Chardan Capital Markets.

Sales will be made from time to time under the company’s effective Form F-3 shelf registration, including directly on the Nasdaq Capital Market, in block trades, or other methods permitted as an at-the-market offering. Chardan will act as sales agent on a commercially reasonable efforts basis and is not obligated to sell any specific amount.

The company will pay Chardan a 3.0% cash commission on the gross sales price of shares sold and will reimburse certain expenses, while also providing customary indemnification. The ATM program will end when all shares covered by the $15,307,818 limit are sold or when the agreement is terminated as allowed under its terms.

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.