Welcome to our dedicated page for TON Strategy SEC filings (Ticker: TONX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
TON Strategy Company (Nasdaq: TONX) files a range of documents with the U.S. Securities and Exchange Commission that provide detailed insight into its digital asset treasury strategy, governance, and financial condition. As a Nevada corporation and listed issuer, the company uses SEC filings to report on its Toncoin ($TON) accumulation and staking activities, capital structure decisions, and corporate actions.
Investors reviewing TON Strategy Company’s filings can expect annual reports on Form 10-K and quarterly reports on Form 10-Q to describe its focus on accumulating and holding $TON for long-term investment, the extent of its Toncoin holdings, and the contribution of staking rewards to revenue. These periodic reports also consolidate results from legacy business units such as MARKET.live, LyveCom, and Go Fund Yourself, and present information on digital assets, cash, and equity balances.
Current reports on Form 8-K provide updates on significant events. Recent 8-K filings have addressed quarterly financial results, the launch and execution of the TON Treasury Strategy, the staking of a large percentage of Toncoin reserves, and the authorization of a substantial stock repurchase program. Other 8-Ks have disclosed Nasdaq correspondence regarding shareholder approval requirements under Listing Rules 5635(a) and 5635(b), as well as the outcome of those matters, and reported on the annual meeting of stockholders and voting results for director elections, advisory compensation votes, and auditor ratification.
The company’s definitive proxy statement on Schedule 14A outlines its board structure, governance practices, and proposals submitted to stockholders, including advisory votes on executive compensation and the frequency of such votes. Together, these filings provide context on how TON Strategy Company manages its role as a digital asset treasury vehicle for $TON while maintaining public company governance standards.
On this page, SEC filings are presented with AI-powered summaries that highlight key points from lengthy documents, helping readers quickly understand topics such as Toncoin treasury disclosures, staking-related revenues, capital raising transactions, stock repurchase authorizations, and shareholder voting outcomes. Real-time updates from the SEC’s EDGAR system allow users to track new 10-K, 10-Q, 8-K, proxy, and related filings as they are posted, and to review how TON Strategy Company’s regulatory reporting evolves alongside its TON-focused strategy.
TON Strategy Co reported the initial share holdings of its General Counsel and Corporate Secretary, Mary Marbach. She beneficially owns 311,908 shares of common stock, held directly. These holdings include restricted stock units granted on October 6, 2025 under the TON Strategy Company 2019 Stock and Incentive Plan and her employment agreement dated September 29, 2025. Twenty-five percent of these RSUs will vest on September 29, 2026, with the remaining units vesting in equal monthly installments over the following 36 months, subject to her continued employment.
TON Strategy Co filed an initial insider ownership report for Chief Accounting Officer Bill John Rivard. As of 01/05/2026, he directly beneficially owns 57,831 shares of common stock. He also directly holds a stock option covering 19 shares11/17/2021 and expires on 11/16/2026 at an exercise price of $14,400. This filing is a routine Form 3 disclosure of existing holdings rather than a report of new trades.
TON Strategy Co director Rory J. Cutaia reported two sales of the company’s common stock in mid-December 2025. On December 15, 2025, he sold 34,132 shares of common stock at a price of $2.628 per share, after which he beneficially owned 67,000 shares directly. On December 16, 2025, he sold an additional 54,494 shares at $2.53 per share, leaving him with 12,506 TON Strategy Co common shares held directly following the reported transactions.
TON Strategy Co director reports share disposals in December 2025. Director Rory J. Cutaia reported two transactions in the company’s common stock.
On 12/10/2025 he disposed of 112,870 shares at $3.14 per share, and on 12/12/2025 he disposed of 38,579 shares at $2.79 per share. After these transactions, he beneficially owned 101,132 shares of TON Strategy Co common stock directly.
TON Strategy Company furnished a press release with its results of operations and financial condition for the quarter ended September 30, 2025. The release was provided under Item 2.02 as Exhibit 99.1. The company noted this information is being furnished, not filed, under the Exchange Act, which means it is not subject to Section 18 liabilities and will only be incorporated by reference into other filings if specifically referenced.
TON Strategy Company (NASDAQ: TONX) reported a sharp swing to profitability in Q3 2025 as its new TON Treasury Strategy drove large fair‑value gains. Net income to common stockholders was $83.3 million for the quarter, compared with a loss in the prior year period, after recognizing a $120.4 million net gain on crypto assets. Revenue rose to $3.6 million in Q3 (nine months: $7.0 million), led by MARKET.live, Go Fund Yourself, and initial TON staking rewards.
Total assets climbed to $661.9 million at September 30, 2025, including $587.8 million of Toncoin (TON) at fair value ($525.7 million restricted; $62.1 million unrestricted) and cash and restricted cash of $53.9 million. The company reported an operating loss of $21.7 million in Q3 as general and administrative expenses increased with share‑based compensation and growth investments.
TONX executed a PIPE on August 7, 2025, selling common shares and pre‑funded warrants and recording significant non‑cash contributions in digital assets. The company staked 177,071,814 TON units and recognized $707 of staking reward revenue in the period. Shares outstanding were 59,090,521 as of November 5, 2025.
TON Strategy Company reported it received a Nasdaq Staff Letter of Reprimand for violations of Listing Rules 5635(a) and 5635(b) tied to its August 2025 PIPE and a related asset purchase. Nasdaq determined the issues did not appear deliberate and chose a reprimand rather than delisting. The company’s shares will continue to trade on Nasdaq, and the letter closes the matter.
Nasdaq cited the August 7, 2025 PIPE, after which a new Executive Chairman and board changes occurred and affiliates acquired common stock representing about 19.99% of voting power, triggering Rule 5635(b) shareholder approval requirements. It also cited Rule 5635(a) in connection with a subsidiary’s agreement to purchase Toncoin of approximately $272.7 million, which was contingent on the PIPE; the pro rata portion used for that purchase was about 48.78% of the PIPE. The company accepted the determination and committed to work with Nasdaq to ensure future compliance.
TON Strategy Company (TONX) reported final results from its 2025 Annual Meeting of Stockholders held on October 24, 2025.
Stockholders elected five directors—Manuel Stotz, Nicolas Cary, Rory J. Cutaia, Tucker Highfield and Evan Sohn—to serve until the next annual meeting or until successors are duly elected and qualified. An advisory vote approved executive compensation with 36,434,345 votes for, 2,407,058 against, and 4,057 abstentions, with 3,380,025 broker non-votes.
On the frequency of future say‑on‑pay votes, stockholders supported every year with 36,996,287 votes, compared to 2,017 for two years, 3,915 for three years, and 1,843,241 abstentions, with 3,380,025 broker non‑votes. The Company will hold say‑on‑pay votes annually. Stockholders also ratified Grassi & Co., CPAs, P.C. as independent auditor for fiscal year 2025 with 40,203,855 votes for, 2,020,421 against, and 1,209 abstentions.
TON Strategy Company reported that it received a notice from Nasdaq on October 9, 2025 stating that Nasdaq staff determined the company failed to comply with Nasdaq Listing Rule 5635(b) when it issued common stock and pre-funded warrants in an August 7, 2025 PIPE financing. Nasdaq believes this transaction, alongside major changes in senior management and the Board and the appointment of a new Executive Chairman with an advisory agreement, resulted in a change of control without prior shareholder approval. The new Executive Chairman, through Kingsway Capital Limited partners and affiliates, acquired common stock representing approximately 19.99% of the outstanding common stock’s ownership and voting power.
The notice does not immediately affect TON Strategy’s Nasdaq listing, but the company now has 45 calendar days to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant up to 180 additional days to demonstrate compliance, though there is no assurance the plan will be accepted or that the company will regain full compliance.
TON Strategy Co (TONX)631,864 shares at $0 on October 7, 2025, reflecting a grant of restricted stock units (RSUs) under the TON Strategy Company 2019 Stock and Incentive Plan and the CEO’s August 7, 2025 employment agreement. Following the transaction, the CEO beneficially owns 631,864 shares directly.
The RSUs vest with 25% on August 7, 2026, and one thirty-sixth of the remaining RSUs vest monthly thereafter, contingent on continued employment.
FAQ
What is the current stock price of TON Strategy (TONX)?
What is the market cap of TON Strategy (TONX)?
