TON Strategy SEC Filings

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 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.

SARAH JOSEPHINE OLSEN, the Chief Financial Officer & Chief Operating Officer, received a grant of 631,864 restricted stock units (RSUs) on 10/07/2025 under the company’s equity plan and her employment agreement.

The RSUs carry no cash purchase price and increase her reported beneficial ownership to 669,820 shares. The award vests 25% on 08/07/2026, with the remaining RSUs vesting in equal monthly installments of one thirty-sixth thereafter, contingent on continued employment.

TON Strategy Co. filed a DEF 14A proxy presenting four routine proposals for shareholder action: election of five directors, a non-binding advisory vote to approve named executive officer compensation, a vote on the frequency of future advisory compensation votes, and ratification of Grassi as the independent registered public accounting firm. The proxy discloses board composition and committee roles for named directors including Nicolas Cary, Rory J. Cutaia, Tucker Highfield, Evan Sohn, and Bill J. Rivard, with ages and director service dates shown.

Beneficial ownership tables show a large shareholder block: an individual or entity holding 12,914,649 shares (21.6%), Kingsway Capital Limited Partners with 12,021,720 shares (20.0%), Vy Capital with 6,125,821 shares (10.2%), and TOMS Capital with 4,153,522 shares (6.9%). The proxy also references an insider trading policy filed as an exhibit. Compensation tables and option holdings are presented in-line with figures such as $976, $429, and option exercise prices and expiration dates noted, but the filing text here is partial and tabular details are fragmented.

Manuel Stotz, Chairman of TON Strategy Co (TONX) and CEO of the investment manager Kingsway Capital Partners Limited, reported an indirect purchase of common stock. The Form 4 shows a purchase on 09/29/2025 of 70,000 shares at $7.1086 per share. After the transaction, the reporting person beneficially owns 2,297,678 shares indirectly through Kingsway Frontier Consumer Opportunities (FCO4) Growth Fund IV Ltd.

The filing clarifies that Kingsway Capital Partners Limited is the investment manager for the fund holding the shares and that Manuel Stotz is both CEO of the manager and Chairman of TON Strategy's board. The Form is signed and dated 09/29/2025.