TON Strategy updates CEO separation date

TON Strategy Company filed an amended report updating details of its chief executive transition.

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Form Type

8-K/A

Rhea-AI Filing Summary

TON Strategy Company filed an amended report updating details of its chief executive transition. The company and CEO Veronika Kapustina signed a Separation Agreement on March 31, 2026, confirming that her employment will end on April 15, 2026. The agreement provides severance and benefits that are substantively the same as those in her August 7, 2025 employment contract. This amendment does not change other disclosures from the prior report and is intended to reflect the confirmed departure date and related arrangements.

Insights

Amended filing formalizes a planned CEO transition with defined end date.

The company confirms that CEO Veronika Kapustina will depart on April 15, 2026 under a Separation Agreement dated March 31, 2026. Terms are described as substantively the same as her existing August 7, 2025 employment agreement, suggesting a standard contractual exit.

This amendment mainly adds timing clarity to a transition previously disclosed in January 2026, rather than introducing new economic obligations. Investors get a firmer governance timeline, while longer-term leadership direction will depend on the appointment of her successor, which is not detailed here.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Terms

Separation Agreement, emerging growth company, Inline XBRL

3 terms

Separation Agreement financial

"On March 31, 2026, the Company and Ms. Kapustina entered into a separation agreement (the “Separation Agreement”)"

A separation agreement is a written contract that spells out the financial and legal terms when an employee and a company part ways, such as final pay, severance, continued benefits, confidentiality, and any release of claims. For investors, it matters because these agreements determine immediate costs, potential future liabilities, and whether departing staff are restricted from competing or disclosing information—factors that can affect a company’s cash flow, risk profile, and leadership continuity.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Inline XBRL technical

"Cover Page Interactive Data File (embedded within the Inline XBRL document)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change does TONX disclose in this amended 8-K/A filing?

The amended filing specifies the confirmed departure date for TON Strategy Company’s CEO. It states that Veronika Kapustina’s employment will end on April 15, 2026, under a Separation Agreement dated March 31, 2026, while leaving all other prior disclosures unchanged.

When will TON Strategy Company CEO Veronika Kapustina leave her role?

Veronika Kapustina’s employment with TON Strategy Company will end on April 15, 2026. She had previously agreed to remain in the chief executive role until a successor was identified, and this amendment formalizes the specific end date for her tenure.

What is the Separation Agreement mentioned in TONX’s 8-K/A?

The Separation Agreement is a contract between TON Strategy Company and CEO Veronika Kapustina dated March 31, 2026. It governs her departure and provides severance and benefits that are substantively the same as those in her August 7, 2025 employment agreement.

Does TON Strategy Company’s 8-K/A change earlier disclosures about the CEO transition?

The amended report does not change earlier transition disclosures except to update the CEO’s departure date. It supplements the prior January 2026 report and should be read together with it, but explicitly states that no other parts are being modified.

Who signed TON Strategy Company’s amended 8-K/A and in what capacity?

The amended report was signed on behalf of TON Strategy Company by Sarah Olsen. She signed in her roles as Chief Financial Officer and Chief Operating Officer, indicating senior management authorization of the updated CEO transition information.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 04:15 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2026

TON Strategy Company

(Exact Name of Registrant as Specified in Charter)

Nevada	001-38834	90-1118043
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

2300 W. Sahara Avenue, Suite 800
Las Vegas, Nevada		89138
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (855) 250-2300

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001		TONX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

As previously reported by TON Strategy Company (the “Company”) in a Current Report on Form 8-K filed with the Securities and Exchange Commission on January 28, 2026 (the “Initial Form 8-K”), on January 26, 2026, the Company and Veronika Kapustina, Chief Executive Officer of the Company, mutually agreed that Ms. Kapustina would be transitioning out of her position as Chief Executive Officer of the Company, with Ms. Kapustina continuing to serve in such capacity until such time as the Company completed a search and appointed her successor. This Current Report on Form 8-K/A updates the Initial Form 8-K for the date of Ms. Kapustina’s departure as Chief Executive Officer.

Except as expressly set forth herein, this Current Report on Form 8-K/A does not amend the Initial Form 8-K in any way and does not modify or update any other disclosures contained in the Initial Form 8-K. This Current Report on Form 8-K/A supplements the Initial Form 8-K and should be read in conjunction with the Initial Form 8-K.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 31, 2026, the Company and Ms. Kapustina entered into a separation agreement (the “Separation Agreement”), which provides for severance and benefits that are substantively the same as those provided under Ms. Kapustina’s existing employment agreement with the Company, dated August 7, 2025. Pursuant to the Separation Agreement, Ms. Kapustina’s employment with the Company will end on April 15, 2026.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Separation Agreement between the Company and Ms. Kapustina, dated March 31, 2026.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 2, 2026	TON Strategy Company

	By:	/s/ Sarah Olsen
	Name:	Sarah Olsen
	Title:	Chief Financial Officer and Chief Operating Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

12 documents

Agreements & Contracts

EX-10.1 EX-10.1 8.1 KB

TON Strategy updates CEO separation date

Rhea-AI Filing Summary