[8-K] TON Strategy Co Reports Material Event
Rhea-AI Filing Summary
TON Strategy Company reported full-year 2025 revenue of $12.8 million, up from $0.9 million in 2024, as it executed its Toncoin-focused treasury strategy and began earning staking income. Staking contributed about $4.0 million of revenue.
The company recorded a loss from operations of $36.4 million and a net loss before income taxes of $148.6 million, driven largely by a $114.2 million net loss on crypto assets tied to realized and unrealized Toncoin fair value changes. Digital assets had a fair value of about $356.8 million and cash and restricted cash totaled $39.7 million at year-end.
TON Strategy held roughly 219.7 million units of Toncoin at December 31, 2025, essentially all staked, and completed its first full quarter of staking in the fourth quarter. The company raised significant capital through a $361.4 million PIPE offering, invested heavily in digital assets and infrastructure, and is searching for a permanent CEO while continuing to operate its MARKET.live and LyveCom commerce businesses.
Positive
- None.
Negative
- None.
Insights
2025 results show a transformed balance sheet, strong Toncoin exposure, and very large accounting losses.
TON Strategy pivoted into a Toncoin treasury model in 2025, raising $361.4M via a PIPE and investing $295.0M into digital assets. This radically expanded total assets to $411.2M, dominated by Toncoin valued at $356.8M as of December 31, 2025.
Revenue increased to $12.8M, including $4.0M from staking, but expenses and crypto volatility produced a $148.6M pre-tax net loss. A $114.2M net loss on crypto assets highlights earnings sensitivity to Toncoin prices and fair value swings under accounting rules.
Cash and restricted cash of $39.7M provide liquidity, while operating cash outflow of $20.8M underscores the need for disciplined cost control. Future filings will clarify how staking rewards, Toncoin price movements, and legacy businesses like MARKET.live and LyveCom contribute to overall performance under this treasury-led strategy.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
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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
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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. ☐
Item 2.02. Results of Operations and Financial Condition.
On March 31, 2026, TON Strategy Company (the “Company”) issued a press release containing its results of operations and financial condition for the quarter and year ended December 31, 2025. The full text of the press release is furnished as Exhibit 99.1 to this Form 8-K and incorporate herein by reference.
The information under Item 2.02 (including Exhibit 99.1 hereto) in this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release, 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: March 31, 2026 | TON Strategy Company | |
| By: | /s/ Sarah Olsen | |
| Name: | Sarah Olsen | |
| Title: | Chief Financial Officer and Chief Operating Officer | |
Exhibit 99.1
TON Strategy Company Reports Full Year 2025 Financial Results
LAS VEGAS, NV — March 31, 2026 — TON Strategy Company (“TON Strategy” or the “Company”) (Nasdaq: TONX), a digital asset treasury company dedicated to holding Toncoin ($TON), today reported financial results for the full year ended December 31, 2025 and provided an update on its TON treasury operations.
Fourth Quarter and Recent Operational Highlights
| ● | Completed the first full quarter of staking operations following the August 2025 launch. | |
| ● | Held approximately 219.7 million units of $TON at December 31, 2025, including approximately 219.7 million units staked, with a fair value of approximately $356.8 million. | |
| ● | Earned approximately 2,185,286 units of $TON during 2025. | |
| ● | Maintained institutional custody and staking infrastructure using segregated validator structures. | |
| ● | Launched analytics dashboard to provide transparent access to key treasury and market metrics. |
Financial Results for the Full Year 2025
The Company’s financial results for 2025 reflect the implementation of the TON treasury strategy beginning in August 2025, alongside its legacy operating businesses.
Total revenue was $12.8 million, compared to $0.9 million in 2024, and included approximately $4.0 million from staking activities.
Gross profit was $7.6 million, compared to $0.7 million in 2024.
Total costs and expenses were $49.2 million, compared with $12.5 million in 2024, reflecting increased non-cash stock-based compensation expense, treasury implementation costs, and the buildout of infrastructure to support custody, staking, financial reporting, and compliance.
Loss from operations was $(36.4) million, compared with $(11.6) million in 2024.
Net loss before income taxes was $(148.6) million, compared with $(10.5) million in 2024. Net loss included a $(114.2) million net loss on crypto assets, reflecting realized and unrealized fair value changes in Toncoin holdings during the year.
Digital assets held at December 31, 2025 had a fair value of approximately $356.8 million.
Cash and restricted cash totaled approximately $39.7 million at December 31, 2025.
Management Commentary
Executive Chairman Manuel Stotz stated, “TON Strategy is built to hold Toncoin, stake a substantial portion of the position, and increase $TON held per share over time inside a public company structure. 2025 was about getting the strategy in place. We raised capital, built our initial position, and began staking in August, with the fourth quarter representing the first full fiscal period of staking. We believe TON is a differentiated network in its design for real economic activity across payments, digital services, and consumer applications at scale. Our approach is to hold and stake the asset within a public company structure designed to provide transparency and access to that exposure.”
Chief Financial Officer Sarah Olsen added, “Over the past several months, we put in place the custody, validator, reporting, and risk framework needed to support our treasury strategy inside a public company. With that foundation in place, our emphasis is on disciplined treasury management, including staking a substantial portion of our position while preserving appropriate liquidity and financial flexibility.”
CEO Transition Update
As previously announced in January 2026, the Company is conducting a formal search for a permanent Chief Executive Officer as part of a planned leadership transition. The Board remains actively engaged in the process, and Veronika Kapustina continues to serve as our Chief Executive Officer during the transition period.
Conference Call
TON Strategy Company’s management will hold a conference call today (March 31, 2026) at 9:00 a.m. Eastern time to discuss these results.
U.S.
dial-in: 1-877-407-0789
International dial-in: 1-201-689-8562
Conference ID: 13759275
The conference call will be broadcast live and available for replay here and via the investor relations section of the Company’s website.
A replay of the call will be available on the investor relations section of the Company’s website after the conference call through April 14, 2026.
Toll-free
replay number: 1-844-512-2921
International replay number: 1-412-317-6671
Replay ID: 13759275
About TON Strategy Company
TON Strategy Company (Nasdaq: TONX) is focused on the accumulation of $TON – the native cryptocurrency of Telegram’s billion-user platform – for long-term investment, whether acquired through deployment of proceeds from capital raising activity, staking rewards or via open market purchases. The Company aims to steadily expand its $TON holdings, stake $TON, and support the development of a tokenized economy inside Telegram.
In addition, the Company continues to operate legacy business units, including MARKET.live, a multi-vendor livestream shopping platform, and LyveCom, an AI-powered social commerce innovator that enables brands and merchants to deliver omnichannel livestream shopping experiences across websites, apps, and social platforms.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this press release should be considered forward-looking statements, including, but not limited to, statements regarding: our business and growth strategy; market adoption; and the performance of our products and benefits to customers; . Without limiting the foregoing, in some cases, you can identify forward-looking statements by terms such as “aim,” “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words.
Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: our incursion of significant net losses and uncertainty whether we will achieve or maintain profitable operations; our ability to grow and compete in the future, and to execute our business strategy; our decision to implement a cryptocurrency treasury strategy, whereby we acquire Toncoin, the native cryptocurrency of The Open Network (“TON”) blockchain and our dependence on TON and Toncoin as a result of this strategy; our ability to maintain and expand our customer base and to convince our customers to increase the use of our services and/or platform; our financial results and the market price of our common stock may be affected by the price of Toncoin, and our Toncoin holdings will be less liquid than cash and cash equivalents; changes in the broader digital asset regulatory landscape and as it relates to TON and Toncoin and our failure to comply with applicable regulatory requirements and risks related to any actions we may take to prevent or correct such failure; the availability of opportunities to stake Toncoin; our ability to maintain and expand our customer base and to convince our customers to increase the use of our services and/or platform; the competitive market in which we operate; our ability to increase the number of our strategic relationships or grow the revenues received from our current strategic relationships; our ability to develop existing services or acceptable new services that keep pace with technological developments; our ability to successfully launch new product platforms, including MARKET.live, the rate of adoption of these platforms and the revenue generated from these platforms; our ability to deliver our services, as we depend on third party providers; our ability to attract and retain qualified management personnel; our susceptibility to cybersecurity incidents and other disruptions, particularly as it relates to our holdings of Toncoin; our ability to maintain compliance with the listing requirements of the Nasdaq Capital Market; the impact of, and our ability to operate our business and effectively manage our growth under evolving and uncertain global economic, political, and social trends, including legislation banning or otherwise hampering the digital asset landscape, inflation, rising interest rates, and recessionary concerns; and other important factors discussed in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as any such factors may be updated from time to time in our other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and our Investor Relations page on our website at https://ir.tonstrat.com.
Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. The forward-looking statements in this press release are based on information available to us as of the date hereof, and we disclaim any obligation to update any forward-looking statements, except as required by law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.
Investor
Relations and Media Contact:
Gateway Group, Inc.
949-574-3860
TONX@gateway-grp.com
-Financial Tables to Follow-
TON STRATEGY COMPANY
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 39,493 | $ | 7,617 | ||||
| Restricted cash | 169 | 878 | ||||||
| Accounts receivable, net of allowance for credit losses of $5 and $0 as of December 31, 2025 and 2024, respectively | 441 | 350 | ||||||
| ERC receivable – short-term | 734 | 2,458 | ||||||
| Short-term investments - trading | - | 4,913 | ||||||
| Prepaid expenses and other current assets – related parties | 163 | - | ||||||
| Prepaid expenses and other current assets | 1,364 | 252 | ||||||
| Total current assets | 42,364 | 16,468 | ||||||
| Long-lived assets, net | 389 | 3,663 | ||||||
| Intangible assets, net | 48 | 178 | ||||||
| Goodwill | 5,165 | - | ||||||
| TON - unrestricted | 89,628 | - | ||||||
| TON – restricted | 267,181 | - | ||||||
| Other non-current assets – related party | 2,790 | - | ||||||
| Other non-current assets | 3,599 | 326 | ||||||
| Total assets | $ | 411,164 | $ | 20,635 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 1,874 | $ | 731 | ||||
| Accounts payable – related parties | 269 | - | ||||||
| Accrued expenses | 589 | 2,326 | ||||||
| Contract liabilities | 155 | 134 | ||||||
| Accrued payroll | 828 | 425 | ||||||
| Accrued officers’ compensation | 245 | 534 | ||||||
| Notes payable, current | - | 20 | ||||||
| Operating lease liabilities, current | 129 | 124 | ||||||
| Contingent liability, current | 500 | - | ||||||
| Total current liabilities | 4,589 | 4,294 | ||||||
| Long-term liabilities | ||||||||
| Notes payable, non-current | - | 98 | ||||||
| Contingent liability, non-current | 100 | - | ||||||
| Operating lease liabilities, non-current | 80 | 222 | ||||||
| Total liabilities | 4,769 | 4,614 | ||||||
| Commitments and contingencies (Note 16) | ||||||||
| Stockholders’ equity | ||||||||
| Common stock, $0.0001 par value, 400,000,000 shares authorized, 56,530,617 and 993,120 shares issued and outstanding as of December 31, 2025 and 2024 | 6 | 1 | ||||||
| Additional paid-in capital | 743,207 | 203,295 | ||||||
| Accumulated deficit | (336,725 | ) | (187,094 | ) | ||||
| Stockholders’ equity in Ton Strategy Company | 406,488 | 16,202 | ||||||
| Non-controlling interests | (93 | ) | (181 | ) | ||||
| Total stockholders’ equity | 406,395 | 16,021 | ||||||
| Total liabilities and stockholders’ equity | $ | 411,164 | $ | 20,635 | ||||
TON STRATEGY COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
| Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | ||||||||
| MARKET.live | $ | 4,782 | $ | 637 | ||||
| Go Fund Yourself | 4,020 | 258 | ||||||
| TON | 2,806 | - | ||||||
| TON – related party | 1,171 | - | ||||||
| Total Revenue | 12,779 | 895 | ||||||
| Costs and expenses | ||||||||
| Cost of revenue, exclusive of depreciation and amortization shown separately below | 3,894 | 224 | ||||||
| Depreciation and amortization | 1,305 | 1,077 | ||||||
| Impairment | 3,131 | - | ||||||
| General and administrative – related parties | 19,254 | 1,352 | ||||||
| General and administrative | 21,637 | 9,886 | ||||||
| Total costs and expenses | 49,221 | 12,539 | ||||||
| Operating loss | (36,442 | ) | (11,644 | ) | ||||
| Other income (expense), net | ||||||||
| Interest income | 1,032 | 692 | ||||||
| Unrealized loss on short-term investments | - | (44 | ) | |||||
| Interest expense | (1 | ) | (237 | ) | ||||
| Financing costs | - | (90 | ) | |||||
| Other income, net | (113,214 | ) | 813 | |||||
| Total other income (expense), net | (112,183 | ) | 1,134 | |||||
| Net loss before income taxes | (148,625 | ) | (10,510 | ) | ||||
| Income tax expense (benefit) | (234 | ) | - | |||||
| Net loss | (148,391 | ) | (10,510 | ) | ||||
| Less: Net income (loss) attributable to non-controlling interests | 88 | (181 | ) | |||||
| Net loss attributable to Ton Strategy Company | (148,479 | ) | (10,329 | ) | ||||
| Preferred Stock dividend payable | (152 | ) | (243 | |||||
| Deemed dividend due to redemption of Preferred Stock | (1,000 | ) | (900 | ) | ||||
| Net loss to common stockholders | $ | (149,631 | ) | $ | (11,472 | ) | ||
| Loss per share – basic and diluted | $ | (5.96 | ) | $ | (19.36 | ) | ||
| Weighted average number of common shares outstanding – basic and diluted | 25,109,082 | 592,478 | ||||||
TON STRATEGY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Operating Activities: | ||||||||
| Net loss | $ | (148,391 | ) | $ | (10,510 | ) | ||
| Adjustments to reconcile net loss used in operating activities: | ||||||||
| Depreciation and amortization | 1,305 | 1,077 | ||||||
| Share-based compensation | 19,136 | 2,079 | ||||||
| Impairment | 3,131 | - | ||||||
| Realized (Gains) / Losses on Digital Assets | (259,775 | ) | - | |||||
| Unrealized (Gains) / Losses on Digital Assets | 373,931 | - | ||||||
| Unrealized loss on investment in equity securities | 26 | - | ||||||
| Income tax expense (benefit) | (234 | ) | - | |||||
| Reserve for credit losses | 622 | - | ||||||
| Non-cash consideration received in the form of convertible promissory notes | (3,290 | ) | - | |||||
| Non-cash consideration received in the form of TON | (2,806 | ) | - | |||||
| Non-cash consideration received in the form of TON – related party | (1,738 | ) | ||||||
| Non-cash transaction fees paid with digital assets | 254 | - | ||||||
| Non-cash staking and custody fees paid with digital assets | 442 | - | ||||||
| Amortization of debt discount | - | 99 | ||||||
| Amortization of debt issuance costs | - | 73 | ||||||
| Non-cash finance costs | - | 90 | ||||||
| Unrealized loss on short-term investments | - | 44 | ||||||
| Change in fair value of derivative liability | - | (1 | ) | |||||
| Effect of changes in assets and liabilities, net of acquisition: | ||||||||
| Accounts receivable | (693 | ) | (350 | ) | ||||
| Prepaid expenses and other current assets | (1,098 | ) | (58 | ) | ||||
| Prepaid expenses and other current assets – related parties | (2,953 | ) | - | |||||
| ERC receivable | 1,724 | (930 | ) | |||||
| Operating lease right-of-use assets | 135 | 66 | ||||||
| Other assets | - | (67 | ) | |||||
| Accounts payable, accrued expenses, and accrued interest | (650 | ) | (438 | ) | ||||
| Accounts payable, accrued expenses, and accrued interest – related parties | 269 | - | ||||||
| Contract liabilities | 21 | 134 | ||||||
| Operating lease liabilities | (137 | ) | (73 | ) | ||||
| Net cash used in operating activities | (20,769 | ) | (8,765 | ) | ||||
| Investing Activities: | ||||||||
| Purchase of digital assets | (295,000 | ) | - | |||||
| Purchases of investments – trading securities | (811 | ) | (5,502 | ) | ||||
| Proceeds from sale of investments – trading securities | 5,724 | 545 | ||||||
| Purchase of LyveCom, Inc., net of cash acquired | (4,222 | ) | - | |||||
| Purchases of software development costs | (100 | ) | - | |||||
| Purchases of property and equipment | (88 | ) | (342 | ) | ||||
| Purchases of intangible assets | (46 | ) | (86 | ) | ||||
| Net cash used in investing activities | (294,543 | ) | (5,385 | ) | ||||
| Financing Activities: | ||||||||
| Proceeds from PIPE offering, net of offering costs | 361,400 | - | ||||||
| Proceeds from sale of common stock | 7,228 | 18,596 | ||||||
| Repurchases of common stock | (20,579 | ) | - | |||||
| Proceeds from sales of preferred stock offering | 5,000 | - | ||||||
| Redemption of Series D – Preferred Stock | (6,152 | ) | - | |||||
| Payments for offering costs related to common stock offerings | - | (105 | ) | |||||
| Payments for offering costs related to preferred stock offerings | (300 | ) | (180 | ) | ||||
| Payment of note payable | (118 | ) | (19 | ) | ||||
| Net cash provided by financing activities | 346,479 | 18,292 | ||||||
| Net change in cash, cash equivalents and restricted cash | 31,167 | 4,142 | ||||||
| Cash, cash equivalents and restricted cash - beginning of year | 8,495 | 4,353 | ||||||
| Cash, cash equivalents and restricted cash - end of year | $ | 39,662 | $ | 8,495 | ||||
Filing Exhibits & Attachments
5 documents