TON Strategy ends advisory deal with Kingsway

TON Strategy Company reported that on August 10, 2026 it terminated its Advisory Services Agreement with Kingsway Capital Partners Limited, originally dated August 7, 2025.

Rhea-AI Filing Summary

TON Strategy Company reported that on August 10, 2026 it terminated its Advisory Services Agreement with Kingsway Capital Partners Limited, originally dated August 7, 2025. The agreement had provided for an annual advisory fee equal to 2.0% of the company’s market capitalization, calculated on a fully diluted, as-converted basis and paid monthly in arrears.

The company stopped making monthly payments to Kingsway in March 2026, with the last payment made on March 18, 2026, and has now ended the agreement without a negotiated settlement after prior board authorization to seek one. Both parties have reserved all rights, and the company states it cannot estimate the financial impact of the termination but does not expect it to affect its TON treasury strategy or day-to-day operations. Kingsway is controlled by Executive Chairman Manuel Stotz and is a significant stockholder.

8-K Event Classification

2 items: 1.02, 9.01

2 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Advisory fee rate: 2.0% of the Company’s market capitalization Agreement date: August 7, 2025 Termination date: August 10, 2026 +2 more

5 metrics

Advisory fee rate 2.0% of the Company’s market capitalization Annual advisory fee under the Advisory Services Agreement with Kingsway

Agreement date August 7, 2025 Date of the Advisory Services Agreement between the company and Kingsway

Termination date August 10, 2026 Date the company notified Kingsway of termination of the agreement

Last payment date March 18, 2026 Date of the last monthly payment made to Kingsway under the agreement

Installment frequency 12 monthly installments Structure of annual advisory fee payments, payable in arrears

Key Terms

Material Definitive Agreement, fully diluted, as converted basis, emerging growth company, proxy statement, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.02 Termination of a Material Definitive Agreement"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

fully diluted, as converted basis financial

"market capitalization (calculated based upon the Company’s equity ownership on a fully diluted, as converted basis)"

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.

proxy statement regulatory

"as disclosed in the Company’s proxy statement filed on April 30, 2026"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

significant stockholder financial

"Kingsway is a significant stockholder of the Company"

FAQ

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

What agreement did TONX (TON Strategy Company) terminate with Kingsway Capital Partners?

TON Strategy Company terminated its Advisory Services Agreement with Kingsway Capital Partners Limited, originally dated August 7, 2025. The agreement covered advisory services and included a fee based on the company’s market capitalization.

What advisory fee was payable to Kingsway under TONX’s terminated agreement?

The company had agreed to pay Kingsway an annual advisory fee equal to 2.0% of TON Strategy Company’s market capitalization. This fee was calculated on a fully diluted, as-converted basis and paid in arrears in 12 monthly installments.

When did TONX stop making payments to Kingsway under the advisory agreement?

TON Strategy Company stopped making monthly payments to Kingsway in March 2026. The last monthly payment under the Advisory Services Agreement was made on March 18, 2026, several months before the formal termination on August 10, 2026.

Can TONX estimate the financial impact of terminating the Kingsway agreement?

As of the report date, TON Strategy Company states it cannot estimate the financial impact stemming from the termination of the Advisory Services Agreement with Kingsway. Both the company and Kingsway have reserved all rights regarding this matter.

Will terminating the Kingsway agreement affect TONX’s TON treasury strategy or operations?

The company states it does not expect the termination of the Advisory Services Agreement to affect its TON treasury strategy or its day-to-day operations. This suggests core business and treasury plans remain unchanged by the termination.

What is Kingsway’s relationship to TONX’s leadership and ownership?

Kingsway Capital Partners Limited is disclosed as a significant stockholder of TON Strategy Company and is controlled by Manuel Stotz, who has served as the company’s Executive Chairman of the Board since August 7, 2025.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 10, 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		89102
(Address of Principal Executive Offices)		(Zip Code)

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

N/A

(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:

☐	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. ☐

Item 1.02 Termination of a Material Definitive Agreement

On August 10, 2026, the Company notified Kingsway Capital Partners Limited (“Kingsway”) that the Company has terminated the Advisory Services Agreement between the Company and Kingsway dated August 7, 2025 (the “Agreement”). Pursuant to the terms of the Agreement, the Company agreed to pay an annual advisory fee equal to 2.0% of the Company’s market capitalization (calculated based upon the Company’s equity ownership on a fully diluted, as converted basis), payable in arrears, in 12 monthly installments with such market capitalization calculated as of the last day of each calendar month. The Company stopped making monthly payments to Kingsway under the Agreement in March 2026, with its last monthly payment being made on March 18, 2026. The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which is attached hereto as Exhibit 10.1, and is hereby incorporated by reference into this Item 1.02.

As previously disclosed in the Company’s Form 10-K filed on March 31, 2026 and Form 10-Q filed on May 12, 2026, the Company’s Board of Directors authorized the Company to negotiate a settlement to terminate the Agreement with Kingsway. Unable to reach a negotiated settlement, the Company has terminated the Agreement without a settlement. Both the Company and Kingsway have reserved all rights. As of the date of this filing, the Company cannot estimate the financial impact stemming from termination of the Agreement. The Company does not expect the termination to affect its TON treasury strategy or day-to-day operations.

As previously disclosed in a Form 8-K filed on August 8, 2025, Kingsway is controlled by Manuel Stotz, the Company’s Executive Chairman of the Board of Directors since August 7, 2025. Additionally, as disclosed in the Company’s proxy statement filed on April 30, 2026, Kingsway is a significant stockholder of the Company.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
10.1		Advisory Services Agreement, dated August 7, 2025 by and between Verb Technology Company, Inc. and Kingsway Capital Partners Limited.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

	TON STRATEGY COMPANY
Date: August 10, 2026	By:	/s/ Kevin Wilson
	Name:	Kevin Wilson
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 78.6 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB