[8-K] TON Strategy Co Reports Material Event

Rhea-AI Filing Summary

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.

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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): November 12, 2025

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.)

3024 Sierra Juniper Ct
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. ☐

Item 2.02. Results of Operations and Financial Condition.

On November 12, 2025, TON Strategy Company (the “Company”) issued a press release containing its results of operations and financial condition for the quarterly period ended September 30, 2025 . The press release is furnished as Exhibit 99.1 to this Form 8-K.

The information under Item 2.02 and in Exhibit 99.1 in this 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 (the “Exchange Act”), or otherwise subject to the liabilities of the Section, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set for the by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release dated November 12. 2025.

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: November 12, 2025	TON Strategy Company
	By:	/s/ Sarah Olsen
	Name:	Sarah Olsen
	Title:	Chief Financial Officer and Chief Operating Officer

FAQ

What did TONX announce in this 8-K?

The company furnished a press release with quarterly results for the period ended September 30, 2025, as Exhibit 99.1 under Item 2.02.

Is the TONX press release considered filed with the SEC?

No. It is furnished, not filed, and is not subject to Section 18 of the Exchange Act.

Which exhibit contains the TONX results press release?

Exhibit 99.1 contains the press release dated November 12, 2025.

What is the significance of Item 2.02 for TONX?

Item 2.02 covers disclosure of results of operations and financial condition; TONX used it to furnish its Q3 2025 press release.

Will the TONX press release be incorporated into other filings?

It will only be incorporated by reference into other documents if expressly identified by specific reference.

What is TON Strategy Company's trading symbol and exchange?

The common stock trades as TONX on The Nasdaq Stock Market LLC.