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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): October 24, 2025
TON
Strategy Company
(Exact
name of registrant as specified in its 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:
| ☐ |
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
5.07 Submission of Matters to a Vote of Security Holders.
On
October 24, 2025, TON Strategy Company (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”).
Set forth below are the matters submitted to a vote of stockholders at the Annual Meeting and the final results of voting for each matter.
Proposal
1 – Election of Directors
The
stockholders elected Manuel Stotz, Nicolas Cary, Rory J. Cutaia, Tucker Highfield and Evan Sohn as directors of the Company to serve
until the Company’s next annual meeting of stockholders or until their respective successors have been duly elected and qualified,
or until their respective earlier death, resignation or removal. The results of the vote were as follows:
| Name |
|
Votes
for
Director |
|
Votes
Withheld
from
Director |
|
Broker
Non-Votes |
| Manuel
Stotz |
|
36,739,258 |
|
2,106,202 |
|
3,380,025 |
| Nicolas
Cary |
|
36,937,363 |
|
1,908,097 |
|
3,380,025 |
| Rory
J. Cutaia |
|
35,559,727 |
|
3,285,733 |
|
3,380,025 |
| Tucker
Highfield |
|
36,937,197 |
|
1,908,263 |
|
3,380,025 |
| Evan
Sohn |
|
36,938,203 |
|
1,907,257 |
|
3,380,025 |
Proposal
2 – Advisory Vote to Approve Executive Compensation
The
stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The results
of the vote were as follows:
| For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 36,434,345 |
|
2,407,058 |
|
4,057 |
|
3,380,025 |
Proposal
3 – Advisory Vote to Approve the Frequency of Future Advisory Votes on Executive Compensation
The
stockholders approved, on a non-binding, advisory basis, holding future advisory votes to approve the compensation of the Company’s
named executive officers every year. The results of the vote were as follows:
| 1
Year |
|
2
Years |
|
3
Years |
|
Abstentions |
|
Broker
Non-Votes |
| 36,996,287 |
|
2,017 |
|
3,915 |
|
1,843,241 |
|
3,380,025 |
The
Company has decided, in light of the stockholders’ vote and consistent with the recommendation of the Company’s Board
of Directors, that future non-binding, advisory votes on the compensation of the Company’s named executive officers will be held
every year until the next required vote on the frequency of stockholder votes on the compensation of the Company’s named executive
officers.
Proposal
4 – Ratification of the Selection of the Company’s Independent Registered Public Accounting Firm
The
stockholders ratified the selection of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2025. The results of the vote were as follows:
| For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 40,203,855 |
|
2,020,421 |
|
1,209 |
|
- |
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:
October 28, 2025 |
TON
Strategy Company |
| |
|
|
| |
By: |
/s/
Veronika Kapustina |
| |
Name: |
Veronika
Kapustina |
| |
Title: |
Chief
Executive Officer |
