Every 8-K that TON Strategy Company (TONX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow TONX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TONX filings page.
TON Strategy Co (TONX) reported that it will be meeting with current and prospective investors and is using an updated investor presentation for these meetings. The presentation, dated September 16, 2026, is furnished as Exhibit 99.1 and will also be available on the company’s website.
The presentation is furnished under a Regulation FD disclosure and is not deemed filed for purposes of Section 18 of the Exchange Act or incorporated by reference into Securities Act or Exchange Act filings, except where explicitly stated.
TON Strategy Company appointed Oscar Suarez as an independent director and Chair of the Audit Committee, effective August 17, 2026, and expanded its Board from five to six members. He will serve until the 2027 annual stockholders’ meeting, subject to earlier death, resignation, or removal.
Suarez brings over four decades of experience in accounting, tax, audit, ICFR, banking, and public‑company governance, including senior roles at Arthur Andersen, KPMG, and EY and current service as Audit Committee Chair at Amerant Bancorp Inc. He will receive compensation under TON Strategy’s standard non‑employee director program and enter into the company’s standard indemnification agreement. There are no related‑party transactions requiring disclosure, and he was not selected pursuant to any arrangement with another person.
TON Strategy Company reported strong second-quarter 2026 results driven by its Gram digital asset treasury and staking strategy. For the three months ended June 30, 2026, total revenue was $15.0 million, up from $3.0 million in the first quarter, primarily from higher staking rewards. Gross profit was $14.3 million, or 95% of revenue.
Operating income from continuing operations was $0.5 million despite a one-time $5.5 million noncash accelerated stock-compensation charge and approximately $2.9 million of noncash expense tied to the Kingsway advisory agreement. Net income from continuing operations before income taxes was $83.5 million, including an $82.8 million net gain from changes in the fair value of Gram holdings. Net income attributable to common shareholders was $76.8 million, or $1.31 per diluted share, compared with a net loss of $2.5 million a year earlier.
Digital assets had a fair value of $369.5 million at June 30, 2026, and the company held about 230.5 million units of Gram, with no debt and $29.0 million in cash and restricted cash. Management also executed actions expected to remove approximately $4.0 million of inherited annual cash operating costs while winding down legacy operations classified as discontinued.
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.
TON Strategy Company entered into a Rule 10b5-1 trading plan to repurchase its common stock over a two-month period beginning July 1, 2026. The plan operates under the company’s existing $250 million stock repurchase authorization announced in September 2025, with Virtu Financial as executing broker.
Management frames buybacks as a disciplined capital allocation tool when shares trade below perceived intrinsic value, aiming to enhance shareholder value while continuing to pursue its Gram-focused digital asset treasury strategy and operate legacy commerce platforms.
TON Strategy Company received a formal reprimand from Nasdaq’s Listing Qualifications staff for failing to follow Nasdaq Listing Rule 5635(c) on shareholder approval of equity awards. The issue involved “Excess Awards” granted above the shares available under the shareholder-approved 2019 Stock and Incentive Compensation Plan.
Nasdaq determined the violations appeared inadvertent and not a deliberate attempt to avoid compliance. The company had self-reported the issue, obtained shareholder ratification of sufficient shares for prior grants, and rescinded recent grants to officers and directors. As a result, Nasdaq issued only a Reprimand Letter, the company’s shares remain listed on Nasdaq, and the matter is now considered closed.
TON Strategy Company reported results from its annual stockholder meeting. Stockholders approved the new 2026 Equity Incentive Plan and an amendment to the 2019 Stock and Incentive Compensation Plan that increases the common shares available for issuance under the 2019 plan by 3,000,000 shares.
Five directors — Nicolas Cary, Tucker Highfield, Evan Sohn, Manuel Stotz and Kevin Wilson — were elected to serve until the 2027 annual meeting. Stockholders also ratified Grassi & Co., CPAs, P.C. as independent auditor for the year ending December 31, 2026 and approved, on an advisory, non-binding basis, the compensation of the named executive officers. A total of 42,348,214 shares, representing approximately 74.91% of voting power as of the April 15, 2026 record date, were represented at the meeting.
TON Strategy Company reported first quarter 2026 results shaped by its Toncoin treasury strategy. The company held about 221.9 million units of $TON at March 31, 2026, with digital assets valued around $272.0 million and representing roughly 4.29% of all Toncoin.
Total revenue was $5.3 million, including about $3.0 million from TON staking, producing gross profit of $4.0 million. Total costs and expenses of $7.8 million led to a loss from operations of $3.9 million. Net loss before income taxes reached $91.0 million, driven largely by an $87.9 million unrealized net loss on crypto assets as Toncoin’s fair value declined during the quarter.
Cash and restricted cash were approximately $35.0 million at March 31, 2026, and the company reported no debt. Subsequent TON network upgrades increased gross staking yields to 1.39% in April 2026, up from 0.34% in March, equivalent to about 16.7% on an annualized basis. Kevin Wilson was appointed Chief Executive Officer effective May 4, 2026, as management focuses on positioning TON Strategy as a U.S.-listed vehicle for transparent, institutionally managed Toncoin exposure.
TON Strategy Company appointed Kevin Wilson as Chief Executive Officer, effective May 4, 2026. Wilson is an experienced fintech and global markets executive, with prior senior roles at Integral Development Corp. and a 17-year tenure at Citi in FX and electronic trading.
Under a new employment agreement, Wilson will receive a base salary of at least $950,000, a target annual bonus equal to 100% of base salary with the 2026 bonus guaranteed at target (prorated) and at least one-sixth of target for 2027, plus a $250,000 signing bonus. He is also slated to receive time-based restricted stock units covering no less than 2% of fully diluted outstanding shares as of May 4, 2026, and is eligible for severance of one times base salary plus prorated bonus if terminated without cause or if he resigns for good reason.
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.
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.
TON Strategy Company has scheduled its 2026 annual meeting of stockholders for June 9, 2026. Stockholders who hold common stock as of the close of business on April 15, 2026 will be entitled to vote at the meeting.
Because the 2026 meeting will be held more than 30 days before the anniversary of the 2025 annual meeting, the company has set revised deadlines. To submit a stockholder proposal for inclusion in the proxy statement under Rule 14a-8, or to bring other business or director nominations under the bylaws, written notice must be received at the principal executive offices by the close of business on April 6, 2026. Stockholders who plan to use the universal proxy rules to solicit proxies for their own director nominees must also provide the notice required by Rule 14a-19 by April 6, 2026.
TON Strategy Company announced a planned change in leadership, as it mutually agreed with Chief Executive Officer Veronika Kapustina that she will transition out of the CEO role. She is expected to continue serving as CEO until a successor is identified and appointed following a formal search.
The company has hired Intersection Growth Partners, an external executive search firm, to lead the search for its next Chief Executive Officer. TON Strategy also began a formal process that may expand its board of directors by adding additional independent directors, as detailed in a related press release furnished as an exhibit.
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.
TON Strategy Company reported it received a Nasdaq Staff Letter of Reprimand for violations of Listing Rules 5635(a) and 5635(b) tied to its August 2025 PIPE and a related asset purchase. Nasdaq determined the issues did not appear deliberate and chose a reprimand rather than delisting. The company’s shares will continue to trade on Nasdaq, and the letter closes the matter.
Nasdaq cited the August 7, 2025 PIPE, after which a new Executive Chairman and board changes occurred and affiliates acquired common stock representing about 19.99% of voting power, triggering Rule 5635(b) shareholder approval requirements. It also cited Rule 5635(a) in connection with a subsidiary’s agreement to purchase Toncoin of approximately $272.7 million, which was contingent on the PIPE; the pro rata portion used for that purchase was about 48.78% of the PIPE. The company accepted the determination and committed to work with Nasdaq to ensure future compliance.
TON Strategy Company (TONX) reported final results from its 2025 Annual Meeting of Stockholders held on October 24, 2025.
Stockholders elected five directors—Manuel Stotz, Nicolas Cary, Rory J. Cutaia, Tucker Highfield and Evan Sohn—to serve until the next annual meeting or until successors are duly elected and qualified. An advisory vote approved executive compensation with 36,434,345 votes for, 2,407,058 against, and 4,057 abstentions, with 3,380,025 broker non-votes.
On the frequency of future say‑on‑pay votes, stockholders supported every year with 36,996,287 votes, compared to 2,017 for two years, 3,915 for three years, and 1,843,241 abstentions, with 3,380,025 broker non‑votes. The Company will hold say‑on‑pay votes annually. Stockholders also ratified Grassi & Co., CPAs, P.C. as independent auditor for fiscal year 2025 with 40,203,855 votes for, 2,020,421 against, and 1,209 abstentions.
TON Strategy Company reported that it received a notice from Nasdaq on October 9, 2025 stating that Nasdaq staff determined the company failed to comply with Nasdaq Listing Rule 5635(b) when it issued common stock and pre-funded warrants in an August 7, 2025 PIPE financing. Nasdaq believes this transaction, alongside major changes in senior management and the Board and the appointment of a new Executive Chairman with an advisory agreement, resulted in a change of control without prior shareholder approval. The new Executive Chairman, through Kingsway Capital Limited partners and affiliates, acquired common stock representing approximately 19.99% of the outstanding common stock’s ownership and voting power.
The notice does not immediately affect TON Strategy’s Nasdaq listing, but the company now has 45 calendar days to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant up to 180 additional days to demonstrate compliance, though there is no assurance the plan will be accepted or that the company will regain full compliance.
TON Strategy Company filed a current report describing a new approach to its Toncoin (“$TON”) holdings. The company announced that it has staked 82% of its Toncoin reserves, and referred readers to a related press release, furnished as Exhibit 99.1, for more detail on its staking and repurchasing strategy.
The report also explains how TON Strategy shares important information with the public. The company highlights its website, SEC filings, press releases, conference calls, webcasts, and social media accounts on Telegram and X.com as distribution channels that may include information that could be material for investors. It notes that posts by its CEO, Mr. Stotz, on his personal X.com account may also contain information about the company.
TON Strategy Company filed an Amendment No. 1 to its Form 8-K to correct a previously filed exhibit. The amendment is described as being filed solely to replace Exhibit 3.1 to the Form 8-K originally filed on August 29, 2025, with the correct version. The new Exhibit 3.1 is a Certificate of Amendment to the Company’s Articles of Incorporation, effective as of September 2, 2025, and it fully supersedes the earlier, incorrect Exhibit 3.1. Other referenced materials, including the Amended and Restated Bylaws effective September 2, 2025 and an August 29, 2025 press release, remain as previously filed with the original report.