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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 Co (TONX) reported an insider equity grant on Form 4. The Chief Executive Officer acquired 631,864 shares at $0 on October 7, 2025, reflecting a grant of restricted stock units (RSUs) under the TON Strategy Company 2019 Stock and Incentive Plan and the CEO’s August 7, 2025 employment agreement. Following the transaction, the CEO beneficially owns 631,864 shares directly.
The RSUs vest with 25% on August 7, 2026, and one thirty-sixth of the remaining RSUs vest monthly thereafter, contingent on continued employment.
SARAH JOSEPHINE OLSEN, the Chief Financial Officer & Chief Operating Officer, received a grant of 631,864 restricted stock units (RSUs) on 10/07/2025 under the company’s equity plan and her employment agreement.
The RSUs carry no cash purchase price and increase her reported beneficial ownership to 669,820 shares. The award vests 25% on 08/07/2026, with the remaining RSUs vesting in equal monthly installments of one thirty-sixth thereafter, contingent on continued employment.
TON Strategy Co. filed a DEF 14A proxy presenting four routine proposals for shareholder action: election of five directors, a non-binding advisory vote to approve named executive officer compensation, a vote on the frequency of future advisory compensation votes, and ratification of Grassi as the independent registered public accounting firm. The proxy discloses board composition and committee roles for named directors including Nicolas Cary, Rory J. Cutaia, Tucker Highfield, Evan Sohn, and Bill J. Rivard, with ages and director service dates shown.
Beneficial ownership tables show a large shareholder block: an individual or entity holding 12,914,649 shares (21.6%), Kingsway Capital Limited Partners with 12,021,720 shares (20.0%), Vy Capital with 6,125,821 shares (10.2%), and TOMS Capital with 4,153,522 shares (6.9%). The proxy also references an insider trading policy filed as an exhibit. Compensation tables and option holdings are presented in-line with figures such as $976, $429, and option exercise prices and expiration dates noted, but the filing text here is partial and tabular details are fragmented.
Manuel Stotz, Chairman of TON Strategy Co (TONX) and CEO of the investment manager Kingsway Capital Partners Limited, reported an indirect purchase of common stock. The Form 4 shows a purchase on 09/29/2025 of 70,000 shares at $7.1086 per share. After the transaction, the reporting person beneficially owns 2,297,678 shares indirectly through Kingsway Frontier Consumer Opportunities (FCO4) Growth Fund IV Ltd.
The filing clarifies that Kingsway Capital Partners Limited is the investment manager for the fund holding the shares and that Manuel Stotz is both CEO of the manager and Chairman of TON Strategy's board. The Form is signed and dated 09/29/2025.
TON Strategy Company filed a current report describing a new approach to its Toncoin (“$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.