TON Strategy Company (NASDAQ: TONX) files 8-K/A to correct exhibit

Rhea-AI Filing Summary

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.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

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 29, 2025

TON Strategy Company

(Exact name of registrant as specified in charter)

Nevada		001-38834		90-1118043
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer 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. ☐

EXPLANATORY NOTE

This amendment is being filed solely to replace Exhibit 3.1 to the Current Report on Form 8-K originally filed on August 29, 2025 (the “Original 8-K”) with the correct version of such exhibit. Exhibit 3.1 hereto supersedes and replaces in its entirety Exhibit 3.1 filed as an exhibit to the Original 8-K.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment to the Company’s Articles of Incorporation, effective as of September 2, 2025
3.2*		Amended and Restated Bylaws of the Company, as amended, effective as of September 2, 2025
99.1*		Press release, dated August 29, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Previously filed or furnished with the Original 8-K.

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
	By:	/s/ Veronika Kapustina
	Name:	Veronika Kapustina
		Chief Executive Officer
Date: September 17, 2025

FAQ

What did TON Strategy Company change in this Form 8-K/A amendment?

TON Strategy Company filed this Form 8-K/A solely to replace Exhibit 3.1 from the original August 29, 2025 Form 8-K with the correct version of that exhibit.

What is the corrected Exhibit 3.1 for TON Strategy Company?

The corrected Exhibit 3.1 is a Certificate of Amendment to TON Strategy Company’s Articles of Incorporation, stated to be effective as of September 2, 2025.

Does this 8-K/A indicate any new corporate actions by TON Strategy Company?

The amendment states it is being filed solely to replace Exhibit 3.1 to the original Form 8-K, with no additional new actions described in the text provided.

What other documents are listed as exhibits in this TON Strategy Company 8-K/A?

The exhibit list includes the corrected Certificate of Amendment (Exhibit 3.1), previously filed Amended and Restated Bylaws (Exhibit 3.2), a previously filed press release dated August 29, 2025 (Exhibit 99.1), and a cover page Inline XBRL data file (Exhibit 104).

When are TON Strategy Company’s amended Articles of Incorporation effective?

The Certificate of Amendment to the Articles of Incorporation attached as Exhibit 3.1 is described as effective as of September 2, 2025.

Who signed this TON Strategy Company Form 8-K/A?

The Form 8-K/A was signed on behalf of TON Strategy Company by Veronika Kapustina, who is identified as the Chief Executive Officer.