TON Strategy (TONX) posts Q1 2026 $90.9M loss, holds $272M in Toncoin
Rhea-AI Filing Summary
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.
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Insights
Large unrealized Toncoin loss dominates an otherwise growing staking-driven revenue base.
TON Strategy Company generated Q1 2026 revenue of $5.3 million, with about $3.0 million from staking its Toncoin treasury. Operating loss was modest at $3.9 million, but mark-to-market accounting on Toncoin produced an $87.9 million unrealized loss on crypto assets.
This drove net loss before income taxes to $90.952 million, even though the company still held digital assets valued at roughly $272.0 million and cash and restricted cash of about $35.0 million with no debt as of March 31, 2026. The balance sheet is therefore highly exposed to Toncoin price movements.
Subsequent TON network upgrades lifted gross staking yields from 0.34% in March to 1.39% in April 2026, about 16.7% annualized. Future filings may show how higher yields and Toncoin price changes affect revenue, unrealized gains or losses, and the value of the company’s 221.9 million $TON holdings.
8-K Event Classification
Key Figures
Key Terms
staking revenue financial
unrealized net loss on crypto assets financial
gross staking yields financial
digital asset treasury financial
non-controlling interests financial
Earnings Snapshot
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.02. Results of Operations and Financial Condition.
On May 12, 2026, TON Strategy Company (the “Company”) issued a press release containing its results of operations and financial condition for the three months ended March 31, 2026. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information under this Item 2.02 (including Exhibit 99.1 hereto) is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press release issued by the Company dated May 12, 2026. | |
| 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: May 12, 2026 | TON Strategy Company | |
| By: | /s/ Sarah Olsen | |
| Name: | Sarah Olsen | |
| Title: | Chief Financial Officer and Chief Operating Officer | |
Exhibit 99.1
TON Strategy Company Reports First Quarter 2026 Financial Results
LAS VEGAS, NV — May 12, 2026 — TON Strategy Company (“TON Strategy” or the “Company”) (Nasdaq: TONX), a digital asset treasury company dedicated to holding Toncoin ($TON), today reported financial results for the first quarter ended March 31, 2026 and provided an update on its TON treasury operations.
First Quarter and Recent Operational Highlights
| ● | Held approximately 221.9 million units of $TON at March 31, 2026, including approximately 221.2 million units staked. Based on Tonstat data, the Company’s holdings represented approximately 4.29% of all Toncoin, and the Toncoin staked through its infrastructure represented approximately 26.18% of the network. Digital assets held at March 31, 2026 had a fair value of approximately $272.0 million. | |
| ● | Earned approximately 2.2 million units of $TON during the first quarter of 2026, representing approximately $3.0 million of staking revenue. | |
| ● | Appointed Kevin Wilson as Chief Executive Officer, effective May 4, 2026, to lead the Company’s next phase of execution. | |
| ● | Supported recent TON network upgrades that reduced block times, shortened transaction settlement times, increased throughput, and lowered transaction fees, strengthening TON’s ability to support high-volume, low-cost applications across payments, Telegram-based services, developer tools, gaming, and emerging AI-agent use cases. | |
| ● | Continued to operate with institutional custody and segregated staking infrastructure as part of an institutional approach to holding and staking Toncoin. |
Financial Results for the First Quarter 2026
The Company’s financial results for the first quarter of 2026 reflect the operation of its TON treasury strategy, including staking activities, alongside its legacy operating businesses.
Total revenue was $5.3 million and included approximately $3.0 million from staking activities.
Gross profit was $4.0 million.
Total costs and expenses were $7.8 million, reflecting costs associated with treasury operations, personnel, reporting, compliance and the legacy operating businesses.
Loss from operations was $(3.9) million.
Net loss before income taxes was $(91.0) million. Net loss included an $(87.9) million unrealized net loss on crypto assets, reflecting fair value changes in Toncoin holdings during the quarter.
Digital assets held at March 31, 2026 had a fair value of approximately $272.0 million.
Cash and restricted cash totaled approximately $35.0 million at March 31, 2026. The Company had no debt on the balance sheet at March 31, 2026.
Subsequent Events
In April 2026, The Open Network implemented major upgrades to its execution and consensus infrastructure to improve network efficiency and validator performance. Through its staking infrastructure and provider relationships, the Company was well positioned to benefit from increased staking rewards, with gross staking yields rising to 1.39% in April 2026 from 0.34% in March 2026.
The April 2026 gross staking yield represented approximately a fourfold increase month-over-month and approximately 16.7% on an annualized basis.
The value of Toncoin also appreciated significantly in early May following the network upgrades, Telegram’s announcement that it plans to help drive TON ecosystem growth and infrastructure development, and broader strength across digital asset markets. For example, based on the value of Toncoin as of May 6, 2026, the 221.9 units of $TON held by the Company as of March 31, 2026 had an estimated fair value of approximately $433.3 million.
Management Commentary
Chief Executive Officer Kevin Wilson stated, “TON Strategy has important strengths in place, including our position as the largest public company treasury dedicated to Toncoin, active staking operations, a strong balance sheet, and the custody and reporting infrastructure needed to execute the strategy with transparency. As I step into my role as CEO, my focus is on translating that foundation into a better understood public company platform for Toncoin exposure and shareholder value.
“We will continue to manage the treasury through a long-term per-share value lens, with an emphasis on maintaining appropriate liquidity and evaluating capital allocation thoughtfully. We also see an opportunity to communicate more actively around the TON thesis and the TON Strategy model. Over time, we intend to prioritize pathways to support deeper liquidity and market access around Toncoin, while aligning our expenses and investment with the Company’s core treasury strategy, targeting highest return opportunities.
“TON is becoming increasingly relevant as blockchain activity moves toward faster, lower-cost, high-volume use cases. Telegram gives TON a unique distribution advantage compared to most networks, and recent upgrades have improved the speed, costs, and usability needed to support payments, developer tools, Telegram-based applications, and emerging AI-agent activity. We believe TON is uniquely well-suited for AI agent use cases because the network combines fast, low-cost settlement capability with programmable accounts that operate inside Telegram. Over time, that combination can support AI agents that can transact and interact directly with services across the TON ecosystem. Our objective is to position TON Strategy as the U.S.-listed public company built specifically to provide transparent, institutionally managed exposure to Toncoin.”
Chief Financial Officer Sarah Olsen added, “The combination of staking productivity and a clean balance sheet with meaningful liquidity and no debt allows TON Strategy to generate value through the treasury while preserving flexibility to support the strategy over time. During Q1, we generated approximately 2.2 million $TON through institutional custody and segregated staking infrastructure and recognized approximately $3.0 million of staking revenue, demonstrating the continued productivity of our staking strategy across a second full quarter of operations. Furthermore, we were well positioned to capture the uplift in staking yields in April from the network upgrades. We ended the quarter with approximately $35.0 million of cash and restricted cash, reinforcing the balance sheet strength and financial flexibility that are central to our approach.”
Conference Call
TON Strategy Company’s management will hold a conference call today (May 12, 2026) at 9:00 a.m. Eastern time to discuss these results.
U.S. dial-in: 1-877-407-0789
International dial-in: 1-201-689-8562
Conference ID: 13760424
The conference call will be broadcast live and available for replay here and via the investor relations section of the Company’s website.
A replay of the call will be available on the investor relations section of the Company’s website after the conference call through May 26, 2026.
Toll-free replay number: 1-844-512-2921
International replay number: 1-412-317-6671
Replay ID: 13760424
About TON Strategy Company
TON Strategy Company (Nasdaq: TONX) is focused on the accumulation of $TON – the native cryptocurrency of Telegram’s billion-user platform – for long-term investment, whether acquired through deployment of proceeds from capital raising activity, staking rewards or via open market purchases. The Company aims to steadily expand its $TON holdings, stake $TON, and support the development of a tokenized economy inside Telegram.
In addition, the Company continues to operate legacy business units, including MARKET.live, a multi-vendor livestream shopping platform, and LyveCom, an AI-powered social commerce innovator that enables brands and merchants to deliver omnichannel livestream shopping experiences across websites, apps, and social platforms.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this press release should be considered forward-looking statements, including, but not limited to, statements regarding: our business and growth strategy; market adoption and access to Toncoin; planned liquidity and market access around Toncoin; return opportunities; and the performance of our products and services; . Without limiting the foregoing, in some cases, you can identify forward-looking statements by terms such as “aim,” “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words.
Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: our incursion of significant net losses and uncertainty whether we will achieve or maintain profitable operations; our ability to grow and compete in the future, and to execute our business strategy; our decision to implement a cryptocurrency treasury strategy, whereby we acquire Toncoin, the native cryptocurrency of The Open Network (“TON”) blockchain and our dependence on TON and Toncoin as a result of this strategy; our ability to maintain and expand our customer base and to convince our customers to increase the use of our services and/or platform; our financial results and the market price of our common stock may be affected by the price of Toncoin, and our Toncoin holdings will be less liquid than cash and cash equivalents; changes in the broader digital asset regulatory landscape and as it relates to TON and Toncoin and our failure to comply with applicable regulatory requirements and risks related to any actions we may take to prevent or correct such failure; the availability of opportunities to stake Toncoin; our ability to maintain and expand our customer base and to convince our customers to increase the use of our services and/or platform; the competitive market in which we operate; our ability to increase the number of our strategic relationships or grow the revenues received from our current strategic relationships; our ability to develop existing services or acceptable new services that keep pace with technological developments; our ability to successfully launch new product platforms, including MARKET.live, the rate of adoption of these platforms and the revenue generated from these platforms; our ability to deliver our services, as we depend on third party providers; our ability to attract and retain qualified management personnel; our susceptibility to cybersecurity incidents and other disruptions, particularly as it relates to our holdings of Toncoin; our ability to maintain compliance with the listing requirements of the Nasdaq Capital Market; the impact of, and our ability to operate our business and effectively manage our growth under evolving and uncertain global economic, political, and social trends, including legislation banning or otherwise hampering the digital asset landscape, inflation, rising interest rates, and recessionary concerns; and other important factors discussed in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as any such factors may be updated from time to time in our other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and our Investor Relations page on our website at www.tonstrat.com/shareholders.
Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. The forward-looking statements in this press release are based on information available to us as of the date hereof, and we disclaim any obligation to update any forward-looking statements, except as required by law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.
Investor Relations and Media Contact:
Gateway Group, Inc.
949-574-3860
TONX@gateway-grp.com
-Financial Tables to Follow-
TON STRATEGY COMPANY
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
| March 31, 2026 | December 31, 2025 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 34,784 | $ | 39,493 | ||||
| Restricted cash | 169 | 169 | ||||||
| Accounts receivable, net of allowance for credit losses of $5 as of March 31, 2026 and December 31, 2025 | 438 | 441 | ||||||
| ERC receivable – short-term | 734 | 734 | ||||||
| Prepaid expenses and other current assets – related parties | 150 | 163 | ||||||
| Prepaid expenses and other current assets | 1,086 | 1,364 | ||||||
| Total current assets | 37,361 | 42,364 | ||||||
| Long-lived assets, net | 366 | 389 | ||||||
| Intangible assets, net | 60 | 48 | ||||||
| Goodwill | 5,165 | 5,165 | ||||||
| TON - unrestricted | 72,446 | 89,628 | ||||||
| TON - restricted | 199,580 | 267,181 | ||||||
| Other non-current assets – related party | 2,753 | 2,790 | ||||||
| Other non-current assets, net of allowance for credit losses of $357 and $310 as of March 31, 2026 and December 31, 2025, respectively | 3,933 | 3,599 | ||||||
| Total assets | $ | 321,664 | $ | 411,164 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 1,715 | $ | 1,874 | ||||
| Accounts payable – related parties | 306 | 269 | ||||||
| Accrued expenses | 1,034 | 589 | ||||||
| Contract liabilities | 36 | 155 | ||||||
| Accrued payroll | 416 | 828 | ||||||
| Accrued officers’ compensation | 1,424 | 245 | ||||||
| Operating lease liabilities, current | 105 | 129 | ||||||
| Contingent liability, current | - | 500 | ||||||
| Total current liabilities | 5,036 | 4,589 | ||||||
| Long-term liabilities | ||||||||
| Contingent liability, non-current | - | 100 | ||||||
| Operating lease liabilities, non-current | 63 | 80 | ||||||
| Total liabilities | 5,099 | 4,769 | ||||||
| Commitments and contingencies (Note 11) | ||||||||
| Stockholders’ equity | ||||||||
| Common stock, $0.0001 par value, 400,000,000 shares authorized, 56,530,617 shares issued and outstanding as of March 31, 2026 and December 31, 2025 | 6 | 6 | ||||||
| Additional paid-in capital | 744,329 | 743,207 | ||||||
| Accumulated deficit | (427,763 | ) | (336,725 | ) | ||||
| Total stockholders’ equity in Ton Strategy Company | 316,572 | 406,488 | ||||||
| Non-controlling interests | (7 | ) | (93 | ) | ||||
| Total stockholders’ equity | 316,565 | 406,395 | ||||||
| Total liabilities and stockholders’ equity | $ | 321,664 | $ | 411,164 | ||||
TON STRATEGY COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | $ | ||||||
| TON | 2,032 | - | ||||||
| TON – related party | 970 | - | ||||||
| MARKET.live | 1,704 | 561 | ||||||
| Go Fund Yourself | 547 | 744 | ||||||
| Total Revenue | 5,253 | 1,305 | ||||||
| Cost of revenue | ||||||||
| TON | 156 | - | ||||||
| MARKET.live (For the three months ended March 31, 2026 and 2025 includes amortization of $0 and $249, respectively) | 964 | 424 | ||||||
| Go Fund Yourself | 176 | 172 | ||||||
| Total Cost of Revenue | 1,296 | 596 | ||||||
| Gross profit | 3,957 | 709 | ||||||
| Operating expenses | ||||||||
| Depreciation and amortization | 19 | 37 | ||||||
| General & administrative - related parties | 1,026 | 933 | ||||||
| General and administrative | 6,797 | 2,398 | ||||||
| Total operating expenses | 7,842 | 3,368 | ||||||
| Operating loss | (3,885 | ) | (2,659 | ) | ||||
| Other income (expense), net | ||||||||
| Interest income | 340 | 121 | ||||||
| Unrealized gain (loss) on investments | (64 | ) | 83 | |||||
| Other income (expense), net | (87,343 | ) | 17 | |||||
| Total other income (expense), net | (87,067 | ) | 221 | |||||
| Net loss before income taxes | (90,952 | ) | (2,438 | ) | ||||
| Income tax expense (benefit) | - | - | ||||||
| Net loss | (90,952 | ) | (2,438 | ) | ||||
| Less: Net income attributable to non-controlling interests | 86 | 126 | ||||||
| Net loss attributable to Ton Strategy Company and its common stockholders | (91,038 | ) | (2,564 | ) | ||||
| Loss per share from operations– basic and diluted | $ | (1.56 | ) | $ | (2.51 | ) | ||
| Weighted average number of common shares outstanding – basic and diluted | 58,208,613 | 1,019,801 | ||||||
TON STRATEGY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Operating Activities: | ||||||||
| Net loss | $ | (90,952 | ) | $ | (2,438 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 19 | 286 | ||||||
| Share-based compensation | 1,122 | 958 | ||||||
| Reserve for credit losses | 47 | - | ||||||
| Unrealized (gain) loss on investments | 64 | (83 | ) | |||||
| Non-cash consideration received in the form of convertible promissory notes | (445 | ) | - | |||||
| Non-cash consideration received in the form of TON | (2,032 | ) | - | |||||
| Non-cash consideration received in the form of TON – related party | (1,119 | ) | - | |||||
| Non-cash transaction fees paid with Digital Assets | 6 | - | ||||||
| Unrealized loss on fair value of Digital Assets | 87,928 | - | ||||||
| Effect of changes in assets and liabilities: | ||||||||
| Accounts receivable | 3 | (882 | ) | |||||
| ERC receivable | - | 1,724 | ||||||
| Prepaid expenses and other non-current and current assets – related parties | 50 | - | ||||||
| Prepaid expenses and other current assets | 278 | - | ||||||
| Operating lease right-of-use assets | 14 | 33 | ||||||
| Accounts payable, accrued expenses, and accrued interest | 489 | (743 | ) | |||||
| Contract liabilities | (119 | ) | 104 | |||||
| Operating lease liabilities | (40 | ) | (29 | ) | ||||
| Net cash used in operating activities | (4,687 | ) | (1,070 | ) | ||||
| Investing Activities: | ||||||||
| Purchases of investments – trading securities | - | (507 | ) | |||||
| Proceeds from sale of investments – trading securities | - | 421 | ||||||
| Purchases of property and equipment | (9 | ) | (66 | ) | ||||
| Purchases of intangible assets | (12 | ) | - | |||||
| Net cash used in investing activities | (21 | ) | (152 | ) | ||||
| Financing Activities: | ||||||||
| Payment of note payable | - | (118 | ) | |||||
| Net cash used in financing activities | - | (118 | ) | |||||
| Net change in cash and restricted cash | (4,708 | ) | (1,340 | ) | ||||
| Cash, cash equivalents and restricted cash - beginning of period | 39,661 | 8,495 | ||||||
| Cash, cash equivalents and restricted cash - end of period | $ | 34,953 | $ | 7,155 | ||||