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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): September 3, 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
VERB
TECHNOLOGY COMPANY, INC.
(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. ☐
| Item
7.01. |
Regulation
FD Disclosure. |
On
September 3, 2025, TON Strategy Company (the “Company”) issued a press release disclosing the adoption of the 2025 Repurchase
Program discussed below in Item 8.01, a copy of which is furnished hereto as Exhibit 99.1 and incorporated by reference into this Item
7.01 in its entirety.
On
September 3, 2025, the Board of Directors of the Company (the “Board”) approved a stock repurchase program (the “2025
Repurchase Program”) to provide for the repurchase of up to $250.0 million of the Company’s outstanding shares of
common stock, par value $0.0001 per share (the “Common Stock”), from time to time. Under the 2025 Repurchase Program, the
Company is authorized to repurchase shares of Common Stock through open market purchases, privately negotiated transactions, or otherwise
in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The
2025 Repurchase Program does not obligate the Company to repurchase any minimum number of shares of Common Stock and the specific
timing and amount of repurchases will vary based on available capital resources and other financial and operational performance metrics,
market conditions, share price, regulatory limitations and other factors. The Company may suspend or discontinue the 2025 Repurchase
Program, or increase or decrease the amount of shares authorized to be repurchased thereunder, at any time.
Disclosure
Channels to Disseminate Information
Company
investors and others should note that the Company announces material information to the public about the Company, its strategy and other
items through a variety of means, including on the Company website (https://www.tonstrat.com/), the investor relations and email
alerts subscription sections thereof, its filings with the Securities and Exchange Commission (the “SEC”), press releases,
public conference calls, webcasts, and its various social media accounts in order to achieve broad, non-exclusionary distribution of
information to the public. The Company encourages its investors and others to review the information it makes public in the locations
below as such information could be deemed to be material information.
The
Company posts information about the Company (which may or may not be material) via the following social media accounts: the Company’s
Telegram handle (@tonstrat) and its X.com handle (@tonstrat). Mr. Stotz posts information about the Company (which may or may not be
material) through his social media accounts, including his X.com handle (@ManuelStotz). The social media channels used by the Company
and Mr. Stotz may be updated by the Company and Mr. Stotz, respectively, from time to time.
Although
the Company does not intend for its social media accounts to be its primary method of disclosure for material information, it is possible
that certain information the Company posts on its social media accounts may be deemed material to investors. Therefore, the Company is
notifying investors, the media and other interested parties that it uses the aforementioned social media accounts, together with its
investor relations website, traditional press releases, and filings with the SEC, to publish important information about the Company,
including information that may be deemed material to investors. The Company encourages investors, the media and other interested parties
to review the information it posts on its aforementioned investor relations website and social media channels, in addition to information
announced by the Company through its filings with the SEC, press releases, webcasts and other presentations.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release, dated September 3, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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/
Sarah Olsen |
| |
Name |
Sarah
Olsen |
| |
|
Chief
Financial Officer and Chief Operating Officer |
Date:
September 3, 2025
