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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 5, 2025
| TON
Strategy Company |
| (Exact
Name of Registrant as Specified in Charter) |
| Nevada |
|
001-38834 |
|
90-1118043 |
| (State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
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. ☐
Item
7.01. Regulation FD Disclosure.
On
September 5, 2025, TON Strategy Company (the “Company”) furnished on its website a corporate presentation (the “Presentation”)
alongside the first “Chairman’s Message” of an anticipated series from Manuel Stotz, Executive Chairman of the Company’s
Board of Directors, and issued a related press release. Copies of the Presentation and press release are attached hereto as Exhibits
99.1 and 99.2, respectively, and incorporated herein by reference.
Item
8.01. Other Events.
The
Company announced as part of the Presentation that the Company’s previously stated Toncoin holdings, which equate to
approximately 217 million Toncoin, represent approximately 4.23% of the total supply of Toncoin. The Company also announced a
goal to increase its Toncoin holdings to more than 5% of the total supply.
As
previously disclosed, the Company’s TON treasury strategy includes accumulating Toncoin, enabling it to generate sustainable staking
rewards to initiate, manage, and grow its Toncoin exposure in a cash flow positive manner. The staking process involves the Company locking
up Toncoin to help secure and stabilize TON. In exchange for Toncoin holders staking their tokens, they receive rewards in the form of
Toncoin on a daily basis, creating revenue and cash flow opportunities. Staking can be accomplished in multiple ways, including through
self-staking, staking through a third party for a fee, and staking for others to generate higher yields and fees.
The
Company also announced as part of the Presentation that during the remainder of 2025 and 2026 it may consider (i) developing or
purchasing its own proprietary staking infrastructure for both itself and for third parties, (ii) tokenizing its stock on the TON
blockchain, and (iii) supporting TON’s open-source software development ecosystem.
Forward-Looking
Statements
This
Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995,
including statements relating to the future Company’s Toncoin holdings, its TON treasury strategy and the execution thereof,
potential staking activities, and the Company’s strategic plans for 2025 and 2026. Forward-looking statements are subject to
risks and uncertainties that could cause actual results to differ materially, and reported results should not be considered as an
indication of future performance. Important factors that may affect actual results or outcomes include, but are not limited to: the
ability of the Company to successfully execute its business plan, including risks related to Toncoin and the digital asset industry;
the Company’s implementation of its TON treasury strategy and its ability to achieve the intended benefits thereof; and other
risks and uncertainties set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and the
Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 filed with the Securities and Exchange Commission
(the “SEC”), and in the Company’s subsequent filings with the SEC. These forward-looking statements speak only as
of the date hereof, and the Company disclaims any obligation to update these forward-looking statements, whether as a result of new
information, future events, or otherwise, except as required by law.
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 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
| Exhibit
No. |
|
Description |
| 99.1 |
|
Chairman’s Message, dated September 5, 2025 |
| 99.2 |
|
Press Release, dated September 5, 2025 |
| 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:
September 5, 2025 |
TON Strategy Company |
| |
|
|
| |
By: |
/s/
Veronika Kapustina |
| |
Name: |
Veronika
Kapustina |
| |
Title: |
Chief
Executive Officer |
