Every 8-K that Verb Technology Company, Inc. (VERB) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow VERB and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full VERB filings page.
TON Strategy Company reported results from its annual stockholder meeting. Stockholders approved the new 2026 Equity Incentive Plan and an amendment to the 2019 Stock and Incentive Compensation Plan that increases the common shares available for issuance under the 2019 plan by 3,000,000 shares.
Five directors — Nicolas Cary, Tucker Highfield, Evan Sohn, Manuel Stotz and Kevin Wilson — were elected to serve until the 2027 annual meeting. Stockholders also ratified Grassi & Co., CPAs, P.C. as independent auditor for the year ending December 31, 2026 and approved, on an advisory, non-binding basis, the compensation of the named executive officers. A total of 42,348,214 shares, representing approximately 74.91% of voting power as of the April 15, 2026 record date, were represented at the meeting.
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.
TON Strategy Company appointed Kevin Wilson as Chief Executive Officer, effective May 4, 2026. Wilson is an experienced fintech and global markets executive, with prior senior roles at Integral Development Corp. and a 17-year tenure at Citi in FX and electronic trading.
Under a new employment agreement, Wilson will receive a base salary of at least $950,000, a target annual bonus equal to 100% of base salary with the 2026 bonus guaranteed at target (prorated) and at least one-sixth of target for 2027, plus a $250,000 signing bonus. He is also slated to receive time-based restricted stock units covering no less than 2% of fully diluted outstanding shares as of May 4, 2026, and is eligible for severance of one times base salary plus prorated bonus if terminated without cause or if he resigns for good reason.
TON Strategy Company reported full-year 2025 revenue of $12.8 million, up from $0.9 million in 2024, as it executed its Toncoin-focused treasury strategy and began earning staking income. Staking contributed about $4.0 million of revenue.
The company recorded a loss from operations of $36.4 million and a net loss before income taxes of $148.6 million, driven largely by a $114.2 million net loss on crypto assets tied to realized and unrealized Toncoin fair value changes. Digital assets had a fair value of about $356.8 million and cash and restricted cash totaled $39.7 million at year-end.
TON Strategy held roughly 219.7 million units of Toncoin at December 31, 2025, essentially all staked, and completed its first full quarter of staking in the fourth quarter. The company raised significant capital through a $361.4 million PIPE offering, invested heavily in digital assets and infrastructure, and is searching for a permanent CEO while continuing to operate its MARKET.live and LyveCom commerce businesses.
TON Strategy Company has scheduled its 2026 annual meeting of stockholders for June 9, 2026. Stockholders who hold common stock as of the close of business on April 15, 2026 will be entitled to vote at the meeting.
Because the 2026 meeting will be held more than 30 days before the anniversary of the 2025 annual meeting, the company has set revised deadlines. To submit a stockholder proposal for inclusion in the proxy statement under Rule 14a-8, or to bring other business or director nominations under the bylaws, written notice must be received at the principal executive offices by the close of business on April 6, 2026. Stockholders who plan to use the universal proxy rules to solicit proxies for their own director nominees must also provide the notice required by Rule 14a-19 by April 6, 2026.
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.
The filing is an Form 8-K reporting a material event dated September 8, 2025. It notifies investors that the company distributes material information through its website, investor relations/email alerts, SEC filings, press releases, conference calls, webcasts and social media to achieve broad, non‑exclusionary distribution. The document is signed by Veronika Kapustina, Chief Executive Officer. The filing includes exhibit references but provides no detailed financial metrics, transaction details, or earnings information in the disclosed text.
TON Strategy Company used this report to share more detail on its Toncoin-focused treasury strategy and recent investor communications. The company said its previously disclosed Toncoin holdings are about 217 million Toncoin, representing roughly 4.23% of Toncoin’s total supply, and outlined a goal to increase its holdings to more than 5% of the total supply over time.
The company described its approach of accumulating Toncoin and staking it to earn daily Toncoin rewards, which can create revenue and cash flow opportunities. It may pursue multiple staking methods, including self-staking, using third-party providers, and staking for others to earn higher yields and fees. TON Strategy also indicated that during the remainder of 2025 and 2026 it may consider building or buying proprietary staking infrastructure for itself and third parties, potentially tokenizing its stock on the TON blockchain, and supporting TON’s open-source software development ecosystem.
TON Strategy Company reported that its Board of Directors approved a new 2025 stock repurchase program authorizing buybacks of up to $250.0 million of its common stock. The company may repurchase shares from time to time through open market purchases, privately negotiated transactions, or other methods permitted under federal securities laws, including Rule 10b-18. The program does not require any minimum repurchase amount and can be increased, decreased, suspended, or discontinued by the company at any time, with decisions driven by capital resources, financial and operational metrics, market conditions, share price, regulatory limits, and other factors.
The company also highlighted that it may share important information via its website, SEC filings, press releases, conference calls, webcasts, and social media channels, including its Telegram and X.com accounts, as well as posts by Mr. Manuel Stotz on his X.com account. Investors are encouraged to review these channels along with traditional disclosures for potentially material updates about the company and its strategy.
Verb Technology Company, Inc. reported that it is changing its corporate name to TON Strategy Company, effective at 9:00 a.m. Eastern Daylight Time on September 2, 2025, through a Certificate of Amendment filed in Nevada. The Board of Directors approved this name change without shareholder approval under Nevada law, and the company’s bylaws were amended solely to reflect the new name.
The company’s Nasdaq trading symbol for its common stock will change from “VERB” to “TONX” as of the open of trading on September 2, 2025. The rights of existing securityholders are unchanged, and the common stock CUSIP number 92337U302 remains the same, so holders do not need to take any action. The company also announced it will publish its first “Chairman’s Message” on September 5, 2025 and highlighted its website, investor relations site, SEC filings, press releases, and specified social media accounts as channels where it may share information, including items that could be material to investors.
Verb Technology Company, Inc. filed a current report to address market rumors about its financing plans and to explain its upcoming resale registration obligations. The Company states that, apart from ongoing at-the-market offerings under its Controlled Equity Offering Sales Agreement, it is not currently pursuing any new securities offering by the Company, while noting it regularly evaluates capital-raising options.
The report reiterates that Verb previously completed a $558 million private placement on August 7, 2025 and, under an August 3, 2025 Subscription Agreement, must use commercially reasonable efforts to file a resale shelf registration statement within 30 days of the closing to register resales by participating investors. Some of these investors agreed to lockup periods of six to twelve months or longer. Verb also outlines its use of its website, SEC filings, press releases, webcasts, and specified Telegram and X.com accounts as potential channels for sharing information that may be material to investors.
Verb Technology Company, Inc. disclosed that as of August 21, 2025, its treasury assets exceeded $780 million, consisting of $713 million of Toncoin, the native cryptocurrency of The Open Network blockchain, and $67 million of cash. The dollar value of the Toncoin holdings is based on a $3.28 CoinMarketCap price for $TON as of August 20, 2025 at 9 p.m. EDT.
The company states that its strategy targets accumulating over 5% of Toncoin’s circulating supply to be a significant participant in maintaining and securing the network infrastructure. It also intends to steadily increase Toncoin held per share through reinvestment of cash flows, staking rewards and disciplined capital markets activity. Verb further highlights that it may share material information through its website, investor relations site, SEC filings, press releases, webcasts, and updated social media channels, including its new @tonstrat handles and posts by Mr. Stotz.
Verb Technology Company, Inc. (VERB) filed an 8-K announcing a new Controlled Equity OfferingSM Sales Agreement with Cantor Fitzgerald & Co. and Cohen & Company Capital Markets. The agreement allows the company, at its sole discretion, to issue and sell up to $1 billion of common stock through “at-the-market” (ATM) transactions under its automatic shelf registration statement on Form S-3 filed the same day (File No. 333-289402).
Cantor will act as principal and/or sole sales agent, using “commercially reasonable efforts” to execute sales in accordance with the company’s instructions. The agents will earn a commission of up to 3 % of gross proceeds. Verb retains the right to suspend or terminate sales at any time and is under no obligation to sell any shares. Standard indemnification and contribution provisions in favor of the agents apply. The full Sales Agreement is incorporated by reference as Exhibit 1.2.
VERB closed a private placement (PIPE) on 7-Aug-25, issuing 57.4 M common shares at $9.51 and 1.28 M pre-funded warrants at $9.5099, raising $558 M gross. Roughly one-third of investors accepted 6- to 12-month lock-ups. Net proceeds will be deployed primarily to purchase Toncoin and for working capital, signalling a pivot to a TON-treasury strategy.
The company signed a 20-year Advisory Services Agreement with Kingsway Capital (controlled by new Executive Chair Manuel Stotz): a $3 M set-up fee plus an annual fee equal to 2 % of market cap, payable in cash or Toncoin. Kingsway also invested about $118 M in the PIPE.
Governance overhaul: three directors resigned; five new members joined, expanding the board to five. Veronika Kapustina (ex-Morgan Stanley banker) became CEO and Sarah Olsen CFO/COO; both receive $850 K base salaries, equity equal to 2 % of fully-diluted shares (time- and performance-vested), and annual bonuses targeted at 100 % of salary. Former CEO Rory Cutaia remains with the social-commerce unit.
Capital structure changes include withdrawal of Series A-D preferred designations and disclosure of 60.54 M shares outstanding. A press release announcing the financing was issued on 8-Aug-25.
Verb Technology Company, Inc. (VERB) has filed Amendment No. 1 to its April 17, 2025 Form 8-K to include Lyvecom, Inc.’s historical and pro forma financial information associated with VERB’s April 11, 2025 acquisition of the privately held live-commerce platform.
The 8-K/A supplies two key exhibits:
- Exhibit 99.1: Audited consolidated financial statements of Lyvecom for the fiscal years ended December 31, 2024 and 2023, plus unaudited condensed statements for the quarter ended March 31, 2025 (with comparative 2024 quarter).
- Exhibit 99.2: Unaudited pro forma condensed combined financial statements illustrating how the transaction would have affected VERB’s results as if the deal had closed on January 1, 2024 and March 31, 2025.
Additional exhibits referenced but previously filed include the binding term sheet (Ex. 10.1), the stock purchase agreement (Ex. 10.2), and the consent of Grassi & Co., CPAs (Ex. 23.1). The filing is signed by CEO Rory J. Cutaia on June 25, 2025.
This amendment fulfills SEC Rule 3-05 and Article 11 requirements by providing investors with audited target financials and a combined pro forma view, enhancing transparency around the strategic acquisition.