Welcome to our dedicated page for Verb Technology Co SEC filings (Ticker: VERB), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
TON Strategy Company filings document the public-company record of the issuer formerly known as Verb Technology Company Inc., including proxy materials, Form 8-K material-event reports, governance matters, executive appointments, compensation arrangements, and annual-meeting procedures.
The documents also cover capital-structure disclosures, stockholder proposal and director-nomination procedures, and operating and financial results for a company whose current strategy centers on holding Toncoin ($TON) and the TON blockchain ecosystem.
TON Strategy Co disclosed that Aristeia Master, L.P. holds 3,383,218 shares of its common stock, reported as an indirect position of Aristeia Capital, L.L.C.. Aristeia Capital may be deemed to have voting and investment power over these shares but disclaims beneficial ownership beyond its indirect pecuniary interest.
TON Strategy Co disclosed that Aristeia Master, L.P. holds 3,383,218 shares of its common stock, reported as an indirect position of Aristeia Capital, L.L.C.. Aristeia Capital may be deemed to have voting and investment power over these shares but disclaims beneficial ownership beyond its indirect pecuniary interest.
TON Strategy Co reports a Schedule 13G/A disclosure from an Aristeia Capital-led group showing beneficial ownership of 5,894,057 shares, equal to 10.43% of outstanding Common Stock.
The filing states Aristeia Capital, L.L.C. holds 4,895,110 shares (8.66%) and individual managers (Techar, Frascella, Lynch, Hla) hold specified smaller stakes. Shares outstanding were 56,530,617 as of March 24, 2026, per the issuer's Form 10-K.
TON Strategy Co reports a Schedule 13G/A disclosure from an Aristeia Capital-led group showing beneficial ownership of 5,894,057 shares, equal to 10.43% of outstanding Common Stock.
The filing states Aristeia Capital, L.L.C. holds 4,895,110 shares (8.66%) and individual managers (Techar, Frascella, Lynch, Hla) hold specified smaller stakes. Shares outstanding were 56,530,617 as of March 24, 2026, per the issuer's Form 10-K.
TON Strategy Company filed its annual report outlining a major strategic pivot to a Toncoin-focused digital asset treasury alongside its existing MARKET.live and Go Fund Yourself businesses. Beginning in 2025, the company designated Toncoin as its primary treasury reserve asset, using a large private placement to build and stake holdings on The Open Network blockchain.
As of December 31, 2025, TON Strategy had staked 219,709,826 units of Toncoin and earned 2,185,286 units in staking rewards, recognized as about $4.0 million of revenue. The company reports owning 4.2% of Toncoin’s total supply, making its balance sheet and stock price highly sensitive to Toncoin’s market value, liquidity, regulation, custody and cybersecurity risks, as well as evolving global tax and securities law treatment of digital assets.
The report also describes a $558 million private investment in public equity used largely to acquire Toncoin, integration of LyveCom into the MARKET.live livestream shopping platform, and a highly concentrated risk profile tied to Toncoin price swings, staking performance, regulatory changes and potential classification or tax developments affecting crypto assets.
TON Strategy Company filed its annual report outlining a major strategic pivot to a Toncoin-focused digital asset treasury alongside its existing MARKET.live and Go Fund Yourself businesses. Beginning in 2025, the company designated Toncoin as its primary treasury reserve asset, using a large private placement to build and stake holdings on The Open Network blockchain.
As of December 31, 2025, TON Strategy had staked 219,709,826 units of Toncoin and earned 2,185,286 units in staking rewards, recognized as about $4.0 million of revenue. The company reports owning 4.2% of Toncoin’s total supply, making its balance sheet and stock price highly sensitive to Toncoin’s market value, liquidity, regulation, custody and cybersecurity risks, as well as evolving global tax and securities law treatment of digital assets.
The report also describes a $558 million private investment in public equity used largely to acquire Toncoin, integration of LyveCom into the MARKET.live livestream shopping platform, and a highly concentrated risk profile tied to Toncoin price swings, staking performance, regulatory changes and potential classification or tax developments affecting crypto assets.
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 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 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 reported a significant shareholder disclosure from Aristeia Capital, L.L.C., which filed a Schedule 13G as a passive investor. Aristeia beneficially owns 4,849,363 shares of TON Strategy common stock, representing 8.21% of the outstanding shares.
This ownership percentage is based on 59,091,521 shares outstanding as of November 5, 2025, as reported in TON Strategy’s Form 10-Q. Aristeia has sole voting and sole dispositive power over all 4,849,363 shares and certifies that the position is held in the ordinary course of business, not for the purpose of changing or influencing control of the company.
TON Strategy Company reported a significant shareholder disclosure from Aristeia Capital, L.L.C., which filed a Schedule 13G as a passive investor. Aristeia beneficially owns 4,849,363 shares of TON Strategy common stock, representing 8.21% of the outstanding shares.
This ownership percentage is based on 59,091,521 shares outstanding as of November 5, 2025, as reported in TON Strategy’s Form 10-Q. Aristeia has sole voting and sole dispositive power over all 4,849,363 shares and certifies that the position is held in the ordinary course of business, not for the purpose of changing or influencing control of the company.
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.
Prospectus excerpts from an S-3ASR for Verb Technology Company, Inc. (VERB) showing the table of selling stockholders and administrative details. The document lists many institutional and individual holders with their Common Stock Outstanding Before this Offering and Immediately After this Offering recorded as identical amounts and a column showing Shares Offered as 0 or an em dash for each holder. Itemized fees appear: Transfer Agent Fees $15,000, Printing $1,000, Legal Fees $206,000, Accounting Fees $10,000. Signatures include the CEO Veronika Kapustina, CFO Sarah Olsen, Executive Chairman Manuel Stotz and multiple directors. The text also references filings and dates including March 25, 2025; May 13, 2025; June 30, 2025; and an August 6, 2025 filing reference.