TON Strategy Co SEC Filings

Verb Technology Company updated its Schedule 13D/A after the issuer completed a subscription agreement that issued 57,425,254 shares of common stock and 1,276,863 pre-funded warrants, bringing the total common shares outstanding to 60,538,922. The filing reports that reporting person James P. Geiskopf beneficially owns 801,616 shares, representing 1.32% of the outstanding common stock. His holdings consist primarily of vested restricted stock units and a small number of shares and options exercisable within 60 days. The amendment states the change in Geiskopf’s percentage results from the change in outstanding shares and notes that he resigned as a director. This Amendment No. 2 is described as the final amendment and an exit filing for the reporting person.

Verb Technology Company, Inc. (VERB) filed an 8-K announcing a new Controlled Equity Offering^SM 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 Technology Company, Inc. (VERB) has filed an automatic shelf registration statement (Form S-3ASR) allowing it to issue up to $1 billion of securities—common or preferred stock, debt, warrants, rights, purchase contracts or units—over time. The filing also includes an “at-the-market” (ATM) program of up to $1 billion in common stock to be sold through Cantor Fitzgerald and Cohen & Company Capital Markets at up to a 3% commission.

Concurrent with the registration, VERB closed a $558 million PIPE on 8 Aug 2025 at $9.51 per share (or prefunded warrants at $9.5099). Net proceeds and future ATM raises are earmarked primarily for a newly adopted TON Treasury Strategy under which Toncoin will become the company’s primary reserve asset. A subsidiary has already agreed to purchase $272.7 million of Toncoin at $1.83 per coin, positioning VERB as a leading holder and expecting staking rewards.

As of 7 Aug 2025, VERB had 60.54 million common shares outstanding and 1.28 million prefunded warrants (exercise $0.0001). The company remains a smaller-reporting, non-accelerated filer listed on Nasdaq under “VERB.” Management warns of significant operating losses, dependence on Toncoin price, regulatory uncertainties around digital assets, and potential dilution from both the ATM and future issuances.

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 (VERB) Q2-25 10-Q highlights

Top-line growth accelerated: Q2 revenue jumped to $2.1 million from just $37 thousand a year ago as the firm pivots from legacy SaaS to four newer units—MARKET.live livestream shopping, newly acquired LyveCom AI video-commerce, Go Fund Yourself crowd-funding, and tele-health sites VanityPrescribed/GoodGirlRX. Six-month revenue reached $3.4 million versus $44 thousand last year.

Total operating costs rose to $5.1 million, yielding a Q2 operating loss of $2.9 million and net loss to common of $2.5 million (-$1.79/share). H1 net loss narrowed 6 % to $5.0 million.

Liquidity remains adequate but trending lower: cash + restricted cash ended at $5.2 million and short-term investments at $5.1 million, or ~$10.3 million total, after a $3.4 million operating cash burn year-to-date. The company raised $5 million via 5,000 Series D preferred shares in April (9 % annual return) and fully redeemed them on 1-Aug-25.

Balance sheet additions include $5.2 million goodwill and $1.1 million intangibles from the April LyveCom acquisition plus a $0.6 million earn-out liability. Capitalized software stands at $2.6 million. Stockholders’ equity improved to $19.3 million (vs. $16.0 million YE-24) on equity issuances; 1.90 million common shares were outstanding at 1-Aug-25.

Management cites TikTok Shop partnerships, the upcoming AI Suite launch and growing issuer demand for Go Fund Yourself. Key risks remain sustained losses, cash burn, share dilution, regulatory uncertainty around digital assets and execution of new business lines.

Rory J. Cutaia, Founder & CEO of Verb Technology (VERB), filed Amendment No. 5 to his Schedule 13D.

Ownership snapshot

• Beneficially owns 889,065 common shares, equal to 28.5 % of the 3,113,616 shares outstanding as of 5 Aug 2025.
• Holds sole voting and dispositive power over all reported shares; no shared power.

Composition of holdings

• Includes 400,000 + 160,000 + 80,000 + 60,000 + 60,000 fully-vested RSUs granted in 2025 under a 31 Oct 2024 Corporate Action, Change-of-Control & Extraordinary Performance Agreement.
• Also includes 126,855 vested RSUs, 907 common shares, and 1,303 option shares exercisable within 60 days.

Future dilution triggers

• The Agreement provides for 40,000–80,000 additional RSUs per quarter through 31 Dec 2025 upon achieving revenue milestones.

Other notable items

• Past option exercises and debt/compensation conversions reduced company liabilities while increasing insider ownership.
• Cutaia states he has no current plans for corporate actions but reserves the right to act later.

Lead director James P. Geiskopf filed Amendment No. 1 to Schedule 13D on 08/05/2025 reporting beneficial ownership of 801,616 VERB common shares, equal to 25.7 % of the 3,113,616 shares outstanding. All voting and dispositive power is held solely by the director.

Highlights of the filing:

• Ownership is comprised primarily of fully-vested equity awards issued between 2019-2025, including 400,000 RSUs tied to a four-year non-compete agreement, 160,000 RSUs, 80,000 RSUs, two blocks of 60,000 RSUs and 40,589 RSUs, plus 858 options exercisable within 60 days.
• Corporate Action, Change-of-Control & Extraordinary Performance Agreement (10/31/2024) permits quarterly issuances of 40,000-80,000 additional RSUs through 12/31/2025 upon meeting revenue milestones.
• No transactions in the issuer’s stock were executed within the last 60 days.
• The reporting person states no present plan to pursue mergers, asset sales, recapitalisations or other actions listed in Item 4, but reserves the right to do so.

The disclosure signals significant insider concentration and outlines potential future dilution from milestone-based RSU grants.