Nasdaq has reprimanded TON Strategy for its $272.7 million Toncoin purchase and PIPE deal, citing missed shareholder approval rules.
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TON Strategy, a publicly traded company that accumulates Telegram-linked Toncoin tokens and previously operated as Verb Technology Company, has been reprimanded by Nasdaq over rule violations related to its Toncoin purchases.
Nasdaq has TON Strategy a letter of reprimand in connection with its $272.7 million Toncoin purchase and associated private investment in public equity (PIPE) financing.
According to Nasdaq, TON Strategy failed to obtain shareholder approval for stock issuance under the PIPE financing to purchase Toncoin (), Nasdaq stated in an 8-K filing with the US Securities and Exchange Commission on Wednesday.
Nasdaq highlighted that shareholder approval is required when the issuance of common stock represents at least 20% of the company’s total shares outstanding.
Verb Technology Company a $558 million PIPE financing on Aug. 4 to establish a publicly listed TON Treasury Strategy Company in partnership with Kingsway Capital.
The PIPE financing closed on Aug. 7, following issuance of common stock and pre-funded warrants under a subscription agreement dated Aug. 3. Because 48.78% of the PIPE proceeds were used to fund the Toncoin purchase, shareholder approval was required but not obtained, the filing said.
It also mentioned that on the closing date, TON Strategy also completed significant restructuring, including the appointment of new executive chairman Manuel Stotz, a .
While highlighting compliance failures, Nasdaq concluded that TON Strategy’s rule violations were unintentional and not an attempt to avoid compliance.
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“Those failures did not appear to have been the result of a deliberate intent to avoid compliance, and that, as such, the staff believes that delisting the company’s securities is not an appropriate sanction,” Nasdaq said, adding that there is no further action required.
The news came weeks after TON Strategy CEO Veronika Kapustina said digital asset treasuries — — were as of early October 2025.
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