TON Strategy, a publicly traded company that accumulates Telegram-linked Toncoin tokens and formerly operated as Verb Technology Company, has been reprimanded by Nasdaq for rules violations related to its Toncoin purchases.
Nasdaq has Issued TON Strategy Letter of Reprimand in Regard to the $272.7 Million Purchase of Toncoin and Related Private Investment in Public Equity (PIPE) Financing.
According to Nasdaq, TON Strategy failed to obtain shareholder approval for the issuance of shares under PIPE financing to purchase Toncoin (TON), Nasdaq said in an 8-K filing with the U.S. Securities and Exchange Commission on Wednesday.
Nasdaq has highlighted that shareholder approval is required when an issuance of common stock represents at least 20% of the company’s total outstanding shares.
49% of PIPE funding has been used
VIRB Technology Company Announce $558 million PIPE financing on August 4 to establish publicly listed TON Treasure Strategy Company in partnership with Kingsway Capital.
The PIPE financing closed on August 7, following the issuance of previously funded common stock and warrants pursuant to the subscription agreement dated August 3. Because 48.78% of the PIPE proceeds were used to fund the purchase of Toncoin, shareholder approval was required but was not obtained, the filing said.
It also stated that on the closing date, TON Strategy had also completed a significant restructuring, including the appointment of a new CEO Manuel Stutz, former Chairman of the TON Foundation.
While highlighting compliance failures, Nasdaq concluded that the TON Strategy rule violations were unintentional and not an attempt to avoid compliance.
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“These failures do not appear to be the result of a deliberate intent to avoid compliance, and as such, employees believe delisting of the company’s securities is not an appropriate sanction,” Nasdaq said, adding that no further action was required.
The news came weeks after TON Strategy CEO Veronika Kapustina said that digital asset treasuries – many of which were launched this year – were starting to show signs of a bubble as of early October 2025.
magazine: Bitcoin May Drop 70% Ahead of $1 Million, MEXC’s ‘White Whale’ Apology: Hodler’s Digest, October 26-November 1
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