Nasdaq reprimands TON strategy for $272 million Toncoin purchase

Nasdaq reprimanded TONNE Strategy Company for violating shareholder approval requirements in connection with its Acquisition of Toncoin for $272 million and related private placement financing.

The company will remain publicly traded after regulators determined the violations were inadvertent rather than deliberate attempts to circumvent compliance rules.

TON Strategy received the official letter of reprimand on October 28, following an investigation into its August 2025 deal structure.

The company avoided delisting after Nasdaq staff concluded it had inadvertently violated listing rules during a $558 million in private investment which funded its move to blockchain treasury management.

Two violations related to the purchase of Toncoin

The reprimand concerns two separate failures to comply with the Nasdaq List. Rules 5635(a) And 5635b).

The first violation stems from the company’s Aug. 7 private placement, which raised capital through the sale of approximately 58.7 million shares and pre-funded warrants at $9.51 per unit.

Nasdaq determined that this transaction resulted in a change of control after the executive chairman, through Kingsway Capital Limited Partners, acquired an approximately 19.99% stake in conjunction with a major management restructuring.

The second violation related to the Toncoin purchase contract worth $272.7 million signed by a subsidiary of the company on July 31.

Since 48.78% of the private placement proceeds financed the acquisition of digital assets, representing a multiple of the company’s pre-funding share count, Nasdaq ruled that prior shareholder approval was required under Rule 5635(a).

The company relied on external advisors who believed that the transaction complied with current regulations.

Nasdaq noted in its letter that the closing of the Toncoin purchase was contingent on the completion of the private placement.

The substantial proportion of funding going toward digital assets has triggered a requirement for the company to obtain shareholder consent before issuing shares representing 20% ​​or more of outstanding shares or voting rights in asset acquisitions.

Company accepts sanctions and commits to future compliance

Nasdaq determined that TON Strategy had no grounds for noncompliance and appeared to have inadvertently violated the rules, based on discussions between company staff and management.

The regulator weighed these factors against the company’s commitment to working with the exchange on future compliance matters before issuing the reprimand rather than continuing with the delisting process.

Following disclosure of the reprimand via a Form 8-K filed on October 29, no further action is required by the company.

TON Strategy has accepted the staff determination and considers the matter closed, with its shares continuing to trade on Nasdaq under the symbol TONX.

Strategic change reflects broader institutional trend

The company, formerly known as Verb Technology, was renamed TON Strategy following the August transaction that positioned it as the first publicly traded U.S. company to adopt Toncoin as its core treasury asset.

At the time of the announcement, shares surged 193.38% on investor enthusiasm over the blockchain integration strategy, even as Toncoin itself fell 3.3%.

The company planned to keep 77% of the capital raised in liquid assets while aiming to acquire up to 5% of Toncoin’s outstanding market capitalization.

The strategy involves generating yield through the TON Network’s staking mechanisms, with the Company expecting positive cash flow returns over time.

This approach resembles SOL Strategies’ institutional validation framework on Solana, which raised $500 million via convertible notes and accumulated over $260,000. GROUNDwith around 60% staked for returns ranging from 6% to 8%.

The digital asset treasury model has gained momentum across multiple networks beyond Bitcoin-centric strategies.

Fundstrat’s Tom Lee’s company, BitMine Immersion Technologies, recently accumulated 379,271 ETH, worth approximately $1.5 billion, across three major purchases, becoming the largest Ether treasury holder with over 3 million. ETH.

The company seeks to eventually control 5% of all Ether in circulation, having begun its accumulation in early July as prices approached $2,500.

TON Strategy has anchored its holdings in The Open Network’s native token, benefiting from deep integration with Telegram, which has designated TON as its exclusive blockchain partner for advertising, mini-apps and tokenized assets.

The post Nasdaq Reprimands TON Strategy for $272 Million Toncoin Buy appeared first on Cryptonews.

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