Nasdaq has issued a formal reprimand to TON Strategy Company for violating shareholder approval rules related to its $272 million acquisition of Toncoin. The company will remain listed on the exchange, as regulators determined the violations were unintentional and not a deliberate attempt to sidestep compliance.

The Letter of Reprimand followed an investigation into the transaction, which was funded by a $558 million private investment intended to support the firm’s pivot into blockchain treasury management. Nasdaq staff concluded that TON Strategy had inadvertently breached listing rules but chose not to pursue delisting.

Details of the Nasdaq Violations

The reprimand cited two separate compliance failures under Nasdaq Listing Rules 5635(a) and 5635(b). The first issue stemmed from an August 7 private placement, where the company sold approximately 58.7 million shares and warrants. Nasdaq ruled this event resulted in a change of control without the required shareholder approval, as the Executive Chairman acquired nearly 20% ownership through an affiliated entity.

The second violation was directly linked to the $272.7 million Toncoin purchase on July 31. Because nearly half the proceeds from the private placement were used to fund this digital asset acquisition, it triggered Rule 5635(a), which mandates prior shareholder consent for transactions involving the issuance of stock equal to 20% or more of a company’s outstanding shares. The company stated it had relied on outside advisors who believed the transaction was compliant.

Company Commits to Future Compliance

In its decision, Nasdaq noted that TON Strategy had no prior history of non-compliance and had cooperated fully with the investigation. These factors, combined with the company’s commitment to work with the exchange on future matters, led the regulator to issue a reprimand instead of initiating delisting proceedings.

TON Strategy disclosed the reprimand in a Form 8-K filing on October 29 and considers the matter closed. The company’s shares continue to trade on Nasdaq under the ticker TONX.

A Growing Trend in Corporate Treasuries

The company, formerly known as Verb Technology, rebranded to TON Strategy after the August transaction. The move positioned it as the first publicly traded U.S. firm to adopt Toncoin as a primary treasury asset, causing its shares to surge over 193% at the time of the announcement.

This strategy is part of a broader institutional trend of incorporating digital assets into corporate treasuries. Other companies are pursuing similar models, such as SOL Strategies, which has raised $500 million to accumulate and stake Solana (SOL). Likewise, BitMine Immersion Technologies has become a major Ether holder, acquiring over 379,000 ETH as it aims to control a significant portion of the token’s circulating supply.

The Nasdaq exchange has issued a formal warning to TON Strategy after the company acquired $272.7 million worth of Toncoin (TON) tokens. The notice cites a violation of exchange listing rules related to the company’s failure to secure shareholder approval for a key fundraising transaction.

Details of the Violation

According to an 8-K filing with the U.S. Securities and Exchange Commission (SEC), the issue stems from a private investment in public equity (PIPE) deal. Nasdaq determined that TON Strategy issued shares exceeding the 20% threshold of its total outstanding securities, an action that requires shareholder consent.

The transactions occurred after the company, formerly known as Verb Technology, announced plans in August 2025 to raise $558 million alongside Kingsway Capital for its new TON Treasury Strategy. Nearly half of these funds were then used for the massive Toncoin purchase, triggering the violation. During this period, TON Strategy also underwent a significant restructuring, appointing former TON Foundation president Manuel Stotz as its executive chairman.

Nasdaq’s Response and Company Outlook

Despite the breach, Nasdaq clarified that it did not believe the actions were a deliberate attempt to bypass exchange rules. In its statement, the exchange noted that delisting the company’s securities was not considered necessary, allowing TON Strategy to continue its operations without interruption.

The firm remains focused on its mission to integrate TON blockchain assets into traditional financial markets, a strategy viewed as a novel approach to connecting crypto with public equities. Earlier, CEO Veronika Kapustina had commented on the digital asset market, warning that it was showing signs of overheating and a potential bubble. In a move signaling confidence in its long-term vision, TON Strategy previously approved a $250 million share buyback program.