TON Strategy Flagged by Nasdaq for Failing to Secure Shareholder Approval

TON Strategy, a publicly listed company known for accumulating Toncoin tied to the Telegram ecosystem, has received a formal reprimand from Nasdaq for breaking listing rules related to its large-scale crypto purchase and financing structure.

In a recent filing with the U.S. Securities and Exchange Commission (SEC), Nasdaq said the firm – formerly known as Verb Technology Company – failed to obtain shareholder approval for a private investment in public equity (PIPE) deal used to fund a $272.7 million Toncoin acquisition. The transaction, completed in August, involved issuing new shares and pre-funded warrants that exceeded the exchange’s threshold for automatic approval.

Nasdaq’s rules require shareholder consent when new stock issuance equals or surpasses 20% of the company’s outstanding shares. TON Strategy’s deal, which allocated nearly 49% of PIPE proceeds toward the Toncoin purchase, fell well above that limit.

The exchange also noted that the breach appeared to be an unintentional oversight rather than an attempt to evade compliance. Nasdaq staff determined that no delisting or further enforcement action would be taken.

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The financing and restructuring effort, finalized on August 7, marked TON Strategy’s transformation into a digital asset treasury company, led by Manuel Stotz, a former president of the TON Foundation, as its new executive chairman.

The reprimand arrives just weeks after CEO Veronika Kapustina warned of a potential “bubble” forming among recently launched digital asset treasury firms – including those modeled after TON Strategy’s own structure.

Despite the compliance setback, Nasdaq’s decision to close the case without sanctions allows the company to continue its operations – though it faces renewed scrutiny over how traditional market rules intersect with onchain treasury management.