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TON Strategy, a publicly traded company that accumulates Toncoin tokens linked to Telegram and previously operated as Verb Technology Company, has been reprimanded by Nasdaq for rule violations related to its Toncoin purchases.
Nasdaq has issued TON Strategy a letter of reprimand in connection with its $272.7 million purchase of Toncoin and the associated private investment in public equity financing (PIPE).
According to the Nasdaq, TON Strategy failed to obtain shareholder approval for the issuance of shares under the PIPE financing to purchase Toncoin (TON), Nasdaq said in an 8-K filing with the U.S. Securities and Exchange Commission on Wednesday.
Nasdaq highlighted that shareholder approval is required when the issuance of ordinary shares represents at least 20% of the company’s total shares.
49% of PIPE funding used
Verb Technology Company announced a $558 million PIPE financing on August 4 to establish a publicly listed TON Treasury Strategy Company in partnership with Kingsway Capital.
The PIPE financing closed on August 7th, following the issuance of common shares and pre-financed shares under a subscription agreement dated August 3rd. Because 48.78% of the PIPE proceeds were used to finance the acquisition of Toncoin, shareholder approval was required but not obtained, the filing said.
He also mentioned that as of the closing date, TON Strategy has also completed a significant restructuring, including the appointment of new executive chairman Manuel Stotz, a former president of the TON Foundation.
While highlighting the compliance failures, Nasdaq concluded that TON Strategy’s 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 intention to avoid compliance, and as such, the staff believes that the delisting of the company’s securities is not an appropriate sanction,” Nasdaq said, adding that no further action is required.
The news comes weeks after TON Strategy CEO Veronika Kapustina said that digital asset treasurers – many of which have launched this year – were it’s starting to show signs of a bubble from the beginning of October 2025.
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