The Nasdaq exchange has issued a warning letter to TON Strategy, citing a violation of listing rules following the company’s $272.7 million purchase of Toncoin (TON) tokens.
The breach involves the failure to secure shareholder approval when raising funds through a private investment in public equity (PIPE) transaction.
Why Nasdaq Stepped In
According to an 8-K filing with the U.S. Securities and Exchange Commission (SEC), Nasdaq found that TON Strategy issued shares without shareholder consent, exceeding the 20% threshold of its total outstanding securities allowed without such approval.
In August 2025, the company—formerly known as Verb Technology—announced plans to raise $558 million with Kingsway Capital to launch the TON Treasury Strategy Company. Nearly half of these funds (48.78%) were used to acquire Toncoin, leading to the violation.
At the same time, TON Strategy underwent a major restructuring, appointing Manuel Stotz, former TON Foundation president, as executive chairman.
Nasdaq’s View and Market Implication
Nasdaq emphasized that the breach was unintentional and did not aim to circumvent exchange rules.
“These actions do not constitute a deliberate violation, and therefore delisting the company’s securities is not considered necessary,” the exchange stated.
Despite the warning, TON Strategy will continue normal operations. The firm remains focused on integrating TON blockchain assets into traditional finance, an approach seen as pioneering in bridging crypto with equity markets.
Earlier, CEO Veronika Kapustina warned that the digital treasury asset market, including Toncoin, was showing signs of overheating and a potential bubble.
Previously, TON Strategy approved a $250 million share buyback program, further signaling its confidence in the company’s long-term direction.
Source: https://coinpaper.com/12079/nasdaq-warns-ton-strategy-after-272-million-toncoin-purchase
