The Nasdaq exchange sent an official warning to TON Strategy for violating listing rules after purchasing Toncoin tokens for $272.7 million. The reason was the raising of funds through a private investment in public equity (PIPE) without the necessary approval from shareholders.
This is reported by Finway
Listing Rule Violations and Deal Details
According to a submitted 8-K report to the U.S. Securities and Exchange Commission, TON Strategy issued shares without obtaining prior shareholder approval, and the placement exceeded the established limit of 20% of the total number of securities in circulation. The funds amounting to $272.7 million were directed towards the acquisition of Toncoin as part of the PIPE deal.
The company, which previously operated under the name Verb Technology, announced in August 2025, together with Kingsway Capital, the raising of $558 million to establish the TON Treasury Strategy Company. Almost half of this amount—48.78%—was invested in Toncoin, which caused the violation of the exchange’s regulations.
Regulator’s Reaction and Company’s Next Steps
Following the incident, TON Strategy underwent a restructuring, appointing Manuel Stotz, former president of the TON Foundation, as the new CEO. Nasdaq emphasized in its conclusion that the company’s actions were not intentional, thus delisting TON Strategy is not considered a necessary measure.
“These actions do not constitute an intentional violation, therefore the delisting of the company’s securities is not seen as a necessary measure,” the exchange stated.
The company will continue to operate as usual and will remain listed on Nasdaq. The incident serves as another example of TON Strategy’s active integration of TON blockchain assets into traditional financial instruments.
TON Strategy’s CEO, Veronika Kapustina, previously noted that the market for digital treasury assets, including Toncoin, shows signs of overheating and potential bubble formation.
It is worth mentioning that TON Strategy Company had earlier approved a $250 million share buyback program.