Nasdaq Warns TON Strategy Over $272M Toncoin Deal for Missing Shareholder Approval

• Nasdaq reprimands TON Strategy for not securing shareholder approval in its $272.7M Toncoin purchase
• The purchase was part of a $558M PIPE financing deal launched in August
• 48.78% of PIPE funds were used to acquire Toncoin without prior approval
• TON Strategy previously operated as Verb Technology Company
• Nasdaq ruled the violations were unintentional, with no delisting action required
• Leadership changes included new executive chairman Manuel Stotz, ex-president of TON Foundation
• CEO Veronika Kapustina recently warned of a digital asset treasury bubble

TON Strategy, a publicly listed company focused on accumulating Toncoin (TON) — the native token linked to Telegram’s blockchain ecosystem — has come under scrutiny from Nasdaq for compliance violations tied to its recent financing and token purchase activities.

In a formal letter of reprimand, Nasdaq cited TON Strategy’s failure to obtain shareholder approval for a significant stock issuance under its Private Investment in Public Equity (PIPE) financing structure. The issue stemmed from the company’s $272.7 million Toncoin purchase, which was part of a larger $558 million PIPE financing deal initiated in August 2025.

According to Nasdaq’s filing with the U.S. Securities and Exchange Commission (SEC), the company exceeded the regulatory threshold that requires shareholder approval. Specifically, 48.78% of the PIPE funds were used to acquire Toncoin — surpassing the 20% stock issuance limit that triggers a mandatory shareholder vote under Nasdaq rules.

The PIPE financing was originally announced by TON Strategy’s predecessor, Verb Technology Company, on August 4, as part of its rebranding and restructuring effort to form a publicly listed TON Treasury Strategy Company in partnership with Kingsway Capital. The deal officially closed on August 7, accompanied by the issuance of common stock and pre-funded warrants under a subscription agreement.

Nasdaq’s report also highlighted key leadership changes, including the appointment of Manuel Stotz, former TON Foundation president, as executive chairman. This move was seen as part of TON Strategy’s effort to align more closely with the broader TON ecosystem, which continues to expand its blockchain initiatives tied to Telegram’s infrastructure.

Despite the procedural violations, Nasdaq stated that TON Strategy’s failure to secure shareholder approval was not deliberate. In its statement, the exchange said:

“Those failures did not appear to have been the result of a deliberate intent to avoid compliance. As such, the staff believes that delisting the company’s securities is not an appropriate sanction.”

Nasdaq concluded that no further enforcement action would be taken, signaling relief for investors concerned about potential trading suspensions or delisting risks.

Industry Context and Market Reaction

The reprimand comes at a time when digital asset treasuries are gaining traction among public companies seeking exposure to crypto through structured financial vehicles. However, concerns about transparency and compliance have also grown, particularly as regulatory scrutiny over digital assets intensifies.

TON Strategy CEO Veronika Kapustina recently remarked that the surge in digital asset treasury formations this year may signal the beginning of a bubble in the sector. Her warning, issued in early October, reflects growing caution among executives as large-scale crypto purchases by public companies become more common.

While TON Strategy’s Toncoin accumulation strategy aligns with broader trends in crypto treasury management, the Nasdaq warning serves as a reminder that traditional corporate governance rules still apply — even in the rapidly evolving world of blockchain finance.

Final Thought

Nasdaq’s reprimand of TON Strategy over its $272 million Toncoin acquisition underscores the fine line between innovation and regulation. Although the company avoided delisting, the case highlights how traditional compliance frameworks are catching up to the fast-moving world of crypto-backed corporate strategies. As more firms integrate blockchain assets into their balance sheets, ensuring regulatory transparency will be crucial to maintaining market trust.