Nasdaq Warns TON Strategy Over $272M Toncoin Violation

• TON Strategy unintentionally violated shareholder approval rules during a $558 million PIPE financing in August 2025.
• Despite the violation, Nasdaq confirmed that the company will not be delisted.

Nasdaq has reprimanded TON Strategy, previously known as Verb Technology Company, for failing to meet shareholder approval requirements during a $558 million private investment in public equity (PIPE) financing. The breach involved the issuance of stock exceeding 20% of the company’s outstanding shares, tied to a $272.7 million Toncoin purchase, as outlined by statements from TradingView and Stock Titan.

Announced on August 4, 2025, and closed on August 7, 2025, the PIPE financing was central to TON Strategy’s restructuring efforts. This included rebranding from Verb Technology Company and transitioning to Toncoin as its primary reserve asset. Under Nasdaq rules, shareholder approval is required for stock issuances surpassing 20% of the company’s outstanding shares, leading to the compliance misstep.

According to Nasdaq’s findings, 48.78% of the PIPE financing proceeds were allocated to the Toncoin purchase. While TON Strategy violated critical shareholder approval rules, Nasdaq clarified in a letter dated October 28, 2025, that the breach was unintentional and not a deliberate attempt to circumvent compliance measures. The company has therefore avoided delisting from the exchange.

This reprimand underscores the importance of adhering to regulatory guidelines, particularly in financing structures involving stock issuance. Nasdaq’s rules aim to protect shareholder interests, requiring strict approval processes before making significant changes to the share base. TON Strategy’s case illustrates how even unintended violations can result in repercussions.

As of November 3, 2025, 15:08 UTC, Toncoin (TON) is trading at $2.168, with a 4.87% decrease in 24-hour trading volume, according to Market Survey data.