Nasdaq has issued a compliance warning to TON Strategy after the publicly listed company acquired Toncoin (TON) worth approximately $272.7 million through a private investment in public equity (PIPE) deal — without securing prior shareholder approval.
According to an 8-K filing submitted to the U.S. Securities and Exchange Commission (SEC), the exchange determined that the company violated listing rules by issuing more than 20% of its outstanding shares without a shareholder vote, which is required for transactions of this scale.
TON Strategy — formerly known as Verb Technology — raised a total of $558 million in August 2025 in partnership with Kingsway Capital. Nearly half of the funds, 48.78%, were allocated to acquiring Toncoin as part of the newly formed TON Treasury Strategy Company. The acquisition was accompanied by a corporate restructuring, including the appointment of former TON Foundation president Manuel Stotz as executive chairman.
Despite the breach, Nasdaq emphasized that the violation appeared to be unintentional.
As a result, the company will not face delisting, and its securities will continue trading as usual.
The notice represents the latest development in TON Strategy’s ongoing efforts to integrate The Open Network’s ecosystem into traditional financial instruments. The company has been positioning Toncoin as a component of institutional treasury management strategies.
Earlier, TON Strategy CEO Veronika Kapustina said that the market for digital treasury assets — including Toncoin — has shown signs of overheating, suggesting growing speculative pressure.
