Nasdaq has formally reprimanded TON Strategy, the publicly listed company accumulating Telegram-linked Toncoin (TON), for failing to secure shareholder approval tied to a major financing deal and token purchase.
The reprimand relates to TON Strategy’s $272.7 million Toncoin acquisition and its associated private investment in public equity (PIPE) transaction, according to an 8-K filing submitted to the U.S. Securities and Exchange Commission (SEC) on Wednesday.
Nasdaq said the company did not obtain the required shareholder approval before issuing new shares under the PIPE financing, which it used to purchase Toncoin at $2.08 per token.
Under Nasdaq rules, listed companies must seek shareholder approval when the issuance of new stock equals or exceeds 20% of total shares outstanding — a threshold TON Strategy surpassed.
Nearly half of PIPE proceeds went toward Toncoin purchase
Formerly known as Verb Technology Company, TON Strategy announced a $558 million PIPE financing on August 4 to fund its transformation into a publicly listed Toncoin treasury company in partnership with Kingsway Capital.
The deal closed on August 7, following the issuance of common stock and pre-funded warrants under a subscription agreement signed four days earlier.
Regulatory filings show that 48.78% of the PIPE proceeds nearly half were directed toward the Toncoin purchase, triggering the shareholder approval requirement that the company overlooked.
The filing also confirmed that on the closing date, TON Strategy underwent a significant restructuring, including the appointment of Manuel Stotz, former president of the TON Foundation, as its new executive chairman.
Nasdaq finds no deliberate misconduct
Despite the breach, Nasdaq said it found no evidence of intentional non-compliance, emphasizing that delisting TON Strategy’s securities would be inappropriate.
Those failures did not appear to have been the result of a deliberate intent to avoid compliance,” the exchange said in its statement. “As such, the staff believes that delisting the company’s securities is not an appropriate sanction.
The reprimand concludes Nasdaq’s review, with no further enforcement action expected.
The ruling comes weeks after TON Strategy CEO Veronika Kapustina warned that digital asset treasury vehicles many of which launched in 2025 were showing signs of a “developing bubble” amid rapid inflows and aggressive token acquisitions.