Nasdaq has issued a formal reprimand to TON Strategy after the company failed to seek shareholder approval for a $272.7 million Toncoin purchase and a related private investment in public equity (PIPE) deal. The exchange cited violations of listing rules that require shareholder consent when a company issues shares exceeding a specific ownership threshold.

Background on the Controversy

TON Strategy, formerly known as Verb Technology Company, has positioned itself as a publicly traded firm focused on building a treasury of Toncoin, the cryptocurrency linked to the Telegram ecosystem. The company recently undertook a major restructuring and rebranding effort to align its business model with the growing interest in blockchain-based digital assets.

However, Nasdaq flagged concerns in an 8-K filing with the U.S. Securities and Exchange Commission, stating that TON Strategy did not secure shareholder approval for the issuance of common stock connected to its PIPE financing. The financing, amounting to $558 million, was originally announced on August 4 and completed three days later. Nearly half of the funds — about 48.78% — were used to acquire Toncoin.

Violation of Shareholder Approval Rules
According to Nasdaq’s regulations, companies listed on the exchange must obtain shareholder approval when they issue stock representing 20% or more of their total shares outstanding. TON Strategy’s financing clearly crossed this threshold, but the company moved forward without seeking the necessary vote.

The reprimand letter noted that the oversight occurred during the execution of the PIPE transaction and the purchase of Toncoin tokens. Despite the procedural breach, Nasdaq emphasized that the violations appeared to be unintentional. The exchange found no evidence suggesting that TON Strategy deliberately tried to bypass compliance requirements.

Nasdaq’s Final Decision and Implications
In its assessment, Nasdaq concluded that while TON Strategy had failed to follow proper procedures, delisting the company’s securities was not justified. “Those failures did not appear to have been the result of a deliberate intent to avoid compliance, and that, as such, the staff believes that delisting the company’s securities is not an appropriate sanction,” the exchange stated.

This outcome means TON Strategy will not face additional penalties beyond the reprimand. However, the warning serves as a reminder to companies navigating the intersection of digital assets and public markets that compliance with exchange regulations remains essential, even when operating in an emerging and rapidly changing industry.

Restructuring and Leadership Changes
Alongside the Toncoin purchase, TON Strategy completed a series of internal changes. On the closing date of the PIPE deal, the company appointed Manuel Stotz, a former president of the TON Foundation, as its new executive chairman. The restructuring aimed to strengthen the company’s leadership team and align its strategy more closely with the TON ecosystem.

The involvement of Kingsway Capital, a global investment firm, further positioned TON Strategy as a central player in efforts to bridge traditional finance with blockchain-based treasury management. Yet, the Nasdaq reprimand has cast a shadow over what was meant to be a landmark step for the company’s transformation.

Industry Context and Market Reaction
The reprimand comes amid growing scrutiny of digital asset treasury companies that have emerged throughout 2025. TON Strategy’s CEO, Veronika Kapustina, recently warned that several of these ventures were showing signs of overvaluation, hinting that a speculative bubble could be forming.

Her comments reflect broader concerns in the market, as institutional investors and publicly listed firms increasingly explore cryptocurrency holdings to diversify their balance sheets. Toncoin, which currently trades around $2.16, has seen heightened volatility this year due to its association with Telegram’s expanding blockchain initiatives.

For TON Strategy, the Nasdaq warning serves both as a cautionary note and a chance to reinforce governance standards. While the company avoided harsher consequences, it will likely face greater scrutiny in future filings and investor relations. The episode underscores how traditional market oversight continues to adapt to the new dynamics of digital asset investment.

Looking Ahead
As TON Strategy works to rebuild investor confidence, it will need to demonstrate stronger adherence to compliance protocols while advancing its Toncoin-focused strategy. Nasdaq’s decision not to pursue delisting offers the company a reprieve, but it also sets clear expectations for transparency and regulatory diligence going forward.

The incident marks one of the first major regulatory warnings involving a publicly traded firm tied closely to Toncoin. It highlights the growing tension between the fast-moving crypto landscape and the established frameworks of public market governance. Whether TON Strategy can turn this setback into a learning moment will likely determine its credibility with both investors and regulators in the months ahead.