Key Takeaways:
- Toncoin Strategy violated Nasdaq rules by not securing shareholder approval for a $272M Toncoin purchase.
- Nearly 49% of PIPE financing funded Toncoin, triggering mandatory approval requirements.
- Nasdaq ruled the violations unintentional; no delisting action required.
- Signals increased scrutiny on digital asset treasury strategies in public companies.
Nasdaq has formally reprimanded TON Strategy for its $272.7 million purchase of Toncoin, citing breaches of shareholder approval requirements. The warning, disclosed in an 8-K filing with the US Securities and Exchange Commission, follows the company’s private investment in public equity (PIPE) financing. Nasdaq emphasized that issuing common stock representing at least 20% of total shares requires shareholder approval—a step TON Strategy did not take.
Toncoin Acquisition Drives PIPE Financing Strategy
TON Strategy, formerly known as Verb Technology Company, announced a $558 million PIPE financing on August 4 to create a publicly listed TON Treasury Strategy Company in partnership with Kingsway Capital. Of the total PIPE proceeds, nearly 49% funded the Toncoin purchase, exceeding Nasdaq’s threshold for mandatory shareholder consent. The financing closed just three days later, on August 7, under a subscription agreement dated August 3, including the issuance of common stock and pre-funded warrants.
Also Read: Toncoin (TON) Price Prediction June 2025: Will Bulls Break Past $3.30 Resistance?
Corporate Restructuring Amid Compliance Oversight
Alongside the Toncoin acquisition, TON Strategy completed a significant corporate restructuring. Manuel Stotz, former president of the TON Foundation, was appointed executive chairman, signaling a strategic pivot for the company’s digital asset initiatives. Nasdaq acknowledged the company’s compliance lapses but stressed that these were unintentional, concluding that delisting the company’s securities was unnecessary.
Implications for Digital Asset Treasuries
This reprimand underscores the growing regulatory scrutiny on publicly traded companies accumulating digital assets. TON Strategy CEO Veronika Kapustina recently warned that digital asset treasuries, several of which launched in 2025, are showing early signs of a potential bubble. Investors and companies in the sector are now navigating an increasingly complex regulatory landscape, balancing aggressive digital asset acquisitions with shareholder transparency and compliance obligations.
TON Strategy’s reprimand from Nasdaq highlights the critical importance of adhering to corporate governance rules when deploying significant capital into digital assets. While the company avoids harsher penalties, its experience serves as a cautionary tale for other firms pursuing aggressive cryptocurrency strategies. Clear compliance and shareholder approval processes remain essential to avoid regulatory scrutiny in the rapidly evolving crypto market.
