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Posted On: 10/29/2025 1:12:57 PM
Post# of 33188
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 28, 2025, TON Strategy Company (the “Company”) received a Letter of Reprimand (the “Reprimand Letter”) from the staff at the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) in connection with the Staff’s determination that the Company had violated Nasdaq’s shareholder approval requirements set forth in Nasdaq Listing Rules 5635(a) and 5635(b) (the “Rules”). The Reprimand Letter stated that while the Staff determined that there were failures to comply with the Rules, those failures did not appear to have been the result of a deliberate intent to avoid compliance, and as such, the Staff believes that a Reprimand Letter, as opposed to delisting the Company’s securities, is appropriate. The Company’s shares will continue to be listed on Nasdaq and the issuance of the Reprimand Letter closes these matters.
The Reprimand Letter reiterated the basis for the determination set forth in the Initial Letter, and noted that the Staff had also determined that the Company failed to comply with Nasdaq Listing Rule 5635(a) in connection with the purchase agreement, dated July 31, 2025, entered into by a subsidiary of the Company to purchase Toncoin in the aggregate amount of approximately $272.7 million. The Reprimand Letter noted that the closing of the purchase was contingent upon the closing of the PIPE Financing, and stated that because the pro rata portion of the PIPE Financing used to purchase Toncoin was approximately 48.78% of the aggregate amount of the PIPE Financing, representing multiples of the pre-PIPE Financing total shares outstanding, the Company was required to obtain shareholder approval under Nasdaq Listing Rule 5635(a), which requires prior shareholder approval in connection with the acquisition of the assets if the issuance of common stock will represent 20% or more of the number of shares of common stock or voting power outstanding before the issuance.
As stated above, the Reprimand Letter stated that while the Staff determined that there were failures to comply with the Rules, 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 Reprimand Letter states that the Staff further considered, among other things, the fact that the Company has not demonstrated a pattern of non-compliance, and that based on discussion with the Company, the Staff believes the Company inadvertently violated the Rules. The Reprimand Letter also noted that the Company has committed to work with Nasdaq in the future to ensure compliance with Nasdaq Listing Rules. Accordingly, Staff believes it is appropriate to close these matters by issuing the Letter of Reprimand in accordance with Listing Rule 5810(c)(4). Following disclosure via this Current Report on Form 8-K, there is no further action required from the Company with regard to this matter. The Company accepts the Staff’s determination and considers the matter closed.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 28, 2025, TON Strategy Company (the “Company”) received a Letter of Reprimand (the “Reprimand Letter”) from the staff at the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) in connection with the Staff’s determination that the Company had violated Nasdaq’s shareholder approval requirements set forth in Nasdaq Listing Rules 5635(a) and 5635(b) (the “Rules”). The Reprimand Letter stated that while the Staff determined that there were failures to comply with the Rules, those failures did not appear to have been the result of a deliberate intent to avoid compliance, and as such, the Staff believes that a Reprimand Letter, as opposed to delisting the Company’s securities, is appropriate. The Company’s shares will continue to be listed on Nasdaq and the issuance of the Reprimand Letter closes these matters.
The Reprimand Letter reiterated the basis for the determination set forth in the Initial Letter, and noted that the Staff had also determined that the Company failed to comply with Nasdaq Listing Rule 5635(a) in connection with the purchase agreement, dated July 31, 2025, entered into by a subsidiary of the Company to purchase Toncoin in the aggregate amount of approximately $272.7 million. The Reprimand Letter noted that the closing of the purchase was contingent upon the closing of the PIPE Financing, and stated that because the pro rata portion of the PIPE Financing used to purchase Toncoin was approximately 48.78% of the aggregate amount of the PIPE Financing, representing multiples of the pre-PIPE Financing total shares outstanding, the Company was required to obtain shareholder approval under Nasdaq Listing Rule 5635(a), which requires prior shareholder approval in connection with the acquisition of the assets if the issuance of common stock will represent 20% or more of the number of shares of common stock or voting power outstanding before the issuance.
As stated above, the Reprimand Letter stated that while the Staff determined that there were failures to comply with the Rules, 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 Reprimand Letter states that the Staff further considered, among other things, the fact that the Company has not demonstrated a pattern of non-compliance, and that based on discussion with the Company, the Staff believes the Company inadvertently violated the Rules. The Reprimand Letter also noted that the Company has committed to work with Nasdaq in the future to ensure compliance with Nasdaq Listing Rules. Accordingly, Staff believes it is appropriate to close these matters by issuing the Letter of Reprimand in accordance with Listing Rule 5810(c)(4). Following disclosure via this Current Report on Form 8-K, there is no further action required from the Company with regard to this matter. The Company accepts the Staff’s determination and considers the matter closed.
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