AlphaTON Capital Corp Files 6-K Report

TL;DR

AlphaTON Capital Corp (fka Portage Biotech) filed a routine 6-K, confirming 20-F annual report filing. No new info.

AI Summary

AlphaTON Capital Corp, formerly Portage Biotech Inc., filed a Form 6-K on September 23, 2025, reporting for the month of September 2025. The company, based in Tortola, British Virgin Islands, is a foreign private issuer and will file its annual reports under Form 20-F. The filing does not contain specific financial figures or operational updates beyond its classification and reporting status.

Why It Matters

This filing indicates AlphaTON Capital Corp's compliance with SEC reporting requirements as a foreign private issuer, which is a standard procedural update for investors tracking the company.

Risk Assessment

Risk Level: low — This is a routine procedural filing by a foreign private issuer and does not contain new material financial or operational information.

Key Players & Entities

• AlphaTON Capital Corp (company) — Filer
• Portage Biotech Inc. (company) — Former company name
• 20-F (document) — Annual report form
• 6-K (document) — Report form

FAQ

Key Financial Figures

• $20 million — y will appoint DWF to manage an initial $20 million and implement the TON treasury strategy
• $15 million — treasury strategy for the Company, with $15 million being funded at the closing of the Offe
• $5 million — itial Current Report) and the remaining $5 million being funded within 15 days thereafter.
• $55 million — pany will transfer to DWF an additional $55 million with no less than $20 million transferr
• $225 million — ny raises being managed by them until a $225 million funding threshold is met. DWF is entitl
• $150 million — rned until the balance with DWF reaches $150 million at which point 10% of the profits will
• $36.2 m — action are expected to be approximately $36.2 million, before deducting any placement a
• $35,000,000 — fering, the Company may draw down up to $35,000,000 at an interest rate of 14.75% per annum
• $250,000 — uo;) on the initial draw with a minimum $250,000 and 1.00% origination fee on any subseq

Filing Documents

• f6k_092225.htm (6-K) — 25KB
• exh_101.htm (EX-10.1) — 41KB
• exh_102.htm (EX-10.2) — 7KB
• exh_103.htm (EX-10.3) — 27KB
• 0001171843-25-006033.txt ( ) — 101KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 2025 Commission File Number: 001-40086 AlphaTON Capital Corp (Translation of registrant's name into English) Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Islands, VG1110 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [ X ] Form 40-F [ ] INCORPORATION BY REFERENCE This report on Form 6-K (including any exhibits attached hereto) shall be deemed to be incorporated by reference into the registration statements on Form S-8 (File No. 333-275842 and 333-289199) and Form F-3, as amended (File No. 333-286961) of AlphaTON Capital Corp (including any prospectuses forming a part of each such registration statement) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. On September 3, 2025, the Company filed a Current Report on Form 6-K (the “Initial Current Report”) that, among other things, disclosed that the AlphaTON Capital Corp (the “Company”) was in the process of consummating a financing transaction to launch a TON digital asset treasury strategy for the Telegram ecosystem. The Company is filing this Current Report to provide an update on the financing transaction and certain of the transaction documents entered into in connection therewith. On September 3, 2025, the Company and DWF MaaS Limited (“DWF”) entered into a treasury management agreement (the “DWF AMA”) pursuant to which the Company will appoint DWF to manage certain of its assets. The Company filed the DWF AMA as exhibit 10.15. The Company is correcting the description of certain terms in the DWF AMA and attaching an updated version of the DWF AMA. Pursuant to the DWF AMA, the Company will appoint DWF to manage an initial $20 million and implement the TON treasury strategy for the Company, with $15 million being funded at the closing of the Offering (as defined in the Initial Current Report) and the remaining $5 million being funded within 15 days thereafter. Within three months, the Company will transfer to DWF an additional $55 million with no less than $20 million transferred each month until the threshold is reached. DWF is entitled to 75% of the proceeds the Company raises being managed by them until such $55 million funding threshold has been met. Thereafter, DWF is entitled to 50% of the proceeds the Company raises being managed by them until a $225 million funding threshold is met. DWF is entitled to retain 100% of all profits earned until the balance with DWF reaches $150 million at which point 10% of the profits will then be shared with the Company. In consideration for the services provided, the Company and DWF have agreed on an equity arrangement pursuant to which DWF will receive a form of equity to be settled or exercisable for up to 160,000 ordinary shares of the Company, which equity will vest linearly over a period of three (3) years from the date of issue to DWF; provided, however, that if the Company or DWF terminate the DWF Agreement within the first year, the equity will be cancelled. Additionally, DWF is entitled to convert any ordinary shares it receives from their investment in the Company in the Offering into an equivalent value of TON from the amount of TON held by DWF on behalf of the Company. DWF may convert at any time within twelve months from the signing of the DWF AMA. The foregoing description of the DWF AMA is not complete and is qualified in its entirety by reference to the full text of the DWF AMA, which is attached hereto as Exhibit 10.1. Offering Timing and Proceeds Additionally, the Company expects that the gross proceeds to the Company from the financing transaction are expected to be approximately $36.2 million, before deducting any placement agent fees and before estimated expenses. The Company currently expects the financing transaction to close during the week of September 22, 2025. Lock-Up Restrictions At Closing, certain investors who contributed Locked TON as consideration for Shares will be subject to a lockup restriction on transfer, as required by Telegram Group Inc. (the “Lockup Shares”). These certain investors will enter into a form of locked asset agreement supplement (the “Locked Asset Agreement Supplement”). In accordance with the terms of the Locked Asset Agreement Supplement, 50% of such Lockup Shares shall unlock after six months (the “Initial Release Date”). The remaining 50% of Lockup Shares shall vest and be unlocked in four equal installments over four months following the Initial Release Date. The foregoing

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