TON Strategy Co. Faces Delisting Concerns
Ticker: TONX · Form: 8-K · Filed: Oct 10, 2025 · CIK: 1566610
Sentiment: bearish
Topics: delisting, listing-standards, regulatory
TL;DR
TON Strategy Co. might get delisted, check their listing status ASAP.
AI Summary
TON Strategy Co. filed an 8-K on October 10, 2025, reporting a notice of delisting or failure to meet continued listing standards as of October 9, 2025. The company, formerly known as Verb Technology Company, Inc., is incorporated in Nevada and has its principal executive offices in Las Vegas.
Why It Matters
This filing indicates potential issues with TON Strategy Co.'s ability to remain listed on its current exchange, which could significantly impact its stock liquidity and investor confidence.
Risk Assessment
Risk Level: high — A notice of delisting or failure to meet listing standards poses a significant risk to the company's continued trading on an exchange.
Key Players & Entities
- TON Strategy Co. (company) — Registrant
- October 9, 2025 (date) — Earliest event reported
- October 10, 2025 (date) — Date of report
- Verb Technology Company, Inc. (company) — Former company name
- Nevada (jurisdiction) — State of incorporation
- Las Vegas, Nevada (location) — Principal executive office address
FAQ
What specific listing rule or standard has TON Strategy Co. failed to meet?
The filing does not specify the exact rule or standard that was not met, only that a notice of delisting or failure to satisfy a continued listing rule or standard has been issued.
What is the effective date of the potential delisting or failure to meet standards?
The earliest event reported is October 9, 2025, indicating the date as of which the company is facing this issue.
What actions, if any, does TON Strategy Co. plan to take to address the delisting concerns?
The provided text of the 8-K filing does not detail any specific actions the company plans to take to rectify the situation.
When was TON Strategy Co. formerly known as Verb Technology Company, Inc.?
The filing indicates a former company name of Verb Technology Company, Inc., but does not provide the specific date of that name change.
What is the IRS Employer Identification Number (EIN) for TON Strategy Co.?
The EIN for TON Strategy Co. is 90-1118043.
Filing Stats: 984 words · 4 min read · ~3 pages · Grade level 16.2 · Accepted 2025-10-10 17:28:40
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 TONX The Nasdaq Stock Market LLC
Filing Documents
- form8-k.htm (8-K) — 38KB
- 0001493152-25-017819.txt ( ) — 200KB
- tonx-20251009.xsd (EX-101.SCH) — 3KB
- tonx-20251009_lab.xml (EX-101.LAB) — 33KB
- tonx-20251009_pre.xml (EX-101.PRE) — 22KB
- form8-k_htm.xml (XML) — 3KB
From the Filing
UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2025 TON Strategy Company (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 3024 Sierra Juniper Ct Las Vegas , Nevada 89138 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (855) 250-2300 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 TONX The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On October 9, 2025, TON Strategy Company (the "Company") received a letter (the "Letter") from the staff at the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that the Staff has determined that the Company failed to comply with Nasdaq's shareholder approval requirements set forth in Nasdaq Listing Rule 5635(b) (the "Rule") in connection with the Company's August 7, 2025 (the "Closing Date"), issuance of shares of common stock ("Common Stock") (and pre-funded warrants to purchase shares of Common Stock) pursuant to that certain subscription agreement, dated August 3, 2025, among the Company, certain subsidiaries of the Company and certain investors (the "PIPE Financing"). The Letter recites that, on the Closing Date, significant changes in the composition of the Company's senior management and Board of Directors occurred, including the appointment of a new Executive Chairman, the Company entered into a long-term advisory agreement with an entity controlled by the Executive Chairman, and the Executive Chairman, through Kingsway Capital Limited partners and its affiliates, acquired common stock representing approximately 19.99% ownership and voting power of the outstanding Common Stock. The Letter states that the Company was required to obtain shareholder approval under the Rule prior to the issuance of shares in the PIPE Financing, which the Letter states resulted in a change of control of the Company, but that the Company failed to do so. Based upon the advice of outside advisors for the PIPE Financing, the Company believed when consummating the PIPE Transaction that it complied with the Rule. The Letter has no immediate effect on the Company's continued listing on Nasdaq, subject to the Company's compliance with other continued listing requirements. Pursuant to the Nasdaq Listing Rules, the Company has 45 calendar days to submit a plan to regain compliance. The Company is currently exploring its options to respond to Nasdaq and intends to work closely and expeditiously with Nasdaq in an effort to resolve this matter. The Company intends to submit, within the requisite period, a plan to regain compliance under the Nasdaq Listing Rules. If the plan is accepted, Nasdaq may grant the Company an extension of 180 calendar days from the date of the Letter to evidence compliance. There can be no assurance that Nasdaq will accept the Company's plan or that the Company will be able to regain compliance with the applicable listing requirements. Forward-Looking This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the Company's intention to work with Nasdaq and submit a plan to regain compliance with Nasda