TON Strategy Co. Faces Delisting Concerns
Ticker: TONX · Form: 8-K · Filed: Oct 29, 2025 · CIK: 1566610
Sentiment: bearish
Topics: delisting, listing-standards, regulatory-filing
TL;DR
TON Strategy Co. might get delisted, check their listing status ASAP.
AI Summary
TON Strategy Co. filed an 8-K on October 29, 2025, reporting a notice of delisting or failure to satisfy continued listing rules. 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 an exchange, which could significantly impact its stock value and liquidity.
Risk Assessment
Risk Level: high — A notice of delisting or failure to meet listing standards poses a significant risk to the company's continued operation as a publicly traded entity.
Key Players & Entities
- TON Strategy Co. (company) — Registrant
- Verb Technology Company, Inc. (company) — Former Company Name
- nFusz, Inc. (company) — Former Company Name
- BBOOTH, INC. (company) — Former Company Name
- October 28, 2025 (date) — Earliest event reported
- October 29, 2025 (date) — Date of report
- 3024 Sierra Juniper Ct, Las Vegas, Nevada 89138 (address) — Principal Executive Offices
FAQ
What specific listing rule or standard has TON Strategy Co. failed to satisfy?
The filing does not specify the exact rule or standard that TON Strategy Co. has failed to satisfy, only that a notice of delisting or failure to satisfy a continued listing rule or standard has been issued.
What is the date of the earliest event reported in this 8-K filing?
The date of the earliest event reported is October 28, 2025.
What was TON Strategy Co. previously known as?
TON Strategy Co. was formerly known as Verb Technology Company, Inc.
In which state is TON Strategy Co. incorporated?
TON Strategy Co. is incorporated in Nevada.
What is the business address of TON Strategy Co.?
The business address of TON Strategy Co. is 3024 Sierra Juniper Court, Las Vegas, Nevada 89138.
Filing Stats: 1,109 words · 4 min read · ~4 pages · Grade level 16 · Accepted 2025-10-29 12:15:32
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 TONX The Nasdaq Stock Market LLC
- $272.7 million — n the aggregate amount of approximately $272.7 million. The Reprimand Letter noted that the cl
Filing Documents
- form8-k.htm (8-K) — 40KB
- 0001493152-25-020017.txt ( ) — 201KB
- tonx-20251028.xsd (EX-101.SCH) — 3KB
- tonx-20251028_lab.xml (EX-101.LAB) — 33KB
- tonx-20251028_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 28, 2025 TON Strategy Company (Exact name of registrant as specified in its 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 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. As previously disclosed in the Company's Form 8-K filed on October 10, 2025, the Company received a letter on October 9, 2025 (the "Initial Letter") from the Staff notifying the Company that the Staff had determined that the Company failed to comply with Nasdaq's shareholder approval requirements set forth in Nasdaq Listing Rule 5635(b) 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 Initial Letter noted 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 Initial Letter stated that the Company had been required to obtain shareholder approval under Nasdaq Listing Rule 5635(b) prior to the issuance of shares in the PIPE Financing, which the Initial Letter stated resulted in a change of control of the Company, but that the Company failed to do so. As previously disclosed, 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 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, dat