Nasdaq has reprimanded TON Strategy Company for violating shareholder approval requirements in connection with its $272 million Toncoin acquisition and related private placement financing.
The company will remain listed on the exchange after regulators determined that the violations were unintentional rather than deliberate attempts to bypass compliance rules.
TON Strategy received the formal Letter of Reprimand on October 28, following an investigation into its August 2025 transaction structure.
The firm avoided delisting after Nasdaq staff concluded that it had inadvertently breached listing rules during a $558 million private investment that funded its shift into blockchain treasury management.
Source: TronStat
The reprimand addresses two separate compliance failures under Nasdaq Listing Rules 5635(a) and 5635(b).
The first violation stems from the company’s August 7 private placement, which raised capital through the sale of approximately 58.7 million shares and pre-funded warrants at $9.51 per unit.
Nasdaq determined that this transaction resulted in a change of control after the Executive Chairman, through Kingsway Capital Limited Partners, acquired approximately 19.99% ownership alongside major leadership restructuring.
The second violation involved the $272.7 million Toncoin purchase agreement executed by a company subsidiary on July 31.
Because 48.78% of the private placement proceeds funded the digital asset acquisition, representing a multiple of the firm’s pre-financing share count, Nasdaq ruled that prior shareholder approval was mandatory under Rule 5635(a).
The company had relied on outside advisors who believed the transaction complied with existing regulations.
Nasdaq noted in its letter that the closing of the Toncoin purchase was contingent upon completion of the private placement.
The substantial proportion of financing directed toward digital assets triggered the requirement that the company obtain shareholder consent before issuing stock representing 20% or more of the outstanding shares or voting power in connection with asset acquisitions.
Nasdaq determined that TON Strategy showed no pattern of non-compliance and appeared to have inadvertently violated the rules, based on staff discussions with company leadership.
The regulator weighed these factors alongside the firm’s commitment to work with the exchange on future compliance matters before issuing the reprimand rather than pursuing delisting proceedings.
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