Nasdaq Warns TON Strategy Over +$550M Crypto Stock Sale

Nasdaq reprimanded TON Strategy (formerly Verb Technology) for raising over half a billion dollars through a private stock sale to buy Toncoin without shareholder approval. However, the stock exchange giant stopped short of delisting the firm.

What's the scoop?

• The Deal: TON Strategy sold $558 million in stock via a PIPE (private investment in public equity) to purchase an equivalent amount of Toncoin, the token tied to Telegram’s blockchain.
• The Violation: Nasdaq said the firm failed to obtain shareholder approval for both the PIPE financing and a subsequent $273 million Toncoin buy, breaching exchange rules.
• The Reprieve: Regulators determined the company didn’t intentionally evade compliance so Nasdaq issued only a warning, avoiding a delisting.
• The Fallout: TON Strategy’s stock spiked from $9 to $22 after its crypto pivot in August but has since crashed over 80%, now trading near $4.
• The Bigger Picture: The warning lands as crypto companies' interest in Nasdaq listings is intensifying. For example, Animoca Brands is now moving toward a listing via reverse merger, aiming to become the 1st publicly-traded “digital assets conglomerate.”

Bankless take:

Nasdaq’s light touch on TON Strategy isn’t a vote of confidence but rather a warning shot. The exchange is trying to enforce traditional guardrails as a wave of public companies chase quick crypto-fueled valuations, and sometimes without proper governance.