---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-22-029788"
form_type: "8-K"
ticker: "TONX"
cik: "0001566610"
company_name: "TON Strategy Co"
filed_at: "2022-10-28T23:59:59+00:00"
generated_at: "2026-06-22T22:38:56.305191+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# Verb Technology raises $4.0M in registered direct offering of 12.5M shares and warrants at $0.32/unit

## Summary
- Offering of 12.5M shares of common stock and warrants to purchase 12.5M shares at $0.34 exercise price.
- Combined purchase price of $0.32 per share and warrant; gross proceeds ~$4.0M before fees.
- Net proceeds expected for working capital and general corporate purposes.
- Amended April 2022 warrants to reduce exercise price to $0.34 and extend exercisability to 6 months from amendment date.
- Placement agent A.G.P./Alliance Global Partners receives 6.0% cash fee; offering expected to close October 28, 2022.

## SEC filing metadata
- accession: 0001493152-22-029788
- form_type: 8-K
- ticker: TONX
- cik: 0001566610
- company_name: TON Strategy Co
- filed_at: 2022-10-28T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 1.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1566610/000149315222029788/0001493152-22-029788-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1566610/000149315222029788/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-22-029788
- JSON: https://secwatch.observer/filing/0001493152-22-029788.json
- Plain text: https://secwatch.observer/filing/0001493152-22-029788.txt

## Key facts
- Material Agreements
  TON Strategy Co entered into Securities Purchase Agreement with the investors valued at aggregate gross proceeds of $4.0 million before deducting placement agent commissions and other esti (effective 2022-10-25).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: the investors
  - Value: aggregate gross proceeds of $4.0 million before deducting placement agent commissions and other esti
  - Effective: 2022-10-25
  source text: On October 25, 2022, Verb Technology Company, Inc., a Nevada corporation (the “ Company ”), entered into a securities purchase agreement (the “ Purchase Agreement ”), which provides for the sale and issuance by the Company of an aggregate of (i) 12,500,000 shares (the “ Shares ”) of the Company’s common stock, $0.0001 par value per share (the “ Common Stock ”), and (ii) warrants to purchase 12,500,000 shares of the Common Stock at an exercise price of $0.34 per share (the “ Warrants ” and, together with the Shares, the “ Securities ”), at a combined purchase price of $0.32 per share and accompanying Warrant for aggregate gross proceeds of $4.0 million before deducting placement agent commissions and other estimated offering expenses (the “ Offering ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1566610/000149315222029788/0001493152-22-029788-index.htm
- Material Agreements
  TON Strategy Co amended Amendment to Common Stock Purchase Warrants with certain institutional investors valued at reduce the exercise price of such warrants to $0.34 and provide that the warrants will be exercisabl (effective 2022-10-25).
  - Action: amendment
  - Agreement: equity purchase
  - Counterparty: certain institutional investors
  - Value: reduce the exercise price of such warrants to $0.34 and provide that the warrants will be exercisabl
  - Effective: 2022-10-25
  source text: In connection with the Offering, the Company agreed to amend the terms of the common stock purchase warrants previously issued pursuant to the terms of that certain securities purchase agreement, dated April 20, 2022, entered into with certain institutional investors, to (i) reduce the exercise price of such warrants to $0.34 and (ii) provide that the warrants will be exercisable commencing six months from the date of the amendment and will remain exercisable for five years and six months from the date of the amendment.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1566610/000149315222029788/0001493152-22-029788-index.htm
- Material Agreements
  TON Strategy Co entered into Placement Agency Agreement with A.G.P./Alliance Global Partners valued at cash fee equal to 6.0% of the aggregate gross proceeds from the sale of the Securities, subject to c (effective 2022-10-25).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: A.G.P./Alliance Global Partners
  - Value: cash fee equal to 6.0% of the aggregate gross proceeds from the sale of the Securities, subject to c
  - Effective: 2022-10-25
  source text: On the same date, the Company entered into a placement agency agreement (the “ Placement Agency Agreement ”) with A.G.P./Alliance Global Partners (the “ Placement Agent ”). Pursuant to the terms of the Placement Agency Agreement, the Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Securities in the Offering. The Company will pay the Placement Agent a cash fee equal to 6.0% of the aggregate gross proceeds from the sale of the Securities, subject to certain exceptions described in the Placement Agency Agreement, and will reimburse the Placement Agent for certain expenses.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1566610/000149315222029788/0001493152-22-029788-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.