---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-003063"
form_type: "8-K"
ticker: "TONX"
cik: "0001566610"
company_name: "TON Strategy Co"
filed_at: "2023-01-31T23:59:59+00:00"
generated_at: "2026-06-20T05:23:30.757556+00:00"
event_type: "debt"
sentiment: "positive"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Verb Technology repays $6.3M convertible notes in cash, cancels $50M equity line

## Summary
- Repaid $6.3M aggregate principal of convertible notes due 2023 in full cash; no conversions occurred.
- Terminated common stock purchase agreement with Tumim Stone Capital LLC for up to $50M shares.
- Both agreements were dated January 12, 2022; termination effective January 26, 2023.
- Elimination of secured debt and equity line removes potential dilution and secured interest.

## SEC filing metadata
- accession: 0001493152-23-003063
- form_type: 8-K
- ticker: TONX
- cik: 0001566610
- company_name: TON Strategy Co
- filed_at: 2023-01-31T23:59:59+00:00
- event_type: debt
- sentiment: positive
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1566610/000149315223003063/0001493152-23-003063-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1566610/000149315223003063/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-003063
- JSON: https://secwatch.observer/filing/0001493152-23-003063.json
- Plain text: https://secwatch.observer/filing/0001493152-23-003063.txt

## Key facts
- Material Agreements
  TON Strategy Co terminated common stock purchase agreement with Tumim Stone Capital LLC valued at up to $50,000,000 (effective 2023-01-26).
  - Action: termination
  - Agreement: equity purchase
  - Counterparty: Tumim Stone Capital LLC
  - Value: up to $50,000,000
  - Effective: 2023-01-26
  source text: On January 26, 2023, Verb Technology Company, Inc., a Nevada corporation (the “Company”), terminated that certain common stock purchase agreement dated January 12, 2022, entered into with Tumim Stone Capital LLC, which provided for the sale by the Company of up t o $50,000,000 of newly issued shares from time to time during the term of the agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1566610/000149315223003063/0001493152-23-003063-index.htm
- Material Agreements
  TON Strategy Co terminated SPA with three institutional investors valued at an aggregate original principal amount of $6,300,000 (effective 2023-01-26).
  - Action: termination
  - Agreement: notes offering
  - Counterparty: three institutional investors
  - Value: an aggregate original principal amount of $6,300,000
  - Effective: 2023-01-26
  source text: Effective January 26, 2023, the Company repaid in full all of its outstanding obligations under that certain securities purchase agreement dated January 12, 2022 entered into with three institutional investors (the “SPA”) which provided for the sale and issuance of an aggregate original principal amount of $6,300,000 in convertible notes due 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1566610/000149315223003063/0001493152-23-003063-index.htm

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