---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-012306"
form_type: "8-K"
ticker: "TONX"
cik: "0001566610"
company_name: "TON Strategy Co"
filed_at: "2023-04-14T23:59:59+00:00"
generated_at: "2026-06-17T01:55:35.823457+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Verb Tech shareholders approve reverse stock split (1:5 to 1:40) and double authorized shares to 400M

## Summary
- Authorized common stock increased from 200M to 400M shares; 75.85% voted for.
- Board authorized to implement reverse stock split within 1-for-5 to 1-for-40 range within one year; 84.16% voted for.
- 2019 Incentive Compensation Plan amended to add 15M authorized shares; 74.25% voted for.
- Approval to issue common stock to satisfy promissory note from November 2022; 80% voted for.

## SEC filing metadata
- accession: 0001493152-23-012306
- form_type: 8-K
- ticker: TONX
- cik: 0001566610
- company_name: TON Strategy Co
- filed_at: 2023-04-14T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1566610/000149315223012306/0001493152-23-012306-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1566610/000149315223012306/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-012306
- JSON: https://secwatch.observer/filing/0001493152-23-012306.json
- Plain text: https://secwatch.observer/filing/0001493152-23-012306.txt

## Key facts
- Shareholder Votes
  TON Strategy Co shareholders approved Reverse Stock Split at the 2023-04-10 meeting.
  - Proposal: reverse split
  - Outcome: passed
  - Meeting: 2023-04-10
  source text: Proposal 2 – Reverse Stock Split Stockholders approved the board of directors to effect a Reverse Stock Split of the outstanding shares of our common stock within one (1) year of April 10, 2023, at a specific ratio within a range of one-for-five (1-for-5) to a maximum of a one-for-forty (1-for-40) split, with the specific ratio to be fixed within this range by the board of directors in its sole discretion without further stockholder approval, based on the votes listed below: For Against Abstain 654,072,880 (84.16%) 123,068,063 (15.83%) 226,975
  evidence_url: https://www.sec.gov/Archives/edgar/data/1566610/000149315223012306/0001493152-23-012306-index.htm
- Shareholder Votes
  TON Strategy Co shareholders approved Increase in the Number of Shares of Authorized Common Stock at the 2023-04-10 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-04-10
  source text: Proposal 1 – Increase in the Number of Shares of Authorized Common Stock Stockholders approved the amendment to increase the number of authorized common stock from 200,000,000 to 400,000,000 shares, based on the votes listed below: For Against Abstain 589,236,632 (75.85%) 187,561,105 (24.14%) 570,181
  evidence_url: https://www.sec.gov/Archives/edgar/data/1566610/000149315223012306/0001493152-23-012306-index.htm
- Shareholder Votes
  TON Strategy Co shareholders approved Incentive Plan Amendment at the 2023-04-10 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-04-10
  source text: Proposal 3 – Incentive Plan Amendment Stockholders approved the amendment to the Company’s 2019 Incentive Compensation Plan to increase the number of shares authorized under the plan by 15,000,000 shares of common stock, based on the votes listed below: For Against Abstain 28,761,933 (74.25%) 9,973,901 (25.74%) 386,308
  evidence_url: https://www.sec.gov/Archives/edgar/data/1566610/000149315223012306/0001493152-23-012306-index.htm
- Shareholder Votes
  TON Strategy Co shareholders approved Nasdaq Approval at the 2023-04-10 meeting.
  - Outcome: passed
  - Meeting: 2023-04-10
  source text: Proposal 4 – Nasdaq Approval Stockholders approved the issuance of common stock in partial or full satisfaction of the outstanding amounts due under that certain Promissory Note dated November 7, 2022 issued by the Company to an accredited investor, based on the votes listed below: For Against Abstain 29,828,003 (80.00%) 7,453,155 (19.99%) 1,840,984
  evidence_url: https://www.sec.gov/Archives/edgar/data/1566610/000149315223012306/0001493152-23-012306-index.htm

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