---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-021782"
form_type: "8-K"
ticker: "TONX"
cik: "0001566610"
company_name: "TON Strategy Co"
filed_at: "2023-06-20T23:59:59+00:00"
generated_at: "2026-06-13T21:18:36.576837+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Verb Technology sells direct sales and life sciences SaaS assets to focus on MARKET.live livestream platform

## Summary
- Sold direct sales and life sciences SaaS assets to Scaleworks for up to ~$6.5M cash, including $1.5M earn-out.
- Approximately 74 of 94 employees (80% of staff) transferred to Buyer; Buyer assumes Utah office lease.
- Board engaged Alantra Nov 2022; after 7-month process, approved sale June 10, 2023 and closed June 13.
- Signed non-binding LOI to acquire ecommerce assets with ~70k subscribers and $9.5M GMV (2022), for MARKET.live.
- Company to focus entirely on MARKET.live, aiming for growth via acquisitions and partnerships.

## SEC filing metadata
- accession: 0001493152-23-021782
- form_type: 8-K
- ticker: TONX
- cik: 0001566610
- company_name: TON Strategy Co
- filed_at: 2023-06-20T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 2.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1566610/000149315223021782/0001493152-23-021782-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1566610/000149315223021782/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-021782
- JSON: https://secwatch.observer/filing/0001493152-23-021782.json
- Plain text: https://secwatch.observer/filing/0001493152-23-021782.txt

## Key facts
- M&A Transactions
  TON Strategy Co completed a disposition involving Scaleworks, Inc., through its special purpose entity SW Direct Sales, LLC for approximately $6.5 million, in cash, inclusive of a $1.5M earn-out (closed 2023-06-13).
  - Action: disposition
  - Counterparty: Scaleworks, Inc., through its special purpose entity SW Direct Sales, LLC
  - Consideration: approximately $6.5 million, in cash, inclusive of a $1.5M earn-out
  - Closing: 2023-06-13
  source text: now focus its resources entirely on its livestream shopping platform, MARKET.live. Under the terms of the APA, the total purchase consideration is expected to be approximately $6.5 million, in cash, inclusive of a $1.5M earn-out consisting of $750,000 per year for each of the next two 12-month periods, based on the combined direct sales and life sciences business
  evidence_url: https://www.sec.gov/Archives/edgar/data/1566610/000149315223021782/0001493152-23-021782-index.htm
- Material Agreements
  TON Strategy Co entered into Asset Purchase Agreement with Scaleworks, Inc., through its special purpose entity SW Direct Sales, LLC valued at total purchase consideration is expected to be approximately $6.5 million, in cash, inclusive of a $ (effective 2023-06-13).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Scaleworks, Inc., through its special purpose entity SW Direct Sales, LLC
  - Value: total purchase consideration is expected to be approximately $6.5 million, in cash, inclusive of a $
  - Effective: 2023-06-13
  source text: On June 13, 2023, Verb Technology Company, Inc. (the "Company") executed an asset purchase agreement (the "APA") with Scaleworks, Inc., a San Antonio, TX-based B2B software private equity fund, through its special purpose entity SW Direct Sales, LLC (the "Buyer") and simultaneously closed the sale of all assets that comprised its direct sales and life sciences software-as-a-service applications
  evidence_url: https://www.sec.gov/Archives/edgar/data/1566610/000149315223021782/0001493152-23-021782-index.htm

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