TON Strategy Co (TONX): Nasdaq/NYSE listing notice — Nasdaq notifies TON Strategy of noncompliance with shareholder approval rule for PIPE financing

TON Strategy Co

Received Nasdaq letter on Oct 9, 2025, regarding failure to obtain shareholder approval under Rule 5635(b) for Aug 7 PIPE financing.
PIPE involved issuance of common stock and pre-funded warrants; resulted in change of control with new Exec Chairman and ~19.99% ownership by Kingsway Capital.
No immediate delisting effect; company has 45 days to submit a plan to regain compliance.
Company intends to work with Nasdaq and submit a plan; if accepted, may get 180-day extension.
Company believed it complied based on advice of outside advisors.

item 3.01

Key facts

Extracted from this filing and checked against the source text.

Listing & Compliance Notices SEC 8-K Item 3.01 confidence 0.9

TON Strategy Co received a nasdaq deficiency notice notice regarding other (rules 5635(b)).

Exchange: nasdaq
Notice: deficiency notice
Rules: 5635(b)

Exact text from the filing

October 9, 2025, TON Strategy Company (the “Company”) received a letter (the “Letter”) from the staff at the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Staff has determined that the Company failed to comply with Nasdaq’s shareholder approval requirements set forth in Nasdaq Listing Rule 5635(b) (the “Rule”) in connection with the Company’s August 7, 2025 (the “Closing Date”), issuance of shares of common stock (“Common Stock”) (and pre-funded warrants to purchase shares of Common Stock) pursuant to that certain subsc

View on SEC.gov

Listing & Compliance Notices SEC 8-K Item 3.01 confidence 0.9

TON Strategy Co received a nasdaq noncompliance notice notice regarding other (rules 5635(b)).

Exchange: nasdaq
Notice: noncompliance notice
Rules: 5635(b)

Exact text from the filing

October 9, 2025, TON Strategy Company (the “Company”) received a letter (the “Letter”) from the staff at the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Staff has determined that the Company failed to comply with Nasdaq’s shareholder approval requirements set forth in Nasdaq Listing Rule 5635(b) (the “Rule”) in connection with the Company’s August 7, 2025 (the “Closing Date”), issuance of shares of common stock (“Common Stock”) (and pre-funded warrants to purchase shares of Common Stock) pursuant to that certain subsc

View on SEC.gov

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TON Strategy Co filing history →

Source: SEC EDGAR

accession 0001493152-25-017819

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