---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-25-017819"
form_type: "8-K"
ticker: "TONX"
cik: "0001566610"
company_name: "TON Strategy Co"
filed_at: "2025-10-10T23:59:59+00:00"
generated_at: "2026-05-17T04:04:27.559516+00:00"
event_type: "regulatory"
sentiment: "negative"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Nasdaq notifies TON Strategy of noncompliance with shareholder approval rule for PIPE financing

## Summary
- 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.

## SEC filing metadata
- accession: 0001493152-25-017819
- form_type: 8-K
- ticker: TONX
- cik: 0001566610
- company_name: TON Strategy Co
- filed_at: 2025-10-10T23:59:59+00:00
- event_type: regulatory
- sentiment: negative
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 3.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1566610/000149315225017819/0001493152-25-017819-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1566610/000149315225017819/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-25-017819
- JSON: https://secwatch.observer/filing/0001493152-25-017819.json
- Plain text: https://secwatch.observer/filing/0001493152-25-017819.txt

## Source-grounded claims
- claim_id: 15f35e867574a43cf7c2e2a4e763b31bd676fb47
  claim: TON Strategy Co received a nasdaq deficiency notice notice regarding other (rules 5635(b)).
  evidence_excerpt: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1566610/000149315225017819/0001493152-25-017819-index.htm
- claim_id: 73c40df55348a502643b2cf37a9189e835b5979e
  claim: TON Strategy Co received a nasdaq noncompliance notice notice regarding other (rules 5635(b)).
  evidence_excerpt: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1566610/000149315225017819/0001493152-25-017819-index.htm

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