---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-25-020017"
form_type: "8-K"
ticker: "TONX"
cik: "0001566610"
company_name: "TON Strategy Co"
filed_at: "2025-10-29T23:59:59+00:00"
generated_at: "2026-05-17T01:38:59.934144+00:00"
event_type: "regulatory"
sentiment: "negative"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# TON Strategy receives Nasdaq reprimand for shareholder approval violations; shares remain listed

## Summary
- Nasdaq Staff issued a Letter of Reprimand on Oct 28, 2025, for violations of Listing Rules 5635(a) and 5635(b).
- Violations involved a $272.7M Toncoin purchase and PIPE financing that required but did not obtain shareholder approval.
- Nasdaq determined the violations were not deliberate and the Company had no pattern of non-compliance; delisting deemed inappropriate.
- Company shares (TONX) will continue trading on Nasdaq; no further action required.
- Company accepted the reprimand and considers the matter closed.

## SEC filing metadata
- accession: 0001493152-25-020017
- form_type: 8-K
- ticker: TONX
- cik: 0001566610
- company_name: TON Strategy Co
- filed_at: 2025-10-29T23:59:59+00:00
- event_type: regulatory
- sentiment: negative
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 3.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1566610/000149315225020017/0001493152-25-020017-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1566610/000149315225020017/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-25-020017
- JSON: https://secwatch.observer/filing/0001493152-25-020017.json
- Plain text: https://secwatch.observer/filing/0001493152-25-020017.txt

## Source-grounded claims
- claim_id: 99a1bb9d97cb30fa2ef8225ecffb7b7ce90f7d41
  claim: TON Strategy Co received a nasdaq noncompliance notice notice regarding other (rules 5635(a), 5635(b)).
  evidence_excerpt: October 28, 2025, TON Strategy Company (the “Company”) received a Letter of Reprimand (the “Reprimand Letter”) from the staff at the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) in connection with the Staff’s determination that the Company had violated Nasdaq’s shareholder approval requirements set forth in Nasdaq Listing Rules 5635(a) and 5635(b) (the “Rules”). The Reprimand Letter stated that while the Staff determined that there were failures to comply with the Rules, those failures did not appear to have been the result of a deliberate intent to
  evidence_url: https://www.sec.gov/Archives/edgar/data/1566610/000149315225020017/0001493152-25-020017-index.htm
- claim_id: 9a679a39d05df0b0e8d149616d2d2a90f13c18b1
  claim: TON Strategy Co received a nasdaq deficiency notice notice regarding other (rules 5635(a), 5635(b)).
  evidence_excerpt: October 28, 2025, TON Strategy Company (the “Company”) received a Letter of Reprimand (the “Reprimand Letter”) from the staff at the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) in connection with the Staff’s determination that the Company had violated Nasdaq’s shareholder approval requirements set forth in Nasdaq Listing Rules 5635(a) and 5635(b) (the “Rules”). The Reprimand Letter stated that while the Staff determined that there were failures to comply with the Rules, those failures did not appear to have been the result of a deliberate intent to
  evidence_url: https://www.sec.gov/Archives/edgar/data/1566610/000149315225020017/0001493152-25-020017-index.htm

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