TON Strategy Co — fact timeline

TON Strategy Co shareholders approved Approval of an Amendment to the Company’s 2019 Stock and Incentive Compensation Plan.

“Proposal Five: Approval of an Amendment to the Company’s 2019 Stock and Incentive Compensation Plan The Company’s stockholders approved the amendment to the Company’s 2019 Stock and Incentive Compensation Plan to increase the number of shares available for issuance. The results of the vote were as follows: For Against Abstain Broker Non-Votes 30,706,948 3,159,062 1,601,763 6,880,441”

TON Strategy Co shareholders approved Approval of the Adoption of the TON Strategy Company 2026 Equity Incentive Plan.

“Proposal Four: Approval of the Adoption of the TON Strategy Company 2026 Equity Incentive Plan The Company’s stockholders approved the adoption of the TON Strategy Company 2026 Equity Incentive Plan. The results of the vote were as follows: For Against Abstain Broker Non-Votes 30,240,693 5,164,176 62,904 6,880,441”

TON Strategy Co shareholders approved Approval, on an Advisory, Non-Binding Basis, of the Compensation of the Company’s Named Executive Officers.

“Proposal Three: Approval, on an Advisory, Non-Binding Basis, of the Compensation of the Company’s Named Executive Officers The Company’s stockholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers. The results of the vote were as follows: For Against Abstain Broker Non-Votes 21,816,982 13,136,814 513,977 6,880,441”

TON Strategy Co shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2026-12-31 meeting.

“Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm The Company’s stockholders ratified the appointment of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote were as follows: For Against Abstain Broker Non-Votes 40,485,078 162,239 1,700,897 —”

TON Strategy Co shareholders approved Election of Directors.

“Proposal One: Election of Directors The Company’s stockholders elected Nicolas Cary, Tucker Highfield, Evan Sohn, Manuel Stotz and Kevin Wilson as members of the Company’s board of directors to serve until the Company’s annual meeting of stockholders to be held in 2027 and until their respective successors are duly elected and qualified. The results of the vote were as follows: Nominee For Withheld Broker Non-Votes Nicolas Cary 23,100,273 12,367,500 6,880,441 Tucker Highfield 25,615,246 9,852,527 6,880,441 Evan Sohn 22,653,394 12,814,379 6,880,441 Manuel Stotz 33,406,927 2,060,846 6,880,441 Kevin Wilson 23,101,588 12,366,185 6,880,441”

TON Strategy Co reported the first quarter ended March 31, 2026 results: revenue Total revenue was $5.3 million, net income Net loss before income taxes was $(91.0) million.

“for the first quarter of 2026 reflect the operation of its TON treasury strategy, including staking activities, alongside its legacy operating businesses. Total revenue was $5.3 million and included approximately $3.0 million from staking activities. Gross profit was $4.0 million. Total costs and expenses were $7.8 million, reflecting costs associated with”

TON Strategy Co reported the full year ended December 31, 2025 results: revenue $12.8 million, net income $(148.6) million.

“Total revenue was $12.8 million, compared to $0.9 million in 2024, and included approximately $4.0 million from staking activities.”

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

“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”

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

“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”

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

“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”

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

“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”

TON Strategy Co: Amendment to Amended and Restated Bylaws solely to reflect the name change, effective upon effectiveness of Certificate of Amendment (effective 2025-09-02).

“the Board also approved an amendment of the Company’s Amended and Restated Bylaws (as amended, the “Bylaws”), effective upon the effectiveness of the Certificate of Amendment, solely to reflect the Name Change.”

TON Strategy Co: Amendment to Articles of Incorporation to change company name from Verb Technology Company, Inc. to TON Strategy Company (effective 2025-09-02).

“On August 27, 2025, Verb Technology Company, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Articles of Incorporation, as amended (the “Certificate of Amendment”), with the Secretary of the State of Nevada to effect a change of the Company’s name from “Verb Technology Company, Inc.” to “TON Strategy Company” (the “Name Change”). The Certificate of Amendment will become effective as of 9:00 a.m. Eastern Daylight Time on September 2, 2025.”

TON Strategy Co: Filed Certificate of Designation for Series D Non-Convertible Preferred Stock, designating 7500 shares with stated value, preferred return, and redemption terms (effective 2025-04-23).

“On April 23, 2025, the Company filed a certificate of designation of preferences and rights (the “Certificate of Designation”) of Series D Non-Convertible Preferred Stock (the “Series D Preferred Stock”), with the Secretary of State of Nevada, designating 7500 shares of non-convertible preferred stock, par value $0.0001 of the Company, as Series D Preferred Stock.”

TON Strategy Co completed an acquisition involving Lyvecom, Inc. (closed 2025-04-11).

“heet”) with Lyvecom, Inc. (“Lyvecom”) and the shareholders of Lyvecom (the “Lyvecom Shareholders”) to”

TON Strategy Co amended Third Amendment to At-The-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC valued at $12,765,000 (effective 2024-05-10).

“On May 10, 2024, the Company entered into the Third Amendment to At-The-Market Issuance Sales Agreement (the “ Amendment ”) to increase the number of shares to be sold in the ATM Offering to $12,765,000.”

TON Strategy Co amended Second Amendment to At-The-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC valued at $9,010,000 increase to ATM Offering (effective 2024-03-29).

“On March 29, 2024, the Company entered into the Second Amendment to At-The-Market Issuance Sales Agreement, dated March 29, 2024 (the " Amendment ") to increase the number of shares to be sold in the ATM Offering to $9,010,000”

TON Strategy Co amended Amendment to At-The-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC valued at increase in aggregate offering price from $960,000 to $6,260,000 (effective 2024-03-19).

“On March 19, 2024, the Company entered into the Amendment to At-The-Market Issuance Sales Agreement, dated March 19, 2024 (the “ Amendment ”) to increase the number of shares to be sold in the ATM Offering to $6,260,000”

TON Strategy Co entered into Subscription Agreements with certain institutional investors valued at $5,004,400.08 (effective 2024-03-18).

“On March 18, 2024, Verb Technology Company, Inc, a Nevada corporation (the “Company”), entered into subscription agreements with certain institutional investors (the “Agreements”), pursuant to which the Company agreed to issue and sell to the investors 20,851,667 shares (the “Shares”) of Common Stock, par value $0.0001 per share of the Company at a price of $0.24 per share for gross proceeds to the Company of $5,004,400.08.”

TON Strategy Co entered into subscription agreements with certain institutional investors valued at gross proceeds to the Company of $900,000 (effective 2024-03-15).

“On March 15, 2024, Verb Technology Company, Inc, a Nevada corporation (the “Company”), entered into subscription agreements with certain institutional investors, pursuant to which the Company agreed to issue and sell to the investors 3,750,000 shares (the “Shares”) of Common Stock, par value $0.0001 per share of the Company at a price of $0.24 per share for gross proceeds to the Company of $900,000.”

TON Strategy Co received a nasdaq noncompliance notice notice regarding stockholders equity (rules 5550(b)(1)).

“August 18, 2023, the Company received a notice from The Nasdaq Stock Market LLC (“NASDAQ”) indicating that it did not meet the minimum of $2,500,000 in stockholders’ equity required by NASDAQ Listing Rule 5550(b)(1) (the “Listing Rule”) for continued listing, or the alternatives of market value of listed securities or net income from continuing operations. Pursuant to the Listing Rule and the instructions from NASDAQ, on October 9, 2023 the Company submitted a plan to regain compliance with the Listing Rule and was given an extension until February 14, 2024 to evidence compliance through a pub”

TON Strategy Co: The Company filed a Certificate of Designation for Series C Preferred Stock, establishing terms such as stated value, dividends, redemption, and non-dilutive, non-voting features (effective 2023-12-28).

“On December 28, 2023,the Company filed a certificate of designation of preferences and rights (the “Certificate of Designation”) of Series C Preferred Stock (the “Series C Preferred Stock”), with the Secretary of State of Nevada, designating 5,000 shares of preferred stock, par value $0.0001 of the Company, as Series C Preferred Stock.”

TON Strategy Co entered into Securities Purchase Agreement with Streeterville Capital, LLC valued at $3,000,000 (effective 2023-12-29).

“On December 29, 2023, Verb Technology Company, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Streeterville Capital, LLC (the “Investor”), pursuant to which the Company sold and Investor purchased 3,000 shares of the Company’s newly designated non-convertible Series C Preferred Stock (the “Shares”) for a total purchase price of $3,000,000 (the “Purchase Price”).”

TON Strategy Co entered into Sales Agreement with Ascendiant Capital Markets, LLC valued at up to $960,000 (effective 2023-12-15).

“On December 15, 2023, Verb Technology Company, Inc. (the “Company”) entered into an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with Ascendiant Capital Markets, LLC, as sales agent (the “Agent”) to sell shares of its common stock, par value $0.0001 (the “Common Stock”), having an aggregate offering price of up to $960,000”

TON Strategy Co received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“November 2, 2023, Verb Technology Company, Inc. (the “Company”) received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the closing bid price for the Company’s common stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company no longer meets the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). The notification has n”

TON Strategy Co entered into Purchase Agreement with Streeterville Capital, LLC valued at $1,005,000 (effective 2023-10-11).

“On October 11, 2023, Verb Technology Company, Inc. (the “Company”) entered into a note purchase agreement (the “Purchase Agreement”) with Streeterville Capital, LLC (the “Investor”), pursuant to which the Investor purchased a promissory note (the “Note”) in the aggregate principal amount of $1,005,000”

TON Strategy Co shareholders approved Ratification of appointment of Grassi & CO., CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-08-18 meeting.

“Ratification of appointment of Grassi & CO., CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023: To ratify the selection of Grassi & CO., CPAs, P.C. as the Company’s independent registered public accounting firm. Total Votes For 1,763,578 Against 80,210 Abstain 19,168”

TON Strategy Co shareholders approved Election of Directors at the 2023-08-18 meeting.

“Election of Directors: Name Total Votes for Director Total Votes Withheld from Director Total Broker Non-Votes Rory J. Cutaia 454,461 119,517 1,288,978 James P. Geiskopf 475,306 98,672 1,288,978 Kenneth S. Cragun 485,225 88,753 1,288,978 Edmund C. Moy 482,629 91,349 1,288,978”

TON Strategy Co received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).

“equity be at least $2,500,000 (the “Stockholders’ Equity Requirement”). As reported in its Form 10-Q, the Company’s stockholders’ equity as of June 30, 2023 was ($1,818,000). The Staff’s notice has no immediate impact on the listing of the Company’s common stock on Nasdaq. In accordance with the Nasdaq Listing Rules, the Company has 45 calendar”

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).

“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”

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).

“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”

Bill J. Rivard was appointed as Interim Chief Financial Officer at TON Strategy Co.

“The Board of Directors (the “Board”) of the Company approved, effective as of June 13, 2023, the appointment of Bill J.Rivard, the current Corporate Controller, as Interim Chief Financial Officer of the Company.”

Salman H. Khan resigned as Chief Financial Officer at TON Strategy Co.

“On May 30, 2023, Salman H. Khan provided notice of his decision to resign as Chief Financial Officer of Verb Technology Company, Inc. (the “Company”), effective June 13, 2023.”

TON Strategy Co engaged Grassi & Co., CPAs, P.C. as its auditor.

“Effective on April 18, 2023, the Audit Committee approved the engagement of Grassi & Co., CPAs, P.C. (“Grassi”) as the Company’s new independent registered public accounting firm commencing for its quarter ending March 31, 2023 and its fiscal year ending December 31, 2023.”

TON Strategy Co dismissed Weinberg & Company, P.A. as its auditor.

“On April 18, 2023, Verb Technology Company, Inc. (the “Company”) notified Weinberg & Company, P.A. (“Weinberg”) of its dismissal as the Company’s independent registered public accounting firm as of that date.”

TON Strategy Co: Effected a 1-for-40 reverse stock split and increased authorized common stock from 200,000,000 to 400,000,000 shares (effective 2023-04-17).

“On April 17, 2023, the Company filed a Certificate of Amendment of Articles of Incorporation (the “Certificate of Amendment”) effecting a reverse stock split with a ratio of 1-for-40 (the “Reverse Split”) and reflecting an increase in the Company’s authorized shares of common stock from 200,000,000 to 400,000,000.”

TON Strategy Co shareholders approved Nasdaq Approval at the 2023-04-10 meeting.

“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”

TON Strategy Co shareholders approved Incentive Plan Amendment at the 2023-04-10 meeting.

“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”

TON Strategy Co shareholders approved Reverse Stock Split at the 2023-04-10 meeting.

“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”

TON Strategy Co shareholders approved Increase in the Number of Shares of Authorized Common Stock at the 2023-04-10 meeting.

“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”

TON Strategy Co: Filed certificate of designation for Preferred Stock with special voting rights (effective 2023-02-17).

“On February 17, 2023, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the share of Preferred Stock.”

TON Strategy Co terminated SPA with three institutional investors valued at an aggregate original principal amount of $6,300,000 (effective 2023-01-26).

“Effective January 26, 2023, the Company repaid in full all of its outstanding obligations under that certain securities purchase agreement dated January 12, 2022 entered into with three institutional investors (the “SPA”) which provided for the sale and issuance of an aggregate original principal amount of $6,300,000 in convertible notes due 2023.”

TON Strategy Co terminated common stock purchase agreement with Tumim Stone Capital LLC valued at up to $50,000,000 (effective 2023-01-26).

“On January 26, 2023, Verb Technology Company, Inc., a Nevada corporation (the “Company”), terminated that certain common stock purchase agreement dated January 12, 2022, entered into with Tumim Stone Capital LLC, which provided for the sale by the Company of up t o $50,000,000 of newly issued shares from time to time during the term of the agreement.”

TON Strategy Co entered into Underwriting Agreement with Aegis Capital Corp. valued at approximately $6.6 million (effective 2023-01-24).

“On January 24, 2023, Verb Technology Company, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (“Aegis”) as underwriter ( the “Underwriter”), relating to the offering, issuance and sale of up to 36,051,000 shares of the Company’s common stock, $0.0001 par value per share, at a public offering price of $0.20 per share.”

TON Strategy Co reported the nine months ended September 30, 2022 results: revenue $7.3 million.

“Total revenue was $7.3 million, a decrease of 7% over the same period last year”

TON Strategy Co reported the three months ended September 30, 2022 results: revenue $2.2 million.

“Total revenue was $2.2 million, versus $2.9 million for the same period last year”

TON Strategy Co amended Amendment to Common Stock Purchase Warrants with certain institutional investors valued at reduce the exercise price of such warrants to $0.34 and provide that the warrants will be exercisabl (effective 2022-10-25).

“In connection with the Offering, the Company agreed to amend the terms of the common stock purchase warrants previously issued pursuant to the terms of that certain securities purchase agreement, dated April 20, 2022, entered into with certain institutional investors, to (i) reduce the exercise price of such warrants to $0.34 and (ii) provide that the warrants will be exercisable commencing six months from the date of the amendment and will remain exercisable for five years and six months from the date of the amendment.”

TON Strategy Co entered into Placement Agency Agreement with A.G.P./Alliance Global Partners valued at cash fee equal to 6.0% of the aggregate gross proceeds from the sale of the Securities, subject to c (effective 2022-10-25).

“On the same date, the Company entered into a placement agency agreement (the “ Placement Agency Agreement ”) with A.G.P./Alliance Global Partners (the “ Placement Agent ”). Pursuant to the terms of the Placement Agency Agreement, the Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Securities in the Offering. The Company will pay the Placement Agent a cash fee equal to 6.0% of the aggregate gross proceeds from the sale of the Securities, subject to certain exceptions described in the Placement Agency Agreement, and will reimburse the Placement Agent for certain expenses.”

TON Strategy Co entered into Securities Purchase Agreement with the investors valued at aggregate gross proceeds of $4.0 million before deducting placement agent commissions and other esti (effective 2022-10-25).

“On October 25, 2022, Verb Technology Company, Inc., a Nevada corporation (the “ Company ”), entered into a securities purchase agreement (the “ Purchase Agreement ”), which provides for the sale and issuance by the Company of an aggregate of (i) 12,500,000 shares (the “ Shares ”) of the Company’s common stock, $0.0001 par value per share (the “ Common Stock ”), and (ii) warrants to purchase 12,500,000 shares of the Common Stock at an exercise price of $0.34 per share (the “ Warrants ” and, together with the Shares, the “ Securities ”), at a combined purchase price of $0.32 per share and accompanying Warrant for aggregate gross proceeds of $4.0 million before deducting placement agent commissions and other estimated offering expenses (the “ Offering ”).”

Mitchell Bledsoe departed as Chief Information Officer at TON Strategy Co.

“The employment of Mr. Mitchell Bledsoe (“Mr. Bledsoe”), the Company’s former Chief Information Officer, ended on January 20, 2022 and his role and responsibilities reassigned to existing personnel.”