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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 5, 2025

 

TON Strategy Company
(Exact Name of Registrant as Specified in Charter)

 

Nevada   001-38834   90-1118043
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)

 

3024 Sierra Juniper Ct    
Las Vegas, Nevada   89138
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (855) 250-2300

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001   TONX   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 7.01. Regulation FD Disclosure.

 

On September 5, 2025, TON Strategy Company (the “Company”) furnished on its website a corporate presentation (the “Presentation”) alongside the first “Chairman’s Message” of an anticipated series from Manuel Stotz, Executive Chairman of the Company’s Board of Directors, and issued a related press release. Copies of the Presentation and press release are attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference.

 

Item 8.01. Other Events.

 

The Company announced as part of the Presentation that the Company’s previously stated Toncoin holdings, which equate to approximately 217 million Toncoin, represent approximately 4.23% of the total supply of Toncoin. The Company also announced a goal to increase its Toncoin holdings to more than 5% of the total supply.

 

As previously disclosed, the Company’s TON treasury strategy includes accumulating Toncoin, enabling it to generate sustainable staking rewards to initiate, manage, and grow its Toncoin exposure in a cash flow positive manner. The staking process involves the Company locking up Toncoin to help secure and stabilize TON. In exchange for Toncoin holders staking their tokens, they receive rewards in the form of Toncoin on a daily basis, creating revenue and cash flow opportunities. Staking can be accomplished in multiple ways, including through self-staking, staking through a third party for a fee, and staking for others to generate higher yields and fees.

 

The Company also announced as part of the Presentation that during the remainder of 2025 and 2026 it may consider (i) developing or purchasing its own proprietary staking infrastructure for both itself and for third parties, (ii) tokenizing its stock on the TON blockchain, and (iii) supporting TON’s open-source software development ecosystem.

 

Forward-Looking Statements

 

This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the future Company’s Toncoin holdings, its TON treasury strategy and the execution thereof, potential staking activities, and the Company’s strategic plans for 2025 and 2026. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, and reported results should not be considered as an indication of future performance. Important factors that may affect actual results or outcomes include, but are not limited to: the ability of the Company to successfully execute its business plan, including risks related to Toncoin and the digital asset industry; the Company’s implementation of its TON treasury strategy and its ability to achieve the intended benefits thereof; and other risks and uncertainties set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 filed with the Securities and Exchange Commission (the “SEC”), and in the Company’s subsequent filings with the SEC. These forward-looking statements speak only as of the date hereof, and the Company disclaims any obligation to update these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

 

 

 

 

Disclosure Channels to Disseminate Information

 

Company investors and others should note that the Company announces material information to the public about the Company, its strategy and other items through a variety of means, including on the Company website (https://www.tonstrat.com/), the investor relations and email alerts subscription sections thereof, its filings with the SEC, press releases, public conference calls, webcasts, and its various social media accounts in order to achieve broad, non-exclusionary distribution of information to the public. The Company encourages its investors and others to review the information it makes public in the locations below as such information could be deemed to be material information.

 

The Company posts information about the Company (which may or may not be material) via the following social media accounts: the Company’s Telegram handle (@tonstrat) and its X.com handle (@tonstrat). Mr. Stotz posts information about the Company (which may or may not be material) through his social media accounts, including his X.com handle (@ManuelStotz). The social media channels used by the Company and Mr. Stotz may be updated by the Company and Mr. Stotz, respectively, from time to time.

 

Although the Company does not intend for its social media accounts to be its primary method of disclosure for material information, it is possible that certain information the Company posts on its social media accounts may be deemed material to investors. Therefore, the Company is notifying investors, the media and other interested parties that it uses the aforementioned social media accounts, together with its investor relations website, traditional press releases, and filings with the SEC, to publish important information about the Company, including information that may be deemed material to investors. The Company encourages investors, the media and other interested parties to review the information it posts on its aforementioned investor relations website and social media channels, in addition to information announced by the Company through its filings with the SEC, press releases, webcasts and other presentations.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.   Description
99.1   Chairman’s Message, dated September 5, 2025
99.2   Press Release, dated September 5, 2025
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: September 5, 2025 TON Strategy Company
     
  By: /s/ Veronika Kapustina
  Name: Veronika Kapustina
  Title: Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.2

 

TON Strategy Company Publishes Chairman’s Message, Outlines Growth Strategy and Opportunity

 

Video and slides of Executive Chairman Manuel Stotz’s first Chairman’s Message now available online
Remarks lay out vision to exceed 5% of TON supply, expand staking revenues, and consider pursuing tokenization of the Company’s own stock

 

LAS VEGAS – September 5, 2025 – TON Strategy Company (Nasdaq: TONX) (the “Company”), a digital asset treasury company committed to holding Toncoin ($TON), today announced that it has published the video and presentation slides of Executive Chairman Manuel Stotz’s first Chairman’s Message. The message provides an update on the Company’s strategy and the broader $TON ecosystem, and is available for viewing on the Company’s website, https://www.tonstrat.com/.

 

“This Chairman’s Message marks a milestone for TON Strategy Company as we present a comprehensive update on our vision and strategy,” said Mr. Stotz. “In these remarks, I outline why $TON, through its exclusive integration with Telegram, has the potential to become one of the world’s most widely used digital assets, and how TON Strategy Company intends to play a leading role in that growth.”

 

$TON is the native token of The Open Network (TON), a Layer-1 blockchain exclusively integrated into Telegram, where it provides the rails for payments, digital property, and decentralized applications across a platform with more than 1 billion monthly active users. In his remarks highlighted below, Mr. Stotz built on this foundation, presenting the Company’s investment thesis and outlining the opportunity created by $TON’s integration with Telegram.

 

  Investment case for $TON – Proven use cases already include stablecoin payments, digital property (such as Telegram usernames), and mini apps, with potential to evolve into a “super app.” Despite this traction, $TON remains 60% below its all-time high, with U.S. market access only just beginning.
     
  TON Strategy Company’s position – The Company is the first and largest listed permanent capital vehicle for $TON. Backed by world-class investors through a $558M PIPE (which closed on the 7th of August), it has since launched an up to $1B at-the-market program, reported $780M in treasury assets, rebranded and changed its ticker to TONX, and approved an up to $250M stock buyback program.
     
  Staking and cash flow – TON Strategy Company expects to generate meaningful staking revenues from its more than 217 million $TON held, with plans to expand into proprietary staking infrastructure to capture additional value and potentially offer services to third parties.

 

 

 

 

  Telegram alignment – Mr. Stotz positioned $TON as the economic backbone of Telegram, giving its billion-plus digital citizens the ability to transact, hold stablecoins, and access applications within the messaging platform. Mr. Stotz compared this dynamic to the super app evolution in Asia, suggesting $TON could enable Telegram to leapfrog Western peers in payments and digital property.
     
  Vision and next milestones – The Company’s goals include surpassing 5% of $TON supply, considering pursuing tokenization of its own stock on-chain, and strengthening its role as a participant and infrastructure provider in the TON ecosystem.

 

“Our goal at TON Strategy Company is to build the premier public company that focuses on the $TON ecosystem,” Mr. Stotz said during the Chairman’s message.

 

About TON Strategy Company

 

TON Strategy Company (Nasdaq: TONX) is focused on the accumulation of Toncoin ($TON) for long-term investment, whether acquired through deployment of proceeds from capital raising transactions, staking rewards or via open market purchases. The Company aims to steadily expand its $TON treasury, stake $TON, and to support the development of a tokenized economy inside Telegram’s billion-user platform.

 

In addition, the Company continues to operate legacy business units, including MARKET.live, a multi-vendor livestream shopping platform, and LyveCom, an AI-powered social commerce innovator that enables brands and merchants to deliver omnichannel livestream shopping experiences across websites, apps, and social platforms.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the Company’s TON treasury strategy, the investment case for $TON, the Company’s staking plans and expected benefits of staking, the Company’s goals for holding $TON, and tokenization of the Company’s stock, and the Company’s long-term business plans. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, and reported results should not be considered as an indication of future performance. Important factors that may affect actual results or outcomes include, but are not limited to: risks related to Toncoin and the digital asset industry; the ability of the Company to successfully execute its share repurchase program, its broader capital allocation strategy, and other business initiatives; and other risks and uncertainties set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, and in the Company’s subsequent filings with the SEC. These forward-looking statements speak only as of the date hereof, and the Company disclaims any obligation to update these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

 

Contacts

 

Media Contact:

ton@sbscomms.com