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Nasdaq Reprimands TON Strategy for Skipping Shareholder Approval on $273M Toncoin Buy

The exchange stopped short of a delisting move, citing no apparent intent to evade its shareholder-approval rules.

Overview

  • An Oct. 28 SEC filing detailed that the company issued stock tied to a $558 million PIPE without the required shareholder vote.
  • Nearly half of the PIPE proceeds—about $273 million—funded purchases of toncoin, leaving the firm with 217.5 million tokens.
  • Nasdaq flagged the rule breach but did not pursue delisting after determining the violations appeared unintentional.
  • Toncoin fell roughly 5% over 24 hours with trading volumes jumping above recent averages following the disclosures and reprimand.
  • Shares of TON Strategy (ticker: TONX) slipped about 1.16% as investors weighed the governance lapse and ongoing exchange scrutiny.