Form 8-K

8-K — TON Strategy Co

Accession: 0001493152-26-013849

Filed: 2026-03-31

Period: 2026-03-31

CIK: 0001566610

SIC: 7200 (SERVICES-PERSONAL SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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): March 31, 2026

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.)

2300 W. Sahara

Avenue, Suite 800

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:

☐

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 ☐

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

2.02. Results of Operations and Financial Condition.

March 31, 2026, TON Strategy Company (the “Company”) issued a press release containing its results of operations and financial

condition for the quarter and year ended December 31, 2025. The full text of the press release is furnished as Exhibit 99.1 to this Form

8-K and incorporate herein by reference.

The

information under Item 2.02 (including Exhibit 99.1 hereto) in this Current Report on Form 8-K is being furnished and shall not be deemed

“filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities

of that Section, nor shall it be incorporated by reference into any registration statement or other document filed pursuant to the Securities

Act of 1933, as amended, except as expressly set forth in such filing.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

99.1 Press Release, dated March 31, 2026.

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: March 31, 2026

TON Strategy Company

By:

/s/ Sarah

Olsen

Name:

Sarah Olsen

Title:

Chief Financial Officer and Chief Operating Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

TON

Strategy Company Reports Full Year 2025 Financial Results

LAS

VEGAS, NV — March 31, 2026 — TON Strategy Company (“TON Strategy” or the “Company”) (Nasdaq:

TONX), a digital asset treasury company dedicated to holding Toncoin ($TON), today reported financial results for the full year ended

December 31, 2025 and provided an update on its TON treasury operations.

Fourth

Quarter and Recent Operational Highlights

●

Completed

the first full quarter of staking operations following the August 2025 launch.

●

Held

approximately 219.7 million units of $TON at December 31, 2025, including approximately 219.7 million units staked, with a fair value

of approximately $356.8 million.

●

Earned

approximately 2,185,286 units of $TON during 2025.

●

Maintained

institutional custody and staking infrastructure using segregated validator structures.

●

Launched

analytics dashboard to provide transparent access to key treasury and market metrics.

Financial

Results for the Full Year 2025

The

Company’s financial results for 2025 reflect the implementation of the TON treasury strategy beginning in August 2025, alongside

its legacy operating businesses.

Total

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

Gross

profit was $7.6 million, compared to $0.7 million in 2024.

Total

costs and expenses were $49.2 million, compared with $12.5 million in 2024, reflecting increased non-cash stock-based compensation

expense, treasury implementation costs, and the buildout of infrastructure to support custody, staking, financial reporting, and compliance.

Loss

from operations was $(36.4) million, compared with $(11.6) million in 2024.

Net

loss before income taxes was $(148.6) million, compared with $(10.5) million in 2024. Net loss included a $(114.2) million net loss

on crypto assets, reflecting realized and unrealized fair value changes in Toncoin holdings during the year.

Digital

assets held at December 31, 2025 had a fair value of approximately $356.8 million.

Cash

and restricted cash totaled approximately $39.7 million at December 31, 2025.

Management

Commentary

Executive

Chairman Manuel Stotz stated, “TON Strategy is built to hold Toncoin, stake a substantial portion of the position, and increase

$TON held per share over time inside a public company structure. 2025 was about getting the strategy in place. We raised capital, built

our initial position, and began staking in August, with the fourth quarter representing the first full fiscal period of staking. We believe

TON is a differentiated network in its design for real economic activity across payments, digital services, and consumer applications

at scale. Our approach is to hold and stake the asset within a public company structure designed to provide transparency and access to

that exposure.”

Chief

Financial Officer Sarah Olsen added, “Over the past several months, we put in place the custody, validator, reporting, and risk

framework needed to support our treasury strategy inside a public company. With that foundation in place, our emphasis is on disciplined

treasury management, including staking a substantial portion of our position while preserving appropriate liquidity and financial flexibility.”

CEO

Transition Update

previously announced in January 2026, the Company is conducting a formal search for a permanent Chief Executive Officer as part of a

planned leadership transition. The Board remains actively engaged in the process, and Veronika Kapustina continues to serve as our Chief

Executive Officer during the transition period.

Conference

Call

TON

Strategy Company’s management will hold a conference call today (March 31, 2026) at 9:00 a.m. Eastern time to discuss these results.

U.S.

dial-in: 1-877-407-0789

International dial-in: 1-201-689-8562

Conference

ID: 13759275

The

conference call will be broadcast live and available for replay here and via the investor relations section of the Company’s

website.

replay of the call will be available on the investor relations section of the Company’s website after the conference call through

April 14, 2026.

Toll-free

replay number: 1-844-512-2921

International replay number: 1-412-317-6671

Replay ID: 13759275

About

TON Strategy Company

TON

Strategy Company (Nasdaq: TONX) is focused on the accumulation of $TON – the native cryptocurrency of Telegram’s billion-user

platform – for long-term investment, whether acquired through deployment of proceeds from capital raising activity, staking rewards

or via open market purchases. The Company aims to steadily expand its $TON holdings, stake $TON, and support the development of a tokenized

economy inside Telegram.

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. We intend

such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of

the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”). All statements other than statements of historical fact contained in this press release should

be considered forward-looking statements, including, but not limited to, statements regarding: our business and growth strategy; market

adoption; and the performance of our products and benefits to customers; . Without limiting the foregoing, in some cases, you can identify

forward-looking statements by terms such as “aim,” “anticipate,” “believe,” “can,” “continue,”

“could,” “estimate,” “expect,” “forecast,” “goal,” “intend,”

“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”

“should,” “target,” “will,” “would” or the negative of these terms or other similar expressions,

although not all forward-looking statements contain these words.

Forward-looking

statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance

or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking

statements, including, but not limited to: our incursion of significant net losses and uncertainty whether we will achieve or maintain

profitable operations; our ability to grow and compete in the future, and to execute our business strategy; our decision to implement

a cryptocurrency treasury strategy, whereby we acquire Toncoin, the native cryptocurrency of The Open Network (“TON”) blockchain

and our dependence on TON and Toncoin as a result of this strategy; our ability to maintain and expand our customer base and to convince

our customers to increase the use of our services and/or platform; our financial results and the market price of our common stock may

be affected by the price of Toncoin, and our Toncoin holdings will be less liquid than cash and cash equivalents; changes in the broader

digital asset regulatory landscape and as it relates to TON and Toncoin and our failure to comply with applicable regulatory requirements

and risks related to any actions we may take to prevent or correct such failure; the availability of opportunities to stake Toncoin;

our ability to maintain and expand our customer base and to convince our customers to increase the use of our services and/or platform;

the competitive market in which we operate; our ability to increase the number of our strategic relationships or grow the revenues received

from our current strategic relationships; our ability to develop existing services or acceptable new services that keep pace with technological

developments; our ability to successfully launch new product platforms, including MARKET.live, the rate of adoption of these platforms

and the revenue generated from these platforms; our ability to deliver our services, as we depend on third party providers; our ability

to attract and retain qualified management personnel; our susceptibility to cybersecurity incidents and other disruptions, particularly

as it relates to our holdings of Toncoin; our ability to maintain compliance with the listing requirements of the Nasdaq Capital Market;

the impact of, and our ability to operate our business and effectively manage our growth under evolving and uncertain global economic,

political, and social trends, including legislation banning or otherwise hampering the digital asset landscape, inflation, rising interest

rates, and recessionary concerns; and other important factors discussed in the section entitled “Risk Factors” in our Annual

Report on Form 10-K for the fiscal year ended December 31, 2025, as any such factors may be updated from time to time in our other filings

with the SEC, which are accessible on the SEC’s website at www.sec.gov and our Investor Relations page on our website at https://ir.tonstrat.com.

Although

we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements

are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. The forward-looking

statements in this press release are based on information available to us as of the date hereof, and we disclaim any obligation to update

any forward-looking statements, except as required by law. These forward-looking statements should not be relied upon as representing

our views as of any date subsequent to the date of this press release.

Investor

Relations and Media Contact:

Gateway Group, Inc.

949-574-3860

TONX@gateway-grp.com

-Financial

Tables to Follow-

TON

STRATEGY COMPANY

CONSOLIDATED BALANCE SHEETS

(in

thousands, except share and per share data)

As of December 31,

2025

2024

ASSETS

Current assets

Cash and cash equivalents

$ 39,493

$ 7,617

Restricted cash

169

878

Accounts receivable, net of allowance for credit losses of $5 and $0 as of December 31, 2025 and 2024, respectively

441

350

ERC receivable – short-term

734

2,458

Short-term investments - trading

4,913

Prepaid expenses and other current assets – related parties

163

Prepaid expenses and other current assets

1,364

252

Total current assets

42,364

16,468

Long-lived assets, net

389

3,663

Intangible assets, net

178

Goodwill

5,165

TON - unrestricted

89,628

TON – restricted

267,181

Other non-current assets – related party

2,790

Other non-current assets

3,599

326

Total assets

$ 411,164

$ 20,635

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable

$ 1,874

$ 731

Accounts payable – related parties

269

Accrued expenses

589

2,326

Contract liabilities

155

134

Accrued payroll

828

425

Accrued officers’ compensation

245

534

Notes payable, current

Operating lease liabilities, current

129

124

Contingent liability, current

500

Total current liabilities

4,589

4,294

Long-term liabilities

Notes payable, non-current

Contingent liability, non-current

100

Operating lease liabilities, non-current

222

Total liabilities

4,769

4,614

Commitments and contingencies (Note 16)

Stockholders’ equity

Common stock, $0.0001 par value, 400,000,000 shares authorized, 56,530,617 and 993,120 shares issued and outstanding as of December 31, 2025 and 2024

Additional paid-in capital

743,207

203,295

Accumulated deficit

(336,725 )

(187,094 )

Stockholders’ equity in Ton Strategy Company

406,488

16,202

Non-controlling interests

(93 )

(181 )

Total stockholders’ equity

406,395

16,021

Total liabilities and stockholders’ equity

$ 411,164

$ 20,635

TON

STRATEGY COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

(in

thousands, except share and per share data)

Years Ended December 31,

2025

2024

Revenue

MARKET.live

$ 4,782

$ 637

Go Fund Yourself

4,020

258

TON

2,806

TON – related party

1,171

Total Revenue

12,779

895

Costs and expenses

Cost of revenue, exclusive of depreciation and amortization shown separately below

3,894

224

Depreciation and amortization

1,305

1,077

Impairment

3,131

General and administrative – related parties

19,254

1,352

General and administrative

21,637

9,886

Total costs and expenses

49,221

12,539

Operating loss

(36,442 )

(11,644 )

Other income (expense), net

Interest income

1,032

692

Unrealized loss on short-term investments

(44 )

Interest expense

(1 )

(237 )

Financing costs

(90 )

Other income, net

(113,214 )

813

Total other income (expense), net

(112,183 )

1,134

Net loss before income taxes

(148,625 )

(10,510 )

Income tax expense (benefit)

(234 )

Net loss

(148,391 )

(10,510 )

Less: Net income (loss) attributable to non-controlling interests

(181 )

Net loss attributable to Ton Strategy Company

(148,479 )

(10,329 )

Preferred Stock dividend payable

(152 )

(243

Deemed dividend due to redemption of Preferred Stock

(1,000 )

(900 )

Net loss to common stockholders

$ (149,631 )

$ (11,472 )

Loss per share – basic and diluted

$ (5.96 )

$ (19.36 )

Weighted average number of common shares outstanding – basic and diluted

25,109,082

592,478

TON

STRATEGY COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in

thousands)

Years Ended December 31,

2025

2024

Operating Activities:

Net loss

$ (148,391 )

$ (10,510 )

Adjustments to reconcile net loss used in operating activities:

Depreciation and amortization

1,305

1,077

Share-based compensation

19,136

2,079

Impairment

3,131

Realized (Gains) / Losses on Digital Assets

(259,775 )

Unrealized (Gains) / Losses on Digital Assets

373,931

Unrealized loss on investment in equity securities

Income tax expense (benefit)

(234 )

Reserve for credit losses

622

Non-cash consideration received in the form of convertible promissory notes

(3,290 )

Non-cash consideration received in the form of TON

(2,806 )

Non-cash consideration received in the form of TON – related party

(1,738 )

Non-cash transaction fees paid with digital assets

254

Non-cash staking and custody fees paid with digital assets

442

Amortization of debt discount

Amortization of debt issuance costs

Non-cash finance costs

Unrealized loss on short-term investments

Change in fair value of derivative liability

(1 )

Effect of changes in assets and liabilities, net of acquisition:

Accounts receivable

(693 )

(350 )

Prepaid expenses and other current assets

(1,098 )

(58 )

Prepaid expenses and other current assets – related parties

(2,953 )

ERC receivable

1,724

(930 )

Operating lease right-of-use assets

135

Other assets

(67 )

Accounts payable, accrued expenses, and accrued interest

(650 )

(438 )

Accounts payable, accrued expenses, and accrued interest – related parties

269

Contract liabilities

134

Operating lease liabilities

(137 )

(73 )

Net cash used in operating activities

(20,769 )

(8,765 )

Investing Activities:

Purchase of digital assets

(295,000 )

Purchases of investments – trading securities

(811 )

(5,502 )

Proceeds from sale of investments – trading securities

5,724

545

Purchase of LyveCom, Inc., net of cash acquired

(4,222 )

Purchases of software development costs

(100 )

Purchases of property and equipment

(88 )

(342 )

Purchases of intangible assets

(46 )

(86 )

Net cash used in investing activities

(294,543 )

(5,385 )

Financing Activities:

Proceeds from PIPE offering, net of offering costs

361,400

Proceeds from sale of common stock

7,228

18,596

Repurchases of common stock

(20,579 )

Proceeds from sales of preferred stock offering

5,000

Redemption of Series D – Preferred Stock

(6,152 )

Payments for offering costs related to common stock offerings

(105 )

Payments for offering costs related to preferred stock offerings

(300 )

(180 )

Payment of note payable

(118 )

(19 )

Net cash provided by financing activities

346,479

18,292

Net change in cash, cash equivalents and restricted cash

31,167

4,142

Cash, cash equivalents and restricted cash - beginning of year

8,495

4,353

Cash, cash equivalents and restricted cash - end of year

$ 39,662

$ 8,495

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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