Form 8-K

8-K — TON Strategy Co

Accession: 0001493152-26-031538

Filed: 2026-07-01

Period: 2026-07-01

CIK: 0001566610

SIC: 6199 (FINANCE SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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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): July 1, 2026

TON

Strategy Company

(Exact

Name of Registrant as Specified in Charter)

Nevada

001-38834

90-1118043

(State

or Other Jurisdiction

(Commission

(IRS

Employer

Incorporation)

File

Number)

Identification

No.)

2300

W. Sahara Avenue, Suite 800

Las

Vegas, Nevada

89102

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

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

N/A

(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 7.01

Regulation FD Disclosure.

July 1, 2026, the Company issued a press release announcing that it has entered into a Rule 10b5-1 trading plan (the “Plan”)

to facilitate the repurchase of the Company’s common stock during a two-month period beginning July 1, 2026. The Plan was established

under the Company’s existing $250 million stock repurchase authorization announced on September 3, 2025. Virtu Financial will serve

as the Company’s executing broker under the Plan. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein

by reference.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press Release dated July 1, 2026.**

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

The

information in Item 7.01 of this Current Report, including Exhibit 99.1 furnished thereunder, is being furnished and shall not be

deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including the exhibits

furnished thereunder, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the

Exchange Act, regardless of any incorporation by reference language in any such filing. The disclosure in Item 7.01 of this Current

Report will not be deemed an admission as to the materiality of any information in such item in this Current Report that is required

to be disclosed solely by Regulation FD.

SIGNATURES

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.

TON

STRATEGY COMPANY

Date:July

1, 2026

By:

/s/

Sarah Olsen

Name:

Sarah

Olsen

Title:

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

TON

Strategy Company Advances Share Repurchase Program

LAS

VEGAS, NV — July 1, 2026 — TON Strategy Company (“TON Strategy” or the “Company”) (Nasdaq:

TONX), a digital asset treasury company dedicated to supporting the TON ecosystem, today announced that it has entered into a Rule

10b5-1 trading plan (the “Plan”) to facilitate the repurchase of the Company’s common stock during a two-month period

beginning July 1, 2026.

The

Plan was established under the Company’s existing $250 million stock repurchase authorization announced on September 3, 2025. Virtu

Financial will serve as the Company’s executing broker under the Plan.

Manuel

Stotz, Executive Chairman of TON Strategy stated, “Disciplined capital allocation is a key driver of long-term shareholder returns.

When our shares trade at a significant discount to their intrinsic value, repurchasing them is the most compelling investment we can

make to increase value for all shareholders.”

Kevin

Wilson, Chief Executive Officer of TON Strategy, added, “We have strong conviction in Gram and in the opportunity presented by

the TON ecosystem. We are encouraged by the network’s recent technical progress, the continued buildout of the developer experience,

and Telegram’s growing integration with TON-based functionality. The share repurchase plan allows us to act on a disconnect in

our own equity without constraining our ability to continue advancing our Gram treasury strategy.”

About

TON Strategy Company

TON

Strategy Company (Nasdaq: TONX) is focused on the accumulation of Gram, formerly known as Toncoin – 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 Gram holdings, stake Gram, 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; the

timing, implementation, amount and potential impact of share repurchases under the Plan; the Company’s ability to execute the Plan

and the potential for any repurchases to enhance shareholder returns. 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 Gram, the native cryptocurrency of The Open Network (“TON”) blockchain

and our dependence on TON and Gram 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 Gram, and our Gram 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 Gram 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 Gram; 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 Gram; 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 is accessible on the SEC’s website at www.sec.gov and our Investor Relations page on our website at

www.tonstrat.com/shareholders.

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

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