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Form 8-K

sec.gov

8-K — TON Strategy Co

Accession: 0001493152-26-022417

Filed: 2026-05-12

Period: 2026-05-12

CIK: 0001566610

SIC: 6199 (FINANCE 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): May 12, 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

89102

(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 ☐

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

2.02. Results of Operations and Financial Condition.

On

May 12, 2026, TON Strategy Company (the “Company”) issued a press release containing its results of operations and financial

condition for the three months ended March 31, 2026. The full text of the press release is furnished as Exhibit 99.1 to this Current

Report on Form 8-K and incorporated herein by reference.

The

information under this Item 2.02 (including Exhibit 99.1 hereto) 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 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 issued by the Company dated May 12, 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:

May 12, 2026

TON

Strategy Company

By:

/s/

Sarah Olsen

Name:

Sarah

Olsen

Title:

Chief

Financial Officer and Chief Operating Officer

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

TON

Strategy Company Reports First Quarter 2026 Financial Results

LAS

VEGAS, NV — May 12, 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 first quarter

ended March 31, 2026 and provided an update on its TON treasury operations.

First

Quarter and Recent Operational Highlights

● Held

approximately 221.9 million units of $TON at March 31, 2026, including approximately 221.2

million units staked. Based on Tonstat data, the Company’s holdings represented approximately

4.29% of all Toncoin, and the Toncoin staked through its infrastructure represented approximately

26.18% of the network. Digital assets held at March 31, 2026 had a fair value of approximately

$272.0 million.

● Earned

approximately 2.2 million units of $TON during the first quarter of 2026, representing approximately

$3.0 million of staking revenue.

● Appointed

Kevin Wilson as Chief Executive Officer, effective May 4, 2026, to lead the Company’s

next phase of execution.

● Supported

recent TON network upgrades that reduced block times, shortened transaction settlement times,

increased throughput, and lowered transaction fees, strengthening TON’s ability to

support high-volume, low-cost applications across payments, Telegram-based services, developer

tools, gaming, and emerging AI-agent use cases.

● Continued

to operate with institutional custody and segregated staking infrastructure as part of an

institutional approach to holding and staking Toncoin.

Financial

Results for the First Quarter 2026

The

Company’s financial results 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 treasury operations, personnel, reporting, compliance and

the legacy operating businesses.

Loss

from operations was $(3.9) million.

Net

loss before income taxes was $(91.0) million. Net loss included an $(87.9) million unrealized net loss on crypto assets, reflecting

fair value changes in Toncoin holdings during the quarter.

Digital

assets held at March 31, 2026 had a fair value of approximately $272.0 million.

Cash

and restricted cash totaled approximately $35.0 million at March 31, 2026. The Company had no debt on the balance sheet at March

31, 2026.

Subsequent

Events

In

April 2026, The Open Network implemented major upgrades to its execution and consensus infrastructure to improve network

efficiency and validator performance. Through its staking infrastructure and provider relationships, the Company was well positioned

to benefit from increased staking rewards, with gross staking yields rising to 1.39% in April 2026 from 0.34% in March 2026.

The

April 2026 gross staking yield represented approximately a fourfold increase month-over-month and approximately 16.7% on an annualized

basis.

The value of Toncoin

also appreciated significantly in early May following the network upgrades, Telegram’s announcement that it plans to help drive

TON ecosystem growth and infrastructure development, and broader strength across digital asset markets. For example, based on the

value of Toncoin as of May 6, 2026, the 221.9 units of $TON held by the Company as of March 31, 2026 had an estimated

fair value of approximately $433.3 million.

Management

Commentary

Chief

Executive Officer Kevin Wilson stated, “TON Strategy has important strengths in place, including our position as the largest

public company treasury dedicated to Toncoin, active staking operations, a strong balance sheet, and the custody and reporting infrastructure

needed to execute the strategy with transparency. As I step into my role as CEO, my focus is on translating that foundation into a better

understood public company platform for Toncoin exposure and shareholder value.

“We

will continue to manage the treasury through a long-term per-share value lens, with an emphasis on maintaining appropriate liquidity

and evaluating capital allocation thoughtfully. We also see an opportunity to communicate more actively around the TON thesis and the

TON Strategy model. Over time, we intend to prioritize pathways to support deeper liquidity and market access around Toncoin,

while aligning our expenses and investment with the Company’s core treasury strategy, targeting highest return opportunities.

“TON

is becoming increasingly relevant as blockchain activity moves toward faster, lower-cost, high-volume use cases. Telegram gives TON a

unique distribution advantage compared to most networks, and recent upgrades have improved the speed, costs, and usability needed to

support payments, developer tools, Telegram-based applications, and emerging AI-agent activity. We believe TON is uniquely well-suited

for AI agent use cases because the network combines fast, low-cost settlement capability with programmable accounts that operate inside

Telegram. Over time, that combination can support AI agents that can transact and interact directly with services across the TON ecosystem.

Our objective is to position TON Strategy as the U.S.-listed public company built specifically to provide transparent, institutionally

managed exposure to Toncoin.”

Chief

Financial Officer Sarah Olsen added, “The combination of staking productivity and a clean balance sheet with meaningful liquidity

and no debt allows TON Strategy to generate value through the treasury while preserving flexibility to support the strategy over time.

During Q1, we generated approximately 2.2 million $TON through institutional custody and segregated staking infrastructure and recognized

approximately $3.0 million of staking revenue, demonstrating the continued productivity of our staking strategy across a second full

quarter of operations. Furthermore, we were well positioned to capture the uplift in staking yields in April from the network upgrades.

We ended the quarter with approximately $35.0 million of cash and restricted cash, reinforcing the balance sheet strength and financial

flexibility that are central to our approach.”

Conference

Call

TON

Strategy Company’s management will hold a conference call today (May 12, 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: 13760424

The

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

website.

A

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

May 26, 2026.

Toll-free

replay number: 1-844-512-2921

International

replay number: 1-412-317-6671

Replay

ID: 13760424

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.

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. 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 access to Toncoin; planned liquidity and market access around Toncoin; return

opportunities; and the performance of our products and services; . 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 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

-Financial

Tables to Follow-

TON

STRATEGY COMPANY

CONSOLIDATED

BALANCE SHEETS

(in

thousands, except share and per share data)

March

31, 2026

December

31, 2025

(unaudited)

ASSETS

Current

assets

Cash

and cash equivalents

$ 34,784

$ 39,493

Restricted

cash

169

169

Accounts

receivable, net of allowance for credit losses of $5 as of March 31, 2026 and December 31, 2025

438

441

ERC

receivable – short-term

734

734

Prepaid

expenses and other current assets – related parties

150

163

Prepaid

expenses and other current assets

1,086

1,364

Total

current assets

37,361

42,364

Long-lived

assets, net

366

389

Intangible

assets, net

60

48

Goodwill

5,165

5,165

TON

- unrestricted

72,446

89,628

TON

- restricted

199,580

267,181

Other

non-current assets – related party

2,753

2,790

Other

non-current assets, net of allowance for credit losses of $357 and $310 as of March 31, 2026 and December 31, 2025, respectively

3,933

3,599

Total

assets

$ 321,664

$ 411,164

LIABILITIES

AND STOCKHOLDERS’ EQUITY

Current

liabilities

Accounts

payable

$ 1,715

$ 1,874

Accounts

payable – related parties

306

269

Accrued

expenses

1,034

589

Contract

liabilities

36

155

Accrued

payroll

416

828

Accrued

officers’ compensation

1,424

245

Operating

lease liabilities, current

105

129

Contingent

liability, current

-

500

Total

current liabilities

5,036

4,589

Long-term

liabilities

Contingent

liability, non-current

-

100

Operating

lease liabilities, non-current

63

80

Total

liabilities

5,099

4,769

Commitments

and contingencies (Note 11)

Stockholders’

equity

Common

stock, $0.0001 par value, 400,000,000 shares authorized, 56,530,617 shares issued and outstanding as of March 31, 2026 and December

31, 2025

6

6

Additional

paid-in capital

744,329

743,207

Accumulated

deficit

(427,763 )

(336,725 )

Total

stockholders’ equity in Ton Strategy Company

316,572

406,488

Non-controlling

interests

(7 )

(93 )

Total

stockholders’ equity

316,565

406,395

Total

liabilities and stockholders’ equity

$ 321,664

$ 411,164

TON

STRATEGY COMPANY

CONSOLIDATED

STATEMENTS OF OPERATIONS

(in

thousands, except share and per share data)

Three

Months Ended March 31,

2026

2025

Revenue

$

$

TON

2,032

-

TON

– related party

970

-

MARKET.live

1,704

561

Go

Fund Yourself

547

744

Total

Revenue

5,253

1,305

Cost of revenue

TON

156

-

MARKET.live

(For the three months ended March 31, 2026 and 2025 includes amortization of $0 and $249, respectively)

964

424

Go

Fund Yourself

176

172

Total

Cost of Revenue

1,296

596

Gross

profit

3,957

709

Operating

expenses

Depreciation

and amortization

19

37

General

& administrative - related parties

1,026

933

General

and administrative

6,797

2,398

Total

operating expenses

7,842

3,368

Operating

loss

(3,885 )

(2,659 )

Other

income (expense), net

Interest

income

340

121

Unrealized

gain (loss) on investments

(64 )

83

Other

income (expense), net

(87,343 )

17

Total

other income (expense), net

(87,067 )

221

Net

loss before income taxes

(90,952 )

(2,438 )

Income

tax expense (benefit)

-

-

Net

loss

(90,952 )

(2,438 )

Less:

Net income attributable to non-controlling interests

86

126

Net

loss attributable to Ton Strategy Company and its common stockholders

(91,038 )

(2,564 )

Loss

per share from operations– basic and diluted

$ (1.56 )

$ (2.51 )

Weighted

average number of common shares outstanding – basic and diluted

58,208,613

1,019,801

TON

STRATEGY COMPANY

CONSOLIDATED

STATEMENTS OF CASH FLOWS

(in

thousands)

Three

Months Ended March 31,

2026

2025

Operating

Activities:

Net

loss

$ (90,952 )

$ (2,438 )

Adjustments

to reconcile net loss to net cash used in operating activities:

Depreciation

and amortization

19

286

Share-based

compensation

1,122

958

Reserve

for credit losses

47

-

Unrealized

(gain) loss on investments

64

(83 )

Non-cash

consideration received in the form of convertible promissory notes

(445 )

-

Non-cash

consideration received in the form of TON

(2,032 )

-

Non-cash

consideration received in the form of TON – related party

(1,119 )

-

Non-cash

transaction fees paid with Digital Assets

6

-

Unrealized

loss on fair value of Digital Assets

87,928

-

Effect

of changes in assets and liabilities:

Accounts

receivable

3

(882 )

ERC

receivable

-

1,724

Prepaid

expenses and other non-current and current assets – related parties

50

-

Prepaid

expenses and other current assets

278

-

Operating

lease right-of-use assets

14

33

Accounts

payable, accrued expenses, and accrued interest

489

(743 )

Contract

liabilities

(119 )

104

Operating

lease liabilities

(40 )

(29 )

Net

cash used in operating activities

(4,687 )

(1,070 )

Investing

Activities:

Purchases

of investments – trading securities

-

(507 )

Proceeds

from sale of investments – trading securities

-

421

Purchases

of property and equipment

(9 )

(66 )

Purchases

of intangible assets

(12 )

-

Net

cash used in investing activities

(21 )

(152 )

Financing

Activities:

Payment

of note payable

-

(118 )

Net

cash used in financing activities

-

(118 )

Net

change in cash and restricted cash

(4,708 )

(1,340 )

Cash,

cash equivalents and restricted cash - beginning of period

39,661

8,495

Cash,

cash equivalents and restricted cash - end of period

$ 34,953

$ 7,155

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Local phone number for entity.

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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 pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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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 pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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- Definition

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.

+ References

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-Name Securities Act

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