# Nasdaq Warns TON Strategy Over +$550M Crypto Stock Sale

*Author: William M. Peaster*
*Published: Nov 3, 2025*
*Source: https://www.bankless.com/read/news/nasdaq-warns-ton-strategy*

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Nasdaq [reprimanded](https://decrypt.co/347165/nasdaq-reprimands-ton-treasury-558-million-stock-sale-crypto-buy) TON Strategy (formerly Verb Technology) for raising over half a billion dollars through a private stock sale to buy Toncoin without shareholder approval. However, the stock exchange giant stopped short of delisting the firm.

### **What's the scoop?**
- **The Deal:** TON Strategy sold $558 million in stock via a PIPE (private investment in public equity) to purchase an equivalent amount of Toncoin, the token tied to Telegram’s blockchain.
- **The Violation:** Nasdaq said the firm failed to obtain shareholder approval for both the PIPE financing and a subsequent $273 million Toncoin buy, breaching exchange rules.
- **The Reprieve:** Regulators determined the company didn’t intentionally evade compliance so Nasdaq issued only a warning, avoiding a delisting. 
- **The Fallout:** TON Strategy’s stock spiked from $9 to $22 after its crypto pivot in August but has since crashed over 80%, now trading near $4.
- **The Bigger Picture:** The warning lands as crypto companies' interest in Nasdaq listings is intensifying. For example, Animoca Brands is now moving toward a listing [via reverse merger](https://www.theblock.co/post/377291/major-crypto-investor-animoca-brands-poised-for-nasdaq-listing-through-merger-with-ai-company), aiming to become the 1st publicly-traded “digital assets conglomerate.”

### **Bankless take:**
Nasdaq’s light touch on TON Strategy isn’t a vote of confidence but rather a warning shot. The exchange is trying to enforce traditional guardrails as a wave of public companies chase quick crypto-fueled valuations, and sometimes without proper governance.