{"url_path":"/sec/tonx/8-k/2026-06-23/item-3-01","section_key":"item-3-01","section_title":"Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1566610/0001493152-26-029781-index.html","accession_number":"0001493152-26-029781","cik":"0001566610","ticker":"TONX","issuer_name":"TON Strategy Co","edgar_url":"https://www.sec.gov/Archives/edgar/data/1566610/0001493152-26-029781-index.html","primary_entity_key":"0001566610","primary_entity_name":"TON Strategy Co"},"word_count":574,"has_tables":true,"body_markdown":"**Item\n3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.**\n\n \n\nOn\nJune 18, 2026, TON Strategy Company (the “**Company**”) received a Letter of Reprimand (the “**Reprimand Letter**”)\nfrom the staff at the Listing Qualifications Department (the “**Staff**”) of The Nasdaq Stock Market LLC (“**Nasdaq**”)\nin connection with the Staff’s Initial Letter (as defined below) regarding the Company’s violation of Nasdaq’s shareholder\napproval requirements set forth in Nasdaq Listing Rule 5635(c) (the “**Rule**”). The Reprimand Letter stated that while\nthe Staff determined that there were failures to comply with the Rule, those failures did not appear to have been the result of a deliberate\nintent to avoid compliance, and as such, the Staff believes that a Reprimand Letter, as opposed to delisting the Company’s securities,\nis appropriate. The Company’s shares will continue to be listed on Nasdaq and the issuance of the Reprimand Letter closes these\nmatters.\n\n \n\nAs\npreviously disclosed in the Company’s Form 10-K filed on March 31, 2026, the Company, on March 27, 2026, provided notice to the\nStaff regarding the Company’s possible violation of Nasdaq Listing Rule 5635(c). This notice related to the Company’s determination\nthat a number of equity awards granted pursuant to the 2019 Stock and Incentive Compensation Plan, as amended (the “**2019 Plan**”)\nwere inadvertently issued in excess of the amount available under the 2019 Plan (the “**Excess Awards**”), and such issuance\nof Excess Awards may have required additional shareholder approval. On March 30, 2026, the Company received a letter (the “**Initial\nLetter**”) from the Staff acknowledging the Company’s notice.\n\n \n\nThe\nReprimand Letter stated that the Company failed to comply with the Rule when it issued the Excess Awards since the Excess Awards were\nissued in excess of the shareholder approved 2019 Plan and therefore the Company was required to obtain shareholder approval under the\nRule, which requires prior shareholder approval before such issuance. As stated above, the Staff noted in the Reprimand Letter that while\nthe Staff determined that there were failures to comply with the Rule, those failures did not appear to have been the result of a deliberate\nintent to avoid compliance, and that, as such, the Staff believes that delisting the Company’s securities is not an appropriate\nsanction.\n\n \n\nThe\nReprimand Letter states that the Staff further considered, among other things, the fact that the Company had self-reported the violation\nof Nasdaq’s prior shareholder approval requirement, and, since rectifying was not possible, it obtained subsequent ratification\nby the Company’s shareholders of sufficient shares to cover prior grants and rescinded recent grants to officers and directors.\nThe Reprimand Letter stated that the Staff believes the Company inadvertently violated the Rules. The Reprimand Letter also noted that\nthe Company has committed to work with Nasdaq in the future to ensure compliance with Nasdaq Listing Rules. Accordingly, the Staff believes\nit is appropriate to close these matters by issuing the Reprimand Letter in accordance with Listing Rule 5810(c)(4). Following disclosure\nvia this Current Report on Form 8-K, there is no further action required from the Company with regard to this matter. The Company accepts\nthe Staff’s determination and considers the matter closed.\n\n \n\n \n\n \n\n** **\n\n**SIGNATURES**\n\n \n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned hereunto duly authorized.\n\n \n\n \n**TON\nSTRATEGY COMPANY**\n\n \n \n\nDate:\nJune 23, 2026\nBy:\n*/s/\nSarah Olsen*\n\n \nName:\nSarah\nOlsen\n\n \nTitle:\nChief\nFinancial Officer"}