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TON Strategy Co

For the period ended Sep 30, 2025. Filed Nov 12, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 12, 2025

TONX$2.74-4.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-06.

0001493152-25-011636

ITEM 2. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-12.

0001493152-25-021741

ITEM 2. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

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Tables are not compared: 9 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (51)

Current report

TON Strategy Company is a digital asset treasury and Web3 ecosystem company focused on supporting The Open Network, a public blockchain originally developed to integrate with Telegram, one of the world’s largest messaging platforms. The TON blockchain is designed to process transactions quickly and at scale, enabling a range of decentralized applications and digital services that can be accessed directly through Telegram’s global user base of more than one billion people.

Current report

The Company’s core business is the management of its corporate treasury holdings of Toncoin, the native digital asset of the TON blockchain. This includes staking TON, which involves locking up tokens to help secure and validate the network in exchange for staking rewards. Through these activities, the Company seeks to support the TON ecosystem while managing its digital assets in line with applicable regulatory, accounting, and risk-management standards. The Company may also pursue other Web3 initiatives within the TON ecosystem to help promote the network’s long-term growth and adoption.

Current report

Focused on interactive, video-based social commerce,MARKET.live is a multi-vendor livestream shopping platform that merges e-commerce and entertainment, enabling brands, retailers, and creators to broadcast shoppable events simultaneously across major social and video channels, including TikTok, YouTube, Facebook, Instagram, and Pinterest. The platform’s integrations with Meta, TikTok, Pinterest, and other networks enable native, frictionless checkout experiences within each application, with purchase and order data flowing seamlessly back through MARKET.live to vendors for fulfillment. In 2024, MARKET.live expanded its relationship with TikTok through a formal partnership with TikTok Shop, becoming an official TikTok Shop Partner (TSP). Under this partnership, TikTok refers brands, retailers, influencers, and affiliates to MARKET.live for recurring-fee services, including onboarding and store setup, creative production, influencer management, and store optimization—now representing the largest and fastest-growing segment of MARKET.live’s business.

Current report

During the prior quarter, the Company announced the closing of its acquisition ofLyveCom, an artificial intelligence (AI)–driven video commerce platform, pursuant to a stock purchase agreement dated April 11, 2025, as detailed in the Form 8-K filed on that date. The integration of LyveCom’s technology intoMARKET.live enhances the platform’s multicast and AI capabilities, enabling brands and merchants to deliver a true omnichannel livestream shopping experience across social media channels, proprietary websites, and mobile applications, while maintaining unified checkout and inventory control. LyveCom’s technology allows brands to own their audience and data by capturing “zero-party” customer information—data intentionally shared by customers regarding preferences and purchase intentions—providing deeper insight and reducing reliance on third-party platforms.

Current report

Go Fund Yourself is an interactive social crowdfunding platform that provides public and private companies with broad-based exposure for their Regulation CF and Regulation A offerings across multiple social media channels. The platform integrates an interactive reality series withMARKET.live’s commerce infrastructure, allowing viewers to make investments or purchase products in real time by engaging with onscreen icons and QR codes. The program airs weekly on CheddarTV and generates revenue from issuer fees related to appearances, marketing, advertising, and content production, as well as transaction-based fees of up to 25% on gross product sales completed through the platform. The panel of “Titans” includes recurring members David Meltzer, Jayson Waller, and Rory J. Cutaia, along with rotating guest participants from business, sports, and entertainment, each of whom serve as executive producers and minority owners.

Current report

The Company’s digital asset treasury strategy derives revenue from staking TON rewards. In TON staking activities, the Company retains the right and ability to direct the use of the underlying TON, subject to a bonding period. As such, the Company does not derecognize the TON when participating in staking. The Company recognizes rewards from staking as revenue in accordance with ASC 606. The Company acts as an agent in staking transactions as it provides access to its TON to third-party validator operators who perform the technical validation responsibilities. Staking rewards are recognized as revenue at the end of each validation round, or block processing time, or when earned and measurable and when the Company’s share of rewards is known. The amount of revenue recognized is measured at fair value and is presented net of validator or other protocol fees.

Current report

As of September 30, 2025, the Company had staked 177,071,814 units of TON on the TON blockchain. For the period ended September 30, 2025, the Company earned 336,341 units of TON and recognized revenue from staking rewards of $707.

Current report

Our business, including both our traditional operations and our digital asset treasury activities involving Toncoin is dependent on general economic conditions and the performance of TON. Macroeconomic factors such as inflation, rising interest rates, foreign exchange volatility, or economic instability in jurisdictions where we or our partners operate may adversely affect demand for our products and services, as well as the value of our digital asset holdings. These conditions can also influence liquidity, capital availability, and investor sentiment across all of our business lines.

Current report

In addition, our digital asset operations are directly exposed to risks specific to the TON ecosystem. Network disruptions, validator downtime, software vulnerabilities, governance disputes, or changes in protocol parameters may impair access to our TON holdings or reduce staking rewards. Adjustments to validator incentives, inflation rates, or reward distributions could materially alter the economics of staking. Likewise, declines in network activity, competition from other blockchains, or regulatory developments affecting TON or related ecosystem participants could negatively impact TON’s utility and price.

Current report

Given the evolving nature of both global markets and the TON Network, we cannot predict the timing or magnitude of any economic or network-specific disruption. Any such events could materially and adversely affect our business, financial condition, and results of operations.

Current report

On August 7, 2025, the Company completed transactions involving entry into a subscription agreement with certain institutional investors for a private placement in public equity, offering an aggregate of 57,024,121 shares of Common Stock of the Company, par value $0.0001 per share, at an offering price of $9.51 per share, and pre-funded warrants to purchase up to an aggregate of 1,677,996 shares of Common Stock at a purchase price per warrant of $9.5099. Each of the pre-funded warrants is exercisable for one share of Common Stock at the exercise price of $0.0001 per pre-funded warrant share, immediately exercisable, and may be exercised at any time until all of the pre-funded warrants issued in the PIPE are exercised in full. The gross proceeds from the PIPE, before deducting the placement agent fees and offering expenses, were approximately $558.0 million funded in a combination of cash, TON and other stablecoins. The Company incurred cash and equity placement agent fees of $11.4 million and $10.5 million, respectively, and offering expenses of $13.2 million. The placement agent equity fee was comprised of 512,860 shares of Common Stock of the Company. Approximately one-third of the PIPE Subscribers have agreed to lock-up restrictions with the Company (the “Lock-Up Investors”) whereby they will not sell or transfer the Acquired Securities for six months, with respect to all of the Acquired Securities held by such PIPE Subscribers, or for 12 months, with respect to 50% of the Acquired Securities held by each such PIPE Subscriber, in each case measured from the date of execution of the Subscription Agreement, subject to customary exceptions. The Lock-Up Investors that contributed Toncoin not eligible for trading or transfer (the “Locked Toncoin”) are also subject to Lock-Up Restrictions with respect to the Acquired Securities issued as consideration for the Locked Toncoin for the same duration as the Locked Toncoin are not eligible for trading or transfer. The Locked Toncoin do not have any restrictions regarding staking and can be staked by the Company to generate staking revenue. On August 21, 2025, the Company announced the start of its TON Treasury Strategy and used the net proceeds from the PIPE to acquire Toncoin, the native cryptocurrency of The Open Network blockchain.

Current report

A key aspect of our TON Treasury Strategy is to raise capital to be used to increase our TON position in a manner designed to maximize shareholder exposure to TON within a prudent risk management framework. The Company diligently tracks and routinely reports key performance indicators designed to offer investors transparency and insight into the execution and effectiveness of our TON Treasury Strategy. Among these metrics, the Company’s treasury asset value per share has emerged as a central performance benchmark by which we gauge our progress. Treasury asset value per share is calculated as the sum of the aggregate market price of the Company’s TON holdings plus the Company’s cash on hand divided by the number of shares of Company common stock and prefunded warrants outstanding. Management believes that treasury assets per share provides management and investors useful information and insight into the operating performance of the business. By prioritizing this metric, we underscore our commitment to driving long-term shareholder value, rather than short-term fluctuations in asset prices or market capitalization.

Current report

The Company is focused on the accumulation of Toncoin for long-term investment, whether acquired through deployment of proceeds from capital raising transactions, staking rewards or via open market purchases. The Company aims to steadily expand its TON treasury, stake TON, and to support the development of a tokenized economy inside Telegram’s billion-user platform.

Current report

To further institutionalize our TON-centered strategy, the Company has bolstered its leadership team with executives who bring deep expertise in both traditional and decentralized finance. In August 2025, we appointed Veronika Kapustina, former Founder and Advisor to Houghton Street Ventures LLP and former Advisor to the TON Foundation as Chief Executive Officer, Manuel Stotz, Founder of Kingsway Capital LLP and former President and Director of the TON Foundation as the Executive Chairman of the Board, and Sarah Olsen, former Co-founder and Managing Partner of Europa Digital Assets Limited and former Head of Corporate Development for J.P. Morgan’s digital asset group as Chief Financial Officer & Chief Operating Officer. This structure affirms our intent to build a deeply experienced leadership team across global institutional finance and the TON ecosystem.

Current report

Revenue was $707 for the three and nine months ended September 30, 2025, as compared to $0 for the three and nine months ended September 30, 2024. The revenue increase was attributable to the implementation of the TON Treasury Strategy and the commencement of staking operations in August 2025.

Current report

Cost of revenue, exclusive of depreciation and amortization was $23 for the three and nine months ended September 30, 2025, as compared to $0 for the three and nine months ended September 30, 2024. The increase was attributable to the commencement of staking operations and are comprised of fees incurred for staking services and validator operations.

Current report

General and administrative expenses were $6,798 for the three and nine months ended September 30, 2025, as compared to $0 for the three and nine months ended September 30, 2024. The increase was due to the commencement of the TON Treasury Strategy and is inclusive of advisory fees, employee bonuses, and stock-based compensation expense, in part.

Current report

Other income, net was $120,358 for the three and nine months ended September 30, 2025, as compared to $0 for the three and nine months ended September 30, 2024 primarily due to a net gain on crypto assets. The increase was attributable to a gain on the purchase of digital assets of $259,955, offset by a realized loss on digital assets of $(180) and an unrealized loss on digital assets of $(139,417).

Current report

The following is a comparison of our results of operations for Legacy Verb, which excludes the TON segment, for the three months ended September 30, 2025 and 2024 (in thousands):

Current report

Cost of revenue, exclusive of depreciation and amortization was $865 for the three months ended September 30, 2025, as compared to $54 for the three months ended September 30, 2024. The increase of $811 was attributable to the revenue increase of $2,774 as compared to the prior year comparable period.

Current report

Depreciation and amortization expenses were $341 for the three months ended September 30, 2025, as compared to $273 for the three months ended September 30, 2024. The increase of $68 was primarily due to the additional amortization expense resulting from the addition of intangible assets related to the acquisition of Lyvecom in April 2025.

Current report

General and administrative expenses including stock compensation expense were $17,290 for the three months ended September 30, 2025, as compared to $2,113 for the three months ended September 30, 2024. General and administrative expenses excluding stock compensation expense were $2,843 for the three months ended September 30, 2025, as compared to $1,893 for the three months ended September 30, 2024. The increase of $950, or 50%, was primarily due to an increase in operating costs associated with an increase in revenue generation from our business units and an increase in legal fees and professional services resulting from the PIPE offering.

Current report

Cost of revenue, exclusive of depreciation and amortization was $865 for the three months ended September 30, 2025, as compared to $611 for the three months ended June 30, 2025. The increase of $254 was attributable to the revenue increase of $779 as compared to the three months ended June 30, 2025.

Current report

Depreciation and amortization expenses were $341 for the three months ended September 30, 2025, as compared to $336 for the three months ended June 30, 2025.

Current report

General and administrative expenses including stock compensation expense were $17,290 for the three months ended September 30, 2025, as compared to $4,110 for the three months ended June 30, 2025. General and administrative expenses excluding stock compensation expense were $2,843 for the three months ended September 30, 2025, as compared to $2,565 for the three months ended June 30, 2025. The increase of $278, or 11%, was primarily due to an increase in legal fees and professional services resulting from the PIPE offering.

Current report

Nine Months Ended September 30, 2025 as Compared to the Nine Months Ended September 30, 2024

Current report

The following is a comparison of our results of operations for the nine months ended September 30, 2025 and 2024 (in thousands):

Current report

Cost of revenue, exclusive of depreciation and amortization was $1,823 for the nine months ended September 30, 2025, as compared to $90 for the nine months ended September 30, 2024. The increase of $1,733 was attributable to the revenue increase of $6,158 as compared to the comparable prior year period.

Current report

Depreciation and amortization expenses were $963 for the nine months ended September 30, 2025, as compared to $798 for the nine months ended September 30, 2024. The increase of $165 was primarily due to the additional amortization expense resulting from the addition of intangible assets related to the acquisition of Lyvecom in April 2025.

Current report

On November 3, 2025, the Company entered into an addendum to a previously executed purchase agreement which lifted the restrictions on 28,773,971 units of Toncoin. As of the date of the addendum, this represents an additional $66,468 of Toncoin that is available to be transferred, lent, sold, or disposed of by the Company.

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Removed paragraphs (46)

Previous report

Focused on interactive video-based social commerce, our MARKET.live platform is a multi-vendor, livestream social shopping destination leveraging the convergence of ecommerce and entertainment. Brands, retailers and creators engage MARKET.live for the ability to broadcast livestream shopping events simultaneously on numerous social media channels, including TikTok, YouTube, LinkedIn, Facebook, Instagram, Twitch, as well as on MARKET.live, reaching exponentially larger audiences.

Previous report

MARKET.live has developed and deployed technology integrations with META, TikTok, and Pinterest, among many others. For example, the Meta integration created a seamless, native, friction-free checkout process for Facebook and Instagram users to purchase MARKET.live vendors’ products within each of those popular apps. This integration allows Facebook and Instagram users to browse products featured in MARKET.live shoppable videos, place products in a native shopping cart and checkout – all without leaving Facebook or Instagram. Our TikTok technology integration allows shoppers watching a MARKET.live stream on TikTok to stay on TikTok and check out through TikTok, eliminating the friction or reluctance of TikTok users to leave their TikTok feed in order to complete their purchase. Our technology integration allows the purchase data to flow back through MARKET.live and to the individual vendors and stores on MARKET.live seamlessly for fulfillment of the orders.

Previous report

Last year we announced an expanded strategic relationship with TikTok evidenced by a formal partnership with TikTok Shop pursuant to which MARKET.live became a service provider for TikTok Shop and officially designated as a TikTok Shop Partner (TSP). Under the terms of the partnership, TikTok Shop refers consumer brands, retailers, influencers and affiliates to MARKET.live for a menu of MARKET.live contract-based recurring fee revenue services that include, among other things, assistance in onboarding to TikTok Shop and establishing a TikTok store, full creative services, including content creation and full remote and in-studio production services, host/influencer casting and management, TikTok Shop maintenance and enhancements for existing TikTok clients’ stores. This same menu of services is also provided to consumer brands that contact us directly or through several brand agencies with which we maintain affiliate relationships and currently represents the largest and fastest growing area of MARKET.live’s business.

Previous report

On April 17, 2025, we announced the closing of the acquisition of LyveCom, an artificial intelligence (“AI”) driven video commerce platform, pursuant to a stock purchase agreement dated April 11, 2025. The transaction terms are set forth in detail in the Form 8-K filed on April 17, 2025. The integration of LyveCom’s technology into Verb’s MARKET.live expands the platform’s multicast capabilities to allow brands and merchants to deliver a true omnichannel livestream shopping experience. Not only can they broadcast their livestream shopping events simultaneously across multiple social media channels, but they can now also do so across their own websites, apps, and social platforms while leveraging MARKET.live’s new AI-powered video content automation and personalized shopping experiences.

Previous report

Today’s brands are beholden to big social media and their ever-changing algorithms, relying heavily on their platforms and closed marketplaces to maintain access to a borrowed audience. LyveCom’s technology allows brands to obtain full control over their audience, content, and conversions while funneling ‘zero-party customer data’ back to the brand. Zero-party customer data refers to information a customer intentionally and proactively shares with a business. This very valuable data includes preferences, purchase intentions, personal contexts, and how the customer wants to be recognized. It’s distinct from first-party data, that is collected passively through website interactions, and third-party data, and typically purchased from external sources. The Lyvecom technology also provides brands and merchants with one-click capability to instantly simulcast and scale the broadcast of live shopping events across their own ecommerce sites and apps, marketplaces, and social platforms, maximizing audience reach and engagement while maintaining unified checkout and unified inventory management and control. This month LyveCom will release its new AI Suite, an end-to-end content creation platform available on a subscription basis that automates the production of viral-quality user-generated video content for e-commerce brands.

Previous report

Purpose-built to address content fatigue, rising production costs, and the ever-increasing demand for short-form video, theLyveCom AI Suite combines proprietary AI scripting tools, ultra-realistic avatars, and autonomous content agents — giving brands the power to scale creative assets at a fraction of the time and cost. The LyveCom Suite includes the following products:

Previous report

Go Fund Yourself is an interactive social crowd funding platform for public and private companies seeking broad-based exposure across numerous social media channels for their crowd-funded Regulation CF and Regulation A offerings. The platform combines an interactive reality TV show that has been described as a combination of Shark Tank and Kickstarter with MARKET.live’s back-end capabilities allowing viewers to tap or scan onscreen icons and QR codes to facilitate an investment, in near real time, as they watch companies presenting before the Show’s panel of “Titans”. Presenting companies that sell consumer products are able to offer their products directly to viewers during the show in near real time through the same onscreen technology.

Previous report

The Show airs weekly on CheddarTV, available on most cable operators, prime time at 7pm EST. The Go Fund Yourself business unit generates revenue from fees we charge to issuers to appear on the show and for marketing, ad, and content creation and distribution services. For those issuers that sell products during each airing of the show through our platform, we charge a fee up to 25% of the gross sales revenue for all products sold. The Show’s expert panel of “Titans” include rotating celebrity guest Titans from the worlds of business, sports, and entertainment, such as NFL Hall of Fame running back Marshall Faulk, among many others, as well as the recurring panel of Titans that include David Meltzer – Chairman of the Napoleon Hill Institute and Former CEO of the Leigh Steinberg Sports & Entertainment agency; Jayson Waller – thought leader, CEO of multiple multi-million-dollar companies, and host of the popular ‘*Jayson Waller Unleashed’Podcast;*and Rory J. Cutaia – the Show’s creator and the Founder, Chairman and CEO of Verb, each of whom are executive producers and minority owners.

Previous report

VanityPrescribed, and GoodGirlRX represent a new telehealth initiative that leverages MARKET.live’s social commerce technology, which the Company intends to employ to disrupt the traditional healthcare model by utilizing social commerce capabilities to provide tailored healthcare solutions at affordable, fixed prices, without hidden fees, membership costs, or inflated markups. On March 11, 2025, the Company announced the launch of GoodGirlRx.com, a partnership under VanityPrescribed with Savannah Chrisley, a well-known lifestyle personality with millions of social media followers and an advocate for health and wellness. Through GoodGirlRx.com, customers will have access to convenient, no-hassle telehealth services and pharmaceuticals that offer fixed pricing regardless of dosage, breaking away from the industry’s traditional model of excessive pricing and gatekeeping. Subscription pricing is also available through the site.

Previous report

Vanity Prescribed/GoodGirlRx.com derives revenue from the sale of pharmaceutical and health-care products, both through long-term subscriptions and non-prescription programs.

Previous report

Historically, and continuing up through June 13, 2023, we were a Software-as-a-Service (“SaaS”) applications platform developer that offered a SaaS platform for the direct sales industry comprised of a suite of interactive video-based sales enablement business software products marketed on a subscription basis, (the “SaaS Assets”).

Previous report

On June 13, 2023, the Company disposed of all of its operating SaaS Assets pursuant to an asset purchase agreement in consideration of the sum of $6.5 million, $4.75 million of which was paid in cash by the buyer at the closing of the transaction (the “Sale of the SaaS Assets”). An additional payment in the aggregate of $0.75 million will be paid by the buyer if certain profitability and revenue targets are met during the second year following the closing date as set forth more particularly in the asset purchase agreement. A similar payment would have been due and payable to the Company after the first year following the closing if the buyer had met certain profitability and revenue targets specified in the asset purchase agreement, which it failed to meet. The sale of the SaaS Assets was undertaken to allow the Company to focus its resources on its then burgeoning MARKET.live business unit which it expects over time will create greater shareholder value.

Previous report

Our business is dependent in part on general economic conditions. Many jurisdictions in which our customers are located and our products are sold have experienced and could continue to experience unfavorable general economic conditions, such as inflation, increased interest rates and recessionary concerns, which could negatively affect demand for our products. Under difficult economic conditions, customers may seek to cease spending on our current products or fail to adopt our new products. We cannot predict the timing or impact of an economic slowdown, or the timing or strength of any economic recovery. These and other economic factors could have a material adverse effect on our business, financial condition, and results of operations.

Previous report

On August 3, 2025, the Company entered into a subscription agreement for the sale of shares of its common stock, $0.0001 par value per share (“Common Stock”), at a purchase price of $9.51 per share, or pre-funded warrants to purchase shares of Common Stock in lieu thereof at a purchase price per warrant of $9.5099, to certain institutional investors in a private investment in public equity transaction (the “PIPE”). The expected gross proceeds are approximately $558 million before deducting placement agent fees and other offering expenses. The net proceeds from the PIPE are intended to be used to acquire Toncoin, the native cryptocurrency of The Open Network (“TON”) blockchain, which will position it to implement a TON treasury strategy (the “TON Treasury Strategy”), and for working capital and general corporate purposes. The PIPE is expected to close on or about August 7, 2025.

Previous report

Toncoin will serve as the Company’s primary treasury reserve asset. The implementation of the TON Treasury Strategy is expected to result in the Company being one of the largest holders of Toncoin globally and enable it to generate sustainable staking rewards, which is discussed in greater detail below. In connection with implementation of the TON Treasury Strategy, the Company also expects to rebrand as TON Strategy Co. In addition, the Company’s existing business operations will continue and are expected to continue to expand.

Previous report

In implementing the TON Treasury Strategy, the Company expects to use a majority of its cash and cash flows to effect on-TON blockchain purchases in order to build and maintain a position in Toncoin. On July 31, 2025, Verb Subsidiary 3, Corp., a wholly owned subsidiary of the Company, entered into a purchase agreement to purchase Toncoin in the aggregate amount of approximately $272.7 million at a purchase price of $1.83 per Toncoin, representing an approximate 40% discount to market price as of July 31, 2025. The Company expects the discount will lead to a greater yield relative to other blockchain platforms. Telegram will also waive transfer restrictions on locked-up Toncoin to support the Company in implementing its TON Treasury Strategy.

Previous report

Following closing of the PIPE, the Company expects to have (i) a large percentage of its share capital subject to lock-up (between six to 12 months, subject to customary exceptions), (ii) one of the largest cash assets to total assets raised among digital asset treasury companies for non-bitcoin and non-ethereum digital assets, (iii) one of the largest cash assets to underlying market value of circulating supply of Toncoin; and (iv) significant cash reserves to grow its Toncoin treasury following its launch.

Previous report

In addition, TON operates as a PoS consensus model, where validators are responsible and incentivized to verify user transactions, which the Company believes contributes to TON’s overall stability. The Company’s accumulation of Toncoin is expected to be accretive, as acquisitions on Toncoin will enable it to generate staking rewards to initiate, manage, and grow its Toncoin exposure in a sustainable, cash flow positive manner. For information related to liquidity-related risks, among others, associated with the TON Treasury Strategy, please refer to the section entitled “Risk Factors” within this Quarterly Report.

Previous report

The table below sets forth our quarterly revenues from the quarter ended September 30, 2023 (first quarter following the SaaS sale) through the quarter ended June 30, 2025, which reflects the trend of revenue over the past eight fiscal quarters:

Previous report

Cost of revenue, exclusive of depreciation and amortization was $611 for the three months ended June 30, 2025, as compared to $31 for the three months ended June 30, 2024. The increase of $580 is attributable to the revenue increase of $2,086 as compared to the prior year comparable period.

Previous report

Depreciation and amortization expenses were $336 for the three months ended June 30, 2025, as compared to $269 for the three months ended June 30, 2024. The increase of $67 is primarily due to the additional amortization expense resulting from the addition of intangible assets related to the acquisition of Lyvecom in April 2025.

Previous report

General and administrative expenses including stock compensation expense were $4,110 for the three months ended June 30, 2025, as compared to $2,142 for the three months ended June 30, 2024. General and administrative expenses excluding stock compensation expense were $2,565 for the three months ended June 30, 2025, as compared to $1,782 for the three months ended June 30, 2024. The increase of $783, or 44%, is primarily due to an increase in bonus accruals and payments to personnel related to the goals of business development of the Company’s segments combined with an increase in advertising costs both offset by a decrease in software costs resulting from the acquisition of Lyvecom.

Previous report

Cost of revenue, exclusive of depreciation and amortization was $611 for the three months ended June 30, 2025, as compared to $347 for the three months ended March 31, 2025. The increase of $264 is attributable to the revenue increase of $818 as compared to the three months ended March 31, 2025.

Previous report

Depreciation and amortization expenses were $336 for the three months ended June 30, 2025, as compared to $286 for the three months ended March 31, 2025. The increase of $50 is primarily due to the additional amortization expense resulting from the addition of intangible assets related to the acquisition of Lyvecom in April 2025.

Previous report

General and administrative expenses including stock compensation expense were $4,110 for the three months ended June 30, 2025, as compared to $3,331 for the three months ended March 31, 2025. General and administrative expenses excluding stock compensation expense were $2,565 for the three months ended June 30, 2025, as compared to $2,373 for the three months ended March 31, 2025. The increase of $192, or 8%, is primarily due to an increase in bonus accruals and payments to personnel related to the goals of business development of the Company’s segments offset by a decrease in professional fees associated with the acquisition of Lyvecom in April 2025 and a decrease in software costs resulting from the acquisition.

Previous report

Six Months Ended June 30, 2025 as Compared to the Six Months Ended June 30, 2024

Previous report

The following is a comparison of our results of operations for the six months ended June 30, 2025 and 2024 (in thousands):

Previous report

Cost of revenue, exclusive of depreciation and amortization was $958 for the six months ended June 30, 2025, as compared to $36 for the six months ended June 30, 2024. The increase of $922 is attributable to the revenue increase of $3,384 as compared to the prior year comparable period.

Previous report

Depreciation and amortization expenses were $622 for the six months ended June 30, 2025, as compared to $525 for the six months ended June 30, 2024. The increase of $97 is primarily due to the additional amortization expense resulting from the addition of intangible assets related to the acquisition of Lyvecom in April 2025.

Previous report

(a) Represents a litigation accrual in 2024. Represents severance costs in addition to acquisition costs incurred for Lyvecom acquisition in 2025.

Previous report

For the six months ended June 30, 2025, our cash used in operating activities from continuing operations amounted to $(3,356), compared to cash used in operating activities for the six months ended June 30, 2024 of $(5,250). The decrease in cash used in operating activities of $1,894 is primarily due to an increase in revenue of $3,384 partially offset by an increase in costs associated with this revenue increase as compared to the prior year comparable period.

Previous report

For the six months ended June 30, 2025, our cash flows provided by financing activities amounted to $4,582 primarily due to our preferred stock offering in April 2025 of $5,000 partially offset by offering costs of $300 and a repayment of note payable of $118.

Previous report

A performance obligation is a promise in a contract to transfer a distinct product. Performance obligations promised in a contract are identified based on the goods that will be transferred that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the goods is separately identifiable from other promises in the contract. Performance obligations for each segment are described below within each segment’s discussion of revenue recognition.

Previous report

Revenue is recognized on a net basis from maintaining e-commerce platforms and online orders, as for certain services the Company is engaged in an agency relationship with its customers and earns defined amounts based on the individual contractual terms for the customer and the Company does not take possession of the customers’ inventory or any credit risks relating to the products sold.

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Reworded paragraphs (20)

Previous wording

The following discussion and analysis of the results of operations and financial condition of our company for the three- and six-month periods ended June 30, 2025 and 2024 should be read in conjunction with the financial statements and related notes and the other financial information that are included elsewhere in this Quarterly Report on Form 10-Q. This discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Forward-looking statements are statements not based on historical fact and which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to business decisions, are subject to change. These uncertainties and contingencies can cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. We disclaim any obligation to update forward-looking statements. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Current wording

The following discussion and analysis of the results of operations and financial condition of our company for the three- and nine-month periods ended September 30, 2025 and 2024 should be read in conjunction with the financial statements and related notes and the other financial information that are included elsewhere in this Quarterly Report on Form 10-Q. This discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Forward-looking statements are statements not based on historical fact and which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to business decisions, are subject to change. These uncertainties and contingencies can cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. We disclaim any obligation to update forward-looking statements. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Previous wording

As used in this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” and “Verb” refer to Verb Technology Company, Inc., a Nevada corporation, individually, or as the context requires, collectively with its subsidiaries, Verb Direct, LLC, Verb Acquisition Co., Inc., Vanity Prescribed LLC, Good Girl LLC, and verbMarketplace, LLC, dba MARKET.live, on a consolidated basis, unless otherwise specified.

Current wording

As used in this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” and “Verb” refer to Ton Strategy Company, a Nevada corporation, individually, or as the context requires, collectively with its subsidiaries, Verb Direct, LLC, Verb Acquisition Co., Inc., Vanity Prescribed LLC, Good Girl LLC, verbMarketplace, LLC, dba MARKET.live, VERB Subsidiary 1, Corp., VERB Subsidiary 2, Corp., and VERB Subsidiary 3, Corp., on a consolidated basis, unless otherwise specified.

Previous wording

Our business is currently comprised of four distinct, yet complimentary business units. They are MARKET.live, a livestream shopping platform and digital media agency; LyveCom, an AI social commerce technology software provider; Go Fund Yourself, a social crowd-funding platform and interactive reality TV show for Regulation CF and Regulation A issuers; and a telehealth business unit that is comprised of two wellness-focused ecommerce sites, VanityPrescribed and GoodGirlRX.

Current wording

Our business is currently comprised of four distinct, yet complimentary business units. They are TON Strategy Company, a digital asset treasury; MARKET.live, a livestream shopping platform and digital media agency; LyveCom, an AI social commerce technology software provider; Go Fund Yourself, a social crowd-funding platform and interactive reality TV show for Regulation CF and Regulation A issuers.

Previous wording

TON is a blockchain platform originally developed by the creators of Telegram, a cloud-based, cross-platform social media and instant messaging service with over one billion monthly active users. Initially named the Telegram Open Network, with its native token Grams, the project faced a U.S. regulatory challenge, as discussed in the section entitled “Risk Factors” within this Quarterly Report, that resulted in Telegram ceasing its involvement in the Telegram Open Network blockchain. Grams were not fully developed, and the test version of the tokens was placed into smart contracts, which anyone could mine. A community of open-source developers continued development of the Telegram Open Network, using its codebase, architecture, and documentation, subsequently updating its testnet to mainnet and rebranding it as TON, and used the open-source code as the basis for Toncoin, which became TON’s native token. The TON Foundation, a non-profit organization and network of developers and many network contributors in the TON community, now supports, but does not control or govern, TON blockchain and TON ecosystem.

Current wording

TON is a blockchain platform originally developed by the creators of Telegram, a cloud-based, cross-platform social media and instant messaging service with over one billion monthly active users. Initially named the Telegram Open Network, with its native token Grams, the project faced a U.S. regulatory challenge, that resulted in Telegram ceasing its involvement in the Telegram Open Network blockchain. Grams were not fully developed, and the test version of the tokens was placed into smart contracts, which anyone could mine. A community of open-source developers continued development of the Telegram Open Network, using its codebase, architecture, and documentation, subsequently updating its testnet to mainnet and rebranding it as TON, and used the open-source code as the basis for Toncoin, which became TON’s native token. The TON Foundation, a non-profit organization and network of developers and many network contributors in the TON community, now supports, but does not control or govern, TON blockchain and TON ecosystem.

Previous wording

TON blockchain is a layer-1 blockchain designed to be a scalable, user-friendly platform that supports various decentralized applications. Operating on a Proof of Stake (“PoS”) consensus model, TON aims to enhance network scalability, security, and energy efficiency. Validators help secure, and run, TON, which is accomplished by staking Toncoin, earning rewards for their participation, and contributing to the network’s overall stability. Toncoin is also used for paying transaction and gas fees and participating in governance. The functionality of TON depends on the use of Toncoin to power transactions and smart contracts that are essential to the applications built on top of TON. Furthermore, the use of Toncoin by validators facilitates the security features on which TON relies.

Current wording

TON blockchain is a layer-1 blockchain designed to be a scalable, user-friendly platform that supports various decentralized applications. Operating on a Proof of Stake consensus model, TON aims to enhance network scalability, security, and energy efficiency. Validators help secure, and run, TON, which is accomplished by staking Toncoin, earning rewards for their participation, and contributing to the network’s overall stability. Toncoin is also used for paying transaction and gas fees and participating in governance. The functionality of TON depends on the use of Toncoin to power transactions and smart contracts that are essential to the applications built on top of TON. Furthermore, the use of Toncoin by validators facilitates the security features on which TON relies.

Previous wording

Implementation of the Company’s TON Treasury Strategy is bolstered by an exclusive partnership between Telegram and the TON Foundation. From 2023 to 2024, Toncoin experienced significant growth in active addresses and wallets. Moreover, in 2024, TON blockchain was the fastest growing blockchain by transactions. In January 2025, Telegram and the TON Foundation announced that TON blockchain would become the exclusive blockchain infrastructure powering Telegram’s Mini App ecosystem, allowing Telegram users to use Toncoin within Telegram without leaving the interface. This enables TON to leverage Telegram’s fast-growing user population to scale distribution. In July 2025, TON Wallet, a self-custodial wallet built into Telegram’s interface, went live in the United States. Due to these relationships, particularly the relationship with Telegram, Toncoin holders can utilize Telegram’s built-in crypto tools and existing platform to access and use Toncoin and TON ecosystem to pay with Toncoin at approximately 100 million global retailers, including any point-of-sale device, even if the merchant does not accept cryptocurrency, send and exchange crypto, including NFTs and digital gifts, complete payments or create invoices using QR codes, engage in cross-border stablecoin transactions, and generate income from Telegram-native apps and games built on Toncoin, among other things.

Current wording

Implementation of the Company’s TON Treasury Strategy was bolstered by an exclusive partnership between Telegram and the TON Foundation. From 2023 to 2024, Toncoin experienced significant growth in active addresses and wallets. Moreover, in 2024, TON blockchain was the fastest growing blockchain by transactions. In January 2025, Telegram and the TON Foundation announced that TON blockchain would become the exclusive blockchain infrastructure powering Telegram’s Mini App ecosystem, allowing Telegram users to use Toncoin within Telegram without leaving the interface. This enables TON to leverage Telegram’s fast-growing user population to scale distribution. In July 2025, TON Wallet, a self-custodial wallet built into Telegram’s interface, went live in the United States. Due to these relationships, particularly the relationship with Telegram, Toncoin holders can utilize Telegram’s built-in crypto tools and existing platform to access and use Toncoin and TON ecosystem to pay with Toncoin at approximately 100 million global retailers, including any point-of-sale device, even if the merchant does not accept cryptocurrency, send and exchange crypto, including NFTs and digital gifts, complete payments or create invoices using QR codes, engage in cross-border stablecoin transactions, and generate income from Telegram-native apps and games built on Toncoin, among other things.

Previous wording

On February 28, 2025, the Company entered into a Binding Term Sheet (the “Binding Term Sheet”) with Lyvecom, Inc. (“Lyvecom”) and the shareholders of Lyvecom (the “Lyvecom Shareholders”) to acquire all the outstanding capital stock of Lyvecom (the “Acquisition”). On April 11, 2025, the Company, Lyvecom and the Lyvecom Shareholders entered into a definitive Stock Purchase Agreement with respect to the Acquisition that incorporated the terms of the Binding Term Sheet (the “Purchase Agreement”). The Acquisition closed on April 11, 2025. The purchase price paid for the shares of capital stock of Lyvecom was $3.0 million in cash, the repayment of $1.125 million to certain investors in Lyvecom’s Simple Agreement for Future Equity (S.A.F.E.) instruments, the payment of $100,000 to a Lyvecom related party to satisfy an existing loan to Lyvecom, and the issuance of 184,812 restricted shares of the Company’s common stock (the “Restricted Shares”) having a value of $1.0 million on the closing date based on a 30-day volume weighted average price of approximately $5.41 per share. The Restricted Shares are subject to a lock-up agreement and a leak-out agreement. The Purchase Agreement also provides for an earn-out payment to the Lyvecom Shareholders of up to an additional $3.0 million in cash over a 24-month earn-out period based on Lyvecom’s achievement of various performance metrics.

Current wording

On February 28, 2025, the Company entered into a Binding Term Sheet (the “Binding Term Sheet”) with Lyvecom, Inc. (“Lyvecom”) and the shareholders of Lyvecom (the “Lyvecom Shareholders”) to acquire all the outstanding capital stock of Lyvecom (the “Acquisition”). On April 11, 2025, the Company, Lyvecom and the Lyvecom Shareholders entered into a definitive Stock Purchase Agreement with respect to the Acquisition that incorporated the terms of the Binding Term Sheet (the “Purchase Agreement”). The Acquisition closed on April 11, 2025. The purchase price paid for the shares of capital stock of Lyvecom was $3.0 million in cash, the repayment of $1.125 million to certain investors in Lyvecom’s Simple Agreement for Future Equity (S.A.F.E.) instruments, the payment of $0.1 million to a Lyvecom related party to satisfy an existing loan to Lyvecom, and the issuance of 184,812 restricted shares of the Company’s common stock (the “Restricted Shares”) having a value of $1.0 million on the closing date based on a 30-day volume weighted average price of approximately $5.41 per share. The Restricted Shares are subject to a lock-up agreement and a leak-out agreement. The Purchase Agreement also provides for an earn-out payment to the Lyvecom Shareholders of up to an additional $3.0 million in cash over a 24-month earn-out period based on Lyvecom’s achievement of various performance metrics.

Previous wording

The Company had accrued $85 in preferred stock dividend payable as of June 30, 2025. On August 1, 2025, the Company redeemed in full all outstanding Shares. The redemption was effected pursuant to the terms and conditions set forth in the Certificate of Designation of the Shares. The Company paid an aggregate cash amount equal to the applicable Series D preferred liquidation amount (the original issue price plus any accrued but unpaid 9% annual preferred return).

Current wording

On August 1, 2025, the Company redeemed in full all outstanding Shares. The redemption was effected pursuant to the terms and conditions set forth in the Certificate of Designation of the Shares. The Company paid an aggregate cash amount of $6.2 million equal to the applicable Series D preferred liquidation amount (the original issue price plus any accrued but unpaid 9% annual preferred return).

Previous wording

The following is a comparison of our results of operations for the three months ended June 30, 2025 and March 31, 2025 (in thousands):

Current wording

The following is a comparison of our results of operations for the TON segment for the three and nine months ended September 30, 2025 (in thousands):

Previous wording

Revenue was $2,123 for the three months ended June 30, 2025, as compared to $37 for the three months ended June 30, 2024. The revenue increase of $2,086, representing an increase of 5,638%, is primarily attributable to revenue received from our MARKET.live business unit services packages and from our Go Fund Yourself business unit which began its operations in July 2024.

Current wording

Revenue was $2,902 for the three months ended September 30, 2025, as compared to $128 for the three months ended September 30, 2024. The revenue increase of $2,774, representing an increase of 2,167%, was primarily attributable to revenue received from our MARKET.live business unit services packages and from our Go Fund Yourself business unit which began its operations in July 2024.

Previous wording

Other income, net, for the three months ended June 30, 2025 was $329, which was primarily attributable to interest income of $90, unrealized gain on short-term investments of $38, and other income, net of $201.

Current wording

Other income, net, for the three months ended September 30, 2025 was $473, which was primarily attributable to interest income of $289 and other income, net of $184.

Previous wording

Revenue was $2,123 for the three months ended June 30, 2025, as compared to $1,305 for the three months ended March 31, 2025. The revenue increase of $818, representing an increase of 63%, is primarily attributable to growth from our MARKET.live business unit services packages and from tremendous growth in our Go Fund Yourself business unit.

Current wording

Revenue was $2,902 for the three months ended September 30, 2025, as compared to $2,123 for the three months ended June 30, 2025. The revenue increase of $779, representing an increase of 37%, was primarily attributable to growth from our MARKET.live business unit services packages.

Previous wording

Revenue was $3,428 for the six months ended June 30, 2025, as compared to $44 for the six months ended June 30, 2024. The revenue increase of $3,384, representing an increase of 7,691%, is primarily attributable to revenue received from our MARKET.live business unit services packages and from our Go Fund Yourself business unit which began its operations in July 2024.

Current wording

Revenue was $6,330 for the nine months ended September 30, 2025, as compared to $172 for the nine months ended September 30, 2024. The revenue increase of $6,158, representing an increase of 3,580%, was primarily attributable to revenue received from our MARKET.live business unit services packages and from our Go Fund Yourself business unit which began its operations in July 2024.

Previous wording

General and administrative expenses including stock compensation expense were $7,441 for the six months ended June 30, 2025, as compared to $5,105 for the six months ended June 30, 2024. General and administrative expenses excluding stock compensation expense were $4,938 for the six months ended June 30, 2025, as compared to $4,367 for the six months ended June 30, 2024. The increase of $571, or 13%, is primarily due to an increase in bonus accruals to personnel related to the goals of business development of the Company’s segments and expansion costs related to the segments that were formed in July 2024, an increase in advertising costs for these new segments and an increase in professional fees associated with the acquisition of Lyvecom in April 2025. These increases were partially offset by a decrease in software costs resulting from the acquisition of Lyvecom.

Current wording

General and administrative expenses including stock compensation expense were $24,731 for the nine months ended September 30, 2025, as compared to $7,218 for the nine months ended September 30, 2024. General and administrative expenses excluding stock compensation expense were $7,781 for the nine months ended September 30, 2025, as compared to $6,260 for the nine months ended September 30, 2024. The increase of $1,521, or 24%, was primarily due to an increase in bonus accruals to personnel related to the goals of business development of the Company’s segments and expansion costs related to the segments that were formed in July 2024, an increase in advertising costs for these new segments and an increase in legal fees and professional services resulting from the PIPE offering.

Previous wording

Other income, net, for the six months ended June 30, 2025 was $550, which was primarily attributable to interest income of $211, unrealized gain on short-term investments of $121, and other income, net of $219.

Current wording

Other income, net, for the nine months ended September 30, 2025 was $1,023, which was primarily attributable to interest income of $500 and other income, net of $524.

Previous wording

In addition to our results under generally accepted accounting principles (“GAAP”), we present Modified EBITDA as a supplemental measure of our performance. However, Modified EBITDA is not a recognized measurement under GAAP and should not be considered as an alternative to net income, income from operations or any other performance measure derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of liquidity. We define Modified EBITDA as net income (loss), plus depreciation and amortization, share-based compensation, unrealized (gain) loss on short-term investments, interest expense, financing costs, income tax expense (benefit) and other (income) expense, and other non-recurring charges.

Current wording

In addition to our results under generally accepted accounting principles (“GAAP”), we present Modified EBITDA as a supplemental measure of our performance. However, Modified EBITDA is not a recognized measurement under GAAP and should not be considered as an alternative to net income, income from operations or any other performance measure derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of liquidity. We define Modified EBITDA as net income (loss), plus depreciation and amortization, share-based compensation, unrealized (gain) loss on short-term investments, interest expense, financing costs, income tax expense (benefit) net (gain) loss on crypto assets, and other (income) expense, and other non-recurring charges.

Previous wording

As of June 30, 2025 and December 31, 2024, we had the following balances of cash, restricted cash, and highly liquid investments.

Current wording

As of September 30, 2025 and December 31, 2024, we had the following balances of cash, restricted cash, highly liquid investments and crypto currency.

Previous wording

The following is a summary of our cash flows from operating, investing, and financing activities for the six months ended June 30, 2025 and 2024 (in thousands):

Current wording

The following is a summary of our cash flows from operating, investing, and financing activities for the nine months ended September 30, 2025 and 2024 (in thousands):

Previous wording

For the six months ended June 30, 2025, our cash flows used in investing activities amounted to $(4,488), primarily due to our acquisition of Lyvecom, Inc.

Current wording

For the nine months ended September 30, 2025, our cash flows used in investing activities amounted to $(294,507), primarily due to our purchase of digital assets.

Previous wording

Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and, therefore, are excluded from net sales in the consolidated statements of operations. Revenues during the three and six months ended June 30, 2025 and 2024, were substantially all generated from clients and customers located within the United States of America.

Current wording

Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and, therefore, are excluded from net sales in the consolidated statements of operations. Revenues during the three and nine months ended September 30, 2025 and 2024, were substantially all generated from clients and customers located within the United States of America.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

In addition to our digital asset business, the Company has three additional complementary business units. They are MARKET.live, a livestream shopping platform and digital media agency; LyveCom, an AI social commerce technology software provider; Go Fund Yourself, a social crowd-funding platform and interactive reality TV show for Regulation CF and Regulation A issuers. During the period ending September 30, 2025, the Company dissolved Vanity Prescribed LLC and sold Good Girl LLC both wellness focused ecommerce sites providing telehealth services.
Rearranged previous paragraphs (4)

Previous report — wording carried elsewhere

Revenue is recognized in an amount that reflects the contractual consideration that the Company receives in exchange for its services. The Company does not take possession of the customers’ inventory or any credit risks relating to the products sold.

Previous report — wording carried elsewhere

Implementation of the TON Treasury Strategy

Previous report — wording carried elsewhere

MARKET.live revenue is derived from contract-based recurring fee revenue services that include, among other things, a full suite of social commerce services for consumer brands and merchants seeking to adopt or expand online commerce and social selling capabilities, including end-to-end creative services such as content creation and full remote and in-studio production services, host/influencer/affiliate casting and management, TikTok Shop and other social media platform online store creation, set-up and establishment, maintenance and enhancements. Clients are referred to us through our existing partnership with TikTok Shop and other social media channels, as well as from several brand agencies with whom we maintain affiliate relationships. The revenue associated with these services is typically recognized over time as the performance obligations are completed.

Previous report — wording carried elsewhere

Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and, therefore, are excluded from net sales in the consolidated statements of operations.