TON Strategy Co
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
INDEX TO EXHIBITS
| Where Located | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Description* | Form | File Number | Exhibit Number | Filing Date | Filed Herewith |
| 3.1 | Articles of Incorporation as filed with the Secretary of State of the State of Nevada on November 27, 2012 | S-1 | 333-187782 | 3.1 | 04/08/2013 | |
| 3.2 | Certificate of Change as filed with the Secretary of State of the State of Nevada on October 6, 2014 | 8-K | 001-38834 | 3.3 | 10/22/2014 | |
| 3.3 | Articles of Merger as filed with the Secretary of State of the State of Nevada on October 6, 2014 | 8-K | 001-38834 | 3.4 | 10/22/2014 | |
| 3.4 | Articles of Merger as filed with the Secretary of State of the State of Nevada on April 4, 2017 | 8-K | 001-38834 | 3.5 | 04/24/2017 | |
| 3.5 | Certificate of Correction as filed with the Secretary of State of the State of Nevada on April 17, 2017 | 8-K | 001-38834 | 3.6 | 04/24/2017 | |
| 3.6 | Certificate of Change as filed with the Secretary of State of the State of Nevada on February 1, 2019 | 10-K | 001-38834 | 3.7 | 02/07/2019 | |
| 3.7 | Articles of Merger as filed with the Secretary of State of the State of Nevada on January 31, 2019 | 10-K | 001-38834 | 3.8 | 02/07/2019 | |
| 3.8 | Certificate of Correction as filed with the Secretary of State of the State of Nevada on February 22, 2019 | S-1/A | 333-226840 | 3.9 | 03/14/2019 | |
| 3.9 | Articles of Merger of Sound Concepts, Inc. with and into NF Merger Sub, Inc. as filed with the Utah Division of Corporations and Commercial Code on April 12, 2019 | 10-Q | 001-38834 | 3.10 | 05/15/2019 | |
| 3.10 | Statement of Merger of Verb Direct, Inc. with and into NF Acquisition Company, LLC as filed with the Utah Division of Corporations and Commercial Code on April 12, 2019 | 10-Q | 001-38834 | 3.11 | 05/15/2019 | |
| 3.11 | Certificate of Amendment to the Articles of Incorporation dated April 17, 2023 | 8-K | 001-38834 | 3.1 | 04/18/2023 | |
| 3.12 | Certificate of Amendment to the Articles of Incorporation dated September 27, 2024 | 8-K | 001-38834 | 3.1 | 09/27/2024 | |
| 3.13 | Certificate of Amendment to the Company’s Articles of Incorporation, effective as of September 2, 2025 | 8-K | 001-38834 | 3.1 | 08/29/2025 | |
| 3.14 | Amended and Restated Bylaws of the Company, as amended, effective as of September 2, 2025 | 8-K | 001-38834 | 3.2 | 08/29/2025 | |
| 3.15 | Certificate of Correction as filed with the Secretary of State of the State of Nevada on March 30, 2026 | * | ||||
| 3.16 | Certificate of Correction as filed with the Secretary of State of the State of Nevada on March 30, 2026 | * | ||||
| 4.1 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | * | ||||
| Where Located | |||||
|---|---|---|---|---|---|
| Exhibit Number · Description* · Form · File Number · Exhibit Number · Filing Date · Filed Herewith | |||||
| 4.2 | Common Stock Purchase Warrant dated January 11, 2018 issued to EMA Financial, LLC | 8-K | 001-38834 | 10.3 | 01/26/2018 |
| 4.3 | Form of Common Stock Purchase Warrant Issued in August 2019 | 10-Q | 001-38834 | 4.37 | 08/14/2019 |
| 4.4 | Form of Common Stock Purchase Warrant Issued April 25, 2022 | 8-K | 001-38834 | 4.1 | 4/22/2022 |
| 4.5 | Form of Common Stock Purchase Warrant Issued in October 2022 | 8-K | 001-38834 | 4.1 | 10/25/2022 |
| 10.1# | 2019 Stock and Incentive Compensation Plan | DEF 14A | 001-38834 | 09/11/2020 | |
| 10.2# | Amendment to 2019 Stock and Incentive Compensation Plan | DEF 14A | 001-38834 | 2/28/2023 | |
| 10.3# | 2019 Omnibus Incentive Plan | S-8 | 333-235684 | 4.13 | 12/23/2019 |
| 10.4# | Employment Agreement, effective August 7, 2025, by and between the Company and Veronika Kapustina | 8-K | 001-38834 | 10.2 | 08/08/2025 |
| 10.5# | Employment Agreement, effective August 7, 2025, by and between the Company and Sarah Olsen | 8-K | 001-38834 | 10.3 | 08/08/2025 |
| 10.6# | Form of Indemnity Agreement between the Company and each of its Executive Officers and Directors | 10-K/A | 001-38834 | 10.43 | 06/04/2020 |
| 10.7 | At-the-Market Issuance Sales Agreement, dated November 16, 2021, between the Company and Truist Securities, Inc. | 8-K | 001-38834 | 1.1 | 11/16/2021 |
| 10.8 | Common Stock Purchase Agreement, dated January 12, 2022, between the Company and Tumim Stone Capital LLC | 8-K | 001-38834 | 10.1 | 1/13/2022 |
| 10.9 | Securities Purchase Agreement, dated January 12, 2022, amongst the Company and certain institutional investors identified therein | 8-K | 001-38834 | 10.2 | 1/13/2022 |
| 10.10 | Stock Purchase Agreement by and among the Company, Lyvecom, Inc. and the shareholders of Lyvecom, Inc. | 8-K | 001-38834 | 10.2 | 04/17/2025 |
| 10.11 | Securities Purchase Agreement, dated April 22, 2025, by and between the Company and Streeterville Capital, LLC | 8-K | 001-38834 | 10.1 | 04/25/2025 |
| 10.12 | Form of Securities Purchase Agreement, dated April 20, 2022 | 8-K | 001-38834 | 10.1 | 04/22/2022 |
| 10.13 | Form of Securities Purchase Agreement, dated October 25, 2022 | 8-K | 001-38834 | 10.1 | 10/28/2022 |
| 10.14 | Form of Subscription Agreement, dated as of August 3, 2025, by and between Verb Technology Company, Inc., VERB Subsidiary 1, Corp., VERB Subsidiary 2, Corp., VERB Subsidiary 3, Corp. and certain investors party thereto. | 8-K | 001-38834 | 10.1 | 08/04/2025 |
| Where Located | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Description* | Form | File Number | Exhibit Number | Filing Date | Filed Herewith |
| 10.15 | Underwriting Agreement, dated January 24, 2023, by and between the Company and Aegis Capital Corp | 8.K | 001-38834 | 1.1 | 01/26/2023 | |
| 10.16 | Subscription and Investment Representation Agreement, dated February 17, 2023, by and between the Company and purchaser signatory thereto | 8-K | 001-38834 | 10.1 | 02/17/2023 | |
| 10.17 | Asset Purchase Agreement dated June 13, 2023, between Ton Strategy Company and SW Direct Sales, LLC. | 8-K | 001-38834 | 10.1 | 06/20/2023 | |
| 10.18 | ATM Sales Agreement by and between Ton Strategy Company and Ascendiant Capital Markets, LLC, dated December 15, 2023 | 8-K | 001-38834 | 1.1 | 12/15/2023 | |
| 10.19 | Form of Subscription Agreement | 1-A | 024-12400 | 4.1 | 02/14/2024 | |
| 10.20 | Amendment to At-The-Market Issuance Sales Agreement, dated March 19, 2024, with Ascendiant Capital Markets, LLC. | 8-K | 001-38834 | 10.1 | 03/19/2024 | |
| 10.21 | Amendment to At-The-Market Issuance Sales Agreement, dated March 29, 2024, with Ascendiant Capital Markets, LLC. | 8-K | 001-38834 | 10.1 | 03/29/2024 | |
| 10.22 | Amendment to At-The-Market Issuance Sales Agreement, dated May 10, 2024, with Ascendiant Capital Markets, LLC. | 8-K | 001-38834 | 10.1 | 05/10/2024 | |
| 10.23 | Binding Term Sheet by and among Ton Strategy Company, Lyvecom, Inc. and the shareholders of Lyvecom, Inc. dated March 4, 2025 | 8-K | 001-38834 | 10.1 | 03/04/2025 | |
| 19.1 | Insider Trading Policy | 10-K | 001-38834 | 19.1 | 03/25/2025 | |
| 21.1 | Subsidiaries of the Registrant | * | ||||
| 23.1 | Consent of Independent Registered Public Accounting Firm | * | ||||
| Where Located | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Description* | Form | File Number | Exhibit Number | Filing Date | Filed Herewith |
| 31.1 · Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 · * | ||||||
| 31.1 · Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 · * | ||||||
| 32.1 · Certification of Principal Executive Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code · ** | ||||||
| 32.2 · Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code · ** | ||||||
| 97 | Clawback Policy | 10-K | 001-38834 | 97 | 04/01/2024 | |
| 101.INS | Inline XBRL Instance Document | * | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema | * | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | * | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | * | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | * | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | * | ||||
(#) A contract, compensatory plan or arrangement to which a director or executive officer is a party or in which one or more directors or executive officers are eligible to participate.
(*)Filed herewith.
(**) Furnished herewith.
Certain of the agreements filed as exhibits contain representations and warranties made by the parties thereto. The assertions embodied in such representations and warranties are not necessarily assertions of fact, but a mechanism for the parties to allocate risk. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts or for any other purpose at the time they were made or otherwise.
The certifications attached as Exhibit 32 accompany this Annual Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference into any of the registrant’s filings under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in any such filing.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Ton Strategy Company | |
|---|---|
| By: | /s/ Veronika Kapustina |
| Veronika Kapustina | |
| Chief Executive Officer | |
| and | |
| Principal Executive Officer | |
| Date: | March 31, 2026 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ Veronika Kapustina |
|---|---|
| Veronika Kapustina | |
| Chief Executive Officer | |
| (principal executive officer) | |
| By: | /s/ Sarah Olsen |
| Sarah Olsen | |
| Chief Financial Officer | |
| (principal financial and accounting officer) | |
| Date: | March 31, 2026 |
| By: | /s/ Nicolas Cary |
| Nicolas Cary | |
| Director | |
| Date: | March 31, 2026 |
| By: | /s/ Tucker Highfield |
| Tucker Highfield | |
| Director | |
| Date: | March 31, 2026 |
| By: | /s/ Evan Sohn |
| Evan Sohn | |
| Director | |
| Date: | March 31, 2026 |
| By: | /s/ Manuel Stotz |
| Manuel Stotz | |
| Director | |
| Date: | March 31, 2026 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.