TON Strategy Co

Ratification of Equity Award Grants and Equity Issuances

On March 28, 2026, our Board adopted resolutions by unanimous written consent, pursuant to Nevada Revised Statutes 78.315(2), or the Ratifications, and authorizing, approving, ratifying or confirming, as applicable, the issuance of certain equity awards (including options, restricted stock awards and restricted stock units), or the Equity Awards, under our 2019 Stock and Incentive Compensation Plan, as amended, or the Incentive Plan, and the issuance of shares of common stock upon the exercise of such Equity Awards. The Ratifications are intended to rectify potential concerns that such shares were issued in excess of the number of shares available for issuance under the Incentive Plan’s share reserve at the time of issuance. Under Nevada Revised Statutes 11.380, the statute of limitations for claims against directors of a Nevada corporation is generally three years after the discovery by the aggrieved party of the facts upon which the liability was created, but other provisions of the Nevada Revised Statutes could provide for statutes of limitation of up to 6 years in other contexts. We expect that the public filing of this Annual Report on Form 10-K with the Securities and Exchange Commission should commence the statute of limitations for any defective corporate act referenced in this Annual Report on Form 10-K.

Additionally, we determined that there was lack of clarity on when we effected our reverse stock splits in 2023 and 2024. In order to correct and confirm the effective date for each of the reverse stock splits, we filed certificates of correction with the Nevada Secretary of State on March 30, 2026 to correct the effective date and time of the amendments to our articles or incorporation memorializing the reverse stock splits to April 19, 2023 and October 9, 2024, respectively.

Shares Issued Under Certain Employee Benefit Plans

The Company determined that some of the equity awards granted pursuant to our 2019 Stock and Incentive Compensation Plan, as amended, and the shares issued upon exercise or vesting of these equity awards may not have been registered or had a valid exemption from registration or qualification under the Securities Act of 1933 and/or the securities laws of certain states.

Notice to Nasdaq of Possible Violation

On March 27, 2026, we provided notice to the Nasdaq Staff regarding our possible violation of Nasdaq Listing Rule 5635(c). The notification to Nasdaq related to our recent determination that the Excess Awards were inadvertently issued in excess of the amount available under the Incentive Plan, and such issuance of Excess Awards may have required additional shareholder approval. On March 30, 2026, we received a letter, or the Letter, from the Nasdaq Staff acknowledging our notice. The Letter has no immediate effect on our continued listing on Nasdaq, subject to our compliance with other continued listing requirements. Pursuant to the Nasdaq Listing Rules, we have 45 calendar days from March 30, 2026 to submit a plan to regain compliance. We intend to work closely and expeditiously with Nasdaq in an effort to resolve this matter. We intend to submit, within the requisite period, a plan to regain compliance under the Nasdaq Listing Rules. If the plan is accepted, Nasdaq may grant us an extension of 180 calendar days from the date of the Letter to evidence compliance. There can be no assurance that Nasdaq will accept our plan or that we will be able to regain compliance with the applicable listing requirements.

Rule 10b5-1 Trading Arrangement