TON Strategy Co
For the period ended Mar 31, 2026. Filed May 12, 2026.
View on SEC.govAbout 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.
Mar 31, 2026 · Filed May 12, 2026
TONX$2.74-4.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OPERATIONSCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-12.
0001493152-26-022422
ITEM 2. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe 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.
Compared 127 previous paragraphs and 111 current paragraphs.
35 unchanged; 17 reworded; 59 added; 74 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 13 previous and 14 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 (59)
Current report
All dollar amounts in the below Management’s Discussion and Analysis of Financial Condition and Results of Operations are presented in thousands, unless otherwise noted or the context otherwise provides.
Current report
TON
Current report
In April 2026, The Open Network implemented upgrades to its TON Virtual Machine (TVM), the network’s execution layer, and Catchain 2.0, its consensus mechanism, enhancing overall network efficiency and validation throughput. The Company, in coordination with its service providers, was well positioned to benefit from improved staking yields associated with these changes. Gross staking yields for April were 1.39% vs 0.34% in March.
Current report
Ratification of Equity Award Grants and Equity Issuances
Current report
We determined that a number of equity awards granted pursuant to our 2019 Stock and Incentive Compensation Plan, as amended, or the Incentive Plan, were inadvertently issued in excess of the amount available under the Incentive Plan, or the Excess Awards, and such issuance of Excess Awards may have required additional shareholder approval. Additionally, some of the equity awards granted pursuant to our Incentive Plan and the shares issued upon exercise or vesting of these equity awards may not have been registered or may not have had a valid exemption from registration or qualification under the Securities Act of 1933 and/or the securities laws of certain states.
Current report
Pursuant to Nevada Revised Statues 78.315(2) our Board of Directors adopted resolutions by unanimous written consent to ratify (i) amendments to our Incentive Plan to increase the share reserve under such Incentive Plan, and as may be required in order to align the Incentive Plan and related Equity Awards (as defined below) with all applicable laws, rules and regulations, or the Plan Modifications, and (ii) certain issuances of our shares and grants of equity under the Incentive Plan (including options, restricted stock awards and restricted stock units), or the Equity Awards.
Current report
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 of incorporation memorializing the reverse stock splits to April 19, 2023 and October 9, 2024, respectively.
Current report
Unregistered Equity Award Grants and Equity Issuances Under Certain Employee Benefit Plans
Current report
As mentioned above, we determined that some of the equity awards granted pursuant to our Incentive Plan and the shares issued upon exercise or vesting of these equity awards may not have been registered or may not have had a valid exemption from registration or qualification under the Securities Act of 1933 and/or the securities laws of certain states. Because of the lack of registration and, potentially, the lack of a valid exemption from registration, the equity awards we granted and the shares issued upon exercise or vesting of these equity awards may have been issued in violation of U.S. federal and/or certain state securities laws and we may be subject to claims for rescission or damages.
Current report
Under Securities Act Section 12(a)(1), certain purchasers of unregistered securities have a right to recover, upon the tender of such security the consideration paid for such security with interest, less the amount of any income received, or damages if the security holder no longer holds the security. We currently do not believe that any holder has a claim to rescission for the equity awards since we are not aware of any recipient of a potentially unregistered award having suffered damages as a result of such equity award, or shares issued pursuant to such equity award, not being registered.
Current report
Although we currently do not believe that any holder has a claim for damages or an economic incentive for rescission of the equity awards, or shares issued upon exercise of these equity awards, our belief could be incorrect, it might later become economically advantageous for a holder to seek rescission, or a holder might otherwise seek rescission for other reasons. If such equity awards, or shares issued or issuable pursuant to such equity awards, are subject to rescission, we could be required to rescind these shares and make payments for rescission, damages, and interest to the holders of these equity awards, or shares issued pursuant to such equity awards, in an amount not yet determinable by us. In addition, we could incur further costs as a result of regulatory inquiries, lawsuits, or additional actions we may be required to take to resolve this matter.
Current report
Notice to Nasdaq of Possible Violation
Current report
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.
Current report
Termination of Executive Officers
Current report
On January 26, 2026, the Company and Veronika Kapustina, Chief Executive Officer of the Company, mutually agreed that Ms. Kapustina will be transitioning out of her position as Chief Executive Officer of the Company. Ms. Kapustina is expected to continue to serve as Chief Executive Officer until the Company completes a search and appoints her successor. The Company has engaged Intersection Growth Partners, a third-party executive search firm, to conduct the search for the Company’s next Chief Executive Officer.
Current report
On February 26, 2026, the board of directors of the Company terminated the employment of Rory J. Cutaia, the Company’s Chief Executive Officer of the Company’s Global Digital Media Division and named executive officer in the Company’s most recent disclosure, effective February 27, 2026. On March 1, 2026, Mr. Cutaia informed the Company that he was resigning from the Board effective immediately. On March 2, 2026, Denise Butler was appointed to serve as interim President of the Global Digital Media Division.
Current report
Advisory Services Agreement
Current report
On January 23, 2026, the Company’s Board of Directors authorized the Company to enter into settlement negotiations with Kingsway Capital Partners Limited (“Kingsway”) to terminate the advisory services agreement dated August 7, 2025. Under the agreement, Kingsway provides advisory and consulting services to the Company in connection with the expansion and diversification of the Company’s business and its TON Treasury Strategy. As of the date of this filing, the Company cannot estimate the timing of any settlement or the potential financial impact of a settlement, including any settlement amount in connection with the proposed termination.
Current report
Hiring of Chief Executive Officer
Current report
On April 16, 2026, the Company announced the appointment of Kevin Wilson as Chief Executive Officer, effective May 4, 2026. Mr. Wilson will receive an annual base salary of $950 thousand, a target annual bonus opportunity of 100% of salary as determined by the Board, a one-time $250 thousand signing bonus, and an equity award representing 2% of fully diluted shares to be approved by the Board, along with standard benefits and severance eligibility. Mr. Wilson brings more than 20 years of experience across financial markets, institutional trading and digital assets, including recent leadership roles focused on cryptocurrency trading and blockchain-based initiatives. The Company believes Mr. Wilson’s experience in digital asset markets and scaling trading platforms will support its strategy of building a digital asset treasury centered on Toncoin and advance the Company’s broader growth initiatives.
Current report
TON Strategy Company (Consolidated)
Current report
Revenue was $5,253 for the three months ended March 31, 2026, as compared to $1,305 for the three months ended March 31, 2025. The revenue increase of $3,948, representing an increase of 303%, is primarily attributable to revenue received from our TON segment of $3,002 which began its operations during the three months ended September 30, 2025.
Current report
Cost of revenue was $1,296 for the three months ended March 31, 2026, as compared to $596 for the three months ended March 31, 2025. The cost of revenue increase of $700, representing an increase of 117%, is primarily attributable to revenue received from our TON segment of $3,002 which began its operations during the three months ended September 30, 2025 which has experienced a higher gross margin than the other segments.
Current report
Depreciation and amortization expenses were $19 for the three months ended March 31, 2026, as compared to $37 for the three months ended March 31, 2025.
Current report
General and administrative expenses including stock compensation expense were $7,823 for the three months ended March 31, 2026, as compared to $3,331 for the three months ended March 31, 2025. The increase of $4,492 is due to increases in legal fees of $1,670, personnel costs of $1,250, Kingsway advisory fees of $701, insurance of $411, and professional fees of $383. All of these increases are attributable to the TON segment, which began its operations during the three months ended September 30, 2025.
Current report
Other expense, net, for the three months ended March 31, 2026 was $(87,067), which was primarily attributable to an unrealized loss related to the Company’s Digital Asset holdings of $(87,928).
Current report
Revenue was $5,253 for the three months ended March 31, 2026, as compared to $5,742 for the three months ended December 31, 2025. The revenue decrease of $489, or 9%, is primarily attributable to lower MARKET.live segment revenue, along with a decline in Toncoin prices during the period compared to the prior quarter.
Current report
Cost of revenue was $1,296 for the three months ended March 31, 2026, as compared to $2,307 for the three months ended December 31, 2025. The cost of revenue decrease of $1,011, or 44%, is primarily attributable to lower margin revenue and amortization of software development costs of $258 in the prior quarter with no similar expense in the current quarter both attributable to the MARKET.live segment and a general decrease overall due to a decrease in revenue of 9%.
Current report
Depreciation and amortization expenses were $19 for the three months ended March 31, 2026, as compared to $84 for the three months ended December 31, 2025.
Current report
General and administrative expenses were $7,823 for the three months ended March 31, 2026, as compared to $9,362 for the three months ended December 31, 2025. The decrease of $1,539, or 16%, is primarily due to decreases in professional services of $852, credit loss expense of $527, share-based compensation of $462, personnel costs of $354, and Kingsway advisory fees of $297 all partially offset by an increase in legal fees of $890.
Current report
Other expense, net, for the three months ended March 31, 2026 was $(87,067), which was primarily attributable to an unrealized loss related to the Company’s Digital Asset holdings of $(87,928).
Current report
Revenue was $3,002 for the three months ended March 31, 2026, as compared to $0 for the three months ended March 31, 2025. The revenue increase is attributable to revenue received from our TON segment of $3,002 which began its operations during the three months ended September 30, 2025.
Current report
Cost of revenue was $156 for the three months ended March 31, 2026, as compared to $0 for the three months ended March 31, 2025. The cost of revenue increase is attributable to revenue received from our TON segment of $3,002 which began its operations during the three months ended September 30, 2025.
Current report
General and administrative expenses including stock compensation expense were $6,656 for the three months ended March 31, 2026, as compared to $0 for the three months ended March 31, 2025.
Current report
Other expense, net, for the three months ended March 31, 2026 was $(87,629), which was primarily attributable to an unrealized loss related to the Company’s Digital Asset holdings of $(87,928).
Current report
Revenue was $3,002 for the three months ended March 31, 2026, as compared to $3,270 for the three months ended December 31, 2025. The revenue decrease of $268, or 8%, is primarily attributable to lower Toncoin prices during the period compared to the prior quarter.
Current report
Cost of revenue was $156 for the three months ended March 31, 2026, as compared to $205 for the three months ended March 31, 2025. The cost of revenue decrease is primarily attributable to a decrease in revenue.
Current report
General and administrative expenses were $6,656 for the three months ended March 31, 2026, as compared to $6,746 for the three months ended December 31, 2025. The decrease of $90, or 1%, is due to decreases in professional fees of $772, share-based compensation of $308, Kingsway advisory fees of $297, and other costs of $141, all partially offset by increases in legal fees of $831 and personnel costs of $597.
Current report
Other expense, net, for the three months ended March 31, 2026 was $(87,629), which was primarily attributable to an unrealized loss related to the Company’s Digital Asset holdings of $(87,928).
Current report
Digital Media (MARKET.live, LyveCom, and Go Fund Yourself - Excludes TON segment)
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Removed paragraphs (74)
Previous report
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 report
TON Strategy Co.
Previous 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.
Previous report
Acquisition of Lyvecom
Previous report
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 report
Preferred Stock Sale and Redemption
Previous report
On April 23, 2025, the Company filed a certificate of designation of preferences and rights of Series D Non-Convertible Preferred Stock (the “Series D Preferred Stock”), with the Secretary of State of Nevada, designating 7,500 shares of non-convertible preferred stock, par value $0.0001 of the Company, as Series D Preferred Stock. Each share of Series D Preferred Stock shall have a stated face value of $1,200.00.
Previous report
On April 22, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Streeterville Capital, LLC (the “Investor”). Pursuant to the Securities Purchase Agreement, the Company and Investor agreed that the Company shall sell and the Investor agreed to purchase 5,000 shares of the Company’s newly designated Non-Convertible, Non-Voting Series D Preferred Stock (the “Shares”) for a total purchase price of $5.0 million. The Shares have no voting rights and a face value of $1,200 per share. The sale of the Shares was consummated on April 22, 2025.
Previous report
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 report
Three and Nine Months Ended September 30, 2025
Previous report
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 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.
Previous 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.
Previous 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.
Previous 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).
Previous report
Legacy Verb (Excludes TON segment)
Previous report
Three Months Ended September 30, 2025 as Compared to the Three Months Ended September 30, 2024
Previous 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):
Previous report
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 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.
Previous 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.
Previous 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.
Previous report
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 report
Three Months Ended September 30, 2025 as Compared to the Three Months Ended June 30, 2025
Previous report
The following is a comparison of our results of operations for the three months ended September 30, 2025 and June 30, 2025 (in thousands):
Previous report
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 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.
Previous 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.
Previous 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.
Previous report
Nine Months Ended September 30, 2025 as Compared to the Nine Months Ended September 30, 2024
Previous report
The following is a comparison of our results of operations for the nine months ended September 30, 2025 and 2024 (in thousands):
Previous report
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 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.
Previous 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.
Previous report
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 report
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 report
Legacy Verb
Previous report
Lifting of TON Restrictions
Previous 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.
Previous report
Cash Flows – Financing
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Reworded paragraphs (17)
Previous 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.
Current wording
The following discussion and analysis of the results of operations and financial condition of our company for the three-month periods ended March 31, 2026 and 2025 should be read in conjunction with the financial statements and related notes and the other financial information that are included elsewhere 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
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.
Current wording
Our business is currently comprised of four 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. For segment reporting purposes, however, MARKET.live and LyveCom are aggregated and presented as a single reportable segment in the Company’s consolidated financial statements, resulting in three reportable segments, TON, MARKET.live and Go Fund Yourself.
Previous wording
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.
Current wording
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 year ending December 31, 2025, the Company dissolved Vanity Prescribed LLC and sold Good Girl LLC both wellness focused ecommerce sites providing telehealth services.
Previous wording
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 wording
In April 2025, the Company consummated its acquisition ofLyveCom, an artificial intelligence (AI)–driven video commerce platform, pursuant to a stock purchase agreement dated April 11, 2025. 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.
Previous wording
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 wording
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. The program airs weekly on CheddarTV and generates revenue from issuer fees related to appearances, marketing, advertising, and content production. As of March 31, 2026, Go Fund Yourself is currently dormant, and the Company is evaluating strategic alternatives for this business line on a go-forward basis.
Previous wording
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 wording
As of March 31, 2026, the Company had staked 221,221,344 units of TON on the TON blockchain. For the three months ended March 31, 2026, the Company earned 2,175,183 units of TON and recognized revenue from staking rewards of $3,002.
Previous wording
GO FUND YOURSELF Show derives revenue from fees we charge to issuers to appear on the show and for marketing, ad, and content creation and distribution services. Appearance fees are based on service packages that range from $15,000 to $60,000 per issuer. For those issuers that sell products during each airing of the show through our platform, we charge a fee of up to 25% of the gross sales revenue for all products sold.
Current wording
GO FUND YOURSELF Show derives revenue from fees we charge to issuers to appear on the show and for marketing, ad, and content creation and distribution services. Appearance fees are based on service packages that range from $15,000 to $60,000 per issuer.
Previous wording
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 wording
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 $558,000 funded in a combination of cash, TON and other stablecoins. The Company incurred cash and equity placement agent fees of $11,423 and $10,452, respectively, and offering expenses of $13,155. 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 Digital Asset currency of The Open Network blockchain.
Previous 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.
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.
Previous wording
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 wording
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. This structure affirms our intent to build a deeply experienced leadership team across global institutional finance and the TON ecosystem.
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) net (gain) loss on crypto assets, 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 investments, and other (income) expense, and other non-recurring charges.
Previous 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.
Current wording
As of March 31, 2026 and December 31, 2025, we had the following balances of cash, cash equivalents, and restricted cash.
Previous 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):
Current wording
The following is a summary of our cash flows from operating, investing, and financing activities for the quarters ended March 31, 2026 and 2025 (in thousands):
Previous wording
For the nine months ended September 30, 2025, our cash used in operating activities amounted to $(12,777), compared to cash used in operating activities for the nine months ended September 30, 2024 of $(6,901). The increase in cash used in operating activities of $5,876 was primarily due to an increase in one-time legal and administrative costs related to the PIPE offering, a revised directors and officers insurance coverage that required the premium be paid in advance, payments of $4,250 to Kingsway in August 2025 as part of an advisory agreement that was entered into on August 7, 2025.
Current wording
For the three months ended March 31, 2026, our cash used in operating activities amounted to $(4,687), compared to cash used in operating activities for the three months ended March 31, 2025, of $(1,070).
Previous 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.
Current wording
For the three months ended March 31, 2026, our cash flows used in investing activities amounted to $(21), primarily due to our investment in long-lived assets.
Previous wording
Our financial statements have been prepared in accordance with GAAP, which require that we make certain assumptions and estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period.
Current wording
Our financial statements have been prepared in accordance with GAAP, which require that we make certain assumptions and estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. There have been no significant and material changes in our critical accounting estimates during the three months ended March 31, 2026, as compared to those disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report.
Previous wording
For a summary of our recent accounting policies, refer to Note 2 - Summary of Significant Accounting Policies*,* of our unaudited condensed consolidated financial statements included under Item 1 – Financial Statements in this Form 10-Q.
Current wording
For a summary of our recent accounting policies, refer to Note 2 - Summary of Significant Accounting Policies and Supplemental Disclosure*,* of our unaudited condensed consolidated financial statements included under Item 1 – Financial Statements in this Form 10-Q.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
TON Strategy revenue is derived from staking rewards. The Company recognizes staking rewards as revenue in accordance with ASC 606. As the amount of rewards are not known by the Company until a validation activity is completed, the staking rewards are constrained under the Topic 606 guidance on variable consideration. Staking rewards are recognized as revenue at the end of each validation round, or block processing time, or when earned and measurable and to the extent that it is probable that a significant reversal would not occur. The amount of revenue recognized is measured at fair value and is presented net of validator or other protocol fees. 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 on the blockchain.