TON Strategy receives Nasdaq reprimand letter for shareholder approval violations
TON Strategy Company received a Letter of Reprimand from Nasdaq on June 18, 2026, for failing to comply with Nasdaq Listing Rule 5635(c) regarding shareholder approval requirements. The violation involved equity awards granted under the 2019 Stock and Incentive Compensation Plan that were inadvertently issued in excess of the shareholder-approved amount. Nasdaq determined the failures were not deliberate and that the company had self-reported the issue and obtained subsequent shareholder ratification; the company's shares will remain listed on Nasdaq and no further action is required.
Key facts
- Reprimand Letter received June 18, 2026
- Violation of Nasdaq Listing Rule 5635(c) regarding shareholder approval
- Equity awards under 2019 Stock and Incentive Compensation Plan issued in excess of shareholder-approved amount
- Company self-reported the violation on March 27, 2026
- Nasdaq determined violations did not result from deliberate intent to avoid compliance
- Company obtained subsequent shareholder ratification and rescinded recent grants to officers and directors
- Shares remain listed on Nasdaq
Why it matters
The company's listing status is secured despite the rule violation, and no delisting proceeding or compliance period has been imposed, though the company must continue to work with Nasdaq to ensure future rule compliance.
Share
Derived from 8-K filed 2026-06-23. Not investment advice. View the source filing on SEC.gov →