UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 24, 2025, TON Strategy Company (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters submitted to a vote of stockholders at the Annual Meeting and the final results of voting for each matter.
Proposal 1 – Election of Directors
The stockholders elected Manuel Stotz, Nicolas Cary, Rory J. Cutaia, Tucker Highfield and Evan Sohn as directors of the Company to serve until the Company’s next annual meeting of stockholders or until their respective successors have been duly elected and qualified, or until their respective earlier death, resignation or removal. The results of the vote were as follows:
| Name | Votes for Director |
Votes Withheld from Director |
Broker Non-Votes |
|||
| Manuel Stotz | 36,739,258 | 2,106,202 | 3,380,025 | |||
| Nicolas Cary | 36,937,363 | 1,908,097 | 3,380,025 | |||
| Rory J. Cutaia | 35,559,727 | 3,285,733 | 3,380,025 | |||
| Tucker Highfield | 36,937,197 | 1,908,263 | 3,380,025 | |||
| Evan Sohn | 36,938,203 | 1,907,257 | 3,380,025 |
Proposal 2 – Advisory Vote to Approve Executive Compensation
The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The results of the vote were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||
| 36,434,345 | 2,407,058 | 4,057 | 3,380,025 |
Proposal 3 – Advisory Vote to Approve the Frequency of Future Advisory Votes on Executive Compensation
The stockholders approved, on a non-binding, advisory basis, holding future advisory votes to approve the compensation of the Company’s named executive officers every year. The results of the vote were as follows:
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||
| 36,996,287 | 2,017 | 3,915 | 1,843,241 | 3,380,025 |
The Company has decided, in light of the stockholders’ vote and consistent with the recommendation of the Company’s Board of Directors, that future non-binding, advisory votes on the compensation of the Company’s named executive officers will be held every year until the next required vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers.
Proposal 4 – Ratification of the Selection of the Company’s Independent Registered Public Accounting Firm
The stockholders ratified the selection of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the vote were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||
| 40,203,855 | 2,020,421 | 1,209 | - |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 28, 2025 | TON Strategy Company | |
| By: | /s/ Veronika Kapustina | |
| Name: | Veronika Kapustina | |
| Title: | Chief Executive Officer | |
Cover |
Oct. 24, 2025 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Oct. 24, 2025 |
| Entity File Number | 001-38834 |
| Entity Registrant Name | TON Strategy Company |
| Entity Central Index Key | 0001566610 |
| Entity Tax Identification Number | 90-1118043 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 3024 Sierra Juniper Ct |
| Entity Address, City or Town | Las Vegas |
| Entity Address, State or Province | NV |
| Entity Address, Postal Zip Code | 89138 |
| City Area Code | (855) |
| Local Phone Number | 250-2300 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.0001 |
| Trading Symbol | TONX |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |