TON Strategy Co

8-K · form8-k.htm

0001566610

 2026-06-09
 2026-06-09

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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

  

 FORM
 8-K

  

 CURRENT
REPORT

 Pursuant
to Section 13 or 15(d) of the

 Securities
Exchange Act of 1934

  

 Date
of Report (Date of earliest event reported): June 9, 2026

  

 TON
Strategy Company

 (Exact
Name of Registrant as Specified in Charter)

  

 Nevada
  
 001-38834
  
 90-1118043

 (State
 or Other Jurisdiction
  
 (Commission
  
 (IRS
 Employer

 of
 Incorporation)
  
 File
 Number)
  
 Identification
 No.)

  

 2300
 W. Sahara Avenue , Suite 800
  
  

 Las
 Vegas , Nevada
  
 89102

 (Address
 of Principal Executive Offices)
  
 (Zip
 Code)

  

 Registrant’s
Telephone Number, Including Area Code: (855) 250-2300

  

 N/A

 (Former
Name or Former Address, if Changed Since Last Report)

  

 Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

  

 ☐
 Written
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  
  

 ☐
 Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  
  

 ☐
 Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  
  

 ☐
 Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities
registered pursuant to Section 12(b) of the Act:

  

 Title
 of each class
  
 Trading
 Symbol(s)
  
 Name
 of each exchange on which registered

 Common
 Stock, par value $0.0001
  
 TONX
  
 The
 Nasdaq Stock Market LLC

  

 Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging
growth company ☐

  

 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 5.02
 Departure
 of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

  

 On
June 9, 2026, TON Strategy Company (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”).
At the Annual Meeting, the Company’s stockholders approved (i) the adoption of the TON Strategy Company 2026 Equity Incentive Plan
(the “2026 Plan”) and (ii) an amendment to the Company’s 2019 Stock and Incentive Compensation Plan (the “2019
Plan”) to increase the number of shares of the Company’s common stock available for issuance under the 2019 Plan by 3,000,000
shares. Summaries of the material terms of the 2026 Plan and the amendment to the 2019 Plan are set forth in “ Proposal 4 — Approve the Adoption of the TON Strategy Company 2026 Equity Incentive Plan ” and “ Proposal 5 — Approve an Amendment to the Company’s 2019 Stock and Incentive Compensation Plan to Increase the Number of Shares Available for Issuance ,”
respectively, in the Company’s definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission
on April 30, 2026 (the “Proxy Statement”), which summaries are incorporated herein by reference.

  

 The
foregoing descriptions of the 2026 Plan and the amendment to the 2019 Plan are not complete and are subject to, and qualified in their
entirety by reference to, the full text of the 2026 Plan and the amendment to the 2019 Plan, which are attached to this Current Report
on Form 8-K as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

  

 Item
5.07. Submission of Matters to a Vote of Security Holders.

  

 At
the Annual Meeting, a total of 42,348,214 shares of the Company’s common stock, representing approximately 74.91% in voting power
as of the April 15, 2026 record date, were present in person, or by remote communication, or represented by proxy. Each share of common
stock is entitled to one vote. Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each
matter, each of which were described in the Proxy Statement.

  

 Proposal
One: Election of Directors

  

 The
Company’s stockholders elected Nicolas Cary, Tucker Highfield, Evan Sohn, Manuel Stotz and Kevin Wilson as members of the Company’s
board of directors to serve until the Company’s annual meeting of stockholders to be held in 2027 and until their respective successors
are duly elected and qualified. The results of the vote were as follows:

  

 Nominee  
 For    
 Withheld    
 Broker Non-Votes  

 Nicolas Cary  
   23,100,273    
   12,367,500    
   6,880,441  

 Tucker Highfield  
   25,615,246    
   9,852,527    
   6,880,441  

 Evan Sohn  
   22,653,394    
   12,814,379    
   6,880,441  

 Manuel Stotz  
   33,406,927    
   2,060,846    
   6,880,441  

 Kevin Wilson  
   23,101,588    
   12,366,185    
   6,880,441  

  

 Proposal
Two: Ratification of Appointment of Independent Registered Public Accounting Firm

  

 The
Company’s stockholders ratified the appointment of Grassi & Co., CPAs, P.C. as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2026. The results of the vote were as follows:

  

 For    
 Against    
 Abstain    
 Broker Non-Votes  

   40,485,078    
   162,239    
   1,700,897    
   —  

  

 Proposal
Three: Approval, on an Advisory, Non-Binding Basis, of the Compensation of the Company’s Named Executive Officers

  

 The
Company’s stockholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers.
The results of the vote were as follows:

  

 For    
 Against    
 Abstain    
 Broker Non-Votes  

   21,816,982    
   13,136,814    
   513,977    
   6,880,441  

  

 Proposal
Four: Approval of the Adoption of the TON Strategy Company 2026 Equity Incentive Plan

  

 The
Company’s stockholders approved the adoption of the TON Strategy Company 2026 Equity Incentive Plan. The results of the vote were
as follows:

  

 For    
 Against    
 Abstain    
 Broker Non-Votes  

   30,240,693    
   5,164,176    
   62,904    
   6,880,441  

  

 Proposal
Five: Approval of an Amendment to the Company’s 2019 Stock and Incentive Compensation Plan

  

 The
Company’s stockholders approved the amendment to the Company’s 2019 Stock and Incentive Compensation Plan to increase the
number of shares available for issuance. The results of the vote were as follows:

  

 For    
 Against    
 Abstain    
 Broker Non-Votes  

   30,706,948    
   3,159,062    
   1,601,763    
   6,880,441  

  

 Item
9.01. Financial Statements and Exhibits.

  

 (d)
Exhibits

  

 10.1

  
 TON Strategy Company 2026 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A (File No. 001-38834) filed with the SEC on April 30, 2026).

  
  
  

 10.2
  
 Amendment to 2019 Stock and Incentive Compensation Plan.

  
  
  

 104
  
 Cover
 Page Interactive Data File (embedded within the Inline XBRL document).

  

  

  

  

 SIGNATURES

  

 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.

  

  
 TON
 STRATEGY COMPANY

  
  

 Date:
 June 12, 2026
 By:
 /s/
 Sarah Olsen

  
 Name:
 Sarah
 Olsen

  
 Title:
 Chief
 Financial Officer