Director — Oscar Suarez: The filing reports the appointment of a new independent director to fill a vacancy created by an increase in board size, which is a standard governance action.

Results of Operations and Financial Condition. On August 11, 2026, TON Strategy Company (the “Company”) issued a press release containing its results of operations and financial condition for the three months ended June 30, 2026. The press release is furnished as Exhibit 99.1 to this Form 8-K. The information under

Termination of a Material Definitive Agreement On August 10, 2026, the Company notified Kingsway Capital Partners Limited (“Kingsway”) that the Company has terminated the Advisory Services Agreement between the Company and Kingsway dated August 7, 2025 (the “Agreement”). Pursuant to the terms of the Agreement, the Company agreed to pay an annual advisory fee equal to 2.0% of the Company’s market capitalization (calculated based upon the Company’s equity ownership on a fully diluted, as conver…

Regulation FD Disclosure. On July 1, 2026, the Company issued a press release announcing that it has entered into a Rule 10b5-1 trading plan (the “Plan”) to facilitate the repurchase of the Company’s common stock during a two-month period beginning July 1, 2026. The Plan was established under the Company’s existing $250 million stock repurchase authorization announced on September 3, 2025. Virtu Financial will serve as the Company’s executing broker under the Plan. A copy of the press release…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On June 18, 2026, TON Strategy Company (the “ Company ”) received a Letter of Reprimand (the “ Reprimand Letter ”) from the staff at the Listing Qualifications Department (the “ Staff ”) of The Nasdaq Stock Market LLC (“ Nasdaq ”) in connection with the Staff’s Initial Letter (as defined below) regarding the Company’s violation of Nasdaq’s shareholder approval requirements set forth in Nasdaq…

The filing is about the approval of equity incentive plans and amendments, not a management change.

Results of Operations and Financial Condition. On May 12, 2026, TON Strategy Company (the “Company”) issued a press release containing its results of operations and financial condition for the three months ended March 31, 2026. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information under this Item 2.02 (including Exhibit 99.1 hereto) is being furnished and shall not be deemed “filed” for the purp…

Chief Executive Officer — Kevin Wilson: Kevin Wilson was appointed as the new Chief Executive Officer of TON Strategy Company.

CFO — Ms. Kapustina: Ms. Kapustina's employment with the Company will end on April 15, 2026.

Results of Operations and Financial Condition. On March 31, 2026, TON Strategy Company (the “Company”) issued a press release containing its results of operations and financial condition for the quarter and year ended December 31, 2025. The full text of the press release is furnished as Exhibit 99.1 to this Form 8-K and incorporate herein by reference. The information under Item 2.02 (including Exhibit 99.1 hereto) in this Current Report on Form 8-K is being furnished and shall not be deemed…

Chief Executive Officer of the Company’s Global Digital Media Division — Rory J. Cutaia: Mr. Cutaia's employment was terminated and he resigned from the Board due to disagreements with the Board’s governance and oversight.

Chief Executive Officer — Veronika Kapustina: Ms. Kapustina is transitioning out of her position as Chief Executive Officer, with the company searching for a successor.

and in Exhibit 99.1 in this Form 8-K is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of the Section, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set for the by specific reference in such a filing.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On October 28, 2025, TON Strategy Company (the “Company”) received a Letter of Reprimand (the “Reprimand Letter”) from the staff at the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) in connection with the Staff’s determination that the Company had violated Nasdaq’s shareholder approval requirements set forth in Nasdaq Listing Rules 5635(a) and 5635(b…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On October 9, 2025, TON Strategy Company (the “Company”) received a letter (the “Letter”) from the staff at the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Staff has determined that the Company failed to comply with Nasdaq’s shareholder approval requirements set forth in Nasdaq Listing Rule 5635(b) (the “Rule”) in con…

Regulation FD Disclosure. On September 12, 2025, TON Strategy Company (the “Company”) issued a press release (the “Press Release”) announcing details regarding its initial stock repurchases under its $250 million stock repurchase program (the “Repurchase Program”), the commencement of staking operations, and the Company’s treasury asset value per share as of September 11, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Other Events. As announced in the Press Release, the Company has repurchased more than 250,000 shares of its common stock under the Repurchase Program at an average of $8.32 per share. As of September 11, 2025, the Company had 60,808,677 shares of common stock outstanding. In addition, the Company has begun staking of Toncoin holdings. Disclosure Channels to Disseminate Information Company investors and others should note that the Company announces material information to the public about the…

Regulation FD Disclosure. On September 8, 2025, TON Strategy Company (the “Company”) issued a press release reporting its treasury asset value per share and announcing that it had engaged Cantor Fitzgerald & Co. as a non-exclusive buyback agent for its previously approved up to $250 million stock repurchase program. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Disclosure Channels to Disseminate Information Company investors and others sh…

Other Events. The Company announced as part of the Presentation that the Company’s previously stated Toncoin holdings, which equate to approximately 217 million Toncoin, represent approximately 4.23% of the total supply of Toncoin. The Company also announced a goal to increase its Toncoin holdings to more than 5% of the total supply. As previously disclosed, the Company’s TON treasury strategy includes accumulating Toncoin, enabling it to generate sustainable staking rewards to initiate, mana…

Regulation FD Disclosure. On September 3, 2025, TON Strategy Company (the “Company”) issued a press release disclosing the adoption of the 2025 Repurchase Program discussed below in Item 8.01, a copy of which is furnished hereto as Exhibit 99.1 and incorporated by reference into this

Other Events. On September 3, 2025, the Board of Directors of the Company (the “Board”) approved a stock repurchase program (the “2025 Repurchase Program”) to provide for the repurchase of up to $250.0 million of the Company’s outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), from time to time. Under the 2025 Repurchase Program, the Company is authorized to repurchase shares of Common Stock through open market purchases, privately negotiated transactions, o…

Regulation FD Disclosure. Verb Technology, Inc. (the “ Company ”) believes that there may be market rumors about the Company’s financing plans. As a matter of course, the Company does not respond to rumors or speculation and updates investors only as a part of its regular reporting process. In this case, the Company has determined to confirm that, other than at the market offerings under the Company’s Controlled Equity Offering SM Sales Agreement, the Company is not currently pursuing a secur…

above is incorporated herein by reference. Resignation of Mr. Cutaia and Mr. Rivard as Chief Executive Officer and Chief Financial Officer In connection with the Officer Appointments (as defined below), Rory Cutaia and Bill Rivard stepped down as the President, Chief Executive Officer and Interim Chief Financial Officer of the Company, respectively. Each of Mr. Cutaia’s and Mr. Rivard’s decision to resign is not due to any disagreement with the Company on any matter relating to the Company’s…

Other Events. Disclosure Channels to Disseminate Information Company investors and others should note that the Company announces material information to the public about the Company, its strategy and other items through a variety of means, including on the Company website (https://www.verb.tech.com/), its investor relations website (https//ir.verb.tech), its email alerts subscription website (https://ir.verb.tech/news-events/email-alerts), its filings with the SEC, press releases, public conf…

Unregistered Sales of Equity Securities. The information contained in response to