TON Strategy Company Reports Third Quarter 2025 Financial Results and Provides Update on TON Treasury Strategy

LAS VEGAS, Nov. 12, 2025 (GLOBE NEWSWIRE) -- TON Strategy Company (“TON Strategy” or the “Company”) (Nasdaq: TONX), a digital asset treasury company dedicated to holding Toncoin ($TON), today reported financial results for the third quarter ended September 30, 2025 and provided an update on the Company’s TON treasury operations. TON Strategy is a digital asset treasury and Web3 ecosystem company focused on supporting The Open Network (TON), a public Layer-1 blockchain designed to integrate directly with Telegram, where more than 1 billion monthly active users communicate, transact, and build communities. TON provides the rails for payments, digital property, stablecoins, and decentralized mini applications inside the Telegram messaging ecosystem. In August 2025, the Company initiated its TON Treasury Strategy. Proceeds from the Company’s $558 million private placement were used to acquire $TON and begin staking activities on The Open Network. TON Strategy intends to hold $TON over a long horizon, stake a significant portion of its holding to help support the network, and generate recurring on-chain rewards that contribute to treasury asset value over time. Third Quarter and Recent Operational Highlights Acquired 217.5 million units of $TON and staked 177.1 million units of $TON as of September 30, 2025.Earned 336,000 units of $TON in staking rewards and recognized $707,000 in staking revenue, ending the period with approximately 217.8 million units of $TON.Held digital assets with a fair value of $588.2 million and $53.9 million in cash and restricted cash at September 30, 2025.Total stockholders’ equity was $639.5 million as of September 30, 2025, representing book value per share of approximately $10.82.Toncoin began trading on Gemini, Robinhood and Zengo, expanding global access for $TON following treasury launch.Approved up to $250 million stock buyback program and repurchased 1,984,072 shares at prices below book value per share.Rebranded as TON Strategy Company and began trading on Nasdaq under the ticker TONX on September 2.Continued operating MARKET.live, LyveCom and Go Fund Yourself while dissolving or divesting non-core ecommerce assets. Financial Results for the Third Quarter 2025 Revenue totaled $3.6 million, compared to $0.1 million in Q3 2024, and included $707,000 from staking activities implemented in August 2025. Gross profit was $2.7 million (75.4% of revenue) compared to $74,000 (57.8% of revenue), in Q3 2024. Total costs and expenses were $25.3 million, compared with $2.4 million in Q3 2024, reflecting non-cash stock-based compensation, treasury implementation costs and legacy operating expenses. Net gain on crypto assets totaled $120.4 million, reflecting the quarter-end fair value measurements. The Company did not sell or dispose of digital assets during the period. Net income was $84.7 million, compared with a net loss of $2.0 million in Q3 2024. Digital assets held at September 30, 2025 had a fair value of $588.2 million. Cash and restricted cash totaled $53.9 million at September 30, 2025. Management CommentaryChief Executive Officer Veronika Kapustina stated, “The third quarter marked the operational launch of our TON strategy and the beginning of our long-term participation in The Open Network. We deployed capital into Toncoin, began staking operations, and earned our first on-chain income. Our objective is to build a differentiated public company aligned with the expansion of The Open Network by holding and staking $TON over a long-term time horizon, executing a disciplined capital allocation strategy, and exploring ways to support and invest in the development and security of The Open Network.” Chief Financial Officer Sarah Olsen added, “This quarter was about execution. That included not only closing on the PIPE capital and accumulating Toncoin, but also underwriting key service providers and building the infrastructure needed to support our corporate treasury strategy. Our efforts focused on security, technology, financial reporting and compliance, which we believe establish a strong foundation for future growth. We also plan to make key additional hires to strengthen our bench and ensure best practices across all core areas of our business.” About TON Strategy CompanyTON Strategy Company (Nasdaq: TONX) is focused on the accumulation of $TON – the native cryptocurrency of Telegram’s billion-user platform – for long-term investment, whether acquired through deployment of proceeds from capital raising activity, staking rewards or via open market purchases. The Company aims to steadily expand its $TON holdings, stake $TON, and support the development of a tokenized economy inside Telegram. In addition, the Company continues to operate legacy business units, including MARKET.live, a multi-vendor livestream shopping platform, and LyveCom, an AI-powered social commerce innovator that enables brands and merchants to deliver omnichannel livestream shopping experiences across websites, apps, and social platforms. Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this press release should be considered forward-looking statements, including, but not limited to, statements regarding: our business and growth strategy; market adoption; the performance of our products and benefits to customers; our estimated total addressable market, serviceable available market, and serviceable obtainable market. Without limiting the foregoing, in some cases, you can identify forward-looking statements by terms such as “aim,” “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: our incursion of significant net losses and uncertainty whether we will achieve or maintain profitable operations; our ability to grow and compete in the future, and to execute our business strategy; our decision to implement a cryptocurrency treasury strategy, whereby we acquire Toncoin, the native cryptocurrency of The Open Network (“TON”) blockchain and our dependence on TON and Toncoin as a result of this strategy; our ability to maintain and expand our customer base and to convince our customers to increase the use of our services and/or platform; our financial results and the market price of our common stock may be affected by the price of Toncoin, and our Toncoin holdings will be less liquid than cash and cash equivalents; changes in the broader digital asset regulatory landscape and as it relates to TON and Toncoin and our failure to comply with applicable regulatory requirements and risks related to any actions we may take to prevent or correct such failure; the availability of opportunities to stake Toncoin; our ability to maintain and expand our customer base and to convince our customers to increase the use of our services and/or platform; the competitive market in which we operate; our ability to increase the number of our strategic relationships or grow the revenues received from our current strategic relationships; our ability to develop existing services or acceptable new services that keep pace with technological developments; our ability to successfully launch new product platforms, including MARKET.live, the rate of adoption of these platforms and the revenue generated from these platforms; our ability to deliver our services, as we depend on third party providers; our ability to attract and retain qualified management personnel; our susceptibility to cybersecurity incidents and other disruptions, particularly as it relates to our holdings of Toncoin; our ability to maintain compliance with the listing requirements of the Nasdaq Capital Market; the impact of, and our ability to operate our business and effectively manage our growth under evolving and uncertain global economic, political, and social trends, including legislation banning or otherwise hampering the digital asset landscape, inflation, rising interest rates, and recessionary concerns; and other important factors discussed in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, as any such factors may be updated from time to time in our other filings with the SEC, including, but not limited to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, which are accessible on the SEC’s website at www.sec.gov and our Investor Relations page on our website at https://ir.tonstrat.com. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. The forward-looking statements in this press release are based on information available to us as of the date hereof, and we disclaim any obligation to update any forward-looking statements, except as required by law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release. Investor Contact InformationCody Slach and Alec WilsonGateway Group, Inc.TONX@gateway-grp.com949-574-3860 -Financial Tables to Follow- TON STRATEGY COMPANYCONDENSED CONSOLIDATED BALANCE SHEETS(in thousands, except share and per share data) September 30, 2025 December 31, 2024 (unaudited) ASSETS Current assets Cash $53,040 $7,617 Restricted cash 885 878 Accounts receivable, net of allowance for credit losses of $55 and $0 as of September 30, 2025 and December 31, 2024, respectively 865 350 ERC receivable – short-term 734 2,458 Short-term investments - trading - 4,913 Other digital assets 442 - Prepaid expenses and other current assets 2,468 252 Total current assets 58,434 16,468 Long-lived assets, net 2,896 3,663 Intangible assets, net 1,014 178 Goodwill 5,165 - TON – unrestricted 62,127 - TON - restricted 525,673 - Other non-current assets 6,567 326 Total assets $661,876 $20,635 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $3,765 $731 Accrued expenses 2,098 2,326 Contract liabilities 448 134 Accrued payroll 574 425 Accrued officers’ compensation 284 534 Note payable, current - 20 Operating lease liabilities, current 143 124 Contingent liability, current 500 - Total current liabilities 7,812 4,294 Long-term liabilities Note payable, non-current - 98 Contingent liability, non-current 100 - Deferred tax liability – non-current 14,404 - Operating lease liabilities, non-current 104 222 Total liabilities 22,420 4,614 Commitments and contingencies (Note 13) Stockholders’ equity Common stock, $0.0001 par value, 400,000,000 shares authorized, 59,090,521 and 993,120 shares issued and outstanding as of September 30, 2025 and December 31, 2024 6 1 Additional paid-in capital 747,948 203,295 Accumulated deficit (108,850) (187,094) Total stockholders’ equity in Ton Strategy Company 639,104 16,202 Non-controlling interests 352 (181) Total stockholders’ equity 639,456 16,021 Total liabilities and stockholders’ equity $661,876 $20,635 TON STRATEGY COMPANYCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(in thousands, except share and per share data)(unaudited) Three Months EndedSeptember 30, Nine Months EndedSeptember 30, 2025 2024 2025 2024 Revenue MARKET.live $ 1,535 $ 103 $ 2,785 $ 147 Go Fund Yourself 1,367 25 3,545 25 TON 707 - 707 - Total Revenue 3,609 128 7,037 172 Costs and expenses Cost of revenue, exclusive of depreciation and amortization shown separately below 888 54 1,846 90 Depreciation and amortization 341 273 963 798 General and administrative (Including noncash compensation of $15,049 and $220, respectively and $17,552 and $958, respectively) 24,088 2,113 31,529 7,218 Total costs and expenses 25,317 2,440 34,338 8,106 Operating loss (21,708) (2,312) (27,301) (7,934) Other income (expense) Interest income 289 193 500 361 Unrealized gain on short-term investments - 109 - 109 Interest expense - (1) (1) (236)Financing costs - - - (90)Other income, net 184 46 524 649 Net gain on crypto assets 120,358 - 120,358 - Total other income (expense), net 120,831 347 121,381 793 Net income (loss) before income taxes 99,123 (1,965) 94,080 (7,141) Income tax expense 14,404 - 14,151 - Net income (loss) 84,719 (1,965) 79,929 (7,141) Less: Net income attributable to non- controlling interests 383 - 533 - Net income (loss) attributable to Ton Strategy Company 84,336 (1,965) 79,396 (7,141) Preferred Stock dividend payable (67) (99) (152) (240)Deemed dividend due to redemption of Preferred Stock (1,000) (652) (1,000) (652) Net income (loss) to common stockholders $83,269 $(2,716) $78,244 $(8,033)Net income (loss) per share - basic $2.23 $(3.82) $5.86 $(17.16)Net income (loss) per share - diluted $2.23 $(3.82) $5.85 $(17.16)Weighted average number of common shares outstanding - basic 37,262,322 710,106 13,352,515 468,252 Weighted average number of common shares outstanding - diluted 37,316,756 710,106 13,370,859 468,252 TON STRATEGY COMPANYCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands)(unaudited) Nine Months Ended September 30, 2025 2024 Operating Activities: Net income (loss) $79,929 $(7,141)Adjustments to reconcile net income (loss) used in operating activities: Depreciation and amortization 963 798 Share-based compensation 17,552 958 Realized gain on digital assets (259,775) - Unrealized loss on digital assets 139,417 - Unrealized gain on short-term investments - trading - (109)Unrealized loss on investment in equity securities 26 - Income tax expense 14,151 - Non-cash consideration received in the form of convertible promissory notes (2,765) - Non-cash consideration in the form of TON (707) - Non-cash transactions fees paid with digital assets 245 - Amortization of debt discount - 99 Amortization of debt issuance costs - 73 Change in fair value of derivative liability - (1)Finance costs - 90 Effect of changes in assets and liabilities, net of acquisition: Accounts receivable (1,152) - Prepaid expenses and other current assets (4,947) (39)ERC receivable 1,724 (735)Operating lease right-of-use assets 101 46 Accounts payable, accrued expenses, and accrued interest 2,246 (887)Contract liabilities 314 - Operating lease liabilities (99) (53)Net cash used in operating activities (12,777) (6,901) Investing Activities: Purchase of digital assets (295,000) - Purchases of investments – trading securities (811) (5,103)Proceeds from sale of investments – trading securities 5,724 135 Purchase of Lyvecom, Inc., net of cash acquired (4,222) - Purchases of software development costs (100) - Purchases of property and equipment (82) (182)Purchases of intangible assets (16) (84)Net cash used in investing activities (294,507) (5,234) Financing Activities: Proceeds from PIPE offering, net of offering costs 361,390 - Proceeds from sale of common stock offerings 7,228 18,596 Repurchases of common stock (14,327) - Proceeds from sale of preferred stock offering 5,000 - Redemption of Series D – Preferred Stock (6,152) - Payments for accrued offering costs related to common stock offerings - (105)Payments for offering costs related to preferred stock offerings (300) (180)Payments for deferred offering costs (7) - Payment of notes payable (118) (14)Net cash provided by financing activities 352,714 18,297 Net change in cash 45,430 6,162 Cash and restricted cash - beginning of period 8,495 4,353 Cash and restricted cash - end of period $53,925 $10,515

TON Strategy Company Reports Third Quarter 2025 Financial Results and Provides Update on TON Treasury Strategy

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