UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number: 001-38834

TON STRATEGY COMPANY

(Exact name of registrant as specified in its charter)

Nevada

90-1118043

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

2300 West Sahara Avenue, Suite 800 Las Vegas, Nevada		89102
(Address of principal executive offices)		(Zip Code)

(855) 250-2300

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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, $0.0001 par value		TONX		The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

As of May 6, 2026, there were 56,530,617 shares of common stock, $0.0001 par value per share, outstanding.

TON STRATEGY COMPANY

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS		3
PART I - FINANCIAL INFORMATION		5
ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)		5
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		32
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		49
ITEM 4 - CONTROLS AND PROCEDURES		49
PART II - OTHER INFORMATION		50
ITEM 1 - LEGAL PROCEEDINGS		50
ITEM 1A - RISK FACTORS		50
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		50
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES		50
ITEM 4 - MINE SAFETY DISCLOSURES		50
ITEM 5 - OTHER INFORMATION		50
ITEM 6 - EXHIBITS		50
SIGNATURES		52

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for the three months ended March 31, 2026 (this “Quarterly Report”), includes “forward-looking statements” within the meaning of 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”), which statements are subject to considerable risks and uncertainties. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not statements of historical facts and can be identified by words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” or similar expressions and the negatives of those expressions. Forward-looking statements also include the assumptions underlying or relating to such statements.

Our forward-looking statements are based on our management’s current beliefs, assumptions and expectations about future events and trends, which affect or may affect our business, strategy, operations, financial performance or liquidity. Although we believe these forward-looking statements are based upon reasonable assumptions, they are subject to numerous known and unknown risks and uncertainties and are made in light of information currently available to us. Some of the risks and uncertainties that may impact our forward-looking statements include, but are not limited to, the following factors:

● 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 digital asset currency treasury strategy, whereby we acquire Toncoin, the native digital asset currency 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;

● 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 enhancements and new features to our existing service 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 Internet 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 inflation, rising interest rates, and recessionary concerns: and

● we granted some equity awards pursuant to our 2019 Stock and Incentive Compensation Plan, as amended, or the Incentive Plan, that may not have been registered or had a valid exemption from registration, and we may be subject to claims for rescission or damages;

● we ratified certain corporate actions under Nevada law, however, there can be no assurance that claims will not be made to challenge the validity of the ratification or the related corporate actions.

The forward-looking statements contained in this Quarterly Report are based on management’s current plans, estimates and expectations in light of information currently available to us, and they are subject to uncertainty and changes in circumstances. There can be no assurance that future developments affecting us will be those we have anticipated. Actual results may differ materially from these expectations due to changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors, many of which are beyond our control, as well as the other factors described in the section entitled “Risk Factors” within this Quarterly Report and in the other reports we file with the Securities and Exchange Commission (“SEC”). These risks and uncertainties include those described in the section entitled “Risk Factors.”

You should not place undue reliance on these forward-looking statements. Our forward-looking statements are based on the information currently available to us and speak only as of the date on which they were made. Additional factors or events that could cause our actual results to differ may also emerge from time to time, and it is not possible for us to predict all of them. Over time, our actual results, performance, or achievements may differ from those expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our security holders. Comparisons of results for current and any prior periods are not intended to express any future trends, or indications of future performance, unless expressed as such, and should only be viewed as historical data. Except as required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. We have identified some of the important factors that could cause future events to differ from our current expectations and they are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) under the captions “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as in other documents that we may file with the SEC, all of which you should review carefully. We qualify all of our forward-looking statements by these disclaimers.

PART I — FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025		6

Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (unaudited)		7

Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2026 and 2025 (unaudited)		8

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited)		9

Notes to Condensed Consolidated Financial Statements (unaudited)		10-31

TON STRATEGY COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

	March 31, 2026			December 31, 2025
	(unaudited)
ASSETS

Current assets
Cash and cash equivalents	$	34,784		$	39,493
Restricted cash		169			169
Accounts receivable, net of allowance for credit losses of $5 as of March 31, 2026 and December 31, 2025		438			441
ERC receivable – short-term		734			734
Prepaid expenses and other current assets – related parties		150			163
Prepaid expenses and other current assets		1,086			1,364
Total current assets		37,361			42,364

Long-lived assets, net		366			389
Intangible assets, net		60			48
Goodwill		5,165			5,165
TON - unrestricted		72,446			89,628
TON - restricted		199,580			267,181
Other non-current assets – related party		2,753			2,790
Other non-current assets, net of allowance for credit losses of $357 and $310 as of March 31, 2026 and December 31, 2025, respectively		3,933			3,599

Total assets	$	321,664		$	411,164

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities
Accounts payable	$	1,715		$	1,874
Accounts payable – related parties		306			269
Accounts payable		306			269
Accrued expenses		1,034			589
Contract liabilities		36			155
Accrued payroll		416			828
Accrued officers’ compensation		1,424			245
Operating lease liabilities, current		105			129
Contingent liability, current		-			500

Total current liabilities		5,036			4,589

Long-term liabilities
Contingent liability, non-current		-			100
Operating lease liabilities, non-current		63			80
Total liabilities		5,099			4,769

Commitments and contingencies (Note 11)		-			-

Stockholders’ equity
Common stock, $0.0001 par value, 400,000,000 shares authorized, 56,530,617 shares issued and outstanding as of March 31, 2026 and December 31, 2025		6			6
Additional paid-in capital		744,329			743,207
Accumulated deficit		(427,763	)		(336,725	)

Total stockholders’ equity in Ton Strategy Company		316,572			406,488
Non-controlling interests		(7	)		(93	)

Total stockholders’ equity		316,565			406,395

Total liabilities and stockholders’ equity	$	321,664		$	411,164

See accompanying notes to the condensed consolidated financial statements

TON STRATEGY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

(unaudited)

	2026			2025
	Three Months Ended March 31,
	2026			2025

Revenue	$			$
TON		2,032			-
TON – related party		970			-
TON		970			-
MARKET.live		1,704			561
Go Fund Yourself		547			744
Total Revenue		5,253			1,305

Cost of revenue
TON		156			-
MARKET.live (For the three months ended March 31, 2026 and 2025 includes amortization of $0 and $249, respectively)		964			424
Go Fund Yourself		176			172
Total Cost of Revenue		1,296			596
Gross profit		3,957			709

Operating expenses
Depreciation and amortization		19			37
General & administrative - related parties		1,026			933
General and administrative		6,797			2,398
Total operating expenses		7,842			3,368

Operating loss		(3,885	)		(2,659	)

Other income (expense), net
Interest income		340			121
Unrealized gain (loss) on investments		(64	)		83
Other income (expense), net		(87,343	)		17
Total other income (expense), net		(87,067	)		221

Net loss before income taxes		(90,952	)		(2,438	)

Income tax expense (benefit)		-			-

Net loss		(90,952	)		(2,438	)

Less: Net income attributable to non-controlling interests		86			126

Net loss attributable to Ton Strategy Company and its common stockholders		(91,038	)		(2,564	)

Loss per share from operations– basic and diluted	$	(1.56	)	$	(2.51	)
Weighted average number of common shares outstanding – basic and diluted		58,208,613			1,019,801

See accompanying notes to the condensed consolidated financial statements

TON STRATEGY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share and per share data)

(unaudited)

For the three months ended March 31, 2026

	Shares		Amount		Shares		Amount		Capital		Deficit			interests			Total
	Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Non-controlling
	Shares		Amount		Shares		Amount		Capital		Deficit			interests			Total
Balance as of December 31, 2025		-	$	-		56,530,617	$	6	$	743,207	$	(336,725	)	$	(93	)	$	406,395
Fair value of vested restricted stock awards and stock options		-		-		-		-		1,122		-			-			1,122
Net income (loss)		-		-		-		-		-		(91,038	)		86			(90,952	)
Balance as of March 31, 2026		-	$	-		56,530,617	$	6	$	744,329	$	(427,763	)	$	(7	)	$	316,565

For the three months ended March 31, 2025

	Shares		Amount		Shares		Amount		Capital		Deficit			interests			Total
	Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Non-controlling
	Shares		Amount		Shares		Amount		Capital		Deficit			interests			Total
Balance as of December 31, 2024		-	$	-		993,120	$	1	$	203,295	$	(187,094	)	$	(181	)	$	16,021
Balance		-	$	-		993,120	$	1	$	203,295

SEC Form 10-Q filed by TON Strategy Company