Business Context and Reporting Period
Company: TON Strategy Company (formerly Verb Technology Company, Inc.)
Reporting Period: Quarterly period ended June 30, 2026 (Q2 2026)
Business Model: Digital asset treasury and Web3 ecosystem company focused on The Open Network (TON). The company's primary strategy involves acquiring and staking "Gram" (GRAM), the native digital asset of the TON blockchain (rebranded from Toncoin in June 2026).
Operational Shift: The company has discontinued its Global Digital Media Division, classifying those operations as discontinued. Current operations focus exclusively on the TON Treasury Strategy.
Key Financial Metrics
| Metric (in thousands) | Q2 2026 (3 Months) | YTD 2026 (6 Months) | Q2 2025 (3 Months) | YTD 2025 (6 Months) |
|---|---|---|---|---|
| Total Revenue | $15,019 | $18,021 | $0 | $0 |
| Net Income (Loss) | $76,526 | $(14,426) | $(2,352) | $(4,790) |
| Net Income Attributable to Common Shareholders | $76,751 | $(14,287) | $(2,461) | $(5,025) |
| Diluted EPS | $1.31 | $(0.24) | $(1.79) | $(4.19) |
| Cash and Cash Equivalents | $28,805 | $28,805 | N/A | N/A |
| Total Assets | $403,549 | $403,549 | N/A | N/A |
| Total Liabilities | $5,003 | $5,003 | N/A | N/A |
| GRAM Holdings (Fair Value) | $369,525 | $369,525 | N/A | N/A |
Note: Revenue is derived entirely from GRAM staking rewards. Q2 2026 net income was significantly boosted by an unrealized gain of $82.7 million on digital assets.
Material Changes vs. Prior Period
- Revenue Generation: The company generated $15.0 million in revenue for Q2 2026, compared to $0 in Q2 2025. This is due to the commencement of the TON Treasury Strategy and staking activities in late 2025.
- Profitability: Q2 2026 reported a net income of $76.5 million, a stark contrast to the $2.4 million net loss in Q2 2025. This turnaround is primarily driven by an $82.8 million unrealized gain on the fair value of GRAM holdings.
- Operating Expenses: General and administrative expenses increased to $13.8 million in Q2 2026 from $1.3 million in Q2 2025. A significant portion ($5.5 million) was a non-cash charge related to the forfeiture of legacy Restricted Stock Units (RSUs) to remediate historical equity plan issues.
- Discontinued Operations: The company recorded a loss of $7.0 million from discontinued operations in Q2 2026, primarily due to a $5.2 million impairment of goodwill and a $6.0 million loss from disposition related to the wind-down of the Global Digital Media Division.
- Asset Composition: As of June 30, 2026, the company held 230.5 million units of GRAM valued at $369.5 million, comprising the majority of its assets.
Guidance, Outlook, Risks, and Unusual Items
Management Commentary and Outlook
- Strategy: Management continues to focus on accumulating GRAM and expanding staking activities. Staking yields increased to 4.27% in Q2 2026 due to network upgrades (TVM and Catchain 2.0).
- Liquidity: The company expects existing cash and GRAM holdings to fund operations for at least the next 12 months. It maintains an "At-the-Market" (ATM) equity offering program.
- Leadership: Kevin Wilson was appointed CEO in May 2026.
Risks and Contingencies
- Legal Proceedings:
- Meyerson Matter: A dispute regarding unpaid bonus compensation was settled in July 2026.
- Graham Derivative Action: A shareholder derivative suit filed in April 2026 alleges breach of fiduciary duty regarding an advisory agreement with Kingsway Capital. Motions to dismiss were filed in July 2026.
- TOMS Capital Lawsuit: Filed in July 2026, alleging misrepresentations regarding the 2025 PIPE offering and Nasdaq compliance. The company cannot estimate potential losses.
- Related Party Transactions: The company terminated its Advisory Services Agreement with Kingsway Capital (controlled by Executive Chairman Manuel Stotz) in August 2026 without settlement. Payments ceased in March 2026.
- Regulatory and Market Risk: Significant exposure to the price volatility of GRAM and regulatory changes affecting digital assets. The company received a reprimand from Nasdaq regarding historical equity award issuances but was not delisted.
Unusual Items
- Non-Cash Compensation Charge: A $5.5 million expense in Q2 2026 resulted from the acceleration of unrecognized compensation due to RSU forfeiture.
- Unrealized Gains/Losses: Net income is heavily influenced by the fair value remeasurement of GRAM holdings, which resulted in an $82.8 million gain in Q2 2026 but a $5.1 million loss for the six-month period.
Investor Verification Checklist
- GRAM Valuation: Verify the fair value of GRAM holdings ($369.5M) and the impact of price volatility on future earnings, as unrealized gains/losses are a primary driver of net income.
- Legal Exposure: Monitor the status of the TOMS Capital lawsuit and the Graham derivative action, as these could result in significant damages or rescission claims.
- Related Party Agreements: Review the implications of the terminated Kingsway advisory agreement and potential future disputes regarding unpaid fees.
- Equity Plan Compliance: Confirm the resolution of the Nasdaq reprimand regarding unregistered equity awards and the status of any potential rescission claims from shareholders.
- Liquidity Position: Assess the reliance on GRAM sales or ATM offerings to fund operations, given the cash burn from operating activities ($10.6M used in YTD 2026).