Verb Technology announces $558M private placement for TON treasury strategy

Verb Technology (VERB) announced the pricing of an upsized and oversubscribed private placement, positioning the Company to implement a TON treasury strategy. The Company expects to rebrand as TON Strategy Co. and become the first publicly traded treasury reserve of Toncoin, the native cryptocurrency of The Open Network blockchain, in partnership with Kingsway Capital. The Company has entered into a PIPE transaction with institutional and accredited investors for the purchase and sale of approximately 58.7 million shares of common stock at a purchase price of $9.51 per share, reflecting the closing market price as of August 1, 2025, for expected gross proceeds of approximately $558 million. Following the closing of the transaction, which is expected to occur on or around August 7, 2025, subject to customary closing conditions, the Company intends to use the majority of the net proceeds of the offering to acquire $TON. $TON will serve as the Company’s primary treasury reserve asset. This is expected to position the company as one of the largest holders of $TON globally and enable it to generate sustainable staking rewards to initiate, manage, and grow its $TON exposure in a cash flow positive manner. The Company’s existing business operations will continue and are expected to expand. Earlier this year, Telegram and the TON Foundation announced that TON would become the exclusive blockchain powering Telegram’s ecosystem. Upon close of the transaction, the Company’s executives and special advisor are expected to have significant crypto industry and institutional expertise. These include: Executive Chairman Manuel Stotz, Founder & CEO of Kingsway Capital and President of the TON Foundation’ Chief Executive Officer Veronika Kapustina, a former Senior Advisor to the TON Foundation and former Morgan Stanley banker’ Chief Financial Officer Sarah Olsen, Co-founder of Europa Partners and former Head of Corporate Development for Onyx by JP Morgan’ Special Advisor Peter Smith, CEO & Co-Founder of Blockchain.com. Over 110 institutional and crypto-native investors subscribed to the deal, led by Kingsway Capital and anchored by Vy Capital, Blockchain.com, Ribbit Capital, and Graticule. Additional investors include CMCC Global, Pantera, MEXC Ventures, ParaFi Capital, Luxor Capital, Arrington Capital, Animoca, Kraken, BitGo, FalconX, Orbs Group, The Open Platform, TVM Ventures, Kenetic, Hivemind Capital, UNCAP, DigiStrats, Pacific Coast Venture Partners, and several high-profile crypto founders like Guy Young, Founder of Ethena Labs. Following closing, the Company expects to have: One of the largest percentages of its share capital subject to lock up, One of the largest cash assets to total assets raised amongst Digital Asset Treasury companies for non-BTC & ETH digital assets; One of the largest cash assets to underlying market value of circulating supply of $TON and Significant cash reserves to grow $TON treasury post launch. The Company’s common stock will continue to trade on the Nasdaq under the ticker “VERB,” with the updated treasury strategy effective immediately following closing, which is expected to take place on or around August 7, 2025. The company will emphasise transparency, compliance, and verification of holdings. Additional updates on the acquisition of $TON, treasury growth and governance measures are expected in the coming weeks.