Earned $13.1 million of GRAM staking revenue
Held approximately 235.1 million GRAM at September 30, including approximately 232.9 million deployed in staking
Supported TON network upgrades as Telegram began the rollout of its native Gram Wallet
LAS VEGAS, Nov. 10, 2026 (GLOBE NEWSWIRE) — TON Strategy Company (“TON Strategy” or the “Company”) (Nasdaq: TONX), a digital asset treasury company dedicated to supporting The Open Network (“TON”) ecosystem, today reported financial results for the third quarter ended September 30, 2026, and provided an update on recent operational and strategic developments.
Third Quarter and Recent Operational Highlights
- Held approximately 235.1 million GRAM at September 30, 2026, including approximately 232.9 million GRAM deployed in staking. The Company’s digital assets had a fair value of approximately $348.5 million as of September 30, 2026.
- Earned approximately 9.4 million GRAM during the third quarter of 2026, consistent with the prior quarter. The Company continued to benefit from elevated network-level staking rewards, generating an annualized gross staking yield of approximately 16%.
- Supported two TON network upgrades designed to advance the infrastructure to support broader adoption. Config -123 introduced shared smart contract architecture supporting Telegram’s native Gram Wallet, which began limited rollout on August 31. The upgrade will enable wallet functionality to be updated through network governance without requiring users to migrate to new wallet addresses. Config 30 was designed to increase network throughput by up to 30% and strengthen TON’s capacity to support greater transaction activity.
- Repurchased approximately 1.8 million shares of common stock for aggregate consideration of approximately $5.7 million during the third quarter of 2026.
- Appointed Oscar Suarez as an independent director and Chair of its Audit Committee. Suarez brings more than 40 years of accounting, tax, banking and public company governance experience.
Financial Results for the Third Quarter 2026
The Company’s third-quarter financial results reflect its GRAM treasury and staking activities as continuing operations. Results of inherited legacy businesses are presented as discontinued operations.
Total revenue was $13.1 million, compared with $15.0 million in Q2 2026. Revenue primarily consisted of GRAM staking rewards, which are recognized at the fair value of GRAM when earned. The sequential decline was primarily attributable to lower GRAM prices during the quarter.
Gross profit was $12.4 million, or 95% of revenue, compared with $14.3 million, or approximately 95% of revenue, in Q2 2026.
Total operating expenses were $8.4 million, compared with $13.8 million in Q2, a sequential decrease of approximately $5.4 million, or 39%. The decrease reflected lower Kingsway-related advisory fees, personnel costs, and professional services expenses, as well as elevated noncash expenses recognized in the prior quarter, partially offset by higher legal expenses in the current quarter.
Operating income from continuing operations was $4.0 million, compared with income of approximately $0.5 million in Q2 2026. The improvement reflected lower operating expenses.
Net loss from continuing operations before income taxes was $22.9 million, compared with income of approximately $83.5 million in Q2 2026. The third quarter included a $27.2 million unrealized loss from changes in fair value of the Company’s GRAM holdings, compared with an $82.8 million net gain from digital-asset fair-value changes in Q2 2026.
Digital assets held at September 30, 2026 had a fair value of approximately $348.5 million, compared with $369.5 million at June 30, 2026. The Company held approximately 235.1 million GRAM at September 30.
Cash and restricted cash totaled approximately $25.3 million at September 30, versus approximately $29.0 million at June 30. The Company had no debt.
Management Commentary
Chief Executive Officer Kevin Wilson stated, “Our Own, Advance, Compound strategy is grounded in three operating priorities: maintaining a productive GRAM treasury, managing a lean and efficient operating structure, and allocating capital to build long-term shareholder value. During Q3, our treasury earned approximately 9.4 million GRAM at an annualized gross staking yield of approximately 16%, benefiting from the higher validator rewards introduced by TON’s Catchain 2.0 upgrade in April. We also made progress toward a more efficient cost structure following the wind-down of inherited VERB operations. We continue to approach capital allocation with discipline, balancing opportunities to enhance long-term value per share with preserving U.S. dollar liquidity and maintaining a productive GRAM treasury amid elevated network-level staking rewards.
“We are encouraged by Telegram’s increasing integration with TON and the opportunities we believe it creates for adoption. TON combines fast settlement and low transaction costs with infrastructure designed to support activity at consumer scale. Telegram provides a distinctive distribution advantage by integrating TON’s capabilities into a platform used by more than one billion people, making it possible for users to transfer value directly within a familiar user interface.
“Near the end of Q3, Telegram began a limited rollout of its native Gram Wallet, which is intended to enable users to send GRAM directly to their Telegram contacts. The launch was supported by network upgrades approved by validators, including TON Strategy. In particular, a new network-governed smart contract architecture will allow Telegram to introduce wallet improvements without requiring users to migrate their assets to new addresses. Combined with faster block production and upgrades designed to increase throughput, we view these updates as meaningful progress toward making TON accessible for everyday consumer activity.
“GRAM is integrated into several existing Telegram services, including advertising payments and creator monetization, and TON supports blockchain-based ownership and transfer of Telegram usernames and gifts. We believe expanded native wallet access can make GRAM easier to use for payments and transfers, while opening additional opportunities for consumer applications built on TON. As a significant GRAM holder and network validator, we see TON Strategy is positioned to participate in that long-term opportunity.”
Conference Call
TON Strategy Company’s management will hold a conference call today (November 10, 2026) at 9:00 a.m. Eastern time to discuss these results.
U.S. dial-in: 1-877-407-0789
International dial-in: 1-201-689-8562
Conference ID: 13763322
The conference call will be broadcast live and available for replay here and via the investor relations section of the Company’s website.
A replay of the call will be available on the investor relations section of the Company’s website after the conference call through November 24, 2026.
Toll-free replay number: 1-844-512-2921
International replay number: 1-412-317-6671
Replay ID: 13763322
About TON Strategy Company
TON Strategy Company (Nasdaq: TONX) is focused on the accumulation of GRAM – 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 GRAM holdings, stake GRAM, and support the development of a tokenized economy inside Telegram.
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 GRAM treasury and staking activities; our plans regarding liquidity and market access around GRAM; return opportunities; the expected benefits and efficacy of the TON network upgrades and GRAM Wallet; and the expected financial and operating benefits of the wind-down of our legacy VERB operations. 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 GRAM, the native cryptocurrency of The Open Network (“TON”) blockchain, and our dependence on TON and GRAM as a result of this strategy; our financial results and the market price of our common stock may be affected by the price of GRAM, and our GRAM 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 GRAM 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 GRAM; 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 realize the anticipated cost savings and other benefits from the wind-down of our legacy VERB operations and to manage any remaining contractual, legal, administrative or other obligations associated with those operations; 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 GRAM; 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, 2025, as any such factors may be updated from time to time in our other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and our Investor Relations page on our website at www.tonstrat.com/shareholders.
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 Relations & Media Contact:
Alec Wilson
investors@tonstrat.com
-Financial Tables to Follow-
| TON STRATEGY COMPANY CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) |
||||||||
| September 30, 2026 |
December 31, 2025 |
|||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 25,302 | $ | 39,493 | ||||
| Restricted cash | 19 | 169 | ||||||
| ERC receivable | – | 734 | ||||||
| Prepaid expenses and other current assets – related parties | – | 163 | ||||||
| Prepaid expenses and other current assets | 1,601 | 1,319 | ||||||
| Assets of discontinued operations – current | 2,504 | 486 | ||||||
| Total current assets | 29,426 | 42,364 | ||||||
| Assets of discontinued operations – non-current | 1,158 | 9,151 | ||||||
| Long-lived assets, net | 15 | 20 | ||||||
| Intangible assets, net | 24 | 30 | ||||||
| GRAM – unrestricted | 171,949 | 89,628 | ||||||
| GRAM – restricted | 176,509 | 267,181 | ||||||
| Other non-current assets – related party | – | 2,790 | ||||||
| Total assets | $ | 379,081 | $ | 411,164 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 1,802 | $ | 1,522 | ||||
| Accounts payable – related parties | 1,603 | 269 | ||||||
| Accrued expenses | 800 | 558 | ||||||
| Accrued officers’ compensation | 1,025 | 245 | ||||||
| Liabilities of discontinued operations – current | 1,543 | 1,995 | ||||||
| Total current liabilities | 6,773 | 4,589 | ||||||
| Long-term liabilities | ||||||||
| Liabilities of discontinued operations – non-current | – | 180 | ||||||
| Total liabilities | 6,773 | 4,769 | ||||||
| Commitments and contingencies (Note 11) | ||||||||
| Stockholders’ equity | ||||||||
| Common stock, $0.0001 par value, 400,000,000 shares authorized, 55,427,314 and 56,530,617 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively | 6 | 6 | ||||||
| Additional paid-in capital | 747,521 | 743,207 | ||||||
| Accumulated deficit | (374,980 | ) | (336,725 | ) | ||||
| Total stockholders’ equity in Ton Strategy Company | 372,547 | 406,488 | ||||||
| Non-controlling interests of discontinued operations | (239 | ) | (93 | ) | ||||
| Total stockholders’ equity | 372,308 | 406,395 | ||||||
| Total liabilities and stockholders’ equity | $ | 379,081 | $ | 411,164 | ||||
| TON STRATEGY COMPANY CONSOLIDATED STATEMENTS OF INCOME (in thousands, except share and per share data) (unaudited) |
||||||||||||||||
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | ||||||||||||||||
| GRAM | $ | 8,804 | $ | 199 | $ | 20,951 | $ | 199 | ||||||||
| GRAM – related party | 4,261 | 508 | 10,135 | 508 | ||||||||||||
| Total Revenue | 13,065 | 707 | 31,086 | 707 | ||||||||||||
| Cost of revenue | 701 | 23 | 1,623 | 23 | ||||||||||||
| Gross profit | 12,364 | 684 | 29,463 | 684 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Depreciation and amortization | 3 | 8 | 7 | 25 | ||||||||||||
| General and administrative – related parties | 1,356 | 3,277 | 6,658 | 3,895 | ||||||||||||
| General and administrative | 7,028 | 5,690 | 22,031 | 7,245 | ||||||||||||
| Total operating expenses | 8,387 | 8,975 | 28,696 | 11,165 | ||||||||||||
| Operating income (loss) from continuing operations | 3,977 | (8,291 | ) | 767 | (10,481 | ) | ||||||||||
| Other income (expense), net | ||||||||||||||||
| Interest income | 369 | 289 | 940 | 500 | ||||||||||||
| Unrealized gain on investments | – | (121 | ) | – | – | |||||||||||
| Other income (expense), net | (27,224 | ) | 120,359 | (32,368 | ) | 120,358 | ||||||||||
| Total other income (expense), net | (26,855 | ) | 120,527 | (31,428 | ) | 120,858 | ||||||||||
| Net income (loss) from continuing operations before income taxes | (22,878 | ) | 112,236 | (30,661 | ) | 110,377 | ||||||||||
| Income tax expense | – | 14,404 | 2 | 14,405 | ||||||||||||
| Net income (loss) from continuing operations | (22,878 | ) | 97,832 | (30,663 | ) | 95,972 | ||||||||||
| Loss from discontinued operations, net of tax | (1,097 | ) | (13,113 | ) | (7,738 | ) | (16,043 | ) | ||||||||
| Net income (loss) | (23,975 | ) | 84,719 | (38,401 | ) | 79,929 | ||||||||||
| Less: Net income (loss) attributable to non-controlling interests of discontinued operations | (7 | ) | 383 | (146 | ) | 533 | ||||||||||
| Net income (loss) attributable to Ton Strategy Company | (23,968 | ) | 84,336 | (38,255 | ) | 79,396 | ||||||||||
| Preferred dividends attributable to preferred shareholder | – | (67 | ) | – | (152 | ) | ||||||||||
| Deemed dividend due to redemption of Preferred Stock | – | (1,000 | ) | – | (1,000 | ) | ||||||||||
| Net income (loss) attributable to common shareholders | $ | (23,968 | ) | $ | 83,269 | $ | (38,255 | ) | $ | 78,244 | ||||||
| Income (loss) per share from continuing operations – basic | $ | (0.40 | ) | $ | 2.62 | $ | (0.53 | ) | $ | 7.19 | ||||||
| Income (loss) per share from continuing operations – diluted | $ | (0.40 | ) | $ | 2.62 | $ | (0.53 | ) | $ | 7.18 | ||||||
| Income (loss) per share from discontinued operations – basic | $ | (0.02 | ) | $ | (0.39 | ) | $ | (0.13 | ) | $ | (1.33 | ) | ||||
| Income (loss) per share from discontinued operations – diluted | $ | (0.02 | ) | $ | (0.39 | ) | $ | (0.13 | ) | $ | (1.33 | ) | ||||
| Income (loss) per share attributable to common shareholders – basic | $ | (0.42 | ) | $ | 2.23 | $ | (0.66 | ) | $ | 5.86 | ||||||
| Income (loss) per share attributable to common shareholders – diluted | $ | (0.42 | ) | $ | 2.23 | $ | (0.66 | ) | $ | 5.85 | ||||||
| Weighted average number of common shares outstanding – basic | 57,236,910 | 37,262,322 | 57,881,153 | 13,352,515 | ||||||||||||
| Weighted average number of common shares outstanding – diluted | 57,236,910 | 37,316,756 | 57,881,153 | 13,370,859 | ||||||||||||
| TON STRATEGY COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) |
||||||||
| Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Operating Activities: | ||||||||
| Net income (loss) | $ | (38,401 | ) | $ | 79,929 | |||
| Loss from discontinued operations, net of tax | 7,738 | 16,043 | ||||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities, net of discontinued operations: | ||||||||
| Depreciation and amortization | 7 | 25 | ||||||
| Share-based compensation | 10,052 | 2,927 | ||||||
| Income tax expense | 2 | 14,405 | ||||||
| Non-cash consideration received in the form of GRAM | (20,957 | ) | (199 | ) | ||||
| Non-cash consideration received in the form of GRAM – related party | (11,692 | ) | (508 | ) | ||||
| Non-cash transaction fees paid with Digital Assets | 18 | 245 | ||||||
| Realized (Gains) / Losses on Digital Assets | (214 | ) | (259,775 | ) | ||||
| Unrealized (Gains) / Losses on Digital Assets | 32,588 | 139,417 | ||||||
| Effect of changes in assets and liabilities, net of discontinued operations: | ||||||||
| Prepaid expenses and other non-current and current assets – related parties | 2,953 | (2,840 | ) | |||||
| Prepaid expenses and other current assets | (285 | ) | (2,162 | ) | ||||
| ERC receivable | 734 | 1,724 | ||||||
| Accounts payable, accrued expenses, and accrued interest | 702 | 360 | ||||||
| Accounts payable, accrued expenses, and accrued interest – related parties | 1,334 | 1,388 | ||||||
| Net cash used in operating activities attributable to continuing operations | (15,421 | ) | (9,021 | ) | ||||
| Net cash used in operating activities attributable to discontinued operations | (1,800 | ) | (3,756 | ) | ||||
| Investing Activities: | ||||||||
| Proceeds from sale of Digital Assets | 8,608 | – | ||||||
| Purchase of Digital Assets | – | (295,000 | ) | |||||
| Purchases of property and equipment | (15 | ) | – | |||||
| Purchases of investments – trading securities | – | (811 | ) | |||||
| Proceeds from sale of investments – trading securities | – | 5,724 | ||||||
| Purchases of intangible assets | – | (16 | ) | |||||
| Net cash provided by (used in) investing activities attributable to continuing operations | 8,593 | (290,103 | ) | |||||
| Net cash provided by (used in) investing activities attributable to discontinued operations | 25 | (4,404 | ) | |||||
| Financing Activities: | ||||||||
| Proceeds from PIPE offering, net of offering costs | – | 361,390 | ||||||
| Proceeds from sale of common stock offerings | – | 7,228 | ||||||
| Repurchases of common stock | (5,738 | ) | (14,327 | ) | ||||
| Proceeds from sale of preferred stock offering | – | 5,000 | ||||||
| Redemption of Series D – Preferred Stock | – | (6,152 | ) | |||||
| Payments for offering costs related to preferred stock offerings | – | (300 | ) | |||||
| Payments for deferred offering costs | – | (7 | ) | |||||
| Payment of note payable | – | (118 | ) | |||||
| Net cash provided by (used in) financing activities | (5,738 | ) | 352,714 | |||||
| Net change in cash, cash equivalents, and restricted cash | (14,341 | ) | 45,430 | |||||
| Cash, cash equivalents, and restricted cash – beginning of period | 39,662 | 8,495 | ||||||
| Cash, cash equivalents, and restricted cash – end of period | $ | 25,321 | $ | 53,925 | ||||
