Financial Performance - Revenue for Q3 2025 totaled $3.6 million, a significant increase from $0.1 million in Q3 2024, with $707,000 generated from staking activities[5] - Gross profit was $2.7 million, representing 75.4% of revenue, compared to $74,000 or 57.8% of revenue in Q3 2024[5] - Net income reached $84.7 million, a turnaround from a net loss of $2.0 million in Q3 2024[6] - Total revenue for the three months ended September 30, 2025, was $3,609 million, a significant increase from $128 million in the same period of 2024, representing a growth of approximately 2,820%[18] - The net income for the nine months ended September 30, 2025, was $79,929 million, compared to a net loss of $7,141 million in the same period of 2024, indicating a turnaround in profitability[20] - The net income attributable to common stockholders for the three months ended September 30, 2025, was $83,269 million, compared to a net loss of $(2,716) million in the same period of 2024[18] Assets and Equity - Total stockholders' equity was $639.5 million, with a book value per share of approximately $10.82[4] - The company held digital assets with a fair value of $588.2 million and cash totaling $53.9 million at the end of Q3 2025[6] - Cash and restricted cash at the end of the period was $53,925 million, up from $10,515 million at the beginning of the period, showing a net change in cash of $45,430 million[20] Costs and Expenses - Operating loss for the three months ended September 30, 2025, was $(21,708) million, compared to $(2,312) million in the same period of 2024, reflecting increased costs and expenses[18] - The company incurred total costs and expenses of $25,317 million for the three months ended September 30, 2025, compared to $2,440 million in the same period of 2024, marking an increase of approximately 938%[18] Investments and Acquisitions - The company acquired 217.5 million units of $TON and staked 177.1 million units as of September 30, 2025[4] - The TON Treasury Strategy was initiated with proceeds from a $558 million private placement to acquire and stake $TON[3] - The company purchased digital assets totaling $295,000 million during the nine months ended September 30, 2025, indicating a strong investment strategy in digital assets[20] Stock and Shareholder Activities - A stock buyback program of up to $250 million was approved, with 1,984,072 shares repurchased at prices below book value[4] - The weighted average number of common shares outstanding for basic earnings per share was 37,262,322 for the three months ended September 30, 2025[18] Market Presence and Strategy - Toncoin began trading on platforms such as Gemini, Robinhood, and Zengo, enhancing global access[4] - The company plans to strengthen its team with key hires to support its treasury strategy and operational growth[7] - The company raised $361,390 million from a PIPE offering, significantly bolstering its financing activities[20]

Financial Performance - The company reported a significant net loss, raising concerns about achieving or maintaining profitable operations[17] - Future financial performance may differ materially from current expectations due to various known and unknown risks[14] Customer Base and Market Challenges - The management anticipates challenges in maintaining and expanding the customer base, as well as convincing customers to increase usage of services and platforms[12] - There is uncertainty regarding the ability to grow and compete effectively in the current market environment[17] - The company faces risks from evolving global economic conditions, including inflation, rising interest rates, and potential recessionary concerns[13] Strategic Initiatives - The company is focused on increasing strategic relationships and growing revenues from existing partnerships[18] - New product platforms, including MARKET.live, are expected to be launched, with a focus on adoption rates and revenue generation from these platforms[13] Compliance and Security - Compliance with the Nasdaq Capital Market listing requirements remains a priority for the company[18] - The company is susceptible to cybersecurity incidents, particularly concerning its holdings of Toncoin[18] Cryptocurrency Strategy - The company is implementing a cryptocurrency treasury strategy by acquiring Toncoin, which may impact financial results and stock price due to its liquidity compared to cash[12]

Core Insights - The company, formerly known as Verb Technology Company, has rebranded to TON Strategy Company and began trading as TONX on the Nasdaq Capital Market on September 2, 2025 [2] - TONX's strategy focuses on accumulating Toncoin ($TON) and providing public market equity investors access to this unique asset class, leveraging its integration with Telegram, a platform with one billion users [3][4] Company Strategy - The company aims to steadily expand its $TON treasury through various means, including capital raising transactions, staking rewards, and open market purchases [4] - TONX positions itself as a significant infrastructure provider within the TON blockchain ecosystem, capitalizing on its unique integration with Telegram for digital wallets, payments, and applications [3] Legacy Operations - In addition to its digital asset strategy, the company continues to operate legacy business units such as MARKET.live, a multi-vendor livestream shopping platform, and LyveCom, which focuses on AI-powered social commerce [5]

Core Points - Verb Technology Company will officially change its name to TON Strategy Company on September 2 [1] - The company's NASDAQ stock code will change from "VERB" to "TONX" starting September 2 [1] - A new company website will be launched in conjunction with the name change [1]

Crypto Treasury Adoption - Public companies are increasingly adopting crypto treasury strategies [1][2] - This trend involves allocating a portion of company assets to cryptocurrencies [1][2] Company-Specific Strategies - Verb Technology (soon to be Ton Strategy Company) acquired $713 million worth of TON for its crypto treasury [1] - Verb aims to support the TON ecosystem through its treasury strategy [1] - SharpLink Gaming authorized a $15 billion stock buyback to prevent equity dilution and optimize capital allocation [2] Focus on Cryptocurrencies - Verb Technology focuses on TON [1] - SharpLink Gaming focuses on ETH [2]

Core Viewpoint - Verb Technology Company, Inc. has successfully closed a $558 million private placement to support the acquisition of Toncoin, the native cryptocurrency of The Open Network blockchain, aiming to become the largest publicly traded treasury reserve of Toncoin [1][3]. Company Strategy - The majority of the net proceeds from the PIPE transaction will be used to acquire Toncoin, which will serve as the primary treasury reserve asset for the company [3]. - The company plans to generate sustainable staking rewards from its Toncoin holdings to manage and grow its exposure in a cash flow positive manner [3]. - Verb Technology Company intends to rebrand as TON Strategy Co. to reflect its new focus on digital assets while continuing to operate its existing business units [3]. Investment Participation - The PIPE transaction involved approximately 58.7 million shares of common stock and participation from over 110 institutional and crypto-native investors, including notable firms such as Vy Capital, Blockchain.com, and Ribbit Capital [2]. - The transaction was led by Kingsway Capital, which played a significant role in the placement [2]. Leadership and Advisory Team - The company will be led by a team with extensive experience in digital assets, including Executive Chairman Manuel Stotz, who has over 15 years of investment experience in the blockchain ecosystem [5]. - CEO Veronika Kapustina has a background in capital markets and blockchain, having previously served as a Senior Advisor to the TON Foundation [5]. - CFO Sarah Olsen brings expertise from her previous role at JP Morgan, focusing on blockchain and tokenized assets [5]. Company Overview - Verb Technology Company operates in the social commerce space, leveraging technology and video marketing to enhance customer engagement and conversion rates [7]. - The company has developed a multi-vendor, livestream social shopping platform, integrating advanced AI capabilities for content creation and audience interaction [7].

Group 1: Earnings Performance - Verb Technology Company, Inc. reported a quarterly loss of $1.79 per share, which was better than the Zacks Consensus Estimate of a loss of $2.04, representing an earnings surprise of +12.25% [1] - The company has surpassed consensus EPS estimates in all four of the last quarters [2] - The revenue for the quarter ended June 2025 was $2.12 million, exceeding the Zacks Consensus Estimate by 51.64%, compared to revenues of $0.04 million in the same quarter last year [2] Group 2: Stock Performance - Verb Technology shares have increased approximately 190.8% since the beginning of the year, significantly outperforming the S&P 500's gain of 7.1% [3] - The current Zacks Rank for Verb Technology is 3 (Hold), indicating that the shares are expected to perform in line with the market in the near future [6] Group 3: Future Outlook - The consensus EPS estimate for the upcoming quarter is -$1.90 on revenues of $1.4 million, and for the current fiscal year, it is -$8.03 on revenues of $5.5 million [7] - The outlook for the Internet - Software industry, where Verb Technology operates, is currently in the top 32% of over 250 Zacks industries, suggesting a favorable environment for stock performance [8]

[Cautionary Note Regarding Forward-Looking Statements](index=4&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD%20LOOKING%20STATEMENTS) Standard disclaimer on forward-looking statements, highlighting risks from crypto strategy, customer base, new products, and global trends - Forward-looking statements are identified by words like 'anticipates,' 'believes,' 'expects,' and 'plans,' and are subject to numerous known and unknown risks and uncertainties[11](index=11&type=chunk) - Key risks include the decision to implement a cryptocurrency treasury strategy (**Toncoin dependence**), ability to maintain and expand customer base, impact of **Toncoin price** on financial results, changes in digital asset regulatory landscape, availability of Toncoin staking opportunities, successful launch and adoption of new platforms like **MARKET.live**, and the impact of global economic, political, and social trends[12](index=12&type=chunk)[13](index=13&type=chunk) - Other risks include significant net losses, ability to grow and compete, competitive market, strategic relationships, technological developments, dependence on third-party providers, attracting and retaining management, cybersecurity incidents, and Nasdaq listing compliance[14](index=14&type=chunk)[15](index=15&type=chunk) [Part I - Financial Information](index=6&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1 - Financial Statements (Unaudited)](index=6&type=section&id=ITEM%201%20-%20FINANCIAL%20STATEMENTS%20(UNAUDITED)) Unaudited condensed consolidated financial statements for Q2 2025 and 2024, detailing operations, balance sheets, equity, and cash flows [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Condensed Consolidated Statements of Operations (in thousands) | | Three Months Ended June 30, | | | Six Months Ended June 30, | | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | | 2025 | 2024 | 2025 | 2024 | | Revenue | $ 2,123 | $ 37 | $ 3,428 | $ 44 | | Costs and expenses: | | | | | | Cost of revenue | 611 | 31 | 958 | 36 | | Depreciation and amortization | 336 | 269 | 622 | 525 | | General and administrative | 4,110 | 2,142 | 7,441 | 5,105 | | Total costs and expenses | 5,057 | 2,442 | 9,021 | 5,666 | | Operating loss | (2,934) | (2,405) | (5,593) | (5,622) | | Total other income (expense), net | 329 | 674 | 550 | 446 | | Net loss before income taxes | (2,605) | (1,731) | (5,043) | (5,176) | | Income tax expense (benefit) | (253) | - | (253) | - | | Net loss | (2,352) | (1,731) | (4,790) | (5,176) | | Net loss attributable to Verb Technology Company, Inc. | (2,376) | (1,731) | (4,940) | (5,176) | | Preferred stock dividend payable | (85) | (66) | (85) | (141) | | Net loss to common stockholders | $ (2,461) | $ (1,797) | $ (5,025) | $ (5,317) | | Loss per share - basic and diluted | $ (1.79) | $ (3.35) | $ (4.19) | $ (15.37) | | Weighted average number of common shares outstanding | 1,377,153 | 536,271 | 1,199,464 | 345,996 | [Condensed Consolidated Balance Sheets](index=8&type=section&id=Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheets (in thousands) | | June 30, 2025 | | December 31, 2024 | | :--- | :--- | :--- | :--- | | **ASSETS** | | | | | Current assets: | | | | | Cash | $ 4,350 | $ 7,617 | | Restricted cash | 883 | 878 | | Accounts receivable, net | 616 | 350 | | ERC receivable – short-term | 734 | 2,458 | | Short-term investments - trading | 5,125 | 4,913 | | Prepaid expenses and other current assets | 191 | 252 | | Total current assets | 11,899 | 16,468 | | Capitalized software development costs, net | 2,585 | 2,992 | | Property and equipment, net | 342 | 331 | | Operating lease right-of-use assets | 273 | 340 | | Intangible assets, net | 1,061 | 178 | | Goodwill | 5,165 | - | | Convertible notes receivable | 1,155 | - | | Investment in equity securities | 563 | - | | Bifurcated embedded derivative asset | 350 | - | | Other assets | 266 | 326 | | **Total assets** | **$ 23,659** | **$ 20,635** | | **LIABILITIES AND STOCKHOLDERS' EQUITY** | | | | | Current liabilities: | | | | | Accounts payable | $ 425 | $ 731 | | Accrued expenses | 2,062 | 2,326 | | Contract liabilities | 178 | 134 | | Accrued payroll | 394 | 425 | | Accrued officers' compensation | 284 | 534 | | Note payable, current | - | 20 | | Operating lease liabilities, current | 138 | 124 | | Preferred dividend payable | 85 | - | | Total current liabilities | 3,566 | 4,294 | | Long-term liabilities: | | | | | Note payable, non-current | - | 98 | | Contingent liability, non-current | 600 | - | | Operating lease liabilities, non-current | 144 | 222 | | Total liabilities | 4,310 | 4,614 | | Stockholders' equity: | | | | | Series D Preferred Stock | 5,000 | - | | Common stock | 1 | 1 | | Additional paid-in capital | 206,498 | 203,295 | | Accumulated deficit | (192,119) | (187,094) | | Total stockholders' equity in Verb Technology Company, Inc. | 19,380 | 16,202 | | Non-controlling interests | (31) | (181) | | **Total stockholders' equity** | **19,349** | **16,021** | | **Total liabilities and stockholders' equity** | **$ 23,659** | **$ 20,635** | [Condensed Consolidated Statements of Stockholders' Equity](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) Condensed Consolidated Statements of Stockholders' Equity (in thousands) **For the six months ended June 30, 2025 (in thousands):** | | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Non-controlling interests | Total | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Balance as of December 31, 2024 | $ - | $ 1 | $ 203,295 | $ (187,094) | $ (181) | $ 16,021 | | Sale of Series D Preferred Shares | 5,000 | - | (300) | - | - | 4,700 | | Shares issued in connection with acquisition | - | - | 1,000 | - | - | 1,000 | | Fair value of vested restricted stock awards and stock options | - | - | 2,503 | - | - | 2,503 | | Series D Preferred Stock dividend payable | - | - | - | (85) | - | (85) | | Net income (loss) | - | - | - | (4,940) | 150 | (4,790) | | Balance as of June 30, 2025 | $ 5,000 | $ 1 | $ 206,498 | $ (192,119) | $ (31) | $ 19,349 | **For the six months ended June 30, 2024 (in thousands):** | | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Non-controlling interests | Total | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Balance at December 31, 2023 | $ 2,980 | $ 1 | $ 175,766 | $ (175,622) | $ - | $ 3,125 | | Sale of common stock from public offering | - | - | 18,596 | - | - | 18,596 | | Fair value of vested restricted stock awards and stock options | - | - | 638 | - | - | 638 | | Fair value of common shares issued as payment on notes payable | - | - | 2,867 | - | - | 2,867 | | Series C Preferred Stock redeemed in exchange for common shares |

Company Strategy - Verb Technology 将更名为 TON Strategy Co (TSC)，旨在推出首家公开上市的 Toncoin (TON) 国库策略公司 [1] - 公司通过私募融资 558 million 美元，用于支持新的 TON 策略 [1] Investment & Funding - Kingsway Capital 领投了此次融资 [1] - 超过 110 家机构和加密货币原生投资者参与了此次融资 [1]

Core Viewpoint - Verb Technology Company, Inc. is positioning itself to become the first publicly traded treasury reserve of Toncoin ($TON) through an upsized and oversubscribed private placement (PIPE transaction) [1][2][7] Group 1: PIPE Transaction Details - The company has entered into a PIPE transaction for approximately 58.7 million shares at a price of $9.51 per share, aiming for gross proceeds of about $558 million [2][7] - The majority of the net proceeds will be used to acquire $TON, establishing it as the primary treasury reserve asset [2][9] - The transaction is expected to close around August 7, 2025, subject to customary conditions [2][9] Group 2: Strategic Partnerships and Ecosystem - The TON blockchain will exclusively power Telegram's ecosystem, facilitating transactions for millions of creators and developers [3][4] - Telegram has over one billion monthly active users, making it a significant platform for $TON [3][7] - The company will benefit from a strategic partnership with Kingsway Capital and Blockchain.com, enhancing its institutional and crypto expertise [5][6][7] Group 3: Leadership and Expertise - The incoming leadership team includes Manuel Stotz as Executive Chairman, who has significant experience in the crypto industry [6][7] - Peter Smith, CEO of Blockchain.com, will serve as a special advisor, bringing additional expertise to the company [5][13] Group 4: Market Position and Future Plans - The company aims to be one of the largest holders of $TON globally, generating sustainable staking rewards [2][4] - The updated treasury strategy will be effective immediately after the transaction closes, emphasizing transparency and compliance [9][14] - The company plans to provide updates on the acquisition of $TON and governance measures in the coming weeks [9]