Verb Technology Company, Inc. (Nasdaq: VERB) on Monday announced the pricing of an upsized and oversubscribed private placement valued at approximately $558 million. The transaction also aims to support a strategic shift by the Las Vegas-based firm, which plans to rebrand as TON Strategy Co. (TSC) and hold Toncoin ($TON) as its primary treasury reserve asset.
The private investment in public equity (PIPE) deal, scheduled to close around August 7 pending customary conditions, involves the sale of approximately 58.7 million shares of common stock and pre-funded warrants at $9.51 per share — matching the stock’s closing price of $9.51 on August 1. The majority of the net proceeds are intended for acquiring $TON, the native cryptocurrency of The Open Network blockchain.
Becoming a Major Toncoin Holder
Through this move, Verb aims to become one of the world’s largest holders of Toncoin and plans to generate cash flow by earning staking rewards. The company’s existing operations will continue and expand alongside its new treasury strategy.
Incoming Executive Chairman Manuel Stotz described the approach as “particularly suitable for long-term holdings” of Toncoin, citing its potential to appreciate in value and produce staking yield. Stotz added that the permanent capital model could help TSC maintain sustainable exposure to Toncoin over time.
The company’s shift comes amid broader momentum for the TON blockchain. Earlier this year, Telegram and the TON Foundation announced that TON would serve as the exclusive blockchain for Telegram’s ecosystem, enabling functions such as creator rewards, in-app payments, and tokenized assets.
Meanwhile, in the second quarter, Telegram launched TON Wallet — a built-in, self-custodial wallet — to approximately 87 million U.S. users. Telegram itself reports more than one billion monthly active users globally.
Leadership Changes and Outlook
The planned rebrand to TON Strategy Co. reflects Verb’s intent to align its corporate identity with its treasury reserve strategy centered on Toncoin. The initiative is supported by Kingsway Capital and will bring new leadership, including Blockchain.com CEO & Co-Founder Peter Smith as incoming Special Advisor.
Smith called the TON ecosystem “a major step in global crypto adoption,” highlighting the incoming team’s combined blockchain and institutional investing experience. Current Verb CEO Rory J. Cutaia expressed optimism about the deal’s value-creation potential for shareholders, stating he looked forward to collaborating with Stotz and Kingsway Capital.
The transaction marks a significant shift for Verb Technology, which trades publicly on Nasdaq, as it seeks to merge its software business with a cryptocurrency treasury strategy rooted in the rapidly expanding TON blockchain network.
