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Upsized and oversubscribed PIPE offering by Verb Technology Company Inc. (Nasdaq: VERB) expected to deliver approximately $558 million in gross proceeds
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Company is expected to create the first publicly traded treasury reserve of Toncoin, the native cryptocurrency of The Open Network blockchain, which has an exclusive partnership with Telegram, the world’s second largest messenger with over one billion monthly active users
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Deeply experienced team expected to be led by Executive Chairman Manuel Stotz, Founder & CEO of Kingsway Capital and President of the TON Foundation, supported by a strategic partnership with Blockchain.com
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Over 110 institutional and crypto-native investors subscribed to the deal, led by Kingsway Capital and anchored by Vy Capital, Blockchain.com, Ribbit Capital, and Graticule (GAMA)
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Transaction expected to close on or around August 7, 2025
Verb Technology Company, announced the pricing of an upsized and oversubscribed private placement (“PIPE transaction”), positioning the Company to implement a TON treasury strategy. The Company expects to rebrand as TON Strategy Co. (“TSC”) and become the first publicly traded treasury reserve of Toncoin ($TON), the native cryptocurrency of The Open Network (“TON”) 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 (including pre-funded warrants) 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.
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Earlier this year, Telegram and the TON Foundation announced that TON would become the exclusive blockchain powering Telegram’s ecosystem. It is the only way for millions of Telegram creators and mini app developers to withdraw rewards earned from users and advertisers, the only accepted payment method for Telegram Ads in most countries, the sole platform for Telegram’s tokenized assets — including usernames, accounts, and gift NFTs — and the only permitted blockchain for Telegram’s mini app ecosystem. Unlike other social applications, Telegram users can use $TON within the messenger without leaving the interface. Earlier this quarter, TON Wallet, a self-custodial wallet built into Telegram’s interface, went live to its 87 million U.S. users. Globally, Telegram reports to have over one billion monthly active users and to be the world’s fastest growing large-scale messenger app.
“Telegram is the preferred messenger for the growing global crypto community and $TON is the currency that powers the Telegram ecosystem. In my judgment, permanent capital vehicles are particularly suitable for long-term holdings of $TON, which not only has the potential to compound in value, but also offers staking yield, meaning TSC can benefit from staking rewards,” said Manuel Stotz, incoming Executive Chairman.
“The TON ecosystem marks a major step in global crypto adoption, and I’m proud we’re leading efforts to drive investment in the future of digital commerce,” said Peter Smith, CEO & Co-Founder of Blockchain.com and incoming Special Advisor to the Company. “I believe this new leadership team’s combined crypto and institutional expertise will foster blockchain innovation.”
“I’m excited to work with Manny, the incoming leadership team and the Kingsway team, and for the value creation opportunity this deal represents for all VERB stockholders,” stated Rory J. Cutaia, VERB CEO.
Incoming Leadership Team & Special Advisor
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
Institutional & Crypto Native Investors
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 (GAMA). Additional investors include CMCC Global, Pantera, MEXC Ventures, ParaFi Capital, Luxor Capital, Arrington Capital, Animoca, Kraken, BitGo, FalconX, Orbs Group, The Open Platform (TOP), TVM Ventures, Kenetic, Hivemind Capital, UNCAP, DigiStrats, Pacific Coast Venture Partners, and several high-profile crypto founders like Guy Young, Founder of Ethena Labs.
Expected Result of PIPE Transaction
Following closing, the Company expects to have:
- One of the largest percentages (36%) of its share capital subject to lock up (between six to 12 months, subject to customary exceptions);
- One of the largest cash assets to total assets (77% of total raise) raised amongst Digital Asset Treasury (“DAT”) companies for non-BTC & ETH digital assets;
- One of the largest cash assets to underlying market value of circulating supply of $TON (approximately 5% of the market value of circulating supply); and
- Significant cash reserves to grow $TON treasury post launch.
Trading & Next Steps
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.
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