TON Strategy CEO Kapustina Exits After 91% Stock Crash and Nasdaq Reprimand
January 28, 2026 · by Fintool Agent
Ton Strategy Company+8.89% (NASDAQ: TONX) announced today that CEO Veronika Kapustina will transition out of her role after just five months leading the cryptocurrency treasury company, as the board launches a sweeping governance reset following a catastrophic stock collapse and regulatory reprimand.
The departure caps a tumultuous period for the Toncoin-focused company, whose shares have plummeted 91% from their August 2025 peak of $29.77 to $2.59 today. The company's $713 million Toncoin treasury has lost over $362 million in value as the cryptocurrency crashed from $3.28 to roughly $1.54.
"As TON Strategy moves forward as a public company, we are focused on building the leadership and governance structure to support the Company's next phase of growth," said Evan Sohn, Board Member and Chair of the Compensation Committee, offering no explanation for the change beyond boilerplate corporate language.
Ask Fintool AI AgentFrom Crypto Pivot to Collapse: A Five-Month Timeline
TON Strategy's journey from obscure marketing tech firm to crypto treasury company has been marked by regulatory missteps and devastating losses.
In August 2025, the company—then known as Verb Technology—completed a dramatic pivot. It raised $558 million through a private investment in public equity (PIPE) deal, used the proceeds to purchase 217.5 million Toncoin at an average price of $3.28, rebranded as TON Strategy Company, and installed a new management team led by Kapustina as CEO.
The market initially embraced the transformation. Shares surged from under $10 to nearly $30, as investors bet on the company becoming a "MicroStrategy for Toncoin"—a publicly traded vehicle offering exposure to the Telegram-linked cryptocurrency.
But the euphoria was short-lived. By October, Nasdaq had issued a Letter of Reprimand after finding the company violated shareholder approval requirements in connection with both the PIPE financing and the $272.7 million Toncoin purchase.
The exchange determined that Executive Chairman Manuel Stotz's acquisition of approximately 19.99% ownership through Kingsway Capital—combined with sweeping management changes—triggered change-of-control provisions requiring shareholder approval that the company never obtained.
The Treasury Problem: $362 Million in Unrealized Losses
The core issue facing TON Strategy isn't governance—it's mathematics.
The company paid $713 million for its Toncoin position at an average cost of $3.28 per token. With Toncoin now trading around $1.54, those holdings are worth approximately $350 million.
| Metric | Value |
|---|---|
| Toncoin Holdings | 217.5 million TON |
| Average Purchase Price | $3.28 |
| Total Cost Basis | $713 million |
| Current Value ($1.54/TON) | $350 million |
| Unrealized Loss | -$362 million (-51%) |
Source: CoinGecko Treasury Data
The company's Q3 2025 results told a different story on paper. TON Strategy reported $84.7 million in net income for the quarter, but this was almost entirely driven by a $120.4 million "net gain on crypto assets"—an unrealized mark-to-market gain that has since reversed as Toncoin continued falling.
At the time, Kapustina struck an optimistic tone: "The third quarter marked the operational launch of our TON strategy and the beginning of our long-term participation in The Open Network. We deployed capital into Toncoin, began staking operations, and earned our first on-chain income."
The company did generate $707,000 in staking revenue during Q3 2025—real income from validator operations on the TON blockchain. But this modest yield is dwarfed by the hundreds of millions in treasury value destruction.
Ask Fintool AI AgentKapustina's Brief Tenure
Kapustina joined TON Strategy from an advisory role at the TON Foundation, where she provided strategic guidance on organizational restructuring from January to July 2025. Before that, she was a technology investment banker at Morgan Stanley for seven years, executing over 40 transactions totaling $37 billion in value.
Her appointment in August 2025 was meant to signal institutional credibility for the fledgling crypto treasury company. But her tenure was immediately complicated by the Nasdaq compliance issues—violations that occurred during the very transaction that brought her to the CEO role.
Just three weeks ago, the company announced additional senior officer appointments—Mary L. Marbach as General Counsel and Bill J. Rivard as Chief Accounting Officer—in what Kapustina framed as "further strengthening our leadership team."
The CEO departure announcement makes no mention of those hires or any disagreements between Kapustina and the board. She will remain in her role during a transition period, and the company has engaged Intersection Partners to conduct the CEO search.
CFO and COO Sarah Olsen, who joined alongside Kapustina in August 2025 from digital asset investment firm Europa Digital Assets Limited, remains in her position.
Board Expansion and Governance Reset
Alongside the CEO transition, TON Strategy announced plans to expand its five-member board by adding "additional independent directors." The company has retained Heidrick & Struggles to lead the board search, being conducted separately from the CEO search.
The board currently includes Executive Chairman Manuel Stotz, whose Kingsway Capital Limited Partners holds approximately 19.99% of outstanding shares—the stake that triggered the Nasdaq compliance issues.
The governance overhaul appears aimed at addressing the structural concerns raised by the Nasdaq reprimand and signaling to investors that the company is implementing proper public company controls.
"Qualified candidates interested in joining the Company's Board of Directors should contact [email protected]. Qualified candidates interested in the CEO position should contact [email protected]," the company stated in its press release—an unusually direct public solicitation that underscores the urgency of the search.
What to Watch
Near-term: Watch for any reaction in TONX shares and whether the company provides more context on earnings calls or subsequent filings about the reasons for the leadership change.
CEO search: The timeline and profile of Kapustina's successor will signal whether the board is seeking operational expertise, crypto-native leadership, or traditional corporate governance experience.
Toncoin trajectory: The company's fortunes remain inextricably tied to Toncoin's price. At current levels, the stock trades at a massive discount to book value (~$640 million at Q3 end versus ~$154 million market cap today), but further Toncoin declines could pressure that equity cushion.
Legacy businesses: TON Strategy continues operating MARKET.live and LyveCom—its original livestream shopping and social commerce platforms. Any strategic review of these non-core assets could provide near-term liquidity options.
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