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Verb Technology Co. Inc., guided by Perkins Coie LLP and Brownstein Hyatt Farber Schreck, today announced a landmark $558 million private placement to build a substantial treasury reserve of the Telegram-affiliated TONcoin token.

The social commerce technology company will rebrand as TON Strategy Co., becoming the first publicly traded treasury reserve dedicated to TONcoin. This initiative includes major participation from Kingsway Capital, led by Reed Smith LLP, alongside other institutional and cryptocurrency investors.

TONcoin serves as the native cryptocurrency for the blockchain known as "The Open Network" (TON), which Telegram has designated as the exclusive blockchain powering its ecosystem. Creators on the Telegram platform are able to withdraw rewards exclusively using TONcoin.

Manuel Stotz, founder and CEO of Kingsway Capital and the incoming executive chairman of TON Strategy, emphasized the suitability of permanent capital vehicles for long-term holdings of TONcoin. Verb’s placement agent Cohen & Co. Capital Markets, represented by Morgan Lewis & Bockius LLP, advised Kingsway throughout the process.

The offering consists of 58.7 million shares of common stock at $9.51 per share, with the transaction expected to close on Thursday. Net proceeds will be used to acquire TONcoin, which will be the company’s primary treasury reserve asset.

The company’s existing operations will continue as usual, and its common stock will remain listed on Nasdaq under the ticker symbol VERB.

In related news, blockchain-based lending firm Figure Technology Solutions Inc. announced plans to raise capital through an initial public offering, filing a draft registration statement with the U.S. Securities and Exchange Commission. Details regarding the share count and pricing remain pending market conditions and SEC approval.

Company Representations:

• Verb Technology Co. Inc. — Perkins Coie LLP and Brownstein Hyatt Farber Schreck

• Kingsway Capital — Reed Smith LLP

• Cohen & Co. Capital Markets — Morgan Lewis & Bockius LLP