TONX

Reflects a voluntary forfeiture by the Reporting Person of restricted stock units ("RSUs") that were previously granted on October 6, 2025. At the time of forfeiture, the RSU award was not vested or settled, in full or in part.

Reflects a voluntary forfeiture by the Reporting Person of restricted stock units ("RSUs") that were previously granted on August 7, 2025. At the time of forfeiture, the RSU award was not vested or settled, in full or in part.

Reflects a voluntary forfeiture by the Reporting Person of RSUs that were previously granted on October 7, 2025. At the time of forfeiture, the RSU award was not vested or settled, in full or in part.

Reflects a voluntary forfeiture by the Reporting Person of restricted stock units ("RSUs") that were previously granted on August 7, 2025. At the time of forfeiture, the RSU award was not vested or settled, in full or in part.

Reflects a voluntary forfeiture by the Reporting Person of restricted stock units ("RSUs") that were previously granted on August 7, 2025. At the time of forfeiture, the RSU award was not vested or settled, in full or in part.

Reflects a voluntary forfeiture by the Reporting Person of restricted stock units ("RSUs") that were previously granted on August 7, 2025. At the time of forfeiture, the RSU award was not vested or settled, in full or in part.

This Form 4A is to amend the Form 4 previously filed on 12.5.2025 to correct a typo in the placement of the decimal point of price of the shares sold on 12.5.2025. This does not represent the sale of additional shares.

The restricted stock units (the "RSUs") were granted to the Reporting Person on October 7, 2025 pursuant to the TON Strategy Company 2019 Stock and Incentive Plan, as amended, and the terms of the Reporting Person's Employment Agreement, dated August 7, 2025. Twenty-five percent of the RSUs will vest on August 7, 2026, and one thirty-sixth of the remaining RSUs will vest on each subsequent monthly anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer.

The restricted stock units (the "RSUs") were granted to the Reporting Person on October 7, 2025 pursuant to the TON Strategy Company 2019 Stock and Incentive Plan, as amended, and the terms of the Reporting Person's Employment Agreement, dated August 7, 2025. Twenty-five percent of the RSUs will vest on August 7, 2026, and one thirty-sixth of the remaining RSUs will vest on each subsequent monthly anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer.

Kingsway Capital Partners Limited (the "Investment Manager"), serves as the investment manager to Kingsway Frontier Consumer Opportunities (FCO4) Growth Fund IV Ltd holding shares of the Issuer's common stock. The Reporting Person is the Chief Executive Officer of the Investment Manager and is the Issuer's Chairman of its board of directors.

The restricted stock units (the "RSUs") granted to the Reporting Person on August 7, 2025 (the "Effective Date") are issued pursuant to the Verb Technology Company, Inc. 2019 Stock Incentive Plan, as amended. The RSUs will vest on the one-year anniversary of the Effective Date.

The restricted stock units (the "RSUs") granted to the Reporting Person on August 7, 2025 (the "Effective Date") are issued pursuant to the Verb Technology Company, Inc. 2019 Stock Incentive Plan, as amended. The RSUs will vest on the one-year anniversary of the Effective Date.

The restricted stock units (the "RSUs") granted to the Reporting Person on August 7, 2025 (the "Effective Date") were issued pursuant to the Verb Technology Company, Inc. 2019 Stock Incentive Plan, as amended. The RSUs will vest on the one-year anniversary of the Effective Date.

The restricted stock units (the "RSUs") granted to the Reporting Person on August 7, 2025 (the "Effective Date") are issued pursuant to the Verb Technology Company, Inc. 2019 Stock Incentive Plan, as amended (the "Plan"). The RSUs will vest on the six-month anniversary following the successful and timely filing of the Company's first quarterly report, or Form 10-Q.

The restricted stock units (the "RSUs") granted to the Reporting Person on August 7, 2025 (the "Effective Date") are issued pursuant to the Verb Technology Company, Inc. 2019 Stock Incentive Plan, as amended. The RSUs will vest on the one-year anniversary of the Effective Date.

The 20,000 restricted stock units (the "RSUs") granted to the Reporting Person on August 1, 2025, are issued pursuant to the 2019 Stock and Incentive Compensation Plan. The RSUs vested on the grant date.

The 20,000 restricted stock units (the "RSUs") granted to the Reporting Person on August 1, 2025, are issued pursuant to the 2019 Stock and Incentive Compensation Plan. The RSUs vested on the grant date.

The restricted stock units (the "RSUs") granted to the Reporting Person on August 1, 2025 (the "grant date") as referenced herein, and issued on August 2, 2025, are comprised of 400,000 RSUs issued to Mr. Geiskopf in partial consideration of an expansive 4-year non-compete agreement. The RSUs vested on the grant date.

The restricted stock units (the "RSUs") granted to the Reporting Person on August 1, 2025 (the "grant date") as referenced herein, are comprised of 250,000 RSUs issued to Mr. Cutaia's in consideration of an expansion and extension of the existing non-compete provision in his employment agreement, and 150,000 RSUs issued in consideration of a modification to the constructive discharge provisions of his employment agreement. The RSUs vested on the grant date.

The restricted stock units (the "RSUs") granted to the Reporting Person on July 31, 2025 (the "grant date") as referenced herein, are issued pursuant to that October 31, 2024 Corporate Action, Change of Control, and Extraordinary Performance Agreement (the "Extraordinary Performance Agreement") instituted and adopted by the board of directors of the Issuer (the "Board"), pursuant to which the Board determined to grant RSUs to the Reporting Person upon the achievement of certain quarterly revenue-based performance metrics. The RSUs vested on the grant date. The Company's independent board members determined that issuance of the balance of the RSUs contemplated under the Extraordinary Performance Agreement was warranted given the meaningful growth of revenue attributed to the measures and strategies employed and executed by the recipients, well beyond what was reasonably contemplated at the time the Extraordinary Performance Agreement was adopted.

The total reported in Column 5 includes the (i) 160,000 newly awarded restricted stock units, of which all 160,000 have vested, (ii) 80,000 restricted stock units, of which all 80,000 have vested (iii) 60,000 restricted stock units, of which all 60,000 have vested, (iv) 60,000 restricted stock units, of which all 60,000 have vested, (v) 24,279 restricted stock units, of which 0 have vested, (vi) 16,310 restricted stock units, of which 0 have vested, and (vii) 169 shares of common stock.

The restricted stock units (the "RSUs") granted to the Reporting Person on July 31, 2025 (the "grant date") as referenced herein, are issued pursuant to that October 31, 2024 Corporate Action, Change of Control, and Extraordinary Performance Agreement ( the "Extraordinary Performance Agreement") instituted and adopted by the board of directors of the Issuer (the "Board"), pursuant to which the Board determined to grant RSUs to the Reporting Person upon the achievement of certain quarterly revenue-based performance metrics. The RSUs vested on the grant date. The Company's independent board members determined that issuance of the balance of the RSUs contemplated under the Extraordinary Performance Agreement was warranted given the meaningful growth of revenue attributed to the measures and strategies employed and executed by the recipients, well beyond what was reasonably contemplated at the time the Extraordinary Performance Agreement was adopted.

The total reported in Column 5 includes the (i) 160,000 newly awarded restricted stock units, of which all 160,000 have vested (ii) 80,000 restricted stock units, of which all 80,000 have vested, (iii) 60,000 restricted stock units, of which all 60,000 have vested, (iv) 60,000 restricted stock units, of which all 60,000 have vested, (v) 75,873 restricted stock units, of which 0 have vested, (vi) 50,968 restricted stock units, of which 0 have vested, and (vii) 884 shares of common stock.

The restricted stock units (the "RSUs") granted to the Reporting Person on July 7, 2025 (the "grant date") as referenced herein, are issued pursuant to that October 31, 2024 Corporate Action, Change of Control, and Extraordinary Performance Agreement instituted and adopted by the board of directors of the Issuer (the "Board"), pursuant to which the Board determined to grant RSUs to the Reporting Person upon the achievement of certain quarterly revenue-based performance metrics. The RSUs vested on the grant date.

The total reported in Column 5 includes the (i) 80,000 newly awarded restricted stock units, of which all 80,000 have vested (ii) 60,000 awarded restricted stock units, of which all 60,000 have vested, (iii) 60,000 restricted stock units, of which all 60,000 have vested, (iv) 24,279 restricted stock units, of which 0 have vested, (v) 16,310 restricted stock units, of which 0 have vested, and (vi) 169 shares of common stock.

The restricted stock units (the "RSUs") granted to the Reporting Person on July 7, 2025 (the "grant date") as referenced herein, are issued pursuant to that October 31, 2024 Corporate Action, Change of Control, and Extraordinary Performance Agreement instituted and adopted by the board of directors of the Issuer (the "Board"), pursuant to which the Board determined to grant RSUs to the Reporting Person upon the achievement of certain quarterly revenue-based performance metrics. The RSUs vested on the grant date.

The total reported in Column 5 includes the (i) 80,000 newly awarded restricted stock units, of which all 80,000 have vested, (ii) 60,000 awarded restricted stock units, of which all 60,000 have vested, (iii) 60,000 restricted stock units, of which all 60,000 have vested, (iv) 75,873 restricted stock units, of which 0 have vested, (v) 50,968 restricted stock units, of which 0 have vested, and (vi) 884 shares of common stock.

The restricted stock units (the "RSUs") granted to the Reporting Person on April 10, 2025 (the "grant date") as referenced herein, are issued pursuant to that October 31, 2024 Corporate Action, Change of Control, and Extraordinary Performance Agreement instituted and adopted by the board of directors of the Issuer (the "Board"), pursuant to which the Board determined to grant RSUs to the Reporting Person upon the achievement of certain quarterly revenue-based performance metrics. The RSUs vested on the grant date.

The total reported in Column 5 includes the (i) 60,000 newly awarded restricted stock units, of which all 60,000 have vested, (ii) 60,000 restricted stock units, of which all 60,000 have vested, (iii) 24,279 restricted stock units, of which 0 have vested, (iv) 16,310 restricted stock units, of which 0 have vested, and (v) 169 shares of common stock.

The restricted stock units (the "RSUs") granted to the Reporting Person on April 10, 2025 (the "grant date") as referenced herein, are issued pursuant to that October 31, 2024 Corporate Action, Change of Control, and Extraordinary Performance Agreement instituted and adopted by the board of directors of the Issuer (the "Board"), pursuant to which the Board determined to grant RSUs to the Reporting Person upon the achievement of certain quarterly revenue-based performance metrics. The RSUs vested on the grant date.

The total reported in Column 5 includes the (i) 60,000 newly awarded restricted stock units, of which all 60,000 have vested, (ii) 60,000 restricted stock units, of which all 60,000 have vested, (iii) 75,873 restricted stock units, of which 0 have vested, (iv) 50,968 restricted stock units, of which 0 have vested, and (v) 884 shares of common stock.

On October 31, 2024, the board of directors of the Issuer (the "Board") instituted and adopted a Corporate Action, Change of Control, and Extraordinary Performance Agreement, pursuant to which the Board determined to grant 60,000 restricted stock units (the "RSUs") to the Reporting Person upon the achievement of certain Q4 2024 revenue-based performance metrics. On March 10, 2025, the grant date, the Board determined that the revenue-based performance metrics had been achieved and granted the RSUs to the Reporting Person. The RSUs vested on the grant date.

The total reported in Column 5 includes the (i) 60,000 newly awarded restricted stock units, of which all 60,000 have vested, (ii) 75,873 restricted stock units, of which 0 have vested, (iii) 50,968 restricted stock units, of which 0 have vested, and (iv) 884 shares of common stock.

On October 31, 2024, the board of directors of the Issuer (the "Board") instituted and adopted a Corporate Action, Change of Control, and Extraordinary Performance Agreement, pursuant to which the Board determined to grant 60,000 restricted stock units (the "RSUs") to the Reporting Person upon the achievement of certain Q4 2024 revenue-based performance metrics. On March 10, 2025, the grant date, the Board determined that the revenue-based performance metrics had been achieved and granted the RSUs to the Reporting Person. The RSUs vested on the grant date.

The total reported in Column 5 includes the (i) 60,000 newly awarded restricted stock units, of which all 60,000 have vested, (ii) 24,279 restricted stock units, of which 0 have vested, (iii) 16,310 restricted stock units, of which 0 have vested, and (iv) 169 shares of common stock.

On January 7, 2025, the compensation committee of the Issuer's board of directors adopted the annual recommendation of an independent compensation consulting firm retained to determine compensation for the Issuer's executives and board members, granting 24,279 restricted stock units to the Reporting Person as compensation for the fiscal year ending December 31, 2025, that will vest on the first anniversary of the grant. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock provided that the Reporting Person remains in continuous service on the vesting date. The restricted stock units may be settled only by delivering shares of the Issuer's common stock, and thus, the grant is being reported in Table 1 instead of Table II, as allowed per SEC guidance and to avoid having to file a Form 4 each time there is a vesting of the restricted stock units.

The total reported in Column 5 includes the (i) 24,279 newly awarded restricted stock units, (ii) 16,310 restricted stock units, of which 0 have vested, and (iii) 169 shares of common stock.

On January 7, 2025, the compensation committee of the Issuer's board of directors adopted the annual recommendation of an independent compensation consulting firm retained to determine compensation for the Issuer's executives and board members, granting 75,873 restricted stock units to the Reporting Person as compensation for the fiscal year ending December 31, 2025, that will vest annually in equal parts on the first, second, third and fourth anniversaries of the grant. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock provided that the Reporting Person remains in continuous service on each vesting date. The restricted stock units may be settled only by delivering shares of the Issuer's common stock, and thus, the grant is being reported in Table 1 instead of Table II, as allowed per SEC guidance and to avoid having to file a Form 4 each time there is a vesting of the restricted stock units.

The total reported in Column 5 includes the (i) 75,873 newly awarded restricted stock units, (ii) 50,968 restricted stock units, of which 0 have vested, and (iii) 884 shares of common stock.