Dilution profile // every instrument, one screen, from SEC filings

TON Strategy Co (TONX)

CIK 1566610 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$1618M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
MEDIUMwarrants = 27% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
HIGH+1123% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
MEDIUM~16.9 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2020-11-102026-08-04

Latest: 55.1M shares as of Aug 4, 2026 (10-Q). Share count fell from 145.6M to 993,071 between Aug 9, 2024 and Nov 1, 2024, a pattern consistent with a reverse split (roughly 1-for-147); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Funded — but tight

~17 months of cash · watch

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Pre Funded Warrants1.7Mnot tagged

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 11, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 14.7M underlying shares, as reported Jun 30, 2022 (10-Q).

Reported exercise price: $13.6 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $22,000 as of Mar 31, 2018.

Down-round (price protection) accounting has been tagged in this filer’s XBRL: some instrument carries repricing protection. Which tranche requires reading the exhibits.

Rough fully diluted estimate: 69.7M = 55.1M O/S + 14.7M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed Aug 11, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding55.1MAug 4, 2026
+ Pre Funded Warrants (if exercised)1.7MDec 31, 2025
Fully diluted estimate56.7M+3.0% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $1618.2Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3ASRSep 5, 2025$618.2M registeredfiling →
S-3ASRAug 8, 2025$1000.0M registeredfiling →

Last 12 months: 0 executed · 1 registered.

REGISTEREDSep 5, 2025Automatic shelf registration — effective immediately (large filers)S-3ASR
EXECUTEDAug 8, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
REGISTEREDAug 8, 2025Automatic shelf registration — effective immediately (large filers)S-3ASR
EXECUTEDApr 25, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDApr 17, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDMay 10, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDMar 29, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDMar 19, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJan 4, 2024Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDDec 15, 2023Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDFeb 24, 2023Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJan 25, 2023Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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