JNS Holding Corp (JNSH)

[hat12trick]

Read and re-read the Offering numerous times, and think I’m going to change my opinion regarding the 120,000 shares vs. $600k. The S-1 assumes $5 per share based on price at a certain date (Jan. 11). The Offering then goes on to list all the Common Stock to be outstanding after the offering, which includes…

(V) 120,000 shares of Common Stock issuable to JNS power & Control Systems, Inc. (“JNS”) as payment of $600,000 in connection with an asset purchase agreement entered into with the counterparty on February 2, 2018 in settlement of litigation.

The 120,000 shares assumes the $5 per share offering price. All other references point to the asset purchase agreement.

Now when looking at the asset purchase agreement:

On February 2, 2018, the Company and JNS entered into an asset purchase agreement whereby the parties agreed that the Company will: (i) on the date of closing of the Company’s public offering (“Closing Date”), issue to JNS shares of common stock with an aggregate value of $600,000 at a price per share equal to price of common stock sold in the public offering…

So I now think that the exact number of shares JNSH will receive will be determined at the time the offering gets priced. The most recent S-1/A still shows the Offering Price as blank. I agree with daveyo and other posters that said we would get shares valued at $600k.

This would result in a fixed settlement dollar amount totaling $750,000 at the closing of the Offering. And if this is the case, it also means we want the Offering stock price to be as low as possible to maximize number of shares we get.

Clear as mud.