TON Strategy Company (TONX)

[jobynimble]

I’m sorry but that’s incorrect, there is no way that Sound Concepts financials will be included in the offering statement since the acquisition hasn’t happened yet and it even says in the S-1 there’s no guarantee it will happen; read it for yourself...

https://www.sec.gov/Archives/edgar/data/1566610/000149315218011909/forms-1.htm

Proposed Acquisition of Sound Concepts

On July 17, 2018, we entered into a non-binding letter of intent with Sound Concepts, Inc. (“Sound Concepts”), to memorialize discussions related to our acquisition (the “Sound Concepts Acquisition”) of all of the issued and outstanding shares of capital stock of Sound Concepts (the “Sound Concepts Capital Stock”). We anticipate acquiring the Sound Concepts Capital Stock for an aggregate of $25,000,000 of value, to be payable through a combination of a cash payment by us of $15,000,000 (the “Acquisition Cash Payment”) and the issuance of shares of our Common Stock with a fair market value of $10,000,000 (the “Acquisition Stock”). We anticipate forming an acquisition subsidiary into which Sound Concepts will merge in accordance with the provisions of a three-party merger agreement among Sound Concepts, our acquisition subsidiary, and us.

The consummation of the proposed Sound Concepts Acquisition is subject to the satisfaction or waiver of certain conditions. In addition to customary closing conditions, our obligation to complete the proposed Sound Concepts Acquisition is conditioned on (i) the preparation of audited financial statements for Sound Concepts for the fiscal years ended December 31, 2017 and 2016, and unaudited financial statements for Sound Concepts for all completed interim periods during fiscal 2018 prior to the consummation of the Sound Concepts Acquisition, all of which shall have been prepared in accordance with GAAP; and (ii) the negotiation, execution, and delivery of definitive transaction documents necessary to consummate the proposed Sound Concepts Acquisition. There can be no assurance that we will enter into definitive transaction documents, or that the proposed Sound Concepts Acquisition will be consummated. Unless and until all conditions set forth in the letter of intent are satisfied or waived, neither party has a binding obligation to enter into definitive transaction documents or otherwise consummate the transactions contemplated by the letter of intent.



You better call the company and/or underwriter to check it out for yourself or you’re just setting yourself up for disappointment, imo...