TON Strategy Company (TONX)

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nFusz (FUSZ) Proposed Nasdaq Listing & Acquisition updated 10-17-2018

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.

The initial public offering price of our Common Stock will be substantially higher than the pro forma net tangible book value per share of our Common Stock outstanding immediately following the completion of this offering. Therefore, if you purchase shares of Common Stock in this offering at an assumed public offering price of $________ per share, you will experience immediate dilution of $______ per share, the difference between the price per share you pay for our Common Stock and its pro forma net tangible book value per share as of ______, 2018, after giving effect to the issuance of shares of Common Stock in this offering. This dilution is due in large part to the fact that our earlier investors paid substantially less than the initial public offering price when they purchased shares of Common Stock.
https://www.streetinsider.com/SEC+Filings/...nFusz%2C+Inc./14515492.html

Use of proceeds

We estimate the net proceeds to us from this offering, after deducting underwriting discounts
and commissions and estimated offering expenses payable by us, will be approximately
$___million ($___million if the Underwriter’s over-allotment option to purchase additional shares
is exercised in full), assuming a public offering price of $___per share, the last reported sale price
of our Common Stock on the OTCQB on ____, 2018. The actual offering price per share will be
as determined between us and the Underwriter at the time of pricing, and may be at a discount to
the current market price.

We intend to use the net proceeds from this offering for working capital and general
corporate purposes. We may also use a portion of the net proceeds from this offering to pay for all
or a portion of the Acquisition Cash Payment, as well as transaction and integration costs incurred
in connection with the Sound Concepts Acquisition. For a more complete description of our
intended use of the net proceeds from this offering, see “Use of Proceeds” and “The Proposed
Sound Concepts Acquisition.”

Our Common Stock is traded under the symbol “FUSZ.” We intend to apply for the listing of
our Common Stock offered hereby on NASDAQ under the symbol “FUSZ,” and anticipate such
listing to occur concurrently with this offering.

nFusz Inc has filed an S-1 registration statement for up-listing to the Nasdaq and has signed a letter of intent to acquire a well established network marketing business, “Sound Concepts”, a 25 year old company with a client base of 75 large marketing net-workers with a 360,000 user base in 48 countries on their “BrighTools” application platform. There will be a public offering for the acquisition and the up-listing is expected to be announced once all is ready.
http://www.soundconcepts.com/index#header
S-1: http://www.m2compliance.com/hosting/company/FUSZ/filings.html

Underwritter - AGP: https://www.allianceg.com/investment-banking/equity-capital-markets/