Replies to post #116455 on TON Strategy Company (TONX)

[JR30]

But if an apple were to acquire an orange, then what?

[was CUIN2]

Wrong - from s-1a. Underwriter will have the offering “sold” before it opens at its new price on the market.

nFusz + Sound Concepts = the whole reason for the new offering and new price

THE PROPOSED SOUND CONCEPTS ACQUISITION

On November 8 , 2018, we entered into the Merger Agreement with Sound Concepts, Merger Sub 1, Merger Sub 2, the Sound Concepts Shareholders, the Shareholder Representative, and us. Pursuant to the Merger Agreement, we will acquire Sound Concepts through a two-step Merger, consisting of merging Merger Sub 1 with and into Sound Concepts, with Sound Concepts surviving the “first step” of the Merger as our wholly-owned subsidiary (and the separate corporate existence of Merger Sub 1 will cease) and, immediately thereafter, merging Sound Concepts with and into Merger Sub 2, with Merger Sub 2 surviving the “second step” of the Merger such that upon the conclusion of the “second step” of the Merger, the separate corporate existence of Sound Concepts will cease and Merger Sub 2 will continue its limited liability company existence under Utah law as the surviving entity and as our wholly-owned subsidiary.

We and the Underwriter intend to enter into an underwriting agreement, pursuant to which we will agree to sell to the Underwriter, and the Underwriter will agree to purchase from us, shares of our Common Stock as indicated in the following table.

Underwriter Number of Shares
A.G.P./Alliance Global Partners Corp.
Total

The underwriting agreement will provide that the obligation of the Underwriter to purchase the shares of our Common Stock included in this offering are subject to approval of legal matters by counsel and to other conditions. The Underwriter will be obligated to purchase all of the shares of our Common Stock (other than those covered by the Underwriter’s over-allotment option to purchase additional shares of our Common Stock described below) if it purchases any of such shares.

Shares of our Common Stock sold by the Underwriter to the public will initially be offered at the public offering price set forth on the front cover of this prospectus. Any shares of our Common Stock sold by the Underwriter to securities dealers may be sold at a discount from the initial public offering price not to exceed $ ___ per share. If all the shares of our Common Stock are not sold at the public offering price, the Underwriter may change such price and the other selling terms in agreement with the Company.