Family Office of America (FOFA) acquires $1.5M accounting assets

Rhea-AI Filing Summary

Family Office of America, Inc. entered into an Asset Purchase Agreement with Toone & Associates, LLP to buy its accounting service assets for $1,500,000. The price is structured with $750,000 paid at closing, $450,000 due on October 1, 2026, and $300,000 due on May 1, 2027. The total consideration is subject to downward adjustment based on revenues and EBITDA generated from the acquired assets during the twelve months following closing, tying part of the value to actual post-closing performance. The company closed the acquisition on or about October 3, 2025, paying the initial portion at that time.

Insights

Corporate finance and M&A analyst

FOFA completes a $1.5M accounting asset acquisition with performance-based adjustments.

Family Office of America is expanding by acquiring the accounting service assets of Toone & Associates, LLP for $1,500,000. The consideration is staged: $750,000 at closing, then $450,000 on October 1, 2026, and $300,000 on May 1, 2027. This structure spreads cash outflows over time, which can help manage liquidity.

The agreement includes a downward adjustment based on revenue and EBITDA from the acquired assets during the twelve months following closing. That effectively makes part of the price contingent on actual performance, offering some protection if the business underperforms expectations. It also aligns a portion of value with near-term operating results.

The acquisition is described as a material definitive agreement, indicating it is meaningful for the company’s operations or strategy. Future disclosures covering the first twelve months of post-closing performance will show whether any purchase price adjustments are triggered and how the acquired assets contribute to overall results.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) October 1, 2025

Family Office of America, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Nevada
(State or Other Jurisdiction of Incorporation)
333-260982	84-2488498
(Commission File Number)	(IRS Employer Identification No.)

6898 S. University Blvd., Suite 100, Centennial, CO	80122
(Address of Principal Executive Offices)	(Zip Code)

(484) 483-2134

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On or about October 1, 2025, Family Office of America, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Toone & Associates, LLP to purchase (the “Acquisition”) its accounting service assets for a purchase price of $1,500,000, payable $750,000 at closing, $450,000 on October 1, 2026, and $300,000 on May 1, 2027, and subject to downward adjustment based on revenues and EBITDA generated from the purchased assets during the twelve months following closing.

On or about October 3, 2025, the Company closed the Purchase, paying the initial required portion of the purchase price.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure in Item 1.01 is incorporated by reference into this Item 2.01.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Family Office of America, Inc.
Date: October 7, 2025	By:	/s/ Patrick Adams
		Patrick Adams
		Acting Chief Executive Officer

FAQ

What transaction did FOFA (FOFA) report in this 8-K?

Family Office of America, Inc. reported entering into and closing an Asset Purchase Agreement to acquire the accounting service assets of Toone & Associates, LLP.

How much is Family Office of America paying for the Toone & Associates assets?

The agreed purchase price is $1,500,000, payable $750,000 at closing, $450,000 on October 1, 2026, and $300,000 on May 1, 2027.

Is the $1,500,000 purchase price fixed for FOFAs acquisition?

No. The $1,500,000 purchase price is subject to downward adjustment based on revenues and EBITDA generated from the purchased assets during the twelve months following closing.

When did Family Office of America close the acquisition of the accounting assets?

Family Office of America closed the acquisition on or about October 3, 2025, at which time it paid the initial $750,000 portion of the purchase price.

What type of agreement did FOFA enter into with Toone & Associates?

FOFA entered into a material definitive Asset Purchase Agreement to acquire the accounting service assets of Toone & Associates, LLP.

How is the performance of the acquired assets measured for price adjustments?

Performance is measured using revenues and EBITDA generated from the purchased assets during the twelve months following closing, which can reduce the purchase price.