InfoSonics and Cooltech Announce Merger Closing

MIAMIMarch 12, 2018 /PRNewswire/ — InfoSonics Corporation (“InfoSonics” or the “Company”) (NASDAQ: IFON) and Cooltech Holding Corp. (“Cooltech”) today announced the successful completion of the merger of the companies effective March 12, 2018.  Cooltech is now a wholly-owned subsidiary of InfoSonics and the Company’s common stock will continue to trade on the NASDAQ Capital Market under the stock ticker symbol “IFON.”

Pursuant to the merger agreement, Cooltech shareholders received 1,874,769 InfoSonics shares consisting of 1,241,000 common shares and 633,769 shares of the Company’s 0% Series A Convertible Preferred Stock (“Preferred Stock”) to those Cooltech shareholders who, as a result of receiving common stock, would own in excess of 4.99% of the Company’s common stock after the merger, in exchange for each share of the Cooltech’s capital stock outstanding immediately prior to the merger.

In addition, in accordance with the terms of a Securities Purchase Agreement, dated as of August 3, 2017 between the Company and certain accredited investors, the Company issued an aggregate of 175,000 shares of common stock and 175,000 warrants to purchase 175,000 shares of common stock in exchange for an aggregate of $1.75 million in cash.

InfoSonics now has approximately 2,726,000 shares outstanding, which includes 633,769 shares underlying Preferred Stock.

“Today marks a significant milestone in the histories of both InfoSonics and Cooltech,” said Mauricio Diaz, President and CEO of InfoSonics.  “We are extremely excited to complete the merger and move forward to execute our strategy as an Apple licensed partner to grow our retail footprint under our OneClick branded stores.  We are one of a limited number of partners under the Apple Premium Reseller and Apple Authorized Reseller Mono-Brand programs in Latin America and the United States, and hope to expand into other countries in the near future.  In addition, we want to take advantage of the synergies between our distribution business and verykool®, and provide all InfoSonics shareholders with the opportunity for growth to maximize the value of our Company.”

About Infosonics Corporation

InfoSonics is a Miami-based company comprised of OneClick International, LLC and OneClick License LLC, a chain of retail stores and an Apple authorized reseller under the Apple Premier Partner, APR (Apple Premium Reseller) and AAR MB (Apple Authorized Reseller Mono-Brand) programs; Icon Networks, LLC, an authorized distributor to the OneClick stores and other resellers of Apple products and other high-profile consumer electronic brands; and a provider of wireless handsets, tablets and related products to carriers, distributors and retailers in Latin America under the verykool®  brand. Additional information can be found on its websites at www.infosonics.comwww.cooltech.co/site/www.oneclickstore.com and www.verykool.net.

No offer or solicitation

Forward-looking statements in this press release and all other statements that are not historical facts are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve factors, risks, and uncertainties that may cause actual results in future periods to differ materially from such statements. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, risks arising from prevailing market conditions and the impact of general economic industry or political conditions in the United States or globally. A list and description of these and other risk factors can be found in the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the Securities and Exchange Commission, as well as the Proxy/Registration Statement on Form S-4/A, filed with the Securities and Exchange Commission on February 9, 2018, which can be reviewed at www.sec.gov. We make no representation or warranty that the information contained herein is complete and accurate, and we have no duty to correct or update any information contained herein.

Reference: CISION PR Newswire. Ir a nota…

 

InfoSonics Sets Record Date and Special Stockholder Meeting Date Regarding Proposed Merger with Cooltech

SAN DIEGOFeb. 12, 2018 /PRNewswire/ — InfoSonics Corporation (“InfoSonics” or the “Company”) (NASDAQ: IFON) announced today that it has set the record and meeting dates for a special meeting of its stockholders to vote on matters related to the proposed merger with Cooltech Holding Corp. (“Cooltech”).  In addition, the Company announced that the registration statement filed on Form S-4 with the Securities and Exchange Commission (“SEC”), as amended, was declared effective on February 12, 2018.

The special meeting will be held at 10:00 am Pacific Time on Wednesday, March 7, 2018, at the offices of Perkins Coie LLP located at 11988 El Camino Real, Suite 350, San Diego, California 92130.  InfoSonics stockholders of record as of the close of business on February 5, 2018 are entitled to receive notice of, and to vote at, the special meeting.

InfoSonics’ Board of Directors unanimously recommends that the Company’s shareholders vote “FOR” the merger proposal and related transactions and approval of the other voting matters included in the Proxy Statement/Prospectus.  If approved by InfoSonics’ shareholders, the merger transaction will become effective upon the satisfaction of all other closing conditions set forth in the merger agreement, which the Company expects to occur shortly following the meeting.

About Infosonics Corporation

InfoSonics is a San Diego-based manufacturer and provider of wireless handsets, tablets and related products to carriers, distributors and retailers in Latin America under the verykool®brand.  The company is committed to delivering quality products with innovative designs that appeal to consumers and offer exceptional value.  Additional information can be found on our corporate website at www.infosonics.com and www.verykool.net.

No offer or solicitation

This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information and Where To Find It

The merger with Cooltech will be submitted to the stockholders of the Company for their consideration. The Company filed with the SEC a Registration Statement on Form S-4 that included a proxy statement/prospectus of the Company, which Registration Statement was declared effective on February 12, 2018.  INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). In addition, investors and stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by InfoSonics free of charge by directing a request to Vernon A. LoForti, Vice President and Chief Financial Officer, InfoSonics Corporation, 4435 Eastgate Mall, Suite 320, San Diego, CA  92121, vern.loforti@infosonics.com; Phone: 858‑373-1675.

Participants in the Solicitation

The Company, Cooltech, and certain of their respective directors, executive officers and other members of management and employees, under SEC rules may be deemed to be participants in the solicitation of proxies from Company stockholders in connection with the proposed transaction. Information regarding the interests of the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Company stockholders in connection with the proposed transaction will be set forth in the proxy statement/prospectus when it is filed with the SEC. You can find more detailed information about the Company’s executive officers and directors in its Annual Report on Form 10-K, filed with the SEC on March 10, 2017 and amended on April 27, 2017.

 

Reference: CISION PR Newswire. Ir a nota…

InfoSonics and Cooltech Announce Definitive Merger Agreement

InfoSonics Corporation (“InfoSonics” or the “Company”) (NASDAQ: IFON) and Cooltech Holding Corp. (“Cooltech”) today announced that the companies have entered into a definitive merger agreement under which InfoSonics will acquire Cooltech. Cooltech is an Apple licensed partner and reseller that operates as a vertically integrated company combining a diverse distribution business with a growing retail footprint under its OneClick branded stores. Cooltech is one of a limited number of partners under the Apple Premium Reseller and Apple Authorized Reseller Mono-Brand programs in Latin America, as well as a growing presence of OneClick stores in the United States.

Upon the closing of the merger transaction, Cooltech will become a wholly-owned subsidiary of InfoSonics in exchange for 62.5 million shares of InfoSonics common stock. The merger, which has been unanimously approved by the Special Committee of InfoSonics’ Board of Directors, is subject to approval by the Company’s shareholders and a number of customary closing conditions. The parties expect to close the transaction in the fourth quarter of 2017.

“Cooltech has built an exceptional relationship with the largest company in the world, Apple, to aggressively expand in related markets to our existing business,” said Joseph Ram, President and CEO of InfoSonics. “We believe this merger represents an accretive opportunity for InfoSonics shareholders to participate in Cooltech’s growth and maximize the value of our NASDAQ-listed company with several synergies between our businesses.”

Contemporaneous with the signing of the merger agreement, Cooltech has signed a binding financing obligation to purchase 2.5 million shares of InfoSonics common stock at a price of $0.40 per share in cash and warrants exercisable into 2.5 million additional shares of InfoSonics common stock with an exercise price of $0.484 per share (a 10% premium to the closing bid price of InfoSonics common stock on the NASDAQ Capital market on July 24, 2017). The approximately $1 million of proceeds from this private placement will be used by InfoSonics to cover costs associated with the merger. InfoSonics also agreed to sell investors an additional 4.375 million shares of common stock and warrants to purchase an equal number of shares under the same terms, contingent upon receipt of stockholder approval of such issuance in accordance with Nasdaq rules. The proceeds from such sale will be escrowed pending receipt of stockholder approval and the closing of the merger.

“We are excited about this combination with InfoSonics to enter the public markets as we continue to execute on our growth plans in various regions with strong partners,” said Mauricio Diaz, President and CEO of Cooltech. “Our senior team has a depth of experience in consumer electronics at many high profile companies, including Apple, Cisco Systems, Samsung, Panasonic, and Tech Data. Our investors have significant private equity and industry expertise, including very successful investments in a number of other retail plays.”

About InfoSonics Corporation

InfoSonics is a San Diego-based manufacturer and provider of wireless handsets, tablets and related products to carriers, distributors and retailers in Latin America under the verykool® brand. The Company is committed to delivering quality products with innovative designs that appeal to consumers and offer exceptional value. Additional information can be found on its corporate websites at www.infosonics.com and www.verykool.net.

About Cooltech Holding Corp.

Cooltech is a Miami-based company comprised of OneClick, a chain of retail stores and an Apple authorized reseller under the Apple Premier Partner, APR (Apple Premium Reseller) and AAR MB (Apple Authorized Reseller Mono-Brand) programs; and Icon Networks, an authorized distributor to the OneClick stores and other resellers of Apple products and other high-profile consumer electronic brands. OneClick is one of a very limited and select number of partners currently under the APR and AAR MB program in Latin America. Oneclick currently has over 20 stores open in the Americas, and has committed with Apple to an expansion plan of stores in the region, given the

experience of Cooltech’s management in this area where Apple currently has limited market presence. Cooltech also has 4 stores in the United States, a focal point of its growth plan moving forward. Additional information can be found on its websites at www.cooltech.co/site/ and www.oneclickstore.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes statements related to the proposed merger between InfoSonics and Cooltech that contain forward-looking statements, including statements regarding expected benefits of the merger, the timing of the merger, and the contemporaneous financings. Actual results could differ materially from those projected or forecast in the forward-looking statements. Factors that could cause actual results to differ materially include the

following: InfoSonics shareholders may not approve the transaction; the conditions to the completion of the transaction may not be satisfied; closing of the transaction may not occur or may be delayed, either as a result of litigation related to the transaction or otherwise; the parties may be unable to achieve the anticipated benefits of the transaction; revenues following the transaction may be lower than expected; operating costs, customer loss, and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, and suppliers) may be greater than expected; the Company may assume unexpected risks and liabilities; completing the merger may distract the Company’s management from other important matters; and the other factors discussed in “Risk Factors” in InfoSonics’ Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and in the Company’s other filings with the U.S. Securities and Exchange Commission (“SEC”), which are available at http://www.sec.gov. InfoSonics assumes no obligation to update the information in this release, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Important Additional Information and Where to Find It

In connection with the proposed transaction, InfoSonics will file with the SEC and mail or otherwise provide to its shareholders a registration statement on Form S-4 and proxy statement regarding the registration of the merger consideration shares and approval if the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INFOSONICS’ SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the proxy statement and other documents that InfoSonics files with the SEC (when available) from the SEC’s website at www.sec.gov and InfoSonics’ website at http://www.infosonics.com/. In addition, the proxy statement and other documents filed by InfoSonics with the SEC (when available) may be obtained from InfoSonics free of charge by directing a request to Vern LoForti, Vice President and Chief Financial Officer, InfoSonics Corporation, 3636 Nobel Drive, Suite 325, San Diego, CA 92122, vern.loforti@infosonics.com; Phone: 858-373-1675.