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…

Defrancesco Scores rookie podium on EuroFormula Debut

Canadian driver Devlin DeFrancesco made a strong start to his debut Euroformula Open campaign with Carlin, as he charged to a rookie podium in the second race at the Estoril circuit in Portugal.

The 17-year-old was fifth overall in Sunday’s race and sits just 10 points off the top three in the drivers’ standings, with 54 points available at each weekend.

Devlin enjoyed a positive start to his first weekend in the two-litre Toyota-powered Formula 3 car, as the F4 British Championship front-runner posted the sixth fastest time during Saturday’s qualifying session.

The Toronto driver was confident of extracting more pace over a race distance, but unfortunately had contact with another competitor whilst in a top-five battle during the first race and was forced to retire four laps from the end.

Under darkening skies in race two, Devlin showed his earlier optimism was not misplaced as he fought through the pack. From ninth on the grid, he enjoyed a good start and quickly caught the top-five, before pulling off a fine move on the last lap to cross the line in fifth and third of the rookies.

The result means that Devlin sits eighth in the Drivers’ Championship and second in the Spanish F3 Championship, as he now looks ahead to round two at the legendary Spa-Francorchamps circuit in Belgium (27-28 May).

Devlin DeFrancesco said: “It was a really encouraging start to the championship for us.  In the second race we were quicker than the cars in front and had the qualifying gone a little better, I think we could’ve challenged for a podium.
“The car improved throughout the weekend and after the first race I was pretty happy with my pace. Despite the result, I always felt confident about my chances in race two.
“I made a mistake in the final corner in the second qualifying session and knew I had to work hard for a good result in the race. At some points we were one of the fastest cars on the track and to climb up to fifth by the end is really promising for our next few races.
“I’d like to thank all of my sponsors and the team, who have been extremely supportive throughout the winter and over the weekend. Now I’m looking forward to the next one at Spa, where I’m confident of fighting for podiums.”

Reference: La Nacion Argentinian newspaper. Ir a nota…