SAN DIEGO, May 27, 2015 – InfoSonics Corporation (NASDAQ: IFON) today announced that it has filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”). When declared effective by the SEC, the registration statement will allow InfoSonics to issue various types of equity securities, including common stock, preferred stock, warrants to purchase common or preferred stock, and/or units to purchase a combination of such securities, from time to time, up to an aggregate amount of $25 million.
Joseph Ram, president and CEO of InfoSonics, said: “This shelf registration is part of our overall long term strategy. In order to prevail in the wireless business, we must have a solid capital structure. We have no immediate plans for raising additional equity capital, because we believe that our near term financing needs will be met by expansion of vendor and bank credit lines. However, the shelf is intended to provide additional financial flexibility for our Company by facilitating more efficient access to the capital markets if and when the need arises so that we can act opportunistically in support of our growth objectives.”
After the shelf registration statement becomes effective, the Company may then offer and sell such securities through one or more methods of distribution, subject to market conditions, InfoSonics’ capital needs and the limitation of Form S-3 that restricts the Company from selling securities in a primary public offering with a value exceeding more than one-third of the aggregate market value of its common stock in any 12‑month period so long as the aggregate market value of its outstanding common stock held by non‑affiliates remains below $75 million. The terms of any offering under the shelf registration statement will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC prior to completion of the offering. The shelf registration statement does not cover offerings of currently outstanding securities held by Company stockholders.
A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offering of the securities covered under the shelf registration statement will be made solely by means of a prospectus and an accompanying prospectus supplement relating to that offer.
About InfoSonics Corporation
InfoSonics is a San Diego-based manufacturer and provider of wireless handsets, tablets and related products to carriers, distributors and consumers in the United States and 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.
Except for the factual statements made herein, the information contained in this press release consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the impact of the filing of a Form S-3 shelf registration on the Company’s financial flexibility and access to capital markets. The forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including those risk factors set forth in the Company’s Form 10-K for the year ended December 31, 2014 and other factors detailed from time to time in our periodic reports filed with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this release and we undertake no obligation to publicly update any forward-looking statements to reflect new information, events or circumstances after the date of this release.
Vernon A. LoForti
Chief Financial Officer