InfoSonics and Cooltech Announce Merger Closing

MIAMI, March 12, 2018 – 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.com, www.cooltech.co/site/, www.oneclickstore.com and www.verykool.net.

Forward-looking and cautionary statements

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

Contact:
Vernon A. LoForti
vern.loforti@infosonics.com
858-373-1675

 

InfoSonics Announces Reverse Stock Split

SAN DIEGO, March 8, 2018 – InfoSonics Corporation (“InfoSonics” or the “Company”) (NASDAQ: IFON) announced today that it will effect a 1-for-5 reverse stock split. The 1-for-5 reverse stock split will be effective as of the open of trading on March 9, 2018 (the “Effective Date”) and the Company’s common stock will thereafter begin trading on a split-adjusted basis.

The reverse stock split will reduce the number of shares of the Company’s common stock currently outstanding from approximately 3,378,000 shares to approximately 676,000 shares. Proportional adjustments will be made to the conversion and exercise prices of the Company’s outstanding warrants and stock options and to the number of shares issued and issuable under the Company’s equity compensation plans. The number of authorized shares of the Company’s common stock will be increased to 150 million shares at this time.

The reverse stock split is intended to increase the market price per share of the Company’s common stock to allow the Company to comply with the requirements of The NASDAQ Capital Market in effecting the transactions contemplated by that certain Agreement and Plan of Merger, as amended, dated as of July 25, 2017 between InfoSonics, Cooltech Holding Corp., a Nevada corporation, and InfoSonics Acquisition Sub, Inc., a Nevada corporation. The Company’s common stock will continue to trade on The NASDAQ Capital Market under the symbol “IFON”. The new CUSIP number for the common stock following the reverse stock split will be 456784 305.

Information for Stockholders
Upon the effectiveness of the reverse stock split, each five shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock, par value $0.001 per share. The Company will not issue any fractional shares in connection with the reverse stock split. Instead, fractional share interests will be rounded up to the next largest whole number. The reverse stock split will not modify the rights or preferences of the common stock.

The Company’s transfer agent, Computershare Trust Company, N.A. (“Computershare”), will act as its exchange agent for the reverse stock split. Computershare will provide stockholders of record holding certificates representing pre-split shares of the Company’s common stock as of the Effective Date a letter of transmittal providing instructions for the exchange of shares. Registered stockholders holding pre-split shares of the Company’s common stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to such broker’s particular processes, and will not be required to take any action in connect with the reverse stock split. Computershare can be reached at (303) 262-0786.

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.

Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which include statements relating to the effectiveness of the reverse stock split, are made on the basis of the current beliefs, expectations and assumptions of the management of InfoSonics and are subject to significant risks and uncertainty. Investors are cautioned not to place undue reliance on any such forward-looking statements. All such forward-looking statements speak only as of the date they are made, and InfoSonics undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise. Although InfoSonics believes that the expectations reflected in these forward-looking statements are reasonable, these statements involve many risks and uncertainties that may cause actual results to differ materially from what may be expressed or implied in these forward-looking statements, and there is no guaranty that the minimum bid price of InfoSonics common stock will remain at or above the required level for a sufficient period of time after the reverse stock split in order for the stock to remain listed on The NASDAQ Capital Market. For a further discussion of risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of InfoSonics in general, see the risk disclosures in the Annual Report on Form 10-K of InfoSonics for the year ended December 31, 2017, and in subsequent reports on Forms 10-Q and 8-K and other filings made with the U.S. Securities and Exchange Commission by InfoSonics, which are available at http://www.sec.gov.

Contact:
Vernon A. LoForti
Chief Financial Officer
vern.loforti@infosonics.com
858-373-1675