InfoSonics Announces Strategic Name Change to Cool Holdings, Inc.

“Focus on Profitable Growth of Premium Retail Brands”

MIAMI, June 14, 2018 /PRNewswire/ — InfoSonics Corporation (NASDAQ: IFON) today announced that it has changed its name to Cool Holdings, Inc. (the “Company”), effective today.  The Company’s stock symbol remains unchanged at this time, but the name change resulted in a new CUSIP number (21640C 105) for the Company’s common stock offered on the Nasdaq Capital Market.  The Company intends to soon launch a new corporate website at www.coolholdings.com, which will include a new investor relations section containing stock information, corporate governance information and other materials of interest to investors.

“The name change to Cool Holdings represents a shift and diversification of our strategy,” said Andy DeFrancesco, Chairman of the Board.  “Effective today our focus is to continue the expansion of our strong partnership with Apple®, one of the world’s largest and most iconic brands, and to exploit additional investment and acquisition opportunities of minority and majority interests in other premium retail brands to accelerate profitable growth.”

“We will continue expanding the retail footprint of our OneClick® branded stores to become the largest authorized reseller of Apple® products and services in the Americas.  Cool Holdings will fully leverage the experience and successful track record of our board of directors and strategic investors, who have been involved in other premium brands such as Cold Stone Creamery, Pinkberry Frozen Yogurt, Blimpie Subs, Taco Time, Jamba Juice and Aphria MMJ.  We believe that our team’s global network, retail operational experience, ability to acquire prime retail locations and storefronts, coupled with our marketing and execution ability and commitment to success will translate to profitable growth of our Company, and ultimately to handsome returns to our shareholders.”

About Cool Holdings, Inc.

Cool Holdings is a Miami-based company focusing on premium retail brands.  It is currently comprised of OneClick®, a chain of retail stores and an authorized reseller under the Apple® Premier Partner, APR (Apple® Premium Reseller) and AAR MB (Apple® Authorized Reseller Mono-Brand) programs; CoolTech Distribution, an authorized distributor to the OneClick®  stores and other resellers of Apple® products and other high-profile consumer electronic brands; and verykool®,  a brand of wireless handsets, tablets and related products the Company sells to carriers, distributors and retailers in Latin America. 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, including those related to acquisition of premium retail brand operations, expansion of our OneClick® retail store base, continuation of our license agreements with Apple®, comparisons to other successful retail operations, reliance upon the expertise of others and achievement of profitable growth, 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, including actions by third parties, such as Apple®. 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, which can be reviewed at www.sec.gov. 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.

All product names, logos, and brands are property of their respective owners. All company, product and service names used in this website are for identification purposes only. Use of these names, logos, and brands does not imply endorsement.

SOURCE InfoSonics Corporation; Cool Holdings, Inc.

Related Links
http://www.coolholdings.com
http://www.infosonics.com

InfoSonics Announces $3.7 Million Public Offering

Funding to Continue its Apple® Premier Partner Store Expansion under the OneClick® Brand

MIAMI, June 6, 2018 /PRNewswire/ — InfoSonics Corporation (“InfoSonics” or the “Company”) (NASDAQ: IFON) today announced that it has closed a public offering of securities to new and existing investors wherein it raised aggregate proceeds of approximately $3.7 million.  The Company sold approximately 1,183,000 units at an offering price of $3.14per unit.  Each unit was comprised of (i) one share of common stock or 0% Series A Preferred stock of the Company and (ii) and a warrant to purchase one share of common stock of the Company with an exercise price of $3.02 per share. The warrants are exercisable beginning six months after issuance and expire three years from the date of issuance.  Each share of preferred stock is convertible into common stock on a one-for-one basis.

The offer and sale of the shares of common stock and shares underlying the convertible preferred stock were offered pursuant to a shelf registration statement on Form S-3 (File No. 333-204469), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on June 5, 2015. The convertible preferred stock, the warrants and shares issuable upon exercise of the warrants were offered in a concurrent private placement pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and Regulation D promulgated thereunder.

Commenting on the fundraising, Mauricio Diaz, Chief Executive Officer of InfoSonics stated: “We intend to use the proceeds from this offering to fund the growth of our OneClick® retail stores, primarily for inventory and other working capital.  After our merger with Cooltech Holdings Corp. on March 12, 2018, we are now working to optimize inventory levels at our existing stores to increase sales and profitability.  We currently operate 3 stores in Miami, Florida, with a 4th store under construction in Orlando and plans for expansion into other Florida markets.  In Argentina we currently operate 6 stores, including our newest store opened in Buenos Aires, with plans to open 7 new stores across Argentina in the next year.”

Commenting further, Diaz added: “Apple® has announced a focus on expansion in Latin America, and we are working with Apple® to be an integral part of that expansion.  In addition, upon Apple®’s approval, we hope to expand into other U.S. markets, as well as into Canada in the next year.  We are working now to deleverage our balance sheet to position ourselves for growth both organically and through acquisition, with a focus on our longer-term goal to become the largest authorized reseller of Apple® products and services in the Americas.”

About InfoSonics Corporation

InfoSonics is a Miami-based company comprised of OneClick®, a chain of retail stores and an authorized reseller under the Apple® Premier Partner, APR (Apple® Premium Reseller) and AAR MB (Apple® Authorized Reseller Mono-Brand) programs; Icon Networks, an authorized distributor to the OneClick®  stores and other resellers of Apple® products and other high-profile consumer electronic brands; and verykool®,  a brand of wireless handsets, tablets and related products the Company sells to carriers, distributors and retailers in Latin America. 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, including those related to expansion of our stores in various geographic regions, optimization of inventory levels, increases in sales and profitability, deleveraging our balance sheet, acquisitions, and continuation of our license agreements with Apple®, 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, including actions by third parties, such as Apple®. 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, which can be reviewed at www.sec.gov. 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.

Apple® is the registered trademark of Apple Inc.

InfoSonics Continues Expansion of Its OneClick Stores in Argentina

MIAMI, April 2, 2018 – InfoSonics Corporation (“InfoSonics” or the “Company”) (NASDAQ: IFON), which closed its merger with Cooltech Holding Corp. on March 12, 2018, announced the recent opening of its newest OneClick store located in the El Solar Shopping district in Buenos Aires, Argentina. This represents OneClick’s sixth store in the country, and the Company plans to open seven more new stores in the coming year in different cities across Argentina.

The Company’s OneClick stores offer not only the latest Apple products and approved accessories, but they also offer hardware and software technical service centers where customers can take their Apple equipment for repair and maintenance.

“We are very happy to bring the best products and services from Apple to more and more people in Argentina,” said Mariano Turinetto, OneClick Manager in Argentina. “OneClick currently employs more than sixty people in its six stores in the country, and it is anticipated that we will more than double that number by the end of the year.”

 

The Company’s stores are located in Alto Rosario Shopping (Rosario), Rosario Centro (Rosario), Cordoba Shopping (Cordoba), Palermo Soho (Buenos Aires), DOT Shopping (Buenos Aires) and El Solar (Buenos Aires).

Following the merger with Cooltech, InfoSonics is now focused on, among other things, becoming the largest authorized reseller of Apple products and services in the Americas. In addition, it plans to extend the reach of its distribution business by leveraging its relationships with suppliers of other recognizable brands of accessories and audio, consumer electronics and computing devices.

About InfoSonics Corporation

InfoSonics is a Miami-based company comprised of OneClick, a chain of retail stores and an authorized reseller under the Apple Premier Partner, APR (Apple Premium Reseller) and AAR MB (Apple Authorized Reseller Mono-Brand) programs; Icon Networks, an authorized distributor to the OneClick stores and other resellers of Apple products and other high-profile consumer electronic brands; and verykool®, a brand of wireless handsets, tablets and related products the Company sells to carriers, distributors and retailers in Latin America. 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

f Apple pr 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, including those related to expansion of our stores and workforce in Argentina, 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, including actions by third parties, such as Apple. 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, as well as the prospectus supplement to the Proxy/Registration Statement on Form S-4/A, filed with the Securities and Exchange Commission on February 12, 2018, which can be reviewed at www.sec.gov. 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.

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

 

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

 

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

SAN DIEGO, February 12, 2018 – 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: 858373-1675.

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.

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

 

InfoSonics Announces Completion of Financing Transaction

SAN DIEGO, January 22, 2018 – InfoSonics Corporation (the “Company”)(NASDAQ: IFON) announced today that on January 19, 2018 the Company entered into a securities purchase agreement for the sale of $1 million face value of three year 0% convertible notes and warrants with accredited investors affiliated with Cooltech Holding Corp. (“Cooltech”). The Company will use the proceeds of the offering to pay Company expenses related to the merger with Cooltech and for general corporate purposes.

Vernon A. LoForti, InfoSonics’ Chief Financial Officer, commented: “Since it was announced on July 26, 2017, InfoSonics and Cooltech have been working diligently to complete the merger of our companies. However, progress was hindered as Cooltech worked with its auditors to obtain pre-acquisition audited financial statements required by the Securities and Exchange Commission of certain entities it recently acquired in a series of roll-up transactions. We now expect to close the transaction in March 2018.”
The notes are convertible into an aggregate of 570,287 shares of common stock of the Company and the warrants are exercisable for 570,287 shares of common stock of the Company at an exercise price of $1.83 per share. The notes bear no interest but contain customary default terms, which would accelerate repayment of the principal amount outstanding and not converted into common stock at the time of the default. The warrants will be exercisable commencing six months from January 19, 2018 and have a term of exercise equal to three years.
Under NASDAQ Listing Rule 5635, the Company may not issue securities representing more than 19.99% of the outstanding common stock of the Company prior to receiving stockholder approval. If the Company does not obtain stockholder approval for this offering, the notes and warrants issued pursuant to the securities purchase agreement will not be convertible or exercisable in excess of 19.99% of the outstanding common stock of the Company and the Company will be required to resubmit a proposal to the stockholders at least every 120 days. In certain circumstances, the Company may also be subject to certain liquidated damages of up to 1% of the aggregate value of the notes for each month in which the Company fails to obtain stockholder approval up to an aggregate of 12%. The requirement to obtain stockholder approval for the offering is not contingent on the consummation of the merger with Cooltech.

About Infosonics Corportion
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 atwww.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. On September 19, 2017, 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 amended on October 31, 2017 and on January 17, 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: 858373-1675.

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.

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

InfoSonics Announces Reverse Stock Split

SAN DIEGO, October 5, 2017 – 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 close of business on October 10, 2017 (the “Effective Date”) and the Company’s common stock will begin trading on a split-adjusted basis on October 11, 2017.

The reverse stock split will reduce the number of shares of the Company’s common stock currently outstanding from approximately 16.9 million shares to approximately 3.4 million shares. Proportional adjustments will be made to the conversion and exercise prices of the Company’s outstanding 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 remain 40 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 maintain the listing of its common stock on The NASDAQ Capital Market. 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 456784206.

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, 2016, 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

# # #

InfoSonics Reports Second Quarter 2017 Results

SAN DIEGO, August 10, 2017 – InfoSonics Corporation (NASDAQ: IFON), the provider of verykool® wireless handset solutions and tablets, today announced results for its second quarter ended June 30, 2017.

As previously disclosed, on July 25, 2017, we entered into an Agreement and Plan of Merger (“Merger Agreement”) with Cooltech Holding Corp. (“Cooltech”), pursuant to which we will acquire Cooltech and Cooltech will become a wholly-owned subsidiary of InfoSonics. The Merger Agreement provides that we will issue an aggregate of 62.5 million shares of our common stock in exchange for all of the outstanding capital stock of Cooltech. Following the Merger, the former stockholders of Cooltech will hold approximately 84% of our common stock on a fully-diluted basis and we have agreed to cause three of our directors to resign and to appoint three Cooltech nominees to the Board of Directors, such that three of our four directors will be nominees of Cooltech. The Merger and the transactions contemplated thereby are subject to a number of customary closing conditions, including approval of the Merger Agreement and the Merger by our stockholders. Our stockholders will be asked to vote on the adoption and approval of the Merger Agreement and the Merger at a special meeting of stockholders to be called by us.

Net sales for the second quarter of 2017 amounted to $5.3 million, which represented a $6.8 million, or 56%, decrease from $12.1 million for the second quarter of 2016. The decrease reflects a lack of sales to carrier customers in Central America, a very soft quarter in Mexico and our exit late last year from the U.S. market.

Gross profit in the 2017 second quarter was $605,000, a 48% decrease compared to $1,157,000 for the second quarter of 2016. Our gross profit margin as a percent of sales in the 2017 second quarter was 11.4%, an increase from 9.6% for the 2016 second quarter. The reduction in gross profit in the current quarter is a result of the low level of sales, which also made it difficult to absorb fixed overhead costs. The reduced gross profit margin in the prior year quarter was the result of discounts given to liquidate aging inventory.

Operating expenses in the second quarter of 2017 were $1,373,000, a 30% decrease compared to $1,973,000 in the 2016 second quarter. The decrease reflects expense reduction actions we implemented during the second and third quarters of 2016. The most significant decreases were in wages and benefits, product certification and homologation, professional fees and marketing. We also implemented additional expense reduction actions during the current year quarter which we expect will benefit future quarters.

The net loss for the 2017 second quarter was $812,000, $0.06 per share, compared to net loss of $1,035,000, $0.07 per share, in the second quarter of 2016.

At June 30, 2017, we had $1.1 million in cash, $8.8 million of net working capital and no outstanding funded debt.

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.

Past performance in any period may not be indicative of future results in the next period or the same period in a subsequent year. We also experience seasonal revenue fluctuations that can be significant from one quarter to another. Except for the factual statements made herein, the information contained in this news release consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words and expressions reflecting optimism, satisfaction or disappointment with current prospects, as well as words such as “believes,” “hopes,” “intends,” “estimates,” “expects,” “projects,” “plans,” “anticipates” and variations thereof, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and our actual results could differ materially from those contained in such statements. Factors that could cause or contribute to such differences include, without limitation: (1) the pending Merger transaction and related PIPE stock sale may not close and could expose us to significant expenses in connection with the Merger; if the Merger does close, we will be subject to substantially all the liabilities of Cooltech and will be faced with the integration process, which could have a materially adverse effect on our business; (2) the ability of the Company to restore and maintain profitability; (3) our ability to have access to adequate capital to fund operations, including the availability of vendor credit and availability under the Company’s bank line of credit; (4) intense competition internationally, including competition from alternative business models, such as manufacturer-to-carrier sales, which may lead to reduced prices, lower sales, lower gross margins, extended payment terms with customers, increased capital investment and interest costs, bad debt risks and product supply shortages; (5) our ability to secure adequate supply of competitive products on a timely basis and on commercially reasonable terms; (6) our ability to successfully introduce new products into target markets, increase sales and improve our gross margins despite intense competition; (7) foreign exchange rate fluctuations, devaluation of a foreign currency, adverse governmental controls or actions including a possible protective import tariff on Chinese products or weakening of U.S. trade relations with Mexico, political or economic instability, or disruption of a foreign market, including, without limitation, the imposition, creation, increase or modification of tariffs, taxes, duties, levies and other charges and other related risks of our international operations which could significantly increase selling prices of our products to our customers and end-users and decrease profitability; (8) the ability to attract new sources of profitable business from expansion of products or services including iOT devices, applications and cloud-based solutions, or risks associated with entry into new markets, including geographies, products and services; (9) an interruption or failure of our information systems or subversion of access or other system controls may result in a significant loss of business, assets, or competitive information; (10) significant changes in supplier terms and relationships or shortages in product supply, including, but not limited to, those caused by recent and continuing industry consolidation of component suppliers; (11) loss of business from one or more significant customers; (12) customer and geographical accounts receivable concentration risk and other related risks; (13) rapid product improvement and technological change resulting in inventory obsolescence; (14) uncertain political and economic conditions internationally, including terrorist or military actions; (15) the loss of a key executive officer or other key employees and the integration of new employees; (16) changes in consumer demand for multimedia wireless handset products and features; (17) our failure to adequately adapt to industry changes and to manage potential growth and/or contractions; (18) seasonal customer buying patterns; and (19) the impact of any litigation for or against the Company, including claims for infringement of intellectual property. Reference is also made to 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.

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 will be submitted to the stockholders of the Company for their consideration. The Company will file with the SEC a Registration Statement on Form S-4 that will include a proxy statement/prospectus of the Company. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT 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, 3636 Nobel Drive, Suite 325, San Diego, CA 92122, 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.

Contact:                                                                                                          

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

 



InfoSonics and Cooltech Announce Definitive Merger Agreement

SAN DIEGO, July 26, 2017 – 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.

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