SAN DIEGO, Jan. 22, 2018 /PRNewswire/ -- 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 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. 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: 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.
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SOURCE InfoSonics Corporation