Amendment to Merger Agreement
On September 14, 2017, InfoSonics Corporation (the Company) entered into Amendment No. 1 to Agreement and Plan of Merger (the Amendment) with Cooltech Holding Corp. (Cooltech) and the Companys wholly-owned subsidiary, InfoSonics Acquisition Sub, Inc. (Merger Sub), pursuant to which the Agreement and Plan of Merger, dated as of July 25, 2017, by and among the Company, Cooltech and Merger Sub (the Merger Agreement) was amended to detail the allocation of the Merger Consideration (as defined in the Amendment), cancel outstanding Cooltech warrants, revise the number of Cooltech nominees from three to four to be appointed to the Board of Directors of the Company upon completion of the merger and certain other minor changes.
The fore going description of the Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the document, which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
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 Agreement will be submitted to the stockholders of the Company for their consideration.The Company will file with the Securities and Exchange Commission (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 SECs 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 the Company 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, CA92122, firstname.lastname@example.org; 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 Companys executive officers and directors in its Annual Report on Form 10-K, as amended, filed with the SEC on March 10, 2017 and April 27, 2017.
Financial Statements and Exhibits.
Amendment No. 1 to Agreement and Plan of Merger, dated September 14, 2017, by and among Cooltech Holding Corp., InfoSonics Corporation and InfoSonics Acquisition Sub, Inc.
*Schedules or similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. We hereby undertake to supplementally provide copies of any omitted schedules to the Securities and Exchange Commission upon request.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
/s/ Vernon A. LoForti
Vernon A. LoForti
September 15, 2017
Chief Financial Officer
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