Registration of securities, business combinations

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As filed with the Securities and Exchange Commission on January 17, 2018

Registration No. 333-220525

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

InfoSonics Corporation

(Exact name of registrant as specified in its charter)

Maryland 5065 33-0599368

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

4435 Eastgate Mall, Suite 320

San Diego, CA 92121

(858) 373-1675

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Vernon A. LoForti

Vice President, Chief Financial Officer and Corporate Secretary

InfoSonics Corporation

4435 Eastgate Mall, Suite 320

San Diego, CA 92121

(858) 373-1675

(Name, address, including zip code, and telephone number, including area code, of agent for service)

with copies to:

David J. Katz

Perkins Coie LLP

1888 Century Park East

Suite 1700

Los Angeles, California 90067

(310) 788-3268

Mauricio Diaz

Chief Executive Officer

Cooltech Holding Corp.

48 NW 25 th St

Suite 107/108

Miami, Florida 33127

(786) 675-5257

Harvey J. Kesner

Sichenzia Ross Ference Kesner LLP

1185 Avenue of the America

37 th Floor

New York, New York 10036

(212) 930-9700

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement becomes effective and upon consummation of the merger described herein.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer Accelerated filer
Non-accelerated filer ☐  (do not check if a smaller reporting company) Smaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

Title of each class of

securities to be registered

Amount

to be

registered(1)

Proposed

maximum
offering price

per unit(2)

Proposed
maximum

aggregate
offering price(2)

Amount of

registration fee

Common Stock, par value $0.001 per share

9,375,000 $1.93 $18,046,875 $2,246.84(4)

Series A Convertible Preferred Stock, par value $0.001 per share

(3)

(1) Represents an aggregate of 9,375,000 shares of common stock to be issued by InfoSonics Corporation (“InfoSonics”) pursuant to the Agreement and Plan of Merger as amended, dated as of July 25, 2017, by and among InfoSonics, InfoSonics Acquisition Sub, Inc. and Cooltech Holding Corp. or upon conversion of the Series A Convertible Preferred Stock, and taking into effect the one-for-five reverse stock split effected by the Company on October 10, 2017. Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional securities that may be issued as a result of stock splits, stock dividends or similar transactions.
(2) Estimated solely for purposes of calculation of the registration fee in accordance with Rules 457(c) and (f) of the Securities Act of 1933, as amended, based upon the product of (a) 9,375,000 shares of InfoSonics common stock as were to be issued prior to the one-for-five reverse stock split at the time the initial Form S-4 was filed on September 19, 2017, and (b) $0.385, the average of the high and low prices for a share of common stock of InfoSonics as reported on the NASDAQ Capital Market on September 14, 2017.
(3) An interminable amount of 0% Series A Convertible Preferred Stock of InfoSonics to be issued to Cooltech shareholders, at the election of any such shareholder who would own in excess of 4.99% of InfoSonics common stock issued and outstanding post-merger.
(4) Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine.


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The information contained in this proxy statement/prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS –

SUBJECT TO COMPLETION, DATED JANUARY 17, 2018

LOGO

INFOSONICS CORPORATION

4435 Eastgate Mall, Suite 320

San Diego, California 92121

January [ ], 2018

PROPOSED MERGER TRANSACTION – YOUR VOTE IS VERY IMPORTANT

Dear Stockholder of InfoSonics Corporation,

You are cordially invited to attend a Special Meeting (the “Special Meeting”) of the stockholders of InfoSonics Corporation, a Maryland corporation (“InfoSonics,” “we,” “our” or “us”), to be held on [●], 2018, at the offices of Perkins Coie LLP, located at 11988 El Camino Real, Suite 350, San Diego, California 92130-2594, at [●], local time.

At the Special Meeting, you will be asked to consider and vote upon a proposal to approve the issuance of InfoSonics common stock, par value $0.001 per share (“InfoSonics Common Stock”) and InfoSonics 0% Series A Convertible Preferred Stock (“InfoSonics Series A Convertible Preferred Stock”), in connection with the merger contemplated by the Agreement and Plan of Merger (as amended, the “Merger Agreement”) dated July 25, 2017, among InfoSonics, Cooltech Holding Corp., a Nevada corporation (“Cooltech”) and InfoSonics Acquisition Sub, Inc., a Nevada corporation (“Merger Sub”), and the change of control of InfoSonics which will result from the transaction set forth in the Merger Agreement (the “Merger”). We refer to this proposal as the “Merger Proposal.” Under the Merger Agreement, Merger Sub will be merged with and into Cooltech, with Cooltech surviving the Merger as a subsidiary of InfoSonics. At the effective time of the Merger and after giving effect to the other transactions described in this proxy statement/prospectus and the one-for-five reverse stock split effected as of October 10, 2017, the former stockholders of Cooltech will receive 10,750,000 shares of InfoSonics Common Stock and InfoSonics Series A Convertible Preferred Stock, as needed, (assuming that Cooltech stockholders purchased all shares and warrants issued by InfoSonics in the Public Offering and will purchase all shares and warrants issued by InfoSonics in the Private Placement, as defined and discussed herein) which will represent approximately 78.9% of the shares of InfoSonics Common Stock after the Merger. The InfoSonics Common Stock is listed on the NASDAQ Capital Market under the symbol “IFON”.

The Special Committee of the InfoSonics Board of Directors (the “InfoSonics Special Committee”) and the InfoSonics Board of Directors (the “InfoSonics Board”) have determined that the Merger Agreement and the transactions contemplated thereby, including the issuance of shares pursuant to the Merger and the corresponding change of control of InfoSonics, are fair to, advisable and in the best interests of InfoSonics and its stockholders. The InfoSonics Board and the InfoSonics Special Committee recommend that InfoSonics stockholders vote “FOR” the Merger Proposal, and “FOR” the other proposals described in this proxy statement/prospectus.

The enclosed proxy statement/prospectus describes the Merger, the Merger Agreement and other related agreements and provides specific information concerning the Special Meeting. In addition, you may obtain information about us from documents we file with the Securities and Exchange Commission (the “SEC”). You should read the entire proxy statement/prospectus carefully, including the annexes, because it sets forth the details of the Merger Agreement and other important information related to the Merger.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING IN PERSON. IF YOU ATTEND THE MEETING, YOU MAY CONTINUE TO HAVE YOUR SHARES VOTED AS INSTRUCTED IN THE PROXY OR YOU MAY WITHDRAW YOUR PROXY AT THE MEETING AND VOTE YOUR SHARES IN PERSON.

On behalf of the InfoSonics Board, I thank you for your support and appreciate your consideration of this matter.

Sincerely,

/s/ Joseph Ram

Joseph Ram

President and Chief Executive Officer

For a discussion of risk factors that stockholders should consider in evaluating the Merger and related matters, see “ Risk Factors ” beginning on page 22 of this proxy statement/prospectus.

Neither the SEC nor any state securities commission has approved or disapproved the Merger or the securities to be issued under this proxy statement/prospectus, passed upon the merits or fairness of the Merger and related matters or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus and the form of the proxy are first being sent to InfoSonics stockholders on or about [●], 2018.


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REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about the parties that is not included or delivered with this document. This information is available without charge to stockholders upon written or oral request. You can obtain the documents incorporated by reference in this proxy statement/prospectus by requesting them in writing or by telephone at the following address and telephone number:

Vernon A. LoForti

Vice President, Chief Financial

Officer and Corporate Secretary

InfoSonics Corporation

4435 Eastgate Mall, Suite 320

San Diego, California 92121

Telephone: (858) 373-1675

To obtain timely delivery of requested documents prior to the election date, you must request them no later than [ ], 2018, which is five business days prior to the Special Meeting.


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LOGO

INFOSONICS CORPORATION

4435 Eastgate Mall, Suite 320

San Diego, California 92121

(858) 373-1675

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [ ], 2018

Dear Stockholders of InfoSonics Corporation:

You are cordially invited to a special meeting of the stockholders (the “Special Meeting”) of InfoSonics Corporation (“InfoSonics,” the “Company,” “we,” “our” or “us”) to be held at the offices of Perkins Coie LLP, located at 11988 El Camino Real, Suite 350, San Diego, California 92130-2594, on [●], 2018, at [●] local time. Only stockholders who hold shares of InfoSonics common stock at the close of business on [●], 2018, the record date for the Special Meeting, are entitled to vote at the Special Meeting and any adjournments or postponements of the Special Meeting.

At the Special Meeting, you will be asked to consider and vote upon:

1. a proposal to approve the issuance of InfoSonics common stock, par value $0.001 per share (“InfoSonics Common Stock”) and InfoSonics 0% Series A Convertible Preferred Stock, par value $0.001 per share (“InfoSonics Series A Convertible Preferred Stock”) in connection with the merger (the “Merger”) contemplated by the Agreement and Plan of Merger dated July 25, 2017, among InfoSonics, Cooltech Holding Corp., a Nevada corporation (“Cooltech”) and InfoSonics Acquisition Sub, Inc., a Nevada corporation (“Merger Sub”), and all amendments thereto (collectively, the “Merger Agreement”), and the corresponding change of control of InfoSonics, which proposal we refer to as the “Merger Proposal”;

2. a proposal to approve the issuance of InfoSonics Common Stock and warrants to purchase shares of InfoSonics Common Stock in a non-public offering in accordance with NASDAQ Listing Rule 5635, which proposal we refer to as the “Non-Public Offering Proposal”;

3. a proposal to approve the issuance of InfoSonics Common Stock upon the conversion of three year 0% convertible notes and the exercise of warrants to purchase shares of InfoSonics Common Stock in a non-public offering in accordance with NASDAQ Listing Rule 5635, which proposal we refer to as the “Non-Public Convertible Note Offering Proposal”;

4. a proposal to approve the amendment of the Company’s Articles of Incorporation to effect an increase in the authorized amount of InfoSonics Common Stock, from 40,000,000 shares of InfoSonics Common Stock, to 150,000,000 shares of InfoSonics Common Stock, which proposal we refer to as the “Authorized Shares Increase Proposal”;

5. a proposal to approve an amendment to the Company’s Articles of Incorporation to effect a reverse stock split of InfoSonics Common Stock, to the extent required to qualify for the NASDAQ new listing requirements, by a ratio of not less than one-for-two and not more than one-for-twenty at any time prior to April 30, 2018, with the exact ratio to be set at a whole number within this range by the Board of Directors of InfoSonics (the “InfoSonics Board”) in its sole discretion to comply with the applicable NASDAQ listing requirements, which proposal we refer to as the “Reverse Split Proposal”;

6. a proposal to elect four directors nominated by the Board of Directors, each to serve until the next annual meeting of stockholders or until a successor is elected and qualified, which proposal we refer to as the “Director Election Proposal”;


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7. a proposal to approve, on a non-binding advisory basis, the compensation to be paid to InfoSonics’ named executive officers that is based on or otherwise relates to the Merger, which proposal we refer to as the “Executive Compensation Proposal”;

8. a proposal to adjourn the Special Meeting to a later date, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal or any of the other proposals, which proposal we refer to as the “Adjournment Proposal”; and

9. to transact such other business as may properly come before the Special Meeting or any adjournment of the Special Meeting.

The Merger Agreement provides that the requisite InfoSonics stockholder approval of the Authorized Shares Increase Proposal is a condition to closing the transaction, as more fully described in “Proposal 1 –The Merger Proposal – Conditions to the Merger” beginning on page 81.

The holders of record of InfoSonics Common Stock at the close of business on [●], 2018, are entitled to notice of and to vote at the Special Meeting or at any adjournment thereof. The affirmative vote of the holders of a majority of the outstanding stock entitled to vote (assuming a quorum is present in person or by proxy) is required to approve the Merger Proposal, the Authorized Shares Increase Proposal and the Reverse Split Proposal. Approval of a plurality of votes cast on the matter is required to elect directors under the Director Election Proposal. Approval of all other proposals to be voted on at the Special Meeting requires the affirmative vote of a majority of all votes cast (assuming a quorum is present in person or by proxy) on each proposal, see “Summary – The InfoSonics Special Meeting” beginning on page 16.

The InfoSonics Board has determined that the Merger Agreement and the transactions contemplated thereby, including the issuance of shares pursuant to the Merger Agreement and the corresponding change of control of InfoSonics, are fair to, advisable and in the best interests of InfoSonics and its stockholders. The InfoSonics Board recommends that InfoSonics stockholders vote “FOR” the approval of the Merger Proposal, “FOR” the approval of the Non-Public Offering Proposal, “FOR” the approval of the Non-Public Convertible Note Offering Proposal, “FOR” the approval of the Authorized Shares Increase Proposal, “FOR” the approval of the Reverse Split Proposal, “FOR” each of the four directors listed in the Director Election Proposal, “FOR” the approval, by non-binding advisory vote, of the Executive Compensation Proposal and “FOR” the approval of the Adjournment Proposal.

Your vote is important. Whether or not you expect to attend the Special Meeting, please sign and return the enclosed proxy card promptly in the envelope provided or promptly submit your proxy by telephone or over the Internet following the instructions on the proxy card. You may revoke your proxy and vote in person at the Special Meeting if you desire. All stockholders are cordially invited to attend the Special Meeting.

By Order of the Board of Directors,

/s/ Joseph Ram
Joseph Ram
President and Chief Executive Officer

San Diego, California

[●], 2018


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PROXY STATEMENT/PROSPECTUS

TABLE OF CONTENTS

Page

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING OF INFOSONICS

1

SUMMARY

10

Parties to the Merger

10

Risk Factors

11

The Merger

11

InfoSonics Reasons for the Merger and Recommendation of the InfoSonics Board

11

Cooltech Reasons for the Merger and Recommendation of the Cooltech Board

12

Conditions to the Merger

13

Termination of the Merger Agreement

15

The InfoSonics Special Meeting

16

Interests of the InfoSonics Directors and Executive Officers in the Merger

17

Treatment of Cooltech Capital Stock in the Merger

17

No Appraisal Rights

18

Market Price and Dividend Data

18

Anticipated Accounting Treatment

18

Material U.S. Federal Income Tax Consequences of the Merger

18

Material U.S. Federal Income Tax Consequences of the Reverse Split

19

RISK FACTORS

22

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

35

MARKET PRICE AND DIVIDEND DATA

36

PARTIES TO THE MERGER

38

THE MERGER

39

Effect of the Merger

39

Effect on InfoSonics if the Merger is Not Completed

39

Background of the Merger

40

InfoSonics Reasons for the Merger and Recommendation of the InfoSonics Board

49

Cooltech Reasons for the Merger and Recommendation of the Cooltech Board

51

Projected Financial Information

52

Opinion of Stout Risius Ross, LLC

55

Listing of InfoSonics Common Stock on NASDAQ and New Listing Application

60

Anticipated Accounting Treatment

61

Material U.S. Federal Income Tax Consequences of the Merger

61

Regulatory Approvals

62

INTERESTS OF THE INFOSONICS DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER

63

THE INFOSONICS SPECIAL MEETING

68

Date, Time and Location

68

Purpose

68

Recommendation of the InfoSonics Board

69

Record Date and Quorum

69

Required Vote

70

Share Ownership and Voting by InfoSonics Directors and Executive Officers

70

Voting of Shares

71

Revocation of Proxies

72

Solicitation of Proxies; Costs of Solicitation

72

Tabulation of Votes

72

Adjournments and Postponements

72

Attending the Special Meeting

73

Assistance

74

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(Continued)

Page

PROPOSAL 1 – MERGER PROPOSAL

75

Explanatory Note Regarding the Merger Agreement

75

Effects of the Merger; Directors and Officers; Certificates of Incorporation; Bylaws

75

Closing and Effective Time of the Merger

76

Treatment of Cooltech Capital Stock in the Merger

76

Representations and Warranties

76

Conduct of Business Pending the Merger

78

Post-Merger Board of Directors

80

Fees and Expenses

81

Conditions to the Merger

81

Definition of “Material Adverse Effect”

83

Securities Purchase Agreements

83

Termination of the Merger Agreement

83

Effect of Termination of the Merger Agreement

84

Consequences If Not Approved

84

Vote Required

84

PROPOSAL 2 –  NON-PUBLIC OFFERING PROPOSAL

85

PROPOSAL 3 – NON-PUBLIC CONVERTIBLE NOTE OFFERING PROPOSAL

87

PROPOSAL 4 – AUTHORIZED SHARES INCREASE PROPOSAL

89

PROPOSAL 5 – REVERSE SPLIT PROPOSAL

91

PROPOSAL 6 – DIRECTOR ELECTION PROPOSAL

98

PROPOSAL 7 – EXECUTIVE COMPENSATION PROPOSAL

115

PROPOSAL 8 – ADJOURNMENT PROPOSAL

116

SELECTED FINANCIAL DATA OF COOLTECH

117

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

118

COMPARATIVE PER SHARE DATA

125

COOLTECH’S BUSINESS

126

COOLTECH’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

133

INFORMATION ABOUT INFOSONICS

139

INFOSONICS’ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

143

MANAGEMENT OF INFOSONICS FOLLOWING THE MERGER

150

SECURITY OWNERSHIP OF INFOSONICS

155

SECURITY OWNERSHIP OF COOLTECH

156

DESCRIPTION OF INFOSONICS CAPITAL STOCK

157

COMPARISON OF STOCKHOLDER RIGHTS

161

NO APPRAISAL RIGHTS

192

LEGAL MATTERS

193

EXPERTS

193

WHERE YOU CAN FIND ADDITIONAL INFORMATION

194

STOCKHOLDER PROPOSALS

195

OTHER MATTERS

196

INFOSONICS FINANCIAL STATEMENTS

F-1

COOLTECH FINANCIAL STATEMENTS

F-31

ONECLICK ARGENTINO FINANCIAL STATEMENTS

F-90

ONECLICK INTERNATIONAL FINANCIAL STATEMENTS

F-67

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Page

ANNEX A – Merger Agreement

A-1

ANNEX B – Amendment No.  1 to Agreement and Plan of Merger

B-1

ANNEX C – Amendment No. 2 to Agreement and Plan of Merger

C-1

ANNEX D – Opinion of Stout Risius Ross, LLC

D-1

ANNEX E – Form of Articles of Amendment

E-1

ANNEX F – Form of Articles Supplementary

F-1

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

II-1

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QUESTIONS AND ANSWERS ABOUT THE MERGER

AND SPECIAL MEETING OF INFOSONICS

The following questions and answers briefly address some commonly asked questions regarding the Special Meeting and the Merger. These questions and answers may not address all questions that may be important to you. Please refer to the more detailed information contained elsewhere in this proxy statement/prospectus, the annexes to this proxy statement/prospectus and the other documents InfoSonics refers to, or incorporates by reference into, this proxy statement/prospectus.

Q: Why am I receiving this proxy statement/prospectus, and why am I being asked to vote on the Merger Proposal?

A: InfoSonics, Merger Sub and Cooltech have agreed to consummate the Merger under the terms of the Merger Agreement that is described in this proxy statement/prospectus. A copy of each of the Merger Agreement and Amendment Nos. 1 and 2 to Agreement and Plan of Merger (the “Amendments”) is attached to this proxy statement/prospectus as Annex A, Annex B and Annex C, respectively.

In order to complete the Merger, InfoSonics stockholders must vote to approve the Merger and the issuance of InfoSonics Common Stock pursuant to the Merger and the corresponding change of control of InfoSonics, as required by NASDAQ rules. InfoSonics is also seeking approval of other proposals relating to the Merger set forth herein. InfoSonics will hold a Special Meeting of its stockholders to obtain this vote. You are receiving this proxy statement/prospectus in connection with the solicitation of proxies to be voted at the Special Meeting or at any adjournments or postponements thereof.

You should carefully read this proxy statement/prospectus, including its annexes and the other documents we refer to, or incorporate by reference, into this proxy statement/prospectus, because they contain important information about the Merger, the Merger Agreement and the Special Meeting. The enclosed voting materials allow you to vote your shares without attending the Special Meeting. Your vote is very important. We encourage you to vote as soon as possible.

Q: What am I being asked to vote on?

A: You are being asked to vote on a proposal to approve the issuance of InfoSonics Common Stock and InfoSonics Series A Convertible Preferred Stock, as needed, pursuant to the Merger and the corresponding change of control of InfoSonics, which proposal we refer to as the “Merger Proposal.” You are also being asked to vote on:

• a proposal to approve the issuance of InfoSonics Common Stock and warrants to purchase shares of InfoSonics Common Stock in a non-public offering in accordance with NASDAQ Listing Rule 5635, which proposal we refer to as the “Non-Public Offering Proposal”;

• a proposal to approve the issuance of InfoSonics Common Stock upon the conversion of three year 0% convertible notes and the exercise of warrants to purchase shares of InfoSonics Common Stock in a non-public offering in accordance with NASDAQ Listing Rule 5635, which proposal we refer to as the “Non-Public Convertible Note Offering Proposal”;

• a proposal to approve the amendment of the Company’s Articles of Incorporation to effect an increase in the authorized amount of InfoSonics Common Stock, from 40,000,000 shares of InfoSonics Common Stock, par value $0.001 per share to 150,000,000 shares of InfoSonics Common Stock, which proposal we refer to as the “Authorized Shares Increase Proposal”;

•

a proposal to approve an amendment to the Company’s Articles of Incorporation to effect a reverse stock split of InfoSonics Common Stock, to the extent required to qualify for the NASDAQ new listing requirements, by a ratio of not less than one-for-two and not more than one-for-twenty at any time prior

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to April 30, 2018, with the exact ratio to be set at a whole number within this range by the InfoSonics Board in its sole discretion to comply with the applicable NASDAQ listing requirements, which proposal we refer to as the “Reverse Split Proposal”;

• a proposal to elect four directors nominated by the Board of Directors, each to serve until the next annual meeting of stockholders or until a successor is elected and qualified, which proposal we refer to as the “Director Election Proposal”;

• a proposal to approve, on a non-binding advisory basis, the compensation to be paid to InfoSonics’ named executive officers that is based on or otherwise relates to the Merger, which proposal we refer to as the “Executive Compensation Proposal”;

• to consider and vote upon a proposal to adjourn the Special Meeting to a later date, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal or any of the other proposals, which proposal we refer to as the “Adjournment Proposal”; and

• to transact such other business as may properly come before the Special Meeting or any adjournment of the Special Meeting.

The Merger Agreement provides that the requisite InfoSonics stockholder approval of Authorized Shares Increase Proposal is a condition to closing the Merger, as more fully described in “Proposal 1 – The Merger Proposal – Conditions to the Merger” beginning on page 81.

Q: How does the InfoSonics Board recommend that I vote?

A: The InfoSonics Board unanimously recommends that you vote “FOR” each of the proposals discussed in this proxy statement/prospectus.

Q: What should I do now?

A: After carefully reading and considering the information contained in this proxy statement/prospectus, including the annexes, we encourage you to vote by proxy as soon as possible, whether you plan to attend the Special Meeting or not. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via Internet or telephone. You may specify whether your shares should be voted “FOR,” “AGAINST” or “ABSTAIN” with respect to each of the proposals other than the Director Election Proposal where you may vote “FOR,” “AGAINST” or “WITHHOLD” with respect to each director nominee. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the InfoSonics Board’s recommendations, as noted below. Voting by proxy will not affect your right to attend the Special Meeting. If your shares are registered directly in your name through our stock transfer agent, or you have stock certificates registered in your name, you may vote as follows:

• Voting by Telephone . You may vote by calling the toll-free telephone number and following the instructions printed on your proxy card. The deadline for voting by telephone is 11:59 p.m. Eastern Time on the day preceding the Special Meeting. If you vote by telephone, you do not need to return your proxy card.

• Voting on the Internet. You may vote on the Internet by accessing the website www.proxyvote.com and following the instructions printed on your proxy card. The deadline for voting on the Internet is 11:59 p.m. Eastern Time on the day preceding the Special Meeting. If you vote on the Internet, you do not need to return your proxy card.

•

Voting by Proxy Card . You may vote by completing, signing and returning your proxy card by mail. To vote in this manner, please mark, date and sign the enclosed proxy card and return it by mail in the

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accompanying postage-prepaid envelope. You should mail your signed proxy card as promptly as practicable so that your shares will be voted at the Special Meeting.

• Voting in Person. Even if you have voted by one of the methods described above, you may still attend and vote your shares in person at the Special Meeting, if you are the record owner of those shares. If you do attend and vote your shares in person at the Special Meeting after having voted by any of the methods described above, only your last vote will be counted. However, attendance at the Special Meeting alone will not result in a revocation of any previously submitted proxy cards.

If your shares are held in “street name” (held in the name of a bank, broker or other holder of record), you will receive voting instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the Special Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the Special Meeting in order to vote.

Q: Why are InfoSonics and Cooltech proposing to effect the Merger?

A: We believe that Cooltech’s business model will create more value for InfoSonics stockholders in the long-term than InfoSonics could achieve as an independent, stand-alone company. For a more complete description of the reasons for the Merger, see “The Merger – InfoSonics Reasons for the Merger and Recommendation of the InfoSonics Board” on page 49.

Q: How will InfoSonics stockholders be affected by the Merger?

A: The Merger will have no effect on the number of shares of InfoSonics Common Stock held by InfoSonics stockholders as of immediately prior to the completion of the Merger. However, after issuance of the merger consideration to Cooltech shareholders, and assuming that Cooltech stockholders purchased all shares and warrants issued in the Public Offering and will purchase all shares and warrants issued in the Private Placement (as defined and discussed herein), it is expected that InfoSonics Common Stock held by InfoSonics stockholders prior to the Merger will represent approximately 21% of the outstanding shares of InfoSonics Common Stock after the Merger whereas prior to the completion of the Merger such shares represented 100%.

Q: When do InfoSonics and Cooltech expect the Merger to be completed?

A: InfoSonics and Cooltech are working to complete the Merger as quickly as practicable. However, we cannot predict the exact timing of the completion of the Merger because it is subject to certain conditions. See “Proposal 1 – The Merger Proposal – Conditions to the Merger” on page 81. We hope to complete the Merger by March 14, 2018.

Q: What will happen to InfoSonics if, for any reason, the Merger does not close?

A: InfoSonics has invested significant time and incurred expenses, and expects to continue to incur, significant expenses related to the proposed Merger. If the Merger does not close, the InfoSonics Board and the InfoSonics Special Committee will, among other things, (i) continue to evaluate and review our business operations, properties and capitalization, (ii) make such changes as are deemed appropriate, and (iii) continue to seek to identify strategic alternatives to enhance stockholder value.

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Q: Who will be InfoSonics’ directors and executive officers following the Merger?

A: Following the Merger, the InfoSonics Board will be comprised of a total of five directors, with four designated by Cooltech. The InfoSonics Board is anticipated to include the following individuals as of the closing of the Merger:

Name

Designated By

Mauricio Diaz

Cooltech

Felipe Rezk

Cooltech

Andrew DeFrancesco

Cooltech

Aaron Serruya

Cooltech

Robert Picow

Remaining InfoSonics Director

Following the Merger, the executive officers of InfoSonics are anticipated to include the following individuals:

Name

Position

Mauricio Diaz

Chief Executive Officer

Felipe Rezk

Chief Sales and Marketing Officer

Alfredo Carrasco

Chief Financial Officer

Reinier Voigt

Chief Operating Officer

For more information about InfoSonics’ anticipated directors and executive officers following the Merger and related corporate governance matters, see “Management of InfoSonics Following the Merger” on page 150.

Q: What will happen if InfoSonics stockholders do not approve the Merger-related compensation?

A: Approval by InfoSonics stockholders of the compensation that may be paid or become payable to InfoSonics named executive officers that is based on, or otherwise relates to, the Merger is not a condition to completion of the Merger. The vote is an advisory vote and will not be binding on InfoSonics. If the Merger is completed, the Merger-related compensation may be paid to InfoSonics’ named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements, even if InfoSonics stockholders do not approve, by advisory (non-binding) vote, the Merger-related compensation.

Q: Will my shares be voted if I do not provide my proxy?

A: Under stock market rules currently in effect, brokerage firms and nominees have the authority to vote their customers’ unvoted shares on certain “routine” matters if the customers have not furnished voting instructions within a specified period prior to the Special Meeting. However, except for the Reverse Split Proposal, the proposals to be voted upon at the Special Meeting are not considered “routine” matters and hence brokerage firms and nominees will not be able to vote the shares of customers from whom they have not received voting instructions. If you hold your shares directly in your own name, they will not be counted as shares present for the purposes of determining the presence of a quorum or be voted if you do not provide a proxy or attend the Special Meeting and vote the shares yourself.

“Broker non-votes” occur when shares represented by valid proxies are received from a bank, broker or other nominee, but are not voted on a matter because either the bank, broker or nominee did not receive voting instructions from the beneficial owner or the bank, broker or nominee lacks discretionary authority to

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vote such shares. Any broker non-votes will be counted as shares present and entitled to vote for the purposes of determining the presence of a quorum on each of the proposals to be voted on at the Special Meeting.

Q: If my shares are held in “street name” by my broker, can my broker vote my shares for me?

A: Yes, but your broker will only be permitted to vote your shares of InfoSonics Common Stock if you instruct your broker how to vote. You should follow the procedures provided to you by your broker regarding how to instruct your broker to vote your shares.

Q: When and where is the Special Meeting?

A: The Special Meeting will be held on [●], 2018, at the offices of Perkins Coie LLP, located at 11988 El Camino Real, Suite 350, San Diego, California 92130-2594, at [●] local time.

Q: Who may attend the Special Meeting?

A: All InfoSonics stockholders who owned shares of InfoSonics Common Stock at the close of business on [●], 2018, the record date for the Special Meeting, may attend.

Q: Who may vote at the Special Meeting?

A: Only holders of record of InfoSonics Common Stock as of the close of business on [●], 2018, the record date for the Special Meeting, may vote at the Special Meeting. As of the record date, InfoSonics had [●] outstanding shares of InfoSonics’ Common Stock entitled to vote at the Special Meeting.

Q: What vote is required to approve the proposals?

A: Vote Required to Approve the Merger Proposal, the Authorized Shares Increase Proposal and the Reverse Split Proposal . The affirmative vote of the holders of a majority of InfoSonics Common Stock outstanding on the record date (assuming a quorum is present in person or by proxy) is required for approval of the Merger Proposal and each of the amendments to the Articles of Incorporation (i.e., both the Authorized Shares Increase Proposal and the Reverse Split Proposal). If you vote to abstain, or if you fail to vote or fail to instruct your bank, broker, custodian or other record holder how to vote, it will have the same effect as voting against these proposals.

Vote Required to Approve the Director Election Proposal . The minimum voting requirement to elect directors is a plurality of the votes cast at the Special Meeting (assuming quorum is preset in person or by proxy). Therefore, each of the four nominees receiving the most votes will be elected. Cumulative voting is not permitted in the election of directors. Brokers, banks or other agents do not have discretionary authority to vote on the election of directors, so if you do not instruct your broker, bank or agent to vote the shares, such shares will be treated as broker non-votes on this proposal and will not be counted as votes cast at the meeting.

Vote Required to Approve the Other Proposals . Approval of all other proposals to be voted on at the Special Meeting requires the affirmative vote of a majority of all votes cast (assuming a quorum is present in person or by proxy) on each proposal. If you vote to abstain, or if you fail to vote or fail to instruct your bank, broker, custodian or other record holder how to vote, it will have no effect on the voting outcome of these proposals.

Q: Do any of InfoSonics’ directors or officers have interests in the Merger that may differ from or be in addition to my interests as a stockholder?

A: Yes, see “Interests of the InfoSonics Directors and Executive Officers in the Merger” on page 63.

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Q: How will our directors and executive officers vote on the Merger Proposal?

A: Our directors and current executive officers have informed us that, as of the date of this proxy statement/prospectus, they intend to vote all of their shares of InfoSonics Common Stock in favor of the Merger Proposal and the other proposals. As of [●], 2018, the record date for the Special Meeting, our directors and current executive officers beneficially owned, in the aggregate, [●] shares of InfoSonics Common Stock, or collectively approximately [●]% of the outstanding shares of InfoSonics Common Stock. Additionally, in connection with the Merger Agreement, Joseph Ram, the Company’s President and Chief Executive Officer and beneficial holder of approximately 22.75% of InfoSonics Common Stock as of December 31, 2017, entered into a voting agreement (the “Voting Agreement”) with Cooltech, solely in his individual capacity as a holder of InfoSonics Common Stock and not in any other capacity, pursuant to which, among other things Mr. Ram agreed that he will vote his shares of InfoSonics Common Stock in favor of the adoption and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement.

Q: Why am I being asked to approve the Non-Public Offering and Non-Public Convertible Note Offering Proposals?

A: NASDAQ Listing Rule 5635(d) requires that we obtain stockholder approval prior to the issuance of InfoSonics Common Stock in connection with certain non-public offerings involving the sale, issuance or potential issuance by InfoSonics of InfoSonics Common Stock equal to 20% or more of the InfoSonics Common Stock outstanding before the issuance.

Q: Why am I being asked to approve the Authorized Shares Increase Proposal?

A: Under the Merger Agreement, approval of the Authorized Shares Increase Proposal is a condition to completing the Merger. Because InfoSonics is a Maryland corporation, it is subject to the Maryland General Corporation Law (the “MGCL”). In order to amend the Company’s current Articles of Incorporation, the MGCL effectively requires that such amendment be approved by stockholders representing a majority of the outstanding shares of the corporation. In connection with the Merger Proposal and the Authorized Shares Increase Proposal, InfoSonics is seeking to amend its Articles of Incorporation to effect the changes described in such proposals.

Q: Why am I being asked to approve adjourning the Special Meeting to a later date, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal?

A: We are asking you to vote on a proposal to adjourn the Special Meeting, if necessary or appropriate, in order to allow for the solicitation of additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal or any of the other proposals or if necessary to achieve a quorum. If the proposal to adjourn the Special Meeting is not approved and there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal or achieve a quorum, InfoSonics may be required to incur additional time and expense in order to hold an effective stockholder meeting for the Merger Proposal to be considered and approved.

Q: What is a “quorum”?

A: Under our bylaws, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a “quorum” for the transaction of business. If a quorum is not present at the Special Meeting, InfoSonics expects that the Special Meeting will be adjourned or postponed to solicit additional proxies. In general, shares of InfoSonics Common Stock represented by a properly signed and returned proxy card will be counted as shares present and entitled to vote at the Special Meeting for purposes of determining a quorum. Shares represented by proxies marked “ABSTAIN” are counted in determining whether a quorum is present. In addition, a “broker non-vote” is counted in determining whether a quorum is present.

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Q: Who is soliciting my proxy?

A: This proxy is being solicited by the InfoSonics Board.

Q: Who is paying for the solicitation of proxies?

A: InfoSonics will bear the cost of solicitation of proxies by us. In addition to soliciting stockholders by mail, InfoSonics directors, officers and employees, without additional remuneration, may solicit proxies in person or by telephone or other means of electronic communication. InfoSonics will not pay these individuals for their solicitation activities but will reimburse them for their reasonable out-of-pocket expenses. Brokers and other custodians, nominees and fiduciaries will be requested to forward proxy-soliciting material to the owners of stock held in their names, and InfoSonics will reimburse such brokers and other custodians, nominees and fiduciaries for their reasonable out-of-pocket costs. Solicitation by InfoSonics’ directors, officers and employees may also be made of some stockholders in person or by mail, telephone or other means of electronic communication following the original solicitation. We have retained Georgeson LLC to assist in the solicitation of proxies. We expect to pay Georgeson LLC $15,000, plus reimbursement of reasonable expenses.

Q: What does it mean if I get more than one proxy card?

A: If your shares are registered in multiple accounts with one or more brokers and/or our transfer agent, you will receive more than one proxy card. If you are submitting your proxy by completing and returning your proxy card, please complete and return each of the proxy cards you receive to ensure that all of your shares are voted.

Q: If I have given a proxy, may I subsequently change my vote?

A: Yes. If you give us your proxy, you may change or revoke it at any time before the Special Meeting. You may change or revoke your proxy in any one of the following ways:

• by re-voting by Internet or by telephone;

• by signing a new proxy card with a date later than your previously delivered proxy and submitting it as instructed above; provided that it is received prior to the deadline set forth above;

• by notifying our Secretary in writing before the Special Meeting that you have revoked your proxy; or

• by attending the Special Meeting in person and voting in person in accordance with the instructions above. Attending the meeting in person will not in and of itself revoke a previously submitted proxy unless you specifically request it.

Your most current vote, whether by telephone, Internet or proxy card, is the one that will be counted.

If you have instructed a broker or other nominee to vote your shares, you must follow the procedures provided by your broker or nominee to change those instructions.

Q: Will I be entitled to dissenter’s rights or appraisal rights as a result of the Merger Agreement and the Merger?

A: No. Since InfoSonics common stock is listed on the NASDAQ Capital Market on the record date for determining stockholders entitled to vote on the Merger, under Maryland law, InfoSonics stockholders do not have appraisal rights or similar rights of dissenters with respect to the Merger.

Q: Will the Merger be taxable to me as an InfoSonics stockholder?

A: No. See “The Merger – Material U.S. Federal Income Tax Consequences of the Merger” on page 61.

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Q: Will the reverse stock split be taxable to me as an InfoSonics stockholder?

A: No, except that a holder who receives one whole share of InfoSonics Common Stock in lieu of a fractional share may recognize gain in an amount not to exceed the excess of the fair market value of such share over the fair market value of the fractional share to which the holder was otherwise entitled. See “Proposal 5 –Reverse Split Proposal – Material Federal U.S. Income Tax Consequences of the Reverse Stock Split” on page 91.

Q: After the Special Meeting, how can I determine whether the Merger Proposal was approved by InfoSonics stockholders?

A: Promptly after the Special Meeting, InfoSonics will issue a press release announcing whether the Merger Proposal has been approved by holders of a sufficient number of outstanding shares of InfoSonics Common Stock. In addition, within four business days after the Special Meeting, InfoSonics will file a Form 8-K with the SEC to report the results of the voting on the proposals presented to the InfoSonics stockholders at the Special Meeting.

Q: Who can help answer my questions?

A: If you have questions about the Special Meeting or the Merger after reading this proxy statement/prospectus, you should contact us at the following address or phone number: 4435 Eastgate Mall, Suite 320, San Diego, California 92121, (858) 373-1675, Attention: Secretary.

If you have any questions about the proxy materials or if you need assistance submitting your proxy or voting instructions or voting your shares or need additional copies of this document, you should contact Georgeson LLC as set forth below:

Georgeson LLC

1290 Avenue of Americas

9th Floor

New York, NY 10104

Stockholders, Banks and Brokerage Firms Call Toll Free: (800) 733-6198

List of Stockholders

In accordance with the Company’s Bylaws, our Secretary will prepare, at least ten days before the Special Meeting, a list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the Special Meeting, during ordinary business hours, for a period of at least ten days prior to the Special Meeting, at the offices of Perkins Coie LLP located at 11988 El Camino Real, Suite 350, San Diego, California 92130-2594. The list will be produced and kept at the time and place of Special Meeting and may be inspected by any stockholder who is present.

Householding of Special Meeting Materials

SEC rules allow us or your broker to send a single set of our proxy materials to any household at which two or more of our stockholders reside, if we or your broker believe that the stockholders are members of the same family. This practice, referred to as “householding,” benefits both you and us. It reduces the volume of duplicate information received at your household and helps to reduce our expenses. The rule applies to our annual reports, proxy statements and information statements. Once you receive notice from your broker or from us that communications to your address will be “householded,” the practice will continue until you are otherwise notified or until you revoke your consent to the practice. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

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If your household received a single set of proxy materials, but you would prefer to receive your own copy, please contact us at the following address or phone number: 4435 Eastgate Mall, Suite 320, San Diego, California 92121, (858) 373-1675, Attention: Secretary. If you do not wish to participate in “householding” and would like to receive your own set of proxy materials in future years, or if you share an address with another InfoSonics stockholder and together both of you would like to receive only a single set of proxy materials, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and phone number.

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SUMMARY

This summary discusses the material information contained in this proxy statement/prospectus, including with respect to the Merger Agreement, the Merger and the other transactions and agreements contemplated in connection with the Merger. You should carefully read this proxy statement/prospectus, its annexes and the documents referred to, or incorporated by reference into, this proxy statement/prospectus, as this summary may not contain all of the information that may be important to you. The items in this summary include page references directing you to a more complete description of that topic in this proxy statement/prospectus.

Parties to the Merger (Page 38)

InfoSonics Corporation. InfoSonics Corporation, referred to as “InfoSonics,” “we,” “our” or “us,” is a Maryland corporation. We are a provider of wireless handsets, tablets and accessories to carriers, distributors and retailers, primarily in Latin America. We define, source and sell our proprietary line of products under the verykool ® brand, with the goal to provide the market with products that are unique, handsomely designed, feature rich and provide exceptional “value” for the consumer. Our verykool ® products include a wide range of GSM Android-based smartphones and a limited number of feature phones and Android-based tablets. See “Parties to the Merger – InfoSonics” on page 38 and “The Merger – Effect of the Merger” on page 39. Additional information about InfoSonics is contained in its public filings, some of which are incorporated by reference herein as described in “Where You Can Find Additional Information” beginning on page 194. The contact information for InfoSonics’ principal executive offices is:

4435 Eastgate Mall

Suite 320

San Diego, CA 92121

Telephone: (858) 373-1675

Cooltech Holding Corp. Cooltech Holding Corp., referred to as “Cooltech,” is a Nevada corporation. Cooltech is an acquirer and operator of businesses in the consumer electronics industry. Cooltech has three wholly-owned subsidiaries: (1) Icon Networks LLC, a Florida limited liability company (“Icon”); (2) OneClick International, LLC, a Florida limited liability company (“OneClick International”); and (3) OneClick License, LLC, a Florida limited liability company (“OneClick License” and, together with OneClick International, “OneClick”). Icon is a sales and marketing service provider and distributor of various consumer electronics to resellers, retailers and small and medium-sized businesses in Latin America and the United States. OneClick is an authorized reseller of Apple products and operates retail stores in Latin America and the U.S. OneClick specializes in commercializing Apple products, compatible-brand accessories, self-produced products, and providing professional technical support to all Apple customers. Cooltech, together with Icon and OneClick, provides its customers with a number of value-added services, such as multi-vendor solutions, integration services, electronic commerce tools, marketing, financing, training and enablement, technical support, and inventory management. For more information about Cooltech’s business, see “Cooltech’s Business” on page 126. See “Parties to the Merger –Cooltech Holding Corp.” on page 38. Additional information about Cooltech is contained herein. See “Cooltech’s Business” on page 126. The contact information for Cooltech’s principal executive offices is:

48 NW 25 th St

Suite 107/108

Miami, FL 33127

Telephone: (786) 675-5257



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InfoSonics Acquisition Sub, Inc. InfoSonics Acquisition Sub, Inc. referred to as “Merger Sub,” is a Nevada corporation and is currently a wholly owned subsidiary of InfoSonics that was formed solely for the purpose of entering into the Merger Agreement and completing the Merger. Upon the consummation of the Merger, Merger Sub will be merged with and into Cooltech and will cease to exist. See “Parties to the Merger – InfoSonics Acquisition Sub, Inc.” on page 38. The contact information for Merger Sub is:

c/o InfoSonics Corporation

4435 Eastgate Mall

Suite 320

San Diego, CA 92121

Telephone: (858) 373-1675

Risk Factors (Page 22)

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors” on page 22 which discusses risk factors relating to the Merger, InfoSonics and Cooltech, including but not limited to the following:

• failure to complete the Merger could impact negatively InfoSonics’ business, financial condition or results of operations or InfoSonics’ stock price;

• we cannot predict when or if the Merger will close; and

• the potential Merger will subject InfoSonics to significant additional liabilities and other risks and will cause InfoSonics’ to incur significant expenses.

The Merger (Page 39)

InfoSonics, Merger Sub and Cooltech agreed to consummate a Merger under the terms of the Merger Agreement that is described herein and attached hereto as Annex A as amended by the terms of the Amendments to the Merger Agreement, attached hereto as Annex B and Annex C . Pursuant to the Merger Agreement, Merger Sub will merge with and into Cooltech, with Cooltech surviving the Merger and continuing as a wholly owned subsidiary of InfoSonics. At the effective time of the Merger and after giving effect to the other transactions, including the Public Offering and the Private Placement (as defined and discussed in this proxy statement/prospectus) and the reverse stock split effected as of October 10, 2017, the former stockholders of Cooltech will receive 10,750,000 shares of InfoSonics Common Stock and InfoSonics Series A Convertible Preferred Stock, as needed, (assuming that Cooltech stockholders purchased all shares and warrants issued by InfoSonics in the Public Offering and will purchase all shares and warrants issued in the Private Placement, as defined and discussed herein) which will represent approximately 78.9% of the shares of InfoSonics Common Stock after the Merger, subject to adjustment as provided in the Merger Agreement.

The Merger Agreement is attached as Annex A hereto and the Amendments to the Merger Agreement are attached as Annex B and Annex C . We encourage you to carefully read the Merger Agreement and the Amendments to the Merger Agreement in their entirety because they are the legal documents governing the Merger.

InfoSonics Reasons for the Merger and Recommendation of the InfoSonics Board (Page 49)

In evaluating the Merger, the InfoSonics Board consulted with InfoSonics’ management and its financial and legal advisors. The InfoSonics Board considered a number of alternatives to enhance InfoSonics’ competitive and financial position and to increase stockholder value. The factors listed below and set forth herein were viewed by the InfoSonics Board as supporting its decision ultimately to approve the Merger with Cooltech, as being in the best interests of the InfoSonics stockholders:

• the uncertain outlook for InfoSonics and its products, including the verykool ® product line, due to its declining financial performance;



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• uncertainty about whether InfoSonics can continue as a going concern given substantial, ongoing losses;

• uncertainty about the proceeds that InfoSonics stockholders would receive in a liquidation of InfoSonics, and the costs of a liquidation;

• InfoSonics’ difficulty in raising capital in the public markets;

• InfoSonics’ possible delisting from the NASDAQ Capital Market in the absence of a transaction; and

• the economic conditions in the telecommunications equipment industry, which emphasize leading technology and require significant ongoing expenditures on research & development.

Although this discussion of the information and factors considered by the InfoSonics Board is believed to include the material factors it considered, it is not intended to be exhaustive and may not include all of the factors considered by the InfoSonics Board. For a further discussion of InfoSonics’ reasons for the Merger, as well as risks and uncertainties related thereto, see “The Merger –  InfoSonics Reasons for the Merger and Recommendation of the InfoSonics Board” on page 49.

Cooltech Reasons for the Merger and Recommendation of the Cooltech Board

In the course of reaching its decision to approve the merger, the Cooltech board of directors consulted with its senior management team and financial advisor, conducted due diligence, and considered a number of factors, including, among others, the:

• potential to provide its current shareholders with greater liquidity by owning stock in a public company;

• terms and conditions of the Merger Agreement, including, without limitation, the following:

• determination that the expected relative percentage ownership of InfoSonics security holders and Cooltech security holders in the combined organization was appropriate based, in the judgment of Cooltech’s board of directors, on the board of directors’ assessment of the approximate valuations of InfoSonics and Cooltech;

• limited number and nature of the conditions of the obligation of Cooltech to consummate the Merger;

• the merger consideration issued to Cooltech shareholders will be registered on a Form S-4 registration statement by InfoSonics and will become freely tradable for Cooltech’s shareholders who are not affiliates of Cooltech or who have not executed lockup agreements;

• ability to raise capital in the future as a public company to fund operations and other activities; and

• likelihood that the Merger will be consummated on a timely basis.

Cooltech’s board of directors also considered a number of uncertainties and risks in its deliberations concerning the Merger contemplated by the Merger Agreement, including the following:

• the possibility that the Merger might not be completed and the potential adverse effect of the public announcement of the Merger on the reputation of Cooltech and the ability of Cooltech to obtain financing in the future in the event the Merger is not completed;

• the risk that the Merger might not be consummated in a timely manner, or at all;

• the expenses to be incurred in connection with the Merger and related administrative challenges associated with combining the companies;



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• additional public company expenses and obligations that Cooltech will be subject to following the Merger that it has not previously been subject to; and

• various other risks associated with the combined organization and the Merger, including the risks described in the section entitled “Risk Factors” in this proxy statement/prospectus.

Conditions to the Merger (Page 81)

The Merger is subject to the satisfaction or waiver of various conditions, at or prior to the effective time, which include the following with respect to each party:

• InfoSonics stockholders shall have approved the Merger Proposal at the Special Meeting in accordance with the MGCL and the rules of the NASDAQ Stock Market;

• no Applicable Law (as defined in the Merger Agreement) shall prohibit the consummation of the Merger;

• a registration statement on Form S-4 shall have been declared effective and no stop order suspending the effectiveness of the registration statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC;

• the shares of InfoSonics Common Stock (including shares of InfoSonics Common Stock underlying InfoSonics Series A Convertible Preferred Stock) to be issued in the Merger shall have been approved for quotation on the NASDAQ Capital Market, subject to official notice of issuance;

• InfoSonics shall have filed the Series A Articles Supplementary and the amendment to InfoSonics’ Articles of Incorporation that increases the number of shares of InfoSonics Common Stock for issuance with the State Department of Assessments and Taxation of the State of Maryland;

• Cooltech shall have delivered evidence to InfoSonics of $2.5 million in Net Cash (as defined in the Merger Agreement);

• as adjusted for the reverse stock split effected October 10, 2017, InfoSonics shall have entered into those certain Securities Purchase Agreements with investors for the sale by InfoSonics of: (A) 500,000 shares of InfoSonics Common Stock in a transaction registered pursuant to InfoSonics’ shelf registration statement on Form S-3 (File No. 333-204469) and warrants to purchase 500,000 shares of InfoSonics Common Stock (such transaction referred to as the “Public Offering”); and (B) 875,000 shares of InfoSonics Common Stock and warrants to purchase 875,000 shares of InfoSonics Common Stock (such transaction referred to as the “Private Placement” and, the Securities Purchase Agreements for both the Public Offering and the Private Placement, the “Securities Purchase Agreements”), and the documents for the Securities Purchase Agreements shall be in full force and effect (the Securities Purchase Agreements have both been executed at this time);

• Cooltech and InfoSonics have received all deliverables required under the Merger Agreement; and

• not less than ten days prior to the date of the appointment of the Cooltech nominees to the InfoSonics Board, InfoSonics will have filed Form 14F-1 with the SEC.

InfoSonics and Merger Sub are not obligated to effect the Merger unless the following conditions are satisfied or waived, at or prior to the effective time:

• Cooltech shall have performed in all material respects all of its obligations under the Merger Agreement required to be performed by it at or prior to the effective time;

•

the representations and warranties of Cooltech contained in the Merger Agreement or in any certificate or other writing delivered by Cooltech pursuant thereto (subject to materiality and material adverse



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effect qualifications with respect to Cooltech contained therein) shall be true at and as of the effective time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect with respect to Cooltech;

• InfoSonics shall have received a certificate signed by an executive officer of Cooltech certifying as to the satisfaction of the requirements set forth in the preceding paragraph;

• there shall not be in effect any restraining order, preliminary or permanent injunction or other similar order by any governmental authority and there shall not have been instituted or pending any action or proceeding by any governmental authority, in any such case (i) prohibiting, challenging or seeking to make illegal or otherwise directly or indirectly seeking to restrain or prohibit the consummation of the Merger, (ii) seeking to restrain or prohibit InfoSonics’, Merger Sub’s or any of InfoSonics’ other affiliates’ (A) ability effectively to exercise full rights of ownership of the stock of Cooltech after the Merger, including the right to vote any shares of Cooltech common stock acquired or owned by InfoSonics, Merger Sub or any of InfoSonics’ other affiliates following the effective time on all matters properly presented to Cooltech’s shareholders, or (B) ownership or operation (or that of its respective subsidiaries or affiliates) of all or any material portion of the business or assets of Cooltech and its subsidiaries, taken as a whole, or of InfoSonics and its subsidiaries, taken as a whole or (iii) seeking to compel InfoSonics or any of its subsidiaries or affiliates to dispose of or hold separate all or any material portion of the business or assets of Cooltech and its subsidiaries, taken as a whole, or of InfoSonics and its subsidiaries, taken as a whole;

• there shall not have occurred any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect with respect to Cooltech; and

• Cooltech’s acquisition of OneClick International, LLC and OneClick License, LLC and each company’s subsidiaries shall be complete and the acquisition agreement related thereto shall be in full force and effect.

Additionally, Cooltech is not obligated to effect the Merger unless the following conditions are satisfied or waived, at or prior to the effective time:

• each of InfoSonics and Merger Sub shall have performed in all material respects all of its obligations under the Merger Agreement required to be performed;

• the representations and warranties of InfoSonics and Merger Sub contained in the Merger Agreement or in any certificate or other writing delivered by InfoSonics or Merger Sub pursuant thereto (subject to materiality and material adverse effect qualifications with respect to InfoSonics contained therein) shall be true at the effective time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect with respect to InfoSonics;

• Cooltech shall have received a certificate signed by an executive officer of InfoSonics certifying as to the satisfaction of the requirements set forth in the preceding paragraph; and

• there shall not have occurred any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect with respect to InfoSonics.



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The Merger Agreement provides that the requisite InfoSonics stockholder approval of the Authorized Shares Increase Proposal is a condition to closing the transaction, as more fully described in “Proposal 1 –The Merger Proposal – Conditions to the Merger” beginning on page 81.

Neither InfoSonics nor Cooltech can give any assurance that all of the conditions of the Merger will be either satisfied or waived or that the Merger will occur.

Termination of the Merger Agreement (Page 83)

In general, the Merger Agreement may be terminated at any time prior to the effective time of the Merger, whether before or after the approval of Merger Proposal by InfoSonics stockholders, in the following ways:

• by mutual written consent of InfoSonics and Cooltech;

• by either InfoSonics or Cooltech if:

• the Merger has not been consummated on or before March 14, 2018; provided, that this right to terminate the Merger Agreement shall not be available to any party whose breach of any provision of the Merger Agreement results in the failure of the Merger to be consummated on or before March 14, 2018;

• there shall be any Applicable Law (as defined in the Merger Agreement) that (A) makes consummation of the Merger illegal or otherwise prohibited or (B) enjoins Cooltech or InfoSonics from consummating the Merger and such injunction shall have become final and nonappealable; or

• at the Special Meeting (including any adjournment or postponement thereof), the approval by the stockholders of InfoSonics shall not have been obtained.

• by Cooltech if:

• an Adverse Recommendation Change (as defined in the Merger Agreement) shall have occurred or the InfoSonics Special Committee shall have failed to reaffirm the Special Committee Recommendation (as defined in the Merger Agreement) as promptly as practicable (but in any event within five (5) business days) after receipt of any written request to do so from Cooltech; or

• a breach of any representation or warranty or failure to perform any covenant or agreement on the part of InfoSonics set forth in the Merger Agreement shall have occurred that would cause the condition set forth therein not to be satisfied, and such condition is incapable of being satisfied by March 14, 2018.

• by InfoSonics if:

• a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Cooltech set forth in the Merger Agreement shall have occurred that would cause the condition set forth in the Merger Agreement not to be satisfied, and such condition is incapable of being satisfied by March 14, 2018; or

• prior to the effective time, InfoSonics receives a Superior Acquisition Proposal (as defined in the Merger Agreement) provided that InfoSonics has complied with its obligations set forth in the Merger Agreement and the InfoSonics Special Committee has made an Adverse Recommendation Change (as defined in the Merger Agreement) with respect to such Superior Acquisition Proposal; or

• Cooltech has not complied with its obligations concerning the transactions contemplated by the Securities Purchase Agreements.



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The InfoSonics Special Meeting (Page 68)

Date, Time and Place . A Special Meeting of InfoSonics stockholders will be held on [●], 2018, at the offices of Perkins Coie LLP located at 11988 El Camino Real, Suite 350, San Diego, California 92130-2594, at [●], local time, for the following purposes:

1. to consider and vote upon a proposal to approve the issuance of InfoSonics Common Stock, par value $0.001 per share, and InfoSonics Series A Convertible Preferred Stock, par value $0.001 per share, in connection with the Merger contemplated by Merger Agreement among InfoSonics, Cooltech and Merger Sub, and the corresponding change of control of InfoSonics, which proposal we refer to as the “Merger Proposal”;

2. to consider and vote upon a proposal to approve the issuance of InfoSonics Common Stock and warrants to purchase shares of InfoSonics Common Stock in a non-public offering in accordance with NASDAQ Listing Rule 5635, which proposal we refer to as the “Non-Public Offering Proposal”;

3. a proposal to approve the issuance of InfoSonics Common Stock upon the conversion of three year 0% convertible notes and the exercise of warrants to purchase shares of InfoSonics Common Stock in a non-public offering in accordance with NASDAQ Listing Rule 5635, which proposal we refer to as the “Non-Public Convertible Note Offering Proposal”;

4. to consider and vote upon a proposal to approve the amendment of the Company’s Articles of Incorporation to effect an increase in the authorized amount of InfoSonics Common Stock, from 40,000,000 shares of InfoSonics Common Stock, to 150,000,000 shares of InfoSonics Common Stock, which proposal we refer to as the “Authorized Shares Increase Proposal”;

5. to consider and vote upon a proposal to approve an amendment to the Company’s Articles of Incorporation to effect a reverse stock split of InfoSonics Common Stock, to the extent required to qualify for the NASDAQ new listing requirements, by a ratio of not less than one-for-two and not more than one-for-twenty at any time prior to April 30, 2018, with the exact ratio to be set at a whole number within this range by the InfoSonics Board in its sole discretion to comply with the applicable NASDAQ listing requirements, which proposal we refer to as the “Reverse Split Proposal”;

6. a proposal to elect four directors nominated by the Board of Directors, each to serve until the next annual meeting of stockholders or until a successor is elected and qualified, which proposal we refer to as the “Director Election Proposal”;

7. to consider and vote upon a proposal to approve, on a non-binding advisory basis, the compensation to be paid to InfoSonics’ named executive officers that is based on or otherwise relates to the Merger, which proposal we refer to as the “Executive Compensation Proposal”;

8. to consider and vote upon a proposal to adjourn the Special Meeting to a later date, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal or any of the other proposals, which proposal we refer to as the “Adjournment Proposal”; and

9. to transact such other business as may properly come before the Special Meeting or any adjournment of the Special Meeting.

The Merger Agreement provides that the requisite InfoSonics stockholder approval of the Authorized Shares Increase Proposal is a condition to closing the transaction, as more fully described in “Proposal 1 –The Merger Proposal – Conditions to the Merger” beginning on page 81.

Record Date and Voting Power . You are entitled to vote at the Special Meeting if you held shares of InfoSonics Common Stock at the close of business on [●], 2018, the record date for the Special Meeting. You



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will have one vote at the Special Meeting for each share of InfoSonics Common Stock you owned at the close of business on the record date. A total of [●] shares of InfoSonics Common Stock are entitled to be voted at the Special Meeting.

Vote Required to Approve the Merger Proposal, the Authorized Shares Increase Proposal and the Reverse Split Proposal. The affirmative vote of the holders of a majority of InfoSonics Common Stock outstanding on the record date (assuming a quorum is present in person or by proxy) is required for approval of the Merger Proposal and each of the amendments to the Articles of Incorporation (i.e., both the Authorized Shares Increase Proposal and the Reverse Split Proposal). If you vote to abstain, or if you fail to vote or fail to instruct your bank, broker, custodian or other record holder how to vote, it will have the same effect as voting against these proposals.

Vote Required to Approve the Election of Directors Proposal . The minimum voting requirement to elect directors is a plurality of the votes cast at the Special Meeting (assuming quorum is preset in person or by proxy). Therefore, each of the four nominees receiving the most votes will be elected. Cumulative voting is not permitted in the election of directors. Brokers, banks or other agents do not have discretionary authority to vote on the election of directors, so if you do not instruct your broker, bank or agent to vote the shares, such shares will be treated as broker non-votes on this proposal and will not be counted as votes cast at the meeting.

Vote Required to Approve the Other Proposals . Approval of all other proposals to be voted on at the Special Meeting requires the affirmative vote of a majority of all votes cast (assuming a quorum is present in person or by proxy) on each proposal. If you vote to abstain, or if you fail to vote or fail to instruct your bank, broker, custodian or other record holder how to vote, it will have no effect on the voting outcome of these proposals.

Interests of the InfoSonics Directors and Executive Officers in the Merger (Page 63)

Voting Agreement . Concurrently with the execution of the Merger Agreement, Joseph Ram, Chief Executive Officer of InfoSonics and a beneficial holder of approximately 22.75% of the InfoSonics Common Stock as of December 31, 2017, has entered into a Voting Agreement, referred to as the “voting agreement,” pursuant to which Mr. Ram has, among other matters, agreed to support the Merger and the other transactions contemplated by the Merger.

Under the voting agreement, in addition to agreeing to vote in favor of approval of the Merger and the Merger Agreement and the transactions contemplated thereby, Mr. Ram has agreed to not transfer, sell, offer to sell, exchange, assign, pledge or otherwise dispose of or encumber any of the InfoSonics stock held by him prior to the Merger becoming effective, the termination of the Merger Agreement or the amendment of the voting agreement in a manner adverse to Mr. Ram, whichever occurs first.

One of InfoSonics’ directors has interests in the transactions contemplated by the Merger Agreement, including the Merger, that are different from, or in addition to, the interests of holders of InfoSonics shares generally. The InfoSonics Board and the InfoSonics Special Committee were aware of these interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement and in reaching the decision to approve the Merger Agreement and the transactions contemplated thereby, as more fully discussed herein. See “Interests of the InfoSonics Directors and Executive Officers in the Merger” on page 63.

Treatment of Cooltech Capital Stock in the Merger (Page 76)

Common Stock and Series A Preferred Stock. At the effective time of the Merger and giving effect to the reverse stock split effected by InfoSonics on October 10, 2017, all shares of Cooltech common stock and Series A Preferred Stock (collectively, “Cooltech Stock”) will be converted into the right to receive an aggregate of 9,375,000 shares of InfoSonics Common Stock (which may include, on an “as converted” basis, a certain number



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of shares of InfoSonics Series A Convertible Preferred Stock (convertible on a share for share basis into InfoSonics Common Stock), at the election of any Cooltech shareholder who would own in excess of 4.99% of InfoSonics Common Stock) (collectively, the “Merger Consideration”). The Merger Consideration will be allocated as follows: (i) holders of an aggregate of 2,275,222 shares of Cooltech Stock issued between April 2017 and June 2017 in connection with Cooltech’s private placement (the “Private Placement Holders”) are entitled to receive, on a pro rata basis, an aggregate of 2,437,738 shares of InfoSonics Common Stock (or the equivalent, on an “as converted” basis, of InfoSonics Series A Convertible Preferred Stock) and (ii) holders of shares of Cooltech Stock, including shares of Cooltech’s outstanding shares of Series A Convertible Preferred Stock (calculated on an “as converted basis) that are not shares described in (i) above (the “Non-Private Placement Holders”), will be entitled to receive, on a pro rata basis, an aggregate of 6,937,262 shares of InfoSonics Common Stock (or the equivalent, on an “as converted” basis, of InfoSonics Series A Convertible Preferred Stock). The bifurcated allocation of the Merger Consideration is based on the total value of Cooltech Stock issued to each of the Private Placement Holders and Non-Private Placement Holders, respectively. In negotiating this structure, Cooltech considered both the current value of Cooltech Stock and the original investment amounts of the Private Placement Holders and the Non-Private Placement Holders. Cooltech ultimately decided upon this allocation structure in an effort to compensate the Private Placement Holders for the reduction in the value of their original investment amounts while leaving the overall Merger Consideration unchanged. All such shares of Cooltech Stock will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and will thereafter represent only the right to receive the consideration addressed above and the right to receive any dividends or distributions (as set forth in the Merger Agreement). These newly issued shares would represent approximately 78.9% of the shares of InfoSonics Common Stock after the effective time of the Merger and assuming that Cooltech stockholders purchased all shares and warrants issued by InfoSonics in the Public Offering and will purchase all shares and warrants issued in the Private Placement, as defined and discussed herein.

No Appraisal Rights

No action proposed in the proposals described in this proxy statement/prospectus will provide a right of a stockholder to dissent and obtain appraisal of or payment for such stockholder’s shares under Maryland law.

Market Price and Dividend Data (Page 36)

InfoSonics Common Stock is quoted on the NASDAQ Capital Market under the symbol “IFON”. On July 25, 2017, the last full trading day before the public announcement of the Merger Agreement, the closing price for InfoSonics Common Stock was $2.45 per share (adjusted for the reverse stock split on October 10, 2017) and on [●], 2018, the latest practicable trading day before the printing of this proxy statement/prospectus, the closing price for InfoSonics Common Stock was $[●] per share.

Anticipated Accounting Treatment (Page 61)

Due to the fact that Cooltech will acquire control of InfoSonics as a result of the Merger, the Merger will be accounted for as a “reverse acquisition” pursuant to which Cooltech will be considered the acquiring entity for accounting purposes in accordance with generally accepted accounting principles in the United States of America, referred to as “U.S. GAAP,” and will allocate the total purchase consideration to InfoSonics’ assets. Cooltech’s historical results of operations will replace InfoSonics’ historical results of operations for all periods prior to the Merger. See “The Merger – Anticipated Accounting Treatment” on page 61.

Material U.S. Federal Income Tax Consequences of the Merger (Page 61)

For U.S. federal income tax purposes, the Merger will not be a taxable event for holders of InfoSonics Common Stock. Consequently, holders of InfoSonics Common Stock will not realize any taxable gain or loss as



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a result of the Merger, and will continue to possess the same holding period and tax basis in their InfoSonics Common Stock following the Merger as immediately before the Merger.

Material U.S. Federal Income Tax Consequences of the Reverse Split (Page 19)

In general, no gain or loss should be recognized by a U.S. holder (as defined under “Proposal 5 – Reverse Split Proposal – Material Federal U.S. Income Tax Consequences of the Reverse Stock Split”) of InfoSonics Common Stock upon such holder’s exchange of pre-split shares for post-split shares, except for those associated with any additional shares the holder receives as a result of rounding up any post-split fractional shares. The aggregate tax basis of the post-split shares received in the reverse split should be the same as the holder’s aggregate tax basis in the pre-split shares. Special tax basis and holding period rules may apply to U.S. holders that acquired different blocks of shares at different prices or at different times. The holder’s holding period for the post-split shares should include the period during which the holder held the pre-split shares surrendered in the reverse split.

As discussed below in “Proposal 5 – Reverse Split Proposal – Treatment of Fractional Shares,” no fractional shares of InfoSonics Common Stock will be issued as a result of the reverse split. Instead, if the reverse split leaves a holder with fractional shares, the number of shares due to the holder will be rounded up. The U.S. federal income tax consequences of the receipt of such additional fraction of a share of InfoSonics Common Stock are not clear. A holder who receives one whole share of InfoSonics Common Stock in lieu of a fractional share may recognize income or gain in an amount not to exceed the excess of the fair market value of such share over the fair market value of the fractional share to which the holder was otherwise entitled. InfoSonics is not making any representation as to whether the receipt of one whole share in lieu of a fractional share will result in income or gain to a holder, and each holder is urged to consult with his or her own tax adviser as to the possible tax consequences of receiving a whole share in exchange for a fractional share in the reverse stock split.

This proxy statement/prospectus or the documents incorporated by reference into this proxy statement/prospectus or may include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference in this proxy statement/prospectus or the documents incorporated by reference into this proxy statement/prospectus are the property of their respective owners. Solely for convenience, copyrights, trademarks, service marks and trade names referred to in this prospectus supplement may appear without the © , ® , TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable owners to these copyrights, trademarks, service marks and trade names.

Recent Developments:

Note Private Placement by InfosSonics

Pursuant to a Securities Purchase Agreement to be dated on or before January 19, 2018, in exchange for $1 million in consideration InfoSonics intends to issue to certain investors affiliated with Cooltech three year 0% convertible notes and warrants to purchase shares of InfoSonics Common Stock (the “Note Private Placement”). The notes and warrants will be issued pursuant to a private placement exempt from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder. We are seeking stockholder approval for the issuance of shares of InfoSonics Common Stock underlying the notes and warrants to be issued in the Note Private Placement. The notes and warrants contain a provision that prevents their convertibility or exercise if such conversion or exercise would result in the issuance by InfoSonics of over 19.9% of its Common Stock when aggregated with the Common Stock issued in the Public Offering. The conversion or exercise of the notes and warrants in excess of 19.9% of outstanding InfoSonics Common Stock will be subject to approval by our stockholders in accordance with Rule 5635(d) of the NASDAQ Listing Rules (as further discussed in Proposal 3 below).



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Settlement of Unitron Assets by Cooltech

On April 30, 2017, OneClick, pursuant to the terms of an Asset Purchase Agreement (the “APA”), acquired certain assets and assumed certain liabilities (the “Unitron Assets”) from a third party (the “Seller”) for an aggregate purchase price of $4,568,000 (the “Purchase Price”).

On October 1, 2017, Cooltech acquired all of the outstanding membership interests of OneClick, resulting in OneClick becoming Cooltech’s wholly-owned subsidiary. Subsequently and during the course of Cooltech’s audit of its consolidated financial statements, Cooltech determined that the records and bookkeeping related to the Unitron Assets prior to OneClick’s acquisition thereof was inadequate and such records were unable to be audited by Cooltech’s independent registered public accounting firm. Cooltech and OneClick concluded that had OneClick known that the records and financial information related to the Unitron Assets would not able to be audited in accordance with U.S. generally accepted accounting principles, they would not have proceeded with the purchase of the Unitron Assets until such deficiencies were remedied. Cooltech and OneClick notified the Seller of its findings, and it was agreed that all matters contained in the APA be resolved in a settlement agreement such that each party would be in the same or similar position it was on as of April 30, 2017 had the transaction not occurred.

On January 5, 2018, Cooltech, OneClick and the Seller entered into a settlement agreement (the “Unitron Agreement”), pursuant to which (i) Cooltech and OneClick agreed to return to the Seller the Unitron Assets on an as-is where-is basis, and (ii) Seller agreed to return the Purchase Price to Cooltech and OneClick. Effective January 5, 2018, Cooltech and OneClick unwound the purchase of the Unitron Assets.

Also on January 5, 2018, (the “Grant Date”) OneClick and the Seller entered into an option agreement (the “Option Agreement”), whereby the Seller granted to OneClick the sole, exclusive and irrevocable right and option to acquire the Unitron Assets (the “Option”), subject to certain conditions precedent set forth in the Option. Pursuant to the terms of the Option Agreement, the Option is exercisable during the period of time beginning at the effective time of the Merger and ending on the twelve (12) month anniversary of the Grant Date (the “Expiration Date”, and such period of time between the Grant Date and the Expiration Date, the “Option Period”), unless sooner terminated in accordance with the terms therein. The Expiration Date may be extended for an additional period of up to twelve (12) months with the written consent of OneClick and the Seller. Upon exercise of the Option during the Option Period, OneClick shall pay the Seller, in consideration for the transfer of the Unitron Assets to OneClick, an aggregate sum of $4,568,000, subject to adjustment as set forth in the Option Agreement. Also upon exercise of the Option and as set forth in the Merger Agreement, Cooltech’s shareholders shall receive an aggregate of 3,125,000 shares of InfoSonic Common Stock (including the securities convertible into common stock), provided all necessary approvals as set forth in the Merger Agreement have been obtained. Exercise of the Option is expressly conditioned upon OneClick first obtaining InfoSonics’ post-Merger Board of Directors (in addition to any post-Merger Special Committee of the InfoSonics’ Board) approval of the transactions contemplated in the Option, a fairness opinion regarding the Option consideration if required or reasonably necessary, and all regulatory and national securities exchange approvals/consents for the transactions contemplated in the Option, including the 3,125,000 share issuance.

InfoSonics Common Stock Outstanding

The number of shares of InfoSonics Common Stock to be outstanding after the Merger is 13,628,280 based on 3,378,280 shares of common stock outstanding as of December 31, 2017 and:

• excludes any shares of InfoSonics Common Stock reserved for issuance or issuable upon the conversion of convertible notes or exercise of stock options or warrants outstanding as of the time of the Merger;



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• includes 9,375,000 shares of InfoSonics Common Stock issuable to Cooltech shareholders in connection with the Merger; and

• includes 875,000 shares to be issued in connection with the Private Placement.

The number of shares of InfoSonics Common Stock held by InfoSonics or Cooltech stockholders, respectively, following the Merger assumes that Cooltech stockholders purchased and continue to hold at the time of the Merger all of the shares issued by InfoSonics in the Public Offering and will purchase all of the shares to be issued in the Private Placement.



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RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in this proxy statement/prospectus and the risk factors listed in Item 1A “Risk Factors” of our Form 10-K for the year ended December 31, 2017 filed on March 10, 2017, and our Form 10-Q for the nine months ended September 30, 2017 filed on November 13, 2017 before making a decision on the Merger or the other proposals presented. The value of your investment may increase or may decline and could result in a loss. You should carefully consider the following factors as well as the other information contained in this proxy statement/prospectus.

RISK FACTORS RELATED TO THE MERGER

Although InfoSonics and Cooltech expect that the Merger will result in benefits to the combined company, the combined company may not realize those benefits because of various challenges.

InfoSonics and Cooltech believe that the Merger will result in greater returns for the InfoSonics stockholders than if InfoSonics remained as a standalone entity. However, the integration of a new company is a complex, costly and time-consuming process. This process may disrupt the business of either or both of the companies, and may not result in the full benefits expected by InfoSonics and Cooltech. There can be no assurance that the combination of InfoSonics and Cooltech will result in the realization of the anticipated benefits from the Merger.

The pendency of the Merger could have an adverse effect on our stock price and/or our business, financial condition, results of operations or business prospects.

The pendency of the Merger could have an adverse effect on our stock price and increase the price volatility and risk of trading in our stock. Our business, financial condition, results of operations or business prospects could also be adversely affected. In addition, the attention of our management may be directed toward the completion of the Merger and related matters and may be diverted from the day-to-day business operations, including from other opportunities that otherwise might be beneficial to us.

Failure to complete the Merger could impact negatively our business, financial condition or results of operations or our stock price.

The completion of the Merger is subject to a number of conditions and there can be no assurance that the conditions to the completion of the Merger will be satisfied. If the Merger is not completed, InfoSonics will be subject to several risks, including:

• the current trading price of InfoSonics Common Stock may reflect a market assumption that the Merger will occur, meaning that a failure to complete the Merger could result in a decline in the price of InfoSonics Common Stock;

• certain of our executive officers and/or directors may seek other employment opportunities, and the departure of any of our executive officers and the possibility that InfoSonics would be unable to recruit and hire a replacement executive could impact negatively our business and operating results;

• the InfoSonics Board would need to reevaluate our strategic alternatives, which alternatives may include a sale of the Company, liquidation of the Company, a return to pre-Merger strategies of growing commercial sales, or other strategic transactions;

• we have incurred and will continue to incur substantial transaction costs in connection with the Merger whether or not the Merger is completed;

• we would not realize any of the anticipated benefits of having completed the Merger; and

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• under the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to the completion of the Merger, which restrictions could adversely affect our ability to realize our business strategies or take advantage of certain business opportunities in the event the Merger is not completed.

If the Merger is not completed, these risks may materialize and materially and adversely affect our business, financial condition, results of operations or stock price.

The issuance of shares of InfoSonics Common Stock to Cooltech stockholders in connection with the Merger will dilute substantially the voting power of our current stockholders.

Pursuant to the Merger Agreement and assuming that Cooltech stockholders purchased all shares and warrants issued by InfoSonics in the Public Offering and will purchase all shares and warrants issued in the Private Placement, as defined and discussed herein, at the effective time of the Merger, InfoSonics will issue shares of InfoSonics Common Stock to the former Cooltech stockholders which, together with the InfoSonics Common Stock, will represent approximately 78.9% of the shares of InfoSonics Common Stock after the Merger, subject to adjustment pursuant to the Merger Agreement. Further, on a fully diluted basis, assuming the former Cooltech stockholders also purchase all notes and warrants issued in the Note Private Placement, the former Cooltech stockholders would hold approximately 82.2% of the shares of InfoSonics Common Stock after the Merger on a fully diluted basis. Accordingly, the issuance of shares of InfoSonics Common Stock to Cooltech stockholders in connection with the Merger will reduce significantly the relative voting power of each share of InfoSonics Common Stock held by our current stockholders. Consequently, our stockholders as a group will have significantly less influence over the management and policies of the combined company after the Merger than prior to the Merger.

If the Option to purchase certain assets is approved and exercised after consummation of the Merger, a substantial number of shares of InfoSonics Common Stock will be issued to Cooltech stockholders in connection thereof and will dilute substantially the voting power of our current stockholders.

Pursuant to the terms of the Option Agreement, Cooltech, through OneClick, , was granted the option to purchase certain assets used in retail operations in the Dominican Republic (the “Unitron Assets”) from the current owners (the “Option”). The Option is exercisable from the period beginning at the effective time of the Merger and ending on the twelve (12) month anniversary of grant date (the “Option Period “), unless further extended in accordance with the terms of the Option Agreement. Upon exercise of the Option, the Unitron Assets would be transferred to OneClick in exchange for $4,568,000.

Upon exercise of the Option during the Option Period, InfoSonics will issue a total of 3,125,000 shares of InfoSonics Common Stock (including the securities convertible into common stock) to former Cooltech stockholders, provided all necessary approvals as set forth in the Merger Agreement have been obtained. Former Cooltech stockholders who are entitled to Merger Consideration will be entitled to receive their pro rata portion of the 3,125,000 shares of InfoSonics Common Stock if the Option is exercised. Accordingly as a result of the Option exercise, former Cooltech stockholders may receive an additional 3,125,000 shares of InfoSonics Common Stock, which represents approximately 18.7% of the shares of InfoSonics Common Stock outstanding after the Merger, and which, together with the Merger Consideration issuance at the effective time of the Merger completion of the Public Offering and the Private Placement, will represent approximately 83% of the shares of InfoSonics Common Stock held by former Cooltech stockholders after the effective time of the Merger and upon exercise of the Option.

Accordingly, the issuance of shares of InfoSonics Common Stock to Cooltech stockholders in connection with the Option will further reduce significantly the relative voting power of each share of InfoSonics Common Stock held by our current stockholders and result in substantial dilution. Consequently, our stockholders as a group will have significantly less influence over the management and policies of the combined company after exercise of this Option than prior to exercise of this Option. However there is no assurance that the Option will

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be exercised during the Option Period. Our stockholders, prior to voting for approval of the Merger, should consider carefully the full potential dilution that may be experienced as a result of the Merger, including the issuance upon exercise of the Option.

Exercise of the Option is expressly conditioned upon OneClick first obtaining InfoSonics’ post-Merger Board of Directors (in addition to any post-Merger Special Committee of the InfoSonics’ Board) approval of the transactions contemplated in the Option, a fairness opinion regarding the Option consideration if required or reasonably necessary, and all regulatory and national securities exchange approvals/consents for the transactions contemplated in the Option, including the 3,125,000 share issuance.

Because the lack of a public market for Cooltech’s outstanding shares makes it more difficult to evaluate the value of such shares, Cooltech stockholders may receive consideration in the Merger that is greater than the fair market value of the Cooltech shares.

Cooltech is privately held and its outstanding capital stock is not traded in any public market. The lack of a public market makes it difficult to determine the fair market value of Cooltech or its shares of capital stock. Since the percentage of our equity to be issued to the Cooltech stockholders was determined based on negotiations between the parties, it is possible that the value of the InfoSonics Common Stock to be issued in connection with the Merger will be greater than the fair market value of Cooltech.

The Merger will result in changes to the InfoSonics Board and InfoSonics will pursue different strategies after the Merger than we have pursued independently.

If the Merger is completed, the composition of the InfoSonics Board will change in accordance with the Merger Agreement. Following completion of the Merger, the InfoSonics Board is expected to consist of five members. Initially, the InfoSonics Board is expected to be comprised of Robert Picow and four directors appointed by former Cooltech stockholders. Because a majority of the InfoSonics Board after the Merger will initially be comprised of directors selected by Cooltech, following the Merger we will pursue certain business strategies that we would not have pursued had the Merger not taken place.

We cannot predict when or if the Merger will close.

The Merger is contingent upon a number of conditions beyond our control, including approval by our stockholders. We are, therefore, unable to accurately predict when or if the Merger will close. If we are unable to close the Merger for any reason, we will not realize the potential benefits of the Merger and may face significant liquidity risks, which may have a material adverse effect on our business prospects and the value of our common stock.

The potential Merger will subject us to significant additional liabilities and other risks and will cause us to incur significant expenses.

Following the Merger, we will be subject to substantially all the liabilities of Cooltech. The Merger and subsequent integration process may be complex, costly, time-consuming and divert management’s time and attention, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. We expect to incur a significant amount of expenses in connection with the Merger, including legal, accounting, financial advisory and other expenses. Many of these expenses are payable by us whether or not the Merger is completed.

If we are unable to consummate the Merger, our stock price may be adversely affected and our financial condition and liquidity position may materially suffer.

If the Merger is not completed for any reason, the trading price of our common stock may decline to the extent that the market price of our common stock reflects positive market assumptions that the Merger will be

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completed and the related benefits will be realized. In addition, if the Merger is not completed our financial condition could materially suffer, including with respect to our liquidity position, which may be substantially negatively impacted due to expenses related to the Merger.

The fairness opinion obtained by the InfoSonics Special Committee will not be updated before the closing of the Merger.

The fairness opinion obtained from Stout Risius Ross, LLC (“Stout”) by the InfoSonics Special Committee is dated July 25, 2017 as updated and of January 15, 2018. Stout’s opinion is necessarily based on business, economic, market, and other conditions as they existed and could be evaluated by Stout on the date of the opinion. Subsequent developments may affect this opinion before the closing of any transactions contemplated by the opinion, including, but not limited to, developments with respect to the assets, liabilities, prospects, revenue, indebtedness, or business of InfoSonics and/or Cooltech. Notwithstanding the foregoing, Stout does not have any obligation to update, revise, or reaffirm its opinion and its opinion speaks only as of the date thereof. Without limiting the generality of the foregoing, in rendering its opinion, Stout has assumed that the assets, liabilities, financial condition and prospects of InfoSonics as of the date of its opinion had not changed materially since November 30, 2017, the date of the most recent InfoSonics financial statements made available to Stout. Stout also assumed that the assets, liabilities, financial condition and prospects of Cooltech as of the date of its opinion had not changed materially since October 1, 2017, the date of the most recent Cooltech financial statements made available to Stout. Stout understands that Cooltech is required to deliver $2.5 million in Net Cash at the time of the closing of the Transaction, and Stout assumes in its analysis that this amount will be delivered at closing. Please refer to the section entitled “The Merger – Opinion of Stout Risius Ross, LLC” on page 55 for more information. The fairness opinion is included as Annex D to this proxy statement/prospectus.

The Merger will result in a change of control of InfoSonics, and Cooltech will be required to submit a new application under NASDAQ’s original listing standards. If such application is not approved by NASDAQ, our common stock may be delisted from the NASDAQ Stock Market.

In connection with the Merger, we will issue 9,375,000 shares of common as consideration to Cooltech stockholders under the Merger Agreement. We believe that this issuance will result in a change of control of the Company. NASDAQ Listing Rule 5110(a) provides that a company must apply for initial listing in connection with a transaction whereby a company combines with a non-NASDAQ entity, resulting in a change of control of such company and potentially allowing the non-NASDAQ entity to effectively obtain NASDAQ listing. In determining whether a change of control has occurred, NASDAQ considers all relevant factors including, changes in management, board of directors, voting power, ownership and financial structure of the Company. If our initial listing application is not approved by NASDAQ pursuant to Rule 5110(a), our common stock may be delisted from the NASDAQ Stock Market.

RISK FACTORS RELATED TO INFOSONICS

Our stock price may be volatile, and your investment in our securities could suffer a decline in value.

We cannot predict whether the price of our common stock will rise or fall. A variety of factors may have a significant effect on our stock price, including:

• our liquidity situation;

• our ability to consummate the Merger;

• the addition or loss of customer or supplier relationships;

• product availability and cost;

• market competition and selling prices;

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• the cost of promotions, price protection and subsidies;

• U.S. and foreign government policies and stability;

• the timing of introduction of new products by our suppliers and competitors;

• purchasing patterns of customers in different markets; and

• general economic conditions.

Our operating performance may cause our stock price to fluctuate. Between January 1, 2016 and December 31, 2017, our stock price has fluctuated between $1.32 and $10.00 per share (as adjusted for the reverse stock split effected on October 10, 2017) and we anticipate that significant volatility in our stock price will continue for the foreseeable future.

Furthermore, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market price of shares of our common stock, regardless of our operating performance, and cause the value of your investment to decline.

Additionally, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation or other derivative stockholder lawsuits. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business regardless of the outcome.

Sales of a substantial number of shares of our common stock or securities linked to our common stock in the public market are expected to be made concurrently with the Merger and future sales could occur at any time. These sales, or the perception in the market that such sales may occur, could reduce the market price of our common stock.

Concurrently with the Merger, we are offering our common stock and issuing an equal amount of warrants to purchase our common stock pursuant to the Securities Purchase Agreements under which we have issued 500,000 and intend to issue an additional 875,000 shares of our common stock and an equal number of warrants to purchase shares of our common stock (amounts adjusted for the reverse stock split effect on October 10, 2017). We also intend to issue three year 0% convertible notes and warrants to purchase shares of our common stock. We also will issue an additional 9,375,000 shares of our common stock as consideration to Cooltech stockholders under the Merger Agreement. Such issuances may materially and adversely reduce the price of our common stock and cause dilution to our existing stockholders.

We may obtain additional funds through public or private debt or equity financings in the near future. If we issue additional shares of common stock or instruments convertible into common stock, it may materially and adversely affect the price of our common stock. In addition, the future exercise of some or all of our warrants may dilute the ownership interests of our stockholders, and any sales in the public market of any of our common stock issuable upon exercise could adversely affect prevailing market prices of our common stock.

We may be delisted from the NASDAQ Stock Market if we do not satisfy continued listing requirements.

At various times over the last several years we faced potential delisting from the NASDAQ Stock Market for failure to maintain the minimum $1.00 bid price per share requirement for continued listing. On May 3,

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2016, we received a NASDAQ staff deficiency letter indicating that, for the prior thirty consecutive business days, the bid price for our common stock had closed below the minimum $1.00 per share requirement for continued listing on the NASDAQ Capital Market under NASDAQ Listing Rule 5550(a)(2). In accordance with NASDAQ Listing Rule 5810(c)(3)(A), we were provided an initial period of 180 calendar days, or until October 31, 2016, to regain compliance. The letter stated that the NASDAQ staff would provide written notification that we had achieved compliance with Rule 5550(a)(2) if at any time before October 31, 2016, the bid price of our common stock closed at $1.00 per share or more for a minimum of ten consecutive business days.

Although the bid price of our common stock did not rise to the $1.00 per share level for the specified number of days by October 31, 2016, we maintained our compliance with other appropriate listing requirements of the NASDAQ Capital Market, with the exception of the bid price requirement. Accordingly, on November 1, 2016, we received notification from the NASDAQ Stock Market that we were granted an additional 180 calendar day period, or until May 1, 2017, to regain compliance.

As of May 1, 2017, we had not regained compliance with the bid price requirement and on May 2, 2017 we received notification from NASDAQ that on May 11, 2017 our common stock would be delisted and trading suspended unless we requested an appeal. On May 4, 2017, we requested an oral hearing before the NASDAQ Hearings Panel (the “Panel”) to appeal the NASDAQ staff’s delisting determination, which hearing was held on June 1, 2017. We presented a plan to the Panel to regain compliance with the minimum bid price requirement which included the Merger and a reverse stock split, and requested a further extension of time to execute the plan. On June 6, 2017, we received a letter from the NASDAQ Office of General Counsel advising us of the decision of the Panel to grant the Company an extension of time until October 30, 2017.

On October 10, 2017, we effected a one-for-five reverse stock split of our common stock in order to maintain our NASDAQ listing prior to completion of the Merger and we intend to continue to closely monitor the bid price of our stock in light of the Merger. NASDAQ Listing Rule 5110(a) requires that because the Merger with Cooltech (a non-NASDAQ entity) will result in a change of control, we must submit an initial listing application for the post-Merger entity, which would require us to comply with a higher minimum bid price requirement of $4.00 per share and may necessitate an additional reverse stock split. If our common stock were to be delisted from the NASDAQ Capital Market, trading of our common stock most likely would be conducted in the over-the-counter market on an electronic bulletin board established for unlisted securities such as OTC Pink, OTCQX, OTCQB or the OTC Bulletin Board. Such trading would reduce the market liquidity of our common stock. As a result, an investor would find it more difficult to dispose of, or obtain accurate quotations for the price of, our common stock, thereby negatively impacting the share price of our common stock.

In addition, on January 2, 2018, we received a notification from NASDAQ indicating that we were not in compliance with NASDAQ Listing Rule 5620(a) due to our failure to hold an annual meeting of shareholders within twelve months of the end of our fiscal year ended December 31, 2016. Under NASDAQ Listing Rules, we have until February 16, 2018 to submit a plan to regain compliance. We submitted a plan of compliance to NASDAQ on January 4, 2018, which provided our intent to satisfy the annual meeting requirements in connection with the Special Meeting. If our plan is accepted, NASDAQ can grant an extension of up to 180 calendar days from December 31, 2017, or June 29, 2018, to regain compliance.

RISKS FACTORS RELATED TO COOLTECH

Cooltech is a new company with a short operating history and a history of losses.

Cooltech was formed on October 3, 2016, and, prior to its acquisition of Icon Networks, LLC (“Icon”), its operating history consisted of preliminary activities in preparation for the acquisition of Icon, appointment of officers and directors and engaging professionals. Prior to Cooltech’s acquisition of Icon, it had no operating history, no experience, no income-producing activities and had not generated any revenue. Cooltech has incurred

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a net loss of approximately $2,253,841 during the nine months ended September 30, 2017 as compared to net income of approximately $122,290 during the nine months ended September 30, 2016. Cooltech’s operating expenses and its net losses have increased dramatically since the acquisition of Icon, as the wholesale distribution of electronics and related business is an inherently speculative activity.

Since Cooltech has a limited operating history, it is difficult for potential investors to evaluate Cooltech’s business.

Cooltech’s limited operating history makes it difficult for potential investors to evaluate its business or prospective operations. Although Cooltech’s wholly-owned operating subsidiary, Icon, has generated revenues, since formation, Cooltech has not generated any revenues. As an early stage company, Cooltech is subject to all the risks inherent in the initial organization, financing, expenditures, complications and delays inherent in a new business. Investors should evaluate an investment in Cooltech in light of the uncertainties encountered by developing companies in a competitive environment. Cooltech’s business is dependent upon the implementation of its business plan. There can be no assurance that Cooltech’s efforts will be successful or that it will ultimately be able to attain profitability.

Cooltech will need to obtain additional financing to fund its growth plans.

Cooltech does not have sufficient capital to fund its operations. If Cooltech fails to raise such additional funds, it will need to scale back its growth plans. The specific funding required, however, will depend on the results of its initial activities and the recommendations of its managers and other advisors. Cooltech does not have any sources of funding for the expected expenditures. Cooltech may be unable to secure additional financing on acceptable terms, or at all. Cooltech’s inability to raise additional funds on a timely basis could prevent it from achieving its business objectives and could have a negative impact on its business, financial condition, results of operations and the value of its securities. If Cooltech raises additional funds by issuing additional equity or convertible debt securities, the ownership of existing stockholders may be diluted and the securities that it may issue in the future may have rights, preferences or privileges senior to those of the current holders of its common stock or preferred stock. Such securities may also be issued at a discount to the market price of its common stock, resulting in possible further dilution to the book value per share of common stock. If Cooltech raises additional funds by issuing debt, it could be subject to debt covenants that could place limitations on its operations and financial flexibility.

Competition within the consumer electronics wholesale distribution industry may have an adverse effect on Cooltech’s business.

The consumer electronics wholesale distribution industry is highly competitive. There are many consumer electronics distribution companies that operate in the same geographic region and operate in the same business sector as Cooltech and distribute and market mobility, computing, audio/video and other products made by manufacturers including, but not limited to, Apple, Boss, Samsung and Nike. Cooltech’s principal competitors are large consumer electronic wholesalers located in the United States and Latin America including Tech Data, Ingram Micro, Brightstar Corp, Viastara and Intcomex. Some of these competitors offer a wide range of products at prices comparable to those offered by Cooltech and/or have substantial financial resources and long-standing customer relationships. This competition may reduce Cooltech’s margins and/or cause a loss in market share, adversely impacting its operations, cash flow and financial condition.

Adverse economic conditions could affect Cooltech’s wholesale business.

An economic downturn would reduce the availability of credit for businesses. Some of Cooltech’s retail customers could experience a decline in financial performance. These conditions, as well as adverse fluctuations in foreign exchange rates affect their ability to pay amounts owed to Cooltech on a timely basis or at all. There can be no assurance that government response to economic disruptions would increase liquidity and the

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availability of credit, and as a result, Cooltech’s retail customers may be unable to borrow funds on acceptable terms. Financial difficulties experienced by its retail customers could cause Cooltech to curtail or eliminate business with that customer. Any economic decline affecting Cooltech’s retail customers would adversely affect its business and results of operations.

Cooltech may not be able to successfully expand its partnership base with new retailers or grow its presence with existing retailers.

As part of its growth strategy, Cooltech intends to increase the penetration with existing retailers and form relations with new retailers ; provided, however , there can be no assurance that Cooltech will be able to retain or grow its presence with existing retailers or develop partnerships with new retailers. If Cooltech is unable to engage new retailers or retain the retailers Cooltech currently sells its products to, Cooltech’s business and results of operations may be adversely affected.

Changes in the market and/or demand for consumer electronics, including, but not limited to, laptops, tablets, cell phones, gaming consoles and audio devices could adversely affect Cooltech’s business.

Demand for Cooltech’s products will depend in part on the changes in demand for various consumer products, including, computers, speakers, cell phones, gaming consoles or other devices. To the extent that Cooltech cannot offset periods of reduced demand that may occur in these markets, its sales and gross profit may decline, which would negatively impact Cooltech’s business, financial condition and results of operations. In addition, reductions in unit volumes of sales for such products or prices of equipment could adversely affect demand for Cooltech’s products and could adversely affect its business.

Integration of acquired companies, including Icon and OneClick International, LLC and OneClick License, LLC (together, “OneClick”), may require significant resources and/or result in significant unanticipated losses, costs or liabilities, and Cooltech may not realize all of the anticipated operating synergies from acquisitions.

Cooltech has grown its business and operations through the acquisitions of Icon and OneClick, the OneClick acquisition was a condition to the closing of the Merger. There can be no assurance that Cooltech’s acquisitions will perform as expected in the future. Cooltech may be unable to successfully integrate the operations of and/or the acquired assets of the businesses it acquires into its operations and Cooltech may not realize the anticipated efficiencies and synergies of such acquisitions. In addition, acquisitions require significant managerial attention, which may be diverted from Cooltech’s other operations. Furthermore, acquisitions of businesses entail a number of additional risks, including, but not limited to:

• problems with effective integration of operations;

• the inability to maintain key pre-acquisition customer, supplier and employee relationships;

• increased operating costs;

• assumption of existing obligations and liabilities; and

• exposure to unanticipated liabilities.

If the businesses that Cooltech acquires do not achieve their intended results, its business, financial condition, and results of operations could be materially and adversely affected.

All of OneClick’s assets are pledged as collateral to secure its debt obligations.

OneClick’s debt obligations to certain holders of its notes are secured by a first priority security interest over all of OneClick’s assets. If OneClick were to default on its obligations to such holders, the holders may foreclose on OneClick’s assets. Any such action could ultimately require Cooltech to curtail or cease its operations of OneClick.

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Cooltech carries limited insurance.

Cooltech’s business is subject to a number of risks and hazards generally incident to sales and marketing of electronics and software. Such occurrences could result in damage to its properties, equipment, infrastructure, personal injury or death, environmental damage, delays, monetary losses and possible legal liability. Cooltech only carries third party logistics property coverage. Cooltech does not carry any insurance for its own office space at this time. Even if Cooltech does obtain insurance, it may not cover all of the risks associated with its operations. Insurance against risks such as environmental pollution or other hazards as a result of operations are often not available to companies like Cooltech or on acceptable terms. Should any events against which it is not insured actually occur, Cooltech may become subject to substantial losses, costs and liabilities which will adversely affect its financial condition.

Although Cooltech is not directly subject to breaches in security of information technology systems with respect to its customers’ data, because Cooltech uses a third-party payment processor to manage its sales, any significant disruptions or breaches in security to their website and/or information technology systems could adversely affect Cooltech’s business.

Cooltech uses a third-party payment processor to manage its sales, and such processor has access to sensitive information about Cooltech’s clients including, but not limited to, credit card information. No assurance can be given that its processor deploys network security, data encryption, training and other measures to protect against unauthorized access or misuse.

Breaches or disruptions of the processor’s information technology systems, breaches of confidential information, data corruption or other data security issues could adversely affect the processor which in turn would adversely affect the timeliness and management of Cooltech’s sales which could adversely affect it financial condition.

Cooltech is dependent upon key personnel.

Cooltech’s success is heavily dependent on the continued employment and active participation of key personnel, including its President and Chief Executive Officer, Mauricio Diaz; its Executive Vice President of Sales and Marketing, Felipe Rezk; its Chief Financial Officer, Alfredo Carrasco; and its Chief Operating Officer, Reinier Voigt. Loss of the services of Mr. Diaz, Mr. Rezk, Mr. Carrasco or Mr. Voigt could have a material adverse effect upon Cooltech’s business, financial condition or results of operations. Further, Cooltech’s success and achievement of its growth plans depend on its ability to recruit, hire, train and retain other highly qualified scientific and managerial personnel. Cooltech’s inability to attract and retain the necessary personnel and consultants and advisors could have a material adverse effect on its business, financial condition or results of operations.

Economic, political, social or legal developments in Latin America could adversely impact Cooltech’s results of operations and financial condition.

Through its Icon and OneClick subsidiaries, Cooltech’s international operations are conducted in Latin America. Thus, Cooltech’s financial results are particularly sensitive to the performance of the economies of countries in Latin America. Local, regional or worldwide developments may result in adverse economic, political, social or legal developments and adversely affect the economies of any of the countries in which Cooltech conducts its business, which could have a material and adverse effect on its results of operations and financial condition. Cooltech’s results are also impacted by political and social developments in the countries in which it conducts business and changes in the laws and regulations affecting its business in those countries. Changes in local laws and regulations could, among other things, make it more difficult for Cooltech to sell its products in the affected countries, restrict or prevent its receipt of cash from its customers, result in longer payment cycles, and impair its collection of accounts receivable.

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In order to compete and succeed, Cooltech needs to identify, introduce, and continue to provide, products that provide value for its customers.

Cooltech’s future success is dependent on the development of new markets, new applications and new products which customers believe will add value, as well as the continued demand for Cooltech’s products among its existing customers. Cooltech’s ability to identify, qualify and distribute new products and related technologies to meet evolving industry requirements, at prices acceptable to its customers and on a timely basis are significant factors in determining its competitiveness in its target markets. There can be no assurance that Cooltech will be able to exploit new markets or continue to identify products that achieve wide customer acceptance in the marketplace, or that demand for existing products will continue.

Cooltech’s business is subject to the risks of international procurement which could have an adverse effect on its financial results.

A significant portion of Cooltech’s finished goods are purchased from foreign manufacturers. As a result, Cooltech’s international procurement operations are subject to the risks associated with such activities including, economic and labor conditions, international trade regulations (including tariffs and anti-dumping penalties), war, international terrorism, civil disobedience, natural disasters, political instability, governmental activities and deprivation of contract and property rights. In addition, periods of international unrest may impede Cooltech’s ability to procure finished goods from other countries and could have a material adverse effect on its business and results of operations.

Cooltech may not successfully implement its strategic plans.

Cooltech presently has plans to expand its sales, to develop new business opportunities, to continue to seek and evaluate possible strategic alliances to enhance its sales, and to develop and monetize additional opportunities. These plans, however, are subject to modification or replacement by management if it decides that economic, industry, technological, regulatory or other factors warrant a change. In addition, there can be no assurance that Cooltech will successfully implement any or all such plans, or that circumstances in the marketplace and the economy will allow the implementation of such plans.

If Cooltech fails to achieve and maintain favorable pricing and credit terms from its vendors, Cooltech’s business would be harmed and its operating results would be adversely affected.

Cooltech’s costs are affected by its ability to achieve favorable pricing and credit terms from its vendors and contract manufacturers, including through negotiations for vendor rebates and other vendor funding received in the normal course of business. Because these supplier negotiations are continuous and reflect the ongoing competitive environment, the variability in terms can negatively affect Cooltech’s costs and operating results if it cannot sufficiently adjust pricing or cost variables.

The loss of one or more customers would have a material adverse effect on Cooltech’s business.

During the fiscal year ended December 31, 2016, Cooltech’s largest three customers in its wholesale business collectively accounted for approximately 40% of its revenues. Cooltech does not have contractual arrangements in place with these customers. There can be no assurance that one or more of these customers will not cease or materially decrease their business with Icon in the future and that Cooltech’s financial performance will not be adversely affected thereby.

Sales directly to original equipment manufacturers (“OEM”) and contract manufacturers can make Cooltech’s revenues, earnings, backlog and inventory levels uneven.

Revenue and earnings from OEM sales may become uneven as order sizes are typically large and often a completed order cannot be shipped until released by the OEM, e.g., to meet a “just in time” inventory requirement. This may occur at or near the end of an accounting period. In such case, revenues and earnings could decline for the period and inventory and backlog could increase.

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Cooltech faces competition from OEMs.

In the compatibles market, Cooltech sells its products at a lower price than OEMs. Customers will often pay some premium for the “name brand” product when buying additional memory and OEMs seek to exploit this tendency by having a high profit margin on memory products. However, individual OEMs can change their policy and price memory products competitively, and in such an event profit margins and earnings would be adversely affected. Also, OEMs could choose to use “free memory” as a promotional device in which case Cooltech’s ability to compete would be severely impaired.

Cooltech faces competition from cell phone manufacturers who sell products directly to end users in the U.S.

Cooltech faces competition from cell phone manufacturers that sell products directly to end users in the United States. Although sales of cell phones in Latin America are handled through distributors, there can be no assurance that manufacturers will not expand their market and customer base to include direct sales to end users in Latin America. Sales of cell phones directly to end users in the U.S. and Latin America may decrease the number of cell phones sold to end users by distributers, including Cooltech. This decrease in sales may adversely affect its cash flow and financial condition.

The market for Cooltech’s products may narrow over time.

The principal market for Cooltech’s products consists of Latin America. The competition for the supply of after-products in the industry is very competitive and to the extent it competes in this market Cooltech can be expected to have lower profit margins. Many of Cooltech’s competitors have substantially greater financial, technical and marketing resources than it does and it may not be able to compete effectively with them.

Cooltech is subject to certain working capital guidelines by its competitive clients, such as Apple.

As a distributor of consumer electronic brands such as Apple, Apple and others establish guidelines on Cooltech’s working capital. If Cooltech does not have sufficient working capital to abide by such guidelines established by Apple and others, it may be unable to distribute certain consumer electronics which could cause a loss in market share, adversely impacting its operations, cash flow and financial condition.

Delays in product development schedules may adversely affect Cooltech’s revenues.

The development of software products is a complex and time-consuming process. New products and enhancements to existing products can require long development and testing periods. Cooltech’s increasing focus on software plus services also presents new and complex development issues. Significant delays in new product or service releases or significant problems in creating new products or services could adversely affect Cooltech’s revenue.

Cooltech may make unprofitable acquisitions.

Cooltech is actively looking at acquiring complementary products and related intellectual property. The possibility exists that an acquisition will be made at some time in the future. Uncertainty surrounds all acquisitions and it is possible that a particular acquisition may not result in a benefit to shareholders, particularly in the short-term. In addition, there can be no assurance that the business acquired by Cooltech will become or remain a profitable operating unit of Cooltech or that savings from having a larger consolidated business operation will be realized.

Although Cooltech only sells its products in U.S. dollars, any fluctuations in currency exchange rates and devaluations could cause its sales to decline which could harm its profitability and financial condition.

Because Cooltech sells all of its products, including products sold in Latin America, in U.S. dollars, any devaluation of foreign currencies would cause the relative price of its products to increase and may require

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Cooltech to reduce its prices to be competitive. The increase in prices of its consumer electronics could deter consumers in Latin America, which is the foreign region where Cooltech currently sells its products, from purchasing its products which would cause a decline in sales thus adversely affecting its revenues and financial conditions.

Cooltech may incur intangible asset and goodwill impairment charges which could harm its profitability.

Cooltech periodically reviews the carrying values of its intangible assets and goodwill to determine whether such carrying values exceed the fair market value. Cooltech’s goodwill is subject to an annual review for goodwill impairment. If impairment testing indicates that the carrying value exceeds its fair value, the intangible assets or goodwill is deemed impaired.

Government regulations may have a negative effect on Cooltech’s business.

Government regulators, or its customers, may in the future require Cooltech to comply with product or manufacturing standards that are more restrictive than current laws and regulations related to environmental matters, or other initiatives. The implementation of these standards could affect the sourcing, cost and availability of materials used in the manufacture of its products. Also, Cooltech may face challenges with regulators and its customers and suppliers if Cooltech is unable to sufficiently verify that the products are issue free. Non-compliance with these standards could cause Cooltech to lose sales to these customers and compliance with these standards could increase its costs, which may harm its operating results.

In addition to regulations relating to product and manufacturing standards, Cooltech is subject to other regulations including, but not limited to, tax regulations. For example, sales tax in Colombia increased from 16% to 19% in 2017. If the increase in sales taxes in Colombia causes a decrease in spending on consumer electronics, then Cooltech’s financial condition may be adversely affected.

Cooltech may suffer a breach of its computer security measures, which could harm its business.

If Cooltech’s security measures are breached and unauthorized access is obtained to its information technology systems, Cooltech may lose proprietary data or suffer damage to its business. Cooltech’s security measures may be breached as a result of third-party action, including computer hackers, employee error, malfeasance or otherwise, and result in unauthorized access to its data, including intellectual property, if any, and other confidential business information, or its information technology systems. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently, Cooltech may be unable to anticipate these techniques or to implement adequate preventative measures. However, any security breach could result in disclosure of Cooltech’s trade secrets or confidential supplier or employee data, or harm its ability to carry on its business, all of which could result in legal liability, harm to its reputation and otherwise harm its business.

There can be no assurance that Cooltech’s acquisition of OneClick will add value or contribute to the success of Cooltech.

On October 1, 2017, Cooltech acquired all of the outstanding equity of OneClick International, LLC and OneClick License, LLC (collectively, “OneClick”), and each entity became a wholly-owned subsidiary of Cooltech. OneClick is a consumer electronics retailer specializing in commercializing Apple products, compatible brand accessories, self-produced products, and providing professional technical support to Apple retail customers. OneClick, with locations in the U.S. and Argentina, is focused on becoming the largest authorized reseller of Apple products and services in the Americas. There can be no assurance that the acquisition of OneClick will add value to Cooltech’s shareholders or that Cooltech will be successful in the retail industry. In addition, effective January 5, 2018, Cooltech unwound the purchase of certain OneClick related assets, which may further impair Cooltech’s ability to recognize benefits from and maximize the value of the OneClick acquisition.

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Cooltech is subject to certain risks due to its operation in specific regions and countries.

The economic, political, social, legal and other risks Cooltech is subject to in the regions or countries where it conducts business or obtains technology products include but are not limited to:

• deteriorating economic, political or social conditions, instability, military conflicts or civilian unrest and terrorism;

• additional tariffs, import and export controls or other trade barriers that restrict Cooltech’s ability to sell products into countries in Latin America;

• changes in local tax regimes, including the imposition of significantly increased withholding or other taxes or an increase in VAT or sales tax on products Cooltech sells;

• changes in laws and other regulatory requirements governing foreign capital transfers and the repatriation of capital and dividends;

• increases in costs for complying with a variety of different local laws, trade customs and practices;

• delays in shipping and delivering products to Cooltech or customers across borders for any reason, including more complex and time-consuming customs procedures (for example, the import restrictions enacted by Argentina in February 2012);

• fluctuations of local currencies; and

• business interruptions due to natural or manmade disasters, extreme weather conditions, including but not limited to, earthquakes, fires, floods, hurricanes, tornados, tsunamis, medical epidemics, power and/or water shortages and telecommunication failures.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, as well as assumptions, that, if proven incorrect or do not materialize, could cause the results of InfoSonics, Cooltech or the combined company following the Merger to differ materially from those expressed or implied by these forward-looking statements. Forward-looking statements generally are identified by the words “intend,” “plan,” “may,” “should,” “will,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “continue,” “potential,” “opportunity” and similar expressions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. For example, forward-looking statements include projections of earnings, revenues, synergies, accretion or other financial items; any statements of the plans, strategies and objectives of management for future operations, including the execution of integration and restructuring plans and the anticipated timing of filings, approvals and the closing related to the Merger; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; statements of belief and any statement of assumptions underlying any of the foregoing. The risks, uncertainties and assumptions referred to above include:

• the risk that the transactions contemplated by the Merger Agreement, do not close, including the risk that required stockholder approval for the transaction may not be obtained;

• the possibility that expected synergies and cost savings will not be realized;

• the possibility that the costs of combining InfoSonics and Cooltech are higher than expected;

• the failure to integrate successfully the business, operations and employees of InfoSonics and Cooltech;

• the possibility that sales following the Merger are lower than expected;

• the possibility that competition increases in the industries or markets in which InfoSonics and Cooltech participate;

• the possibility of adverse changes in general economic conditions or in political or competitive forces;

• the possibility that technological changes are more difficult or expensive to implement than anticipated;

• the possibility of adverse changes in the securities markets;

• the potential loss of key personnel following the Merger; and

• other risks and uncertainties described in the section entitled “Risk Factors” on page 22 and in the documents that are incorporated by reference into this proxy statement/prospectus, including InfoSonics’ 10-K filed on March 10, 2017 and subsequent filings made by InfoSonics with the SEC.

You should note that the discussion of InfoSonics’ and Cooltech’s respective board of directors’ reasons for the Merger and the description of InfoSonics’ financial advisor’s opinion each contain forward-looking statements that describe beliefs, assumptions and estimates as of the indicated dates and those forward-looking expectations may have changed as of the date of this proxy statement/prospectus.

If any of these risks or uncertainties materializes or any of these assumptions proves incorrect, results of InfoSonics and Cooltech could differ materially from the expectations in these statements. The forward-looking statements included in this proxy statement/prospectus are made only as of the date of this proxy statement/prospectus, and neither InfoSonics nor Cooltech is under any obligation to update their respective forward-looking statements and neither party intends to do so.

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MARKET PRICE AND DIVIDEND DATA

INFOSONICS

Market Price of InfoSonics Common Stock

InfoSonics Common Stock is traded on the NASDAQ Capital Market under the symbol “IFON”. The following table sets forth the high and low closing sale prices of InfoSonics Common Stock for the periods indicated, as adjusted for the reverse stock split effected on October 10, 2017:

Year Ended December 31, 2016 High Low

First Quarter

$ 10.00 $ 3.95

Second Quarter

$ 5.25 $ 3.30

Third Quarter

$ 4.65 $ 2.40

Fourth Quarter

$ 3.25 $ 1.75
Year Ended December 31, 2017 High Low

First Quarter

$ 3.90 $ 1.75

Second Quarter

$ 5.20 $ 1.95

Third Quarter

$ 4.20 $ 1.65

Fourth Quarter

$ 2.69 $ 1.32

On July 25, 2017, the last full trading day before the public announcement of the Merger Agreement, the closing price for InfoSonics Common Stock was $2.45 (as adjusted for the reverse stock split, effected October 10, 2017) per share and on [●], 2018, the latest practicable trading day before the printing of this proxy statement/prospectus, the closing price for InfoSonics Common Stock was $[●] per share.

Holders of InfoSonics Common Stock

As of the close of business on [●], 2018, the record date for the Special Meeting, there were [●] holders of record of InfoSonics Common Stock. The number of holders of record is based on the actual number of holders registered on the books of our transfer agent and does not reflect holders of shares in “street name” or persons, partnerships, associations, corporations or other entities identified in security position listings maintained by depository trust companies.

Dividends on InfoSonics Common Stock

InfoSonics did not pay any dividends in fiscal years 2016 or 2017 or through the date of this proxy statement/prospectus. InfoSonics does not have a policy regarding a regular dividend payment and any future dividends declared will be at the discretion of the InfoSonics Board.

Under the Merger Agreement, InfoSonics is prohibited from paying any dividend or other distribution on InfoSonics Common Stock prior to the completion of the Merger. After the completion of the Merger, it is not anticipated that there will be any dividends paid on the InfoSonics Common Stock for the foreseeable future. It is expected that future earnings, if any, will be retained by InfoSonics and used to fund the development of the Company.

COOLTECH

Information Regarding Cooltech Stock and Warrants

Cooltech is a private company and shares of its capital stock are not publicly traded on any exchange. Between April 2017 and June 2017, Cooltech conducted a private placement offering of its shares of common

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stock to certain accredited investors (the “Offering”), pursuant to which it sold an aggregate of 2,275,222 shares of common stock at a purchase price of $2.50 per share, for aggregate gross proceeds of $5,688,055. In connection with the Offering, Laidlaw & Company (UK) Ltd. served as the exclusive placement agent (the “Placement Agent”), and received cash consideration equal to 10% commissions and a 2% non-accountable expense allowance. Cooltech also issued to the Placement Agent, or its designees, warrants to purchase up to 227,522 shares of common stock (equal to 10% of the number of shares of common stock sold in the Offering) (the “Placement Agent Warrants”). The Placement Agent Warrants have a term of 3-years and are exercisable at a price equal to $2.50 per share. The Placement Agent Warrants have immediate cash or cashless provisions and are not redeemable by Cooltech. On or before the effective time of the Merger, the Placement Agent Warrants will be automatically canceled and will cease to exist.

Holders of Cooltech Preferred Stock and Common Stock

As of December 31, 2017, Cooltech had 19 holders of record of its Series A Preferred Stock and 27 holders of record of its common stock. At the effective time of the Merger, pursuant to the Merger Agreement, each share of Cooltech Stock will be cancelled and converted into the right to receive a number of shares of InfoSonics Common Stock, as further described in the “The Merger – Effect of the Merger” section on page 39.

Dividends on Cooltech Preferred Stock and Common Stock

Cooltech did not pay any dividends in fiscal years 2017 or 2016 or through the date of this proxy statement/prospectus. Cooltech does not have a policy regarding a regular dividend payment and any future dividends declared will be at the discretion of the Cooltech board of directors.

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PARTIES TO THE MERGER

InfoSonics Corporation

InfoSonics Corporation

4435 Eastgate Mall, Suite 320

San Diego, California 92121

(858) 373-1675

InfoSonics Corporation, referred to as “InfoSonics,” “we,” “our” or “us,” is a Maryland corporation. We are a provider of wireless handsets, tablets and accessories to carriers, distributors and retailers, primarily in Latin America. We define, source and sell our proprietary line of products under the verykool ® brand, with the goal to provide the market with products that are unique, handsomely designed, feature rich and provide exceptional “value” for the consumer. Our verykool ® products include a wide range of GSM Android-based smartphones and a limited number of feature phones and Android-based tablets. Additional information about InfoSonics is contained in its public filings, some of which are incorporated by reference herein as described in “Where You Can Find Additional Information” beginning on page 194.

Cooltech Holding Corp.

Cooltech Holding Corp.

48 NW 25 th Street

Suite 107/108

Miami, Florida 33127

(786) 675-5257

Cooltech Holding Corp., referred to as “Cooltech,” is a Nevada corporation. Cooltech is an acquirer and operator of businesses in the consumer electronics industry. Cooltech has three wholly-owned subsidiaries: (1) Icon Networks LLC, a Florida limited liability company (“Icon”); (2) OneClick International, LLC, a Florida limited liability company (“OneClick International”); and (3) OneClick License, LLC, a Florida limited liability company (“OneClick License” and, together with OneClick International, “OneClick”). Icon is a sales and marketing service provider and distributor of various consumer electronics to resellers, retailers and small and medium-sized businesses in Latin America and the United States. OneClick is an authorized reseller of Apple products, and operates retail stores in Latin America and the U.S. OneClick specializes in commercializing Apple products, compatible-brand accessories, self-produced products, and providing professional technical support to all Apple customers. Cooltech, together with Icon and OneClick, provides its customers with a number of value-added services, such as multi-vendor solutions, integration services, electronic commerce tools, marketing, financing, training and enablement, technical support, and inventory management. For more information about Cooltech’s business, see “Cooltech’s Business” on page 126.

InfoSonics Acquisition Sub, Inc.

InfoSonics Acquisition Sub, Inc.

c/o InfoSonics Corporation

4435 Eastgate Mall, Suite 320

San Diego, California 92121

(858) 373-1675

InfoSonics Acquisition Sub, Inc., referred to as “Merger Sub,” is a Nevada corporation and is currently a wholly owned subsidiary of InfoSonics that was formed solely for the purpose of entering into the Merger Agreement and completing the Merger. Upon the consummation of the Merger, Merger Sub will be merged with and into Cooltech and will cease to exist.

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THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement and the Amendments to the Merger Agreement, each of which is attached to this proxy statement/prospectus as Annex A , Annex B and Annex C , respectively, and incorporated into this proxy statement/prospectus by reference. You should read the entire Merger Agreement and the Amendments to the Merger Agreement carefully as they are the legal documents that govern the Merger.

Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Cooltech, with Cooltech continuing as the surviving corporation. As a result of the Merger, Cooltech will become a wholly owned subsidiary of InfoSonics.

The time at which the Merger will become effective, referred to as the effective time of the Merger, will occur upon the filing of the Article of Merger with the Secretary of State of the State of Nevada (or at such later time as InfoSonics, Cooltech and Merger Sub may agree and specify in the certificate of merger). At the effective time of the Merger, and as a result of the Merger:

• all shares of Cooltech Stock outstanding (on an “as converted” basis, with respect to the Series A Convertible Preferred Stock) will be cancelled and converted into the right to receive an aggregate of 9,375,000 shares of InfoSonics Common Stock (which may include, on an “as converted” basis, a certain number of shares of InfoSonics Series A Convertible Preferred Stock (convertible on a share for share basis into InfoSonics Common Stock), at the election of any Cooltech shareholder who, as a result of receiving shares of InfoSonics Common Stock, would own in excess of 4.99% of the issued and outstanding InfoSonics Common Stock);

• each share of Cooltech Stock held by Cooltech as treasury stock or owned by InfoSonics immediately prior to the Merger shall be canceled, and no payment shall be made with respect thereto;

• each Placement Agent Warrant outstanding immediately prior to the Merger shall be canceled, retired and shall cease to exist;

• each share of Cooltech Stock held by any subsidiary of either the Cooltech or InfoSonics immediately prior to the Merger shall be converted into such number of shares of stock of the surviving corporation such that each such subsidiary owns the same percentage of the surviving corporation immediately following the Merger as such subsidiary owned in Cooltech immediately prior to the Merger; and

• each share of common stock of Merger Sub outstanding immediately prior to the Merger shall be converted into and become one share of common stock of the surviving corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the surviving corporation.

We expect that InfoSonics Common Stock will continue to be publicly traded on the NASDAQ Capital Market after the effective time of the Merger, assuming the Reverse Split Proposal is approved by InfoSonics stockholders in order to comply with the higher minimum bid price requirement of $4.00 per share.

Effect on InfoSonics if the Merger is Not Completed

If the Merger Proposal is not approved by InfoSonics stockholders or if the Merger is not completed for any other reason, the issuance of shares to the former Cooltech stockholders contemplated by the Merger Agreement and corresponding change of control of InfoSonics will not occur. In such event, InfoSonics expects that management will operate the business in a manner similar to that in which it is being operated today, and that InfoSonics stockholders will continue to be subject to the same risks and opportunities to which they are currently subject.

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Furthermore, if the Merger is not completed, and depending on the circumstances that would have caused the Merger not to be completed, the price of InfoSonics Common Stock may decline significantly from the trading price as of the date of this proxy statement/prospectus. If that were to occur, it is uncertain when, if ever, the price of InfoSonics Common Stock would return to the price at which it trades as of the date of this proxy statement/prospectus.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of InfoSonics Common Stock. If the Merger is not completed, the InfoSonics Board will, among other things, (i) continue to evaluate and review our business operations, properties and capitalization, (ii) make such changes as are deemed appropriate, and (iii) continue to seek to identify strategic alternatives to enhance stockholder value. If the Merger Proposal is not approved by InfoSonics stockholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to InfoSonics will be offered or that our business, prospects or results of operation will not be adversely impacted.

Background of the Merger

As part of InfoSonics’ ongoing strategic planning process, the InfoSonics Board and its executive officers have over time regularly reviewed and evaluated InfoSonics’ strategic direction and alternatives in light of the performance of its business and operations and market, economic, competitive, and other conditions and developments.

On May 6, 2016, InfoSonics announced that it had received a letter from the NASDAQ Listings Qualifications Staff (the “Staff”) dated May 3, 2016 providing notification that, for the previous 30 consecutive business days, the bid price for the Common Stock had closed below the minimum $1.00 per share requirement for continued listing on the NASDAQ Capital Market under the applicable NASDAQ Listing Rules and that, under those rules, InfoSonics was provided an initial period of 180 calendar days, or until November 1, 2016, to regain compliance.

Having not regained compliance within the initial 180 calendar day period, on November 2, 2016, InfoSonics announced that it was provided an additional 180 calendar days, or until May 1, 2017, to regain compliance.

In mid-January 2017, Robert Picow, an independent member of the InfoSonics Board, had conversations with Cooltech representatives regarding potential opportunities he may have with them unrelated to InfoSonics. Thereafter, Cooltech representatives asked Mr. Picow whether InfoSonics might be interested in a transaction with Cooltech. Mr. Picow stated he was unaware of potential interest.

On January 27, 2017, Cooltech sent an initial unsolicited proposed non-binding term sheet (the “January 2017 Term Sheet”) and investor presentation to Mr. Picow with the request that he pass it on to the InfoSonics Board. In the January 2017 Term Sheet, Cooltech proposed certain transactions including a private placement by InfoSonics of $4,000,000 of convertible preferred stock at a purchase price of $0.40 per share with 100% warrant coverage at an exercise price of $0.60 per share, and a Merger of Cooltech into InfoSonics with Cooltech stockholders receiving 80,000,000 newly issued shares of InfoSonics Common Stock. The shares and warrants to be issued to Cooltech under the proposed January 2017 Term Sheet would have represented 87.42% of InfoSonics’ fully diluted pro forma outstanding shares. InfoSonics stockholders would have retained 12.58% ownership of the InfoSonics fully diluted pro forma outstanding shares.

Mr. Picow called David Katz, partner of Perkins Coie LLP, outside counsel to InfoSonics to discuss the January 2017 Term Sheet and next steps. Messrs. Picow and Katz forwarded the January 2017 Term Sheet to InfoSonics’ two other independent directors, Kirk Waldron and Randall Marx, and scheduled a call to discuss it.

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On February 14, 2017, InfoSonics’ three independent directors, Messrs. Waldron, Picow and Marx met telephonically with Mr. Katz to discuss the January 2017 Term Sheet. Mr. Katz also briefed the independent directors on their fiduciary duties and responded to questions regarding potential next steps and process. Mr. Katz also advised that an independent opinion of fairness in connection with the financial terms of the transaction would be advisable if a transaction with Cooltech was to be consummated.

On February 15, 2017, Mr. Marx was provided access to Cooltech’s electronic data room in order to perform initial due diligence on Cooltech.

On February 20, 2017, Mr. Waldron was provided access to Cooltech’s electronic data room in order to perform initial due diligence on Cooltech.

On February 24, 2017, the January 2017 Term Sheet was transmitted by the independent directors to InfoSonics’ Chief Executive Officer and President Joseph Ram and Vice President and Chief Financial Officer Vernon LoForti.

On March 7, 2017, the InfoSonics Board held a regularly scheduled meeting. During the meeting, the InfoSonics Board discussed the January 2017 Term Sheet and decided to enter into a mutual non-disclosure agreement with Cooltech, including a standstill preventing a non-negotiated transaction and any trading by Cooltech in InfoSonics Common Stock. InfoSonics also commenced due diligence regarding Cooltech.

On March 7, 2017, Mr. LoForti was provided access to Cooltech’s electronic data room.

On March 15, 2017 Messrs. Ram and LoForti held a telephone conference with John O’Rourke, a shareholder of Cooltech, regarding the names and backgrounds of the Cooltech management and investors and Cooltech’s business and financial strategy.

On March 24, 2017, Messrs. Ram and LoForti held an additional telephone conference with Mr. O’Rourke during which Mr. O’Rourke described Cooltech’s strategy and answered questions from Messrs. Ram and LoForti about potential synergies between InfoSonics’ and Cooltech’s businesses.

During the course of the first quarter of 2017, InfoSonics’ management and representatives of Silicon Valley Bank (“SVB”) discussed the fact that InfoSonics’ continuing losses necessitated a revision to InfoSonics credit line. On March 24, 2017, the SVB credit agreement was amended to eliminate InfoSonics’ ability to borrow against its accounts receivable and all related financial covenants were removed.

On April 13, 2017, InfoSonics management, Messrs. Ram and LoForti, met in person at Cooltech’s Miami office with representatives of Cooltech, including Mr. O’Rourke, Andrew Defrancesco, Felipe Rezk, Chief Marketing Officer and Chief Sustainability Officer, and Geraldo Rodrigues, Marketing Vice President. The participants discussed potential synergies and strategies and made presentations regarding their respective companies.

On April 17, 2017, InfoSonics received a revised proposed non-binding Term Sheet (the “April 2017 Term Sheet”) from Mr. O’Rourke. In this April 2017 Term Sheet, Cooltech reiterated the proposed transactions described in the January 2017 Term Sheet, but reduced the amount of the pre-Merger financing from $4,000,000 to $1,200,000. The exercise price of the warrants was also reduced to $0.45 per share. The shares and warrants to be issued to Cooltech under the proposed April 2017 Term Sheet would have represented 85.81% of the combined InfoSonics fully diluted pro forma outstanding shares. InfoSonics stockholders would have retained 14.19% of the combined InfoSonics fully diluted pro forma outstanding shares.

On April 19, 2017, the InfoSonics Board held a telephonic meeting and after full discussion and consultation with Mr. Katz regarding fiduciary duties, potential conflicts of interests and Mr. Ram’s significant

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share ownership, among other actions, established a special committee of independent directors comprised of Messrs. Marx and Waldron (the “InfoSonics Special Committee”). The InfoSonics Special Committee was delegated the exclusive power and authority (1) to establish, approve, modify, monitor and direct the process and procedures relating to the review and evaluation by InfoSonics and for its stockholders of any transaction, (2) to review and evaluate the terms and conditions, and determine the advisability of any transaction, (3) to investigate, pursue and negotiate the terms and conditions of any transaction, and if the InfoSonics Special Committee deems appropriate and in its sole discretion, to approve or disapprove any transaction, or, on the other hand, but subject to the limitations of applicable law, to approve the execution and delivery of documents to effect a transaction and/or recommend the same to InfoSonics’ stockholders for their approval, (4) to review, analyze, evaluate and monitor all proceedings and activities of InfoSonics related to any transaction, (5) to determine whether any transaction is fair to, and in the best interests of, InfoSonics and its stockholders, and (6) to take any and all other actions it deems necessary and advisable to carry out a transaction. The InfoSonics Board delegation to the InfoSonics Special Committee was subject to, and in all respects limited by, §2-411(a)(2)(ii) of the MGCL, and all actions required to be were taken by the full Board were considered and acted upon at the July 25, 2017 full InfoSonics Board meeting, described more fully below.

On April 19, 2017, the InfoSonics Special Committee held its first meeting telephonically during which the members discussed their responsibilities and Mr. Katz provided advice on its fiduciary duties.

On April 21, 2017, the InfoSonics Special Committee held a telephonic meeting during which Messrs. Ram and LoForti, were invited to speak about their in-person meeting with Cooltech representatives in Miami. Messrs. Ram and LoForti provided the InfoSonics Special Committee with their views of the strategy and potential synergies of combining with Cooltech. At the meeting, the InfoSonics Special Committee and Messrs. Ram and LoForti agreed to create a list of follow up questions and due diligence requests of Cooltech. Additionally, the InfoSonics Special Committee indicated that it would handle all information and document exchange and any negotiations with Cooltech going forward.

On April 28, 2017, Messrs. Waldron and Marx met telephonically with John O’ Rourke to discuss Cooltech’s April 2017 Term Sheet.

Between May 1, 2016 and May 6, 2017, InfoSonics Common Stock closing bid price did not satisfy the minimum $1.00 price for the requisite ten consecutive trading day period under NASDAQ listing rules.

On May 3, 2017, InfoSonics announced that it had received a letter dated May 2, 2017, from the Staff advising that the Staff had determined that: (i) InfoSonics had not regained compliance with the $1.00 per share minimum bid price requirement of NASDAQ Listing Rule 5550(a)(2) as of May 1, 2017 (following the expiration of two 180-day periods in which to regain compliance previously provided by NASDAQ); and (ii) unless InfoSonics requested an appeal of this determination by May 9, 2017, trading of InfoSonics’ common stock would be suspended from the NASDAQ Capital Market at the opening of business on May 11, 2017 and a Form 25-NSE would be filed with the Securities and Exchange Commission (the “SEC”) to remove InfoSonics’ securities from listing and registration on the NASDAQ Stock Market (the “Delisting”).

On May 4, 2017, InfoSonics requested an oral hearing to the NASDAQ Hearings Panel (“Panel”), which request stayed the Delisting.

On May 8, 2017, the InfoSonics Special Committee held a telephonic meeting to discuss the potential Cooltech transaction and other strategic alternatives.

On May 10, 2017, the InfoSonics Special Committee held a telephonic meeting to discuss the terms of a potential Cooltech transaction and other strategic alternatives.

On May 11, 2017, the InfoSonics Special Committee held a telephonic meeting and invited Cooltech representatives Messrs. O’Rourke and DeFrancesco as well as Cooltech’s legal counsel, Harvey Kesner, partner

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of Sichenzia Ross Ference Kesner LLP. During the meeting, the Cooltech representatives provided an update on their strategy, the financing and their desire to merge Cooltech with InfoSonics.

On both May 16, 2017 and May 17, 2017, the InfoSonics Special Committee held telephonic meetings. Messrs. Ram and LoForti participated in a portion of the meetings to discuss various business and strategic issues related to Cooltech. After management left the May 17, 2017 meeting, the InfoSonics Special Committee discussed the various terms of the April 2017 Term Sheet from Cooltech and established revised terms to send back to Cooltech through InfoSonics’ legal counsel, Perkins Coie LLP. Among other terms that were modified or changed, the InfoSonics Special Committee proposed an increase in the percentage of the combined InfoSonics fully diluted pro forma outstanding shares to be retained by InfoSonics stockholders after the Merger from 13.47% to 19%.

On May 18, 2017, InfoSonics’ legal counsel transmitted a revised non-binding term sheet (the “May 2017 Term Sheet”) to Messrs. O’Rourke and Kesner.

On May 22, 2017, Mr. O’Rourke emailed the InfoSonics Special Committee a revised post-Merger and financing capitalization including a proposed financing of only $1,200,000 for 3,000,000 shares of InfoSonics Common Stock at a purchase price of $0.40 per share and 100% warrant coverage at an exercise price of $0.45 per share, and the issuance of 69,000,000 shares to Cooltech stockholders in connection with the Merger. Under this proposal the InfoSonics stockholders would retain 16.1% of the combined InfoSonics fully diluted pro forma outstanding shares. Cooltech stockholders and investors would receive 83.9% of the combined InfoSonics fully diluted pro forma outstanding shares.

On May 23, 2017, the InfoSonics Special Committee held a telephonic meeting to discuss the Cooltech transaction and after full discussion, including regarding its fiduciary duties, approved moving forward with the proposed May 2017 Term Sheet, as modified by Mr. O’Rourke’s May 22, 2017 revisions, with the recognition that InfoSonics and its advisors had to satisfactorily complete legal and financial due diligence on Cooltech.

On May 23, 2017, representatives of Perkins Coie LLP were provided access to Cooltech’s electronic data room.

On May 24, 2017, the InfoSonics Special Committee and representatives of Perkins Coie LLP held a telephonic meeting to discuss the Cooltech transaction. Cooltech was invited to the meeting and Messrs. O’Rourke, DeFrancesco and Kesner joined. The parties discussed timing and other steps towards accomplishing a transaction.

On May 26, 2017, the InfoSonics Special Committee engaged a third party valuation firm to consult on certain financial matters including assessing the liquidation value of InfoSonics and its assets and liabilities as of April 30, 2017.

On May 31, 2017, the InfoSonics Special Committee held a telephonic meeting to discuss the proposed pre-Merger financing by certain interested investors related to Cooltech.

On June 1, 2017, Messrs. LoForti and Katz participated in the appeal hearing with the Panel in Washington D.C. on behalf of InfoSonics. Messrs. LoForti and Katz provided the Panel a plan for regaining compliance with the NASDAQ minimum bid price rule and requested a two-stage extension of time to execute such plan.

On June 1, 2017, the InfoSonics Special Committee held a telephonic meeting to discuss Cooltech’s financials and the Panel hearing.

On June 2, 2017, the InfoSonics Special Committee received a proposed revised non-binding term sheet from Mr. O’Rourke. Reflecting negotiations between the InfoSonics Special Committee and Cooltech

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representatives, this version proposed a private placement of $5,000,000 but fixed the share purchase price based on a projected 15% discount to the closing stock price of InfoSonics Common Stock on the day prior to the closing. The exercise price of the warrants was fixed at an amount equal to 10% above such closing price. Out of the $5,000,000 investment, $2,500,000 was proposed to be loaned back to Cooltech as a bridge loan. The shares and warrants to be issued to Cooltech under the proposed June 2, 2017 term sheet would have represented 85.71% of the combined InfoSonics fully diluted pro forma outstanding shares. InfoSonics stockholders would have retained 14.29% of the combined InfoSonics fully diluted pro forma outstanding shares.

On June, 2, 2017, the InfoSonics Special Committee held a telephonic meeting with Cooltech representatives Messrs. O’Rourke, DeFrancesco, Rezk, Diaz, and Kesner regarding the completion of the financing upon the signing of a definitive Merger Agreement rather than at the closing of the Merger.

On June 7, 2017, InfoSonics announced that it received a letter dated June 6, 2017 from the NASDAQ Office of General Counsel advising InfoSonics that the Panel granted InfoSonics an extension of time until October 30, 2017 to execute on its plan and regain compliance with the minimum bid price requirement. As part of this extension, InfoSonics was required to notify the Panel whether it had entered into a definitive Merger Agreement by July 11, 2017. Absent such an agreement by that date, InfoSonics agreed to commence a reverse stock split to regain compliance with the $1.00 per share price requirement.

On June 8, 2017, the InfoSonics Special Committee received a revised non-binding term sheet from Mr. O’Rourke. In this version, reflecting discussions and negotiations between the InfoSonics Special Committee and Cooltech representatives, the private placement was reduced from $5,000,000 to $2,750,000 at a purchase price of $0.40 per share reflecting the deletion of the proposed bridge loan. The exercise price of the warrants remained fixed at an amount equal to 10% above the closing price on the trading day prior to the announcement of the execution of a Merger Agreement. The shares and warrants to be issued to Cooltech and investors under the proposed June 8, 2017 term sheet would have represented 83.44% of the combined InfoSonics fully diluted pro forma outstanding shares. InfoSonics stockholders would have retained 15.66% of the combined InfoSonics fully diluted pro forma outstanding shares.

Between June 8, 2017 and July 15, 2017, the parties continued to negotiate various terms of the proposed non-binding term sheet and settled on the issuance of 62,500,000 shares (prior to the reverse stock split) of InfoSonics Common Stock to Cooltech as consideration in the Merger, a 1,500,000-share reduction from the amount in the June 8, 2017 proposed non-binding term sheet. Together with the shares and warrants that would be issued in exchange for the $2,750,000 financing, Cooltech and its investors would collectively hold 84.13% of the combined InfoSonics fully diluted pro forma outstanding shares. InfoSonics stockholders would retain 15.87% of the combined InfoSonics fully diluted pro forma outstanding shares.

On June 8, 2017, the InfoSonics Special Committee held a telephonic meeting with representatives of Perkins Coie LLP to discuss various potential financial advisory firms who may be able to provide a fairness opinion in connection with the financial terms of the transaction. The InfoSonics Special Committee reviewed proposals from Stout Risius Ross, LLC (“Stout”) and another financial advisory firm.

On June 12, 2017, the InfoSonics Special Committee sent Cooltech a proposed revised non-binding term sheet. In this version, reflecting discussions between the InfoSonics Special Committee and Cooltech representatives, of the $2,750,000 private placement, $1,000,000 would be released to InfoSonics upon signing of the Merger Agreement. There was no change in the relative percentage post-Merger and financing ownership.

On June 13, 2017, the InfoSonics Special Committee held a telephonic meeting and after reviewing InfoSonics’ financial condition, prospects, history of losses and business model, determined that it was in the best interests of InfoSonics stockholders to approve the terms of the June 12, 2017 term sheet and move forward with definitive documentation of the contemplated transactions, subject to satisfactory completion of further due diligence, negotiation of acceptable definitive transaction documents, and receipt of a fairness opinion from a financial advisor.

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On June 16, 2017, the InfoSonics Special Committee held a telephonic meeting and approved and engaged Stout to render an opinion as to the fairness, from a financial point of view, to the holders of InfoSonics shares of the financing and the consideration to be received by those holders in the Merger.

On June 17, 2017, the InfoSonics Special Committee and representatives of Perkins Coie LLP received a draft Merger Agreement from Cooltech.

On June 18, 2017, Mr. LoForti informed the InfoSonics Special Committee advising it that Mr. Ram had received a call from a supplier of products to InfoSonics, indicating that he might be interested in making a $2,000,000 direct investment in InfoSonics.

On June 20, 2017, representatives of Perkins Coie LLP received documentation from legal counsel to Cooltech related to the proposed $1,000,000 common stock and warrant offering.

From June 17, 2017 through July 25, 2017, Perkins Coie LLP conducted negotiations with Cooltech and its representatives and traded numerous drafts of the Merger Agreement and financing documents with Sichenzia Ross Ference Kesner LLP. Negotiations focused on providing InfoSonics with a fiduciary out in exchange for a $1 million break-up fee and later with the ability of the InfoSonics Special Committee to change its recommendation to stockholders relating to support of the Merger and related transactions.

On June 20, 2017, a third party valuation firm delivered to the InfoSonics Special Committee its liquidation valuation of InfoSonics as of April 30, 2017. According to the report, the liquidation value range was between $1,550,000 and $4,000,000.

On June 20, 2017, the InfoSonics Special Committee held a telephonic meeting to discuss (i) the informal investment proposal from the InfoSonics supplier identified on June 18, 2017, (ii) the documentation received from Cooltech, and (iii) the third party valuation firm’s liquidation valuation. Messrs. Ram and LoForti discussed the potential investment with the InfoSonics Special Committee and explained the supplier would require InfoSonics to re-enter a low margin business channel that InfoSonics had recently strategically exited. After a thorough discussion of the proposed investment, the InfoSonics Special Committee viewed the proposed investment as a very uncertain early stage indication of interest and the requirement to re-enter a low margin business channel at much less attractive terms for InfoSonics and its stockholders than the Cooltech transaction. The InfoSonics Special Committee decided to delay a response to the supplier pending resolution of the proposed Cooltech negotiations.

On June 24, 2017, the InfoSonics Special Committee engaged the law firm Whiteford, Taylor & Preston L. L. P. as Maryland legal counsel to advise on the laws of Maryland, InfoSonics’ state of incorporation, including with respect to the InfoSonics Special Committee’s fiduciary duties.

On June 26, 2017, Mr. Marx, Mr. Katz and Cooltech representatives Messrs. O’Rourke, Kesner and Cahlon met telephonically to discuss status and negotiate the terms of the proposed transactions.

On June 27, 2017, after discussions with representatives from InfoSonics, representatives of Perkins Coie LLP added a closing condition to the draft Merger Agreement that Cooltech’s acquisition of OneClick International, LLC and OneClick License, LLC and each such company’s subsidiaries must be closed prior to the closing of the Merger. This closing condition was added to the Merger Agreement because representatives of InfoSonics determined that in order to carry out the business plan set forth by Cooltech, the acquisition of the OneClick entities was necessary, and thus wanted to have certainty that the acquisitions of the OneClick entities would be complete prior to closing the Merger.

On June 29, 2017, the InfoSonics Special Committee held a telephonic meeting to discuss the terms of a potential Cooltech transaction and invited the InfoSonics Special Committee’s Maryland legal counsel, Whiteford, Taylor & Preston L. L. P., to the meeting. Representatives of Whiteford, Taylor & Preston L. L. P. provided written materials regarding fiduciary duties under Maryland law, discussed in detail such duties in connection with the proposed transactions with Cooltech and responded to questions from the InfoSonics Special Committee regarding such fiduciary duties.

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On July 5, 2017, the InfoSonics Special Committee held a telephonic meeting to discuss the potential Cooltech transaction.

On July 7, 2017, InfoSonics requested from the Panel an additional two-week extension to enter into the proposed Merger Agreement.

On July 10, 2017, Mr. Marx conducted an in person due diligence meeting with Cooltech representatives Messrs. O’Rourke, Rezk, and Carassco at Cooltech’s corporate offices in Miami, Florida.

On July 11, 2017, representatives of InfoSonics, Cooltech and their respective financial and legal advisors participated in an “all hands” conference call to discuss and negotiate the terms of a potential transaction, including with respect to due diligence items.

On July 14, 2017, the Panel advised InfoSonics telephonically that its requested two-week extension to July 25, 2017 was granted.

On July 24, 2017, the InfoSonics Special Committee held a meeting during which Stout discussed its process and valuation methodologies and made its presentation on the fairness of the Merger and financing from a financial point of view to the InfoSonics stockholders. The projected financial information of Cooltech included the impact of Cooltech’s proposed acquisitions of the OneClick entities.

On July 25, 2017, Stout delivered to the InfoSonics Special Committee its written opinion of fairness from a financial point of view of the Merger and financing.

On July 25, 2017, the InfoSonics Board held two telephonic meetings, one in the morning and one in the afternoon. In the morning meeting, the InfoSonics Board heard presentations on the terms of the proposed transactions with Cooltech from the InfoSonics Special Committee and representatives of Perkins Coie LLP. The InfoSonics Board discussed the fact that, despite InfoSonics’ consideration of other strategic opportunities, InfoSonics had to date been unable to secure a satisfactory transaction that would facilitate its return to profitability and achievement of long term success. At the conclusion of the morning meeting, the InfoSonics Board (with the exception of Mr. Ram, who abstained) approved all Merger-related transactions as a “business combination” under the Maryland General Corporation Law (“MGCL”) and amended its bylaws to exempt all financing and Merger-related transactions from the MGCL “control share” acquisition statute.

In the afternoon meeting on July 25, 2017, the InfoSonics Board concluded that, in light of InfoSonics’ continued deteriorating financial condition, the best interests of InfoSonics’ stockholders would be served by the proposed Cooltech transaction and recommended that the Stockholders vote in favor of the Merger and related transactions.

On July 25, 2017 the InfoSonics Special Committee, after full discussion and a presentation by its legal advisors regarding the final terms of the definitive agreements, approved the Merger and financing and recommended approval of the Merger and financing by the InfoSonics Board.

On July 25, 2017, Mr. Ram entered into a voting agreement (the “Voting Agreement”) with Cooltech, pursuant to which, Mr. Ram agreed that he will vote his shares of InfoSonics Common Stock in favor of the adoption and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, unless the InfoSonics Special Committee withdraws its recommendation with respect to the Merger Agreement and the Merger in accordance with the terms of the Merger Agreement.

On July 25, 2017, the Merger Agreement was executed by InfoSonics and Cooltech.

On July 26, 2017, InfoSonics issued a press release and filed a Current Report on Form 8-K with the SEC announcing the entry into the Merger Agreement, financing and related transactions.

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On August 2, 2017, the stock purchase agreement for the Public Offering of 2,500,000 shares of common stock at $0.40 per share and the concurrent Private Placement of warrants to purchase 2,500,000 shares of common stock at $0.484 per share was executed by InfoSonics and investors related to Cooltech. The offerings closed on August 4, 2017, prior to the effect of the reverse stock split on October 10, 2017. Due to the one-for-five reverse stock split effected on October 10, 2017, the amount of InfoSonics Common Stock and warrants to purchase InfoSonics Common Stock has been adjusted from 2,500,000 to 500,000, and the price per share from $0.40 to $2.00 and from $0.484 to $2.42, respectively.

On August 3, 2017, the stock purchase agreement for the private placement of 4,375,000 shares of common stock at a purchase price of $0.40 per share and warrants to purchase 4,375,000 shares of common stock at $0.484 per share was executed by InfoSonics and investors related to Cooltech (the “Private Placement”). The aggregate purchase price of $1,750,000 was placed into the escrow and closing of the offering will be contingent upon approval of such transaction by the stockholders of InfoSonics in accordance with NASDAQ listing rules. Due to the one-for-five reverse stock split effected on October 10, 2017, the amount of InfoSonics Common Stock and warrants to purchase InfoSonics Common Stock has been adjusted from 4,375,000 to 875,000, and the price per share from $0.40 to $2.00 and from $0.484 to $2.42, respectively.

On August 7, 2017, the InfoSonics Board held a regularly scheduled meeting to discuss the second quarter 2017 financial results, strategy and the Cooltech Merger.

On October 10, 2017, InfoSonics effected a one-for-five reverse stock split, changing the consideration to be received by Cooltech in the Merger. The reverse stock split also affected the numbers of shares that will be issued in the Private Placement, which is reflected in this proxy statement/prospectus.

After discussions between InfoSonics and Cooltech, on November 29, 2017 the parties submitted a request to the SEC’s Office of Chief Accountant seeking a waiver of the financial statements for certain OneClick entities required to be contained in this proxy statement/prospectus by SEC rules.

On December 5, 2017, the SEC granted the financial statement waiver in part but did not waive the financial statement requirements for Unitron, a OneClick subsidiary operating in the Dominican Republic (“Unitron”).

On or about December 14, 2017, representatives of Cooltech informed InfoSonics and the InfoSonics Special Committee that Cooltech would be unable to deliver the required audited financial statements of Unitron.

On December 14, 2017, the InfoSonics Special Committee held a telephonic meeting to discuss the potential Cooltech transaction and the conclusion that Cooltech would be unable to deliver the required audited financial statements of Unitron.

On December 18, 2017, the InfoSonics Special Committee held a telephonic meeting to discuss ways to restructure the merger transaction to possibly exclude Unitron.

On December 19, 2017, the InfoSonics Special Committee, InfoSonics legal counsel, InfoSonics’ Vice President and Chief Financial Officer, Cooltech representatives and Cooltech legal counsel held a conference call to discuss the Unitron issue and consider a path forward.

On December 20, 2017, the InfoSonics Special Committee held a telephonic meeting to discuss the status of the Merger and the pathway forward.

On December 21, 2017, the InfoSonics Special Committee, InfoSonics Board member Robert Picow, InfoSonics counsel, Cooltech representatives and Cootech legal counsel held a conference call to discuss renegotiating the merger transaction to exclude Unitron. Cooltech representatives and their legal counsel discussed unwinding Cooltech’s prior acquisition of Unitron and agreed to prepare the appropriate documentation to reflect such unwinding.

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During the month of December, InfoSonics and Cooltech discussed that InfoSonics needed funding from Cooltech and its affiliates to pay for additional anticipated expenses as a result of the delay in closing the Merger.

On December 28, 2017, the InfoSonics Special Committee, InfoSonics Board member Robert Picow, InfoSonics counsel, Cooltech representatives and Cooltech legal counsel held a conference call to discuss additional financing of InfoSonics.

On December 28, 2017, the InfoSonics Special Committee held a telephonic meeting to discuss the status of the merger, additional financing and requesting an updated fairness opinion from Stout.

Between December 28, 2017 and December 31, 2017, InfoSonics and Cooltech discussed various proposals for additional financing into InfoSonics.

On December 31, 2017, InfoSonics and Cooltech discussed an additional financing that would close on or before January 19, 2018 whereby Cooltech and its affiliates would invest an additional $1,000,000 into InfoSonics in exchange for convertible 0% coupon three year bridge promissory notes convertible into InfoSonics Common Stock at 105% of the closing price on the day before the closing and equal warrant coverage with an exercise price of 110% of such closing price.

On December 31, 2017, InfoSonics entered into Amendment No. 1 to Securities Purchase Agreement (the “SPA Amendment”) with certain investors, pursuant to which the Securities Purchase Agreement, dated as of August 2, 2017, by and among InfoSonics and certain investors was amended to, among other things, extend the termination date and the Closing Date (as defined in the SPA Amendment) from December 31, 2017 to January 5, 2018.

On January 2, 2018, InfoSonics received a notification from NASDAQ indicating that InfoSonics is not in compliance with NASDAQ Listing Rule 5620(a) due to its failure to hold an annual meeting of shareholders within twelve months of the end of InfoSonics’ fiscal year ended December 31, 2016. InfoSonics submitted a plan of compliance to NASDAQ on January 4, 2018.

After extensive discussion and negotiation on January 5, 2018, InfoSonics and Cooltech entered into Amendment No. 2 to the Merger Agreement pursuant to which the Merger Agreement was amended to account for the reverse stock split that occurred on October 10, 2017, reduce the total amount of Merger Consideration from 12,500,000 to 9,375,000 shares of InfoSonics Common Stock , a reduction to take into account the loss of the Unitron Assets (as discussed below), extend the end date of the Merger Agreement to March 14, 2018, and contingent on the Note Private Placement closing on or before January 19, 2018.

Also on January 5, 2018, InfoSonics entered into Amendment No. 2 to Securities Purchase Agreement (the “SPA Second Amendment”) with certain investors, pursuant to which the Securities Purchase Agreement, dated as of August 2, 2017, as amended by the Amendment No. 1 to Securities Purchase Agreement, dated December 31, 2017, by and among the Company and certain investors was amended to, among other things, extend the termination date and the Closing Date (as defined in the SPA Amendment) from January 5, 2018 to March 14, 2018.

Following the conclusion that Cooltech would be unable to obtain the required audited financial statements of Unitron, on January 5, 2018, Cooltech, OneClick and a third party seller (the “Seller”) entered into a settlement agreement (the “Settlement Agreement”), pursuant to which Cooltech and OneClick agreed to return to the Seller the assets of Unitron on an as-is where-is basis (the “Unitron Assets”), and the Seller agreed to return an aggregate sum of $4,568,000. Effective January 5, 2018, Cooltech and OneClick unwound the purchase of the Unitron Assets.

Also on January 5, 2018, OneClick and the Seller entered into an option agreement (the “Option Agreement”) pursuant to which the Seller granted to OneClick the sole, exclusive and irrevocable right and

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option to acquire the Unitron Assets (the “Option”). Pursuant to the terms of the Option Agreement, the Option is exercisable during the period of time beginning at the effective time of the Merger and ending on the twelve (12) month anniversary of January 5, 2018 (the “Option Period”), unless sooner terminated or extended in accordance with the terms of the Agreement. Upon exercise of the Option during the Option Period and in consideration for the transfer of the Unitron Assets to OneClick, OneClick shall pay an aggregate sum of $4,568,000, subject to adjustment as set forth therein. Also upon exercise of the Option, Cooltech’s shareholders shall receive an aggregate of 3,125,000 shares of InfoSonics Common Stock (including the securities convertible into common stock), provided all necessary approvals as set forth in the Merger Agreement have been obtained.

On January 15, 2018, Stout delivered to the InfoSonics Special Committee its updated written opinion of fairness from a financial point of view of the Merger.

InfoSonics Reasons for the Merger and Recommendation of the InfoSonics Board

In evaluating a number of alternatives, the InfoSonics Board consulted with the InfoSonics Special Committee and InfoSonics’ management and legal and financial advisors, reviewed a significant amount of information, and considered a number of factors, including, among others, the following factors that the InfoSonics Board viewed as supporting its decision ultimately to approve the Private Placement and a Merger with Cooltech, as being in the best interests of the InfoSonics stockholders:

• the uncertain outlook for InfoSonics and its products, including the verykool ® product line, due to its historical declining financial performance. While the projected financial information for InfoSonics set forth below projects net sales growth from 2018 to 2020, such projections are based on a recovery of sales to existing customers and sales to a new large customer, both of which are uncertain. In addition, despite this sales growth, the projections show that InfoSonics would be only marginally profitable and would require a capital infusion of approximately $2 million to achieve the projections. The InfoSonics Special Committee considered this, as well as the fact that InfoSonics has sustained 11 consecutive years of losses, with the exception of one year in which it was only marginally profitable, and has sustained more than $30 million in cumulative losses over that period of time;

• uncertainty about whether InfoSonics could continue as a going concern given substantial, ongoing losses;

• uncertainty about the proceeds that InfoSonics stockholders would receive in a liquidation of InfoSonics, and the costs of a liquidation;

• InfoSonics’ difficulty in raising capital in the public markets;

• InfoSonics’ likely delisting from the NASDAQ Capital Market in the absence of a transaction or further reverse stock splits;

• the economic conditions in the telecommunications equipment industry, which emphasize leading technology and require significant ongoing expenditures on research & development;

• InfoSonics’ position in the industry relative to a number of larger competitors with greater financial and other resources;

• InfoSonics’ customer concentration with three customers representing an aggregate of over 50% of net sales in 2016;

• InfoSonics’ exit from the U.S. market in late 2016 given heavy losses and patent infringement suits;

• the need for research and development investing in InfoSonics and its products in light of InfoSonics’ cessation of research and development investing in 2015;

•

the financial analysis reviewed by Stout with the InfoSonics Special Committee and the oral opinion to the InfoSonics Special Committee (which was confirmed in writing by delivery of Stout’s written opinion dated July 25, 2017), with respect to the fairness, from a financial point of view, of the Private Placement consideration to be received by InfoSonics pursuant to the Private Placement transaction and

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based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Stout in preparing its opinion; and

• the financial analysis reviewed by Stout with the InfoSonics Special Committee and the oral opinion to the InfoSonics Special Committee (which was confirmed in writing by delivery of Stout’s written opinion dated July 25, 2017), with respect to the fairness, from a financial point of view, of the Merger to the pre-Merger InfoSonics stockholders and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Stout in preparing its opinion. See “The Merger — Opinion of Stout Risius Ross, LLC” on page 55.

The InfoSonics Board and Special Committee also considered certain potentially negative factors in its deliberations concerning the Merger, including but not limited to the following:

• the fact that the Merger, the Private Placement and the Public Offering would result in a change in control of InfoSonics with the InfoSonics stockholders prior to the financings and the Merger holding approximately 21% of the outstanding shares of InfoSonics common stock following the Merger and the right to appoint a majority of the InfoSonics Board of Directors;

• the risks associated with the issuance of 0% convertible note, including that the note will remain outstanding even if the Merger does not close, and the future potential common stock dilution upon conversion of the note or the exercise of the associated warrants;

• the risk that the potential benefits of the Merger will not be realized or will not be realized within the expected time period;

• the risk that the Merger may result in InfoSonics assuming unknown liabilities;

• the risks and challenges associated with the integration of Cooltech’s and InfoSonics’ businesses, operations and workforce;

• the risks and challenges relating to Cooltech’s management’s lack of experience operating a public company and the limited operating history of Cooltech’s business;

• the risks associated with Cooltech successfully implementing its business plan, including after its divestiture of the Unitron Assets;

• the risks and contingencies relating to the announcement and pendency of the Merger and the risks and costs to InfoSonics if the closing of the Merger is not timely or if the Merger does not close at all, relationships with employees and third parties and the effect a public announcement of termination of the Merger Agreement may have on the trading price of InfoSonics common stock;

• the risks associated with various provisions of the Merger Agreement, including:

• the requirement that we conduct our business only in the ordinary course prior to the completion of the Merger, which might delay or prevent InfoSonics from undertaking certain business opportunities that might arise pending completion of the Merger;

• the limited ability of InfoSonics to terminate the Merger Agreement upon the receipt of certain bids to acquire InfoSonics from a third party and that InfoSonics must pay to Cooltech a termination fee of $1 million if the Merger Agreement is terminated under certain circumstances, which might discourage other parties potentially interested in an acquisition of InfoSonics from pursuing that opportunity. The InfoSonics Board and Special Committee, after consultation with its legal and financial advisors, believed that the termination fee payable by InfoSonics in such circumstances, as a percentage of the enterprise value of the transaction, would not materially impede the ability of a third party to make a superior bid to acquire InfoSonics if such third party were interested in doing so;

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• the risk of diverting InfoSonics’ management focus, employee attention and resources from other strategic opportunities and from operational matters while working to complete the Merger; and

• the risks described in the section entitled “Risk Factors” beginning on page 22 of this proxy statement/prospectus.

The InfoSonics Board believes that, overall, the potential benefits to InfoSonics stockholders of the Merger Agreement and the transactions contemplated thereby outweigh the risks and uncertainties.

Although this discussion of the information and factors considered by the InfoSonics Board is believed to include the material factors it considered, it is not intended to be exhaustive and may not include all of the factors considered by the InfoSonics Board. The InfoSonics Board did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination that the Merger Agreement and the transactions contemplated thereby are fair to, advisable, and in the best interests of InfoSonics and its stockholders. The InfoSonics Board based its determination on the totality of the information presented to and factors considered by it. In addition, individual members of the InfoSonics Board may have given differing weights to different factors.

Cooltech Reasons for the Merger and Recommendation of the Cooltech Board

In the course of reaching its decision to approve the Merger, the Cooltech board of directors consulted with its senior management team, financial advisor, conducted due diligence, and considered a number of factors, including, among others, the:

• potential to provide its current shareholders with greater liquidity by owning stock in a public company;

• terms and conditions of the Merger Agreement, including, without limitation, the following:

• determination that the expected relative percentage ownership of InfoSonics security holders and Cooltech security holders in the combined organization was appropriate based, in the judgment of Cooltech’s board of directors, on the board of directors’ assessment of the approximate valuations of InfoSonics and Cooltech;

• limited number and nature of the conditions of the obligation of Cooltech to consummate the Merger;

• the Merger consideration issued to Cooltech shareholders will be registered on a Form S-4 registration statement by InfoSonics and will become freely tradable for Cooltech’s shareholders who are not affiliates of Cooltech or who have not executed lockup agreements;

• ability to raise capital in the future as a public company to fund operations and other activities; and

• likelihood that the Merger will be consummated on a timely basis.

Cooltech’s board of directors also considered a number of uncertainties and risks in its deliberations concerning the Merger contemplated by the Merger Agreement, including the following:

• the possibility that the Merger might not be completed and the potential adverse effect of the public announcement of the Merger on the reputation of Cooltech and the ability of Cooltech to obtain financing in the future in the event the Merger is not completed;

• the risk that the Merger might not be consummated in a timely manner, or at all;

• the expenses to be incurred in connection with the Merger and related administrative challenges associated with combining the companies;

• additional public company expenses and obligations that Cooltech will be subject to following the Merger that it has not previously been subject to; and

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• various other risks associated with the combined organization and the Merger, including the risks described in the section entitled “Risk Factors” in this proxy statement/prospectus.

Also in considering the Merger with InfoSonics, the Board of Directors of Cooltech (the “Cooltech Board”) consulted the InfoSonics’ financial statements and other reports filed with the SEC. The Cooltech Board believes that the business of InfoSonics is attractive as a merger candidate for Cooltech given its current operations and presence in Latin America. Specifically, the Cooltech Board believes that combining the business operations of Cooltech and InfoSonics will potentially generate revenue sufficient to support Cooltech’s growth and plan of expansion.

The Cooltech Board also considered a traditional initial public offering of its securities. The Merger with InfoSonics became a more attractive option for the reasons mentioned above – mainly the attractiveness of combining a complementary business with operations in Latin America with the upside of complementary business operations and efficiencies of a unified public company management team and speed to completion without the need for and expertise of traditional investment bankers to complete a traditional initial public offering.

Projected Financial Information

Our management does not, as a matter of course, publicly disclose forecasts or projections as to its future financial performance or earnings. We have included in this proxy statement/prospectus a summary of InfoSonics’ and Cooltech’s projections solely to give stockholders access to the non-public information that was made available to the InfoSonics Special Committee in connection with its consideration of the private placement of InfoSonics Common Stock and the Merger with Cooltech and provided to Stout and Cooltech in connection with the financial analyses performed by them. These projections are not included in this proxy statement/prospectus in order to influence you to make any investment decision with respect to the Merger, or to influence your decision whether to vote for or against the proposal to approve the Merger with Cooltech.

Although the projections are presented with numerical specificity, the projections reflect numerous estimates and assumptions with respect to general business, economic, market and financial conditions, our ability to execute our strategic plan and other matters, all of which are difficult to predict and many of which are beyond our control. These assumptions are set forth below each financial projection.

The internal financial forecasts upon which these projections were based are, in general, prepared solely for internal use, such as budgeting and other management decisions, and are subjective in many respects, and thus are susceptible to various interpretations. While we believe that the assumptions our management and Cooltech’s management used as a basis for the projections were reasonable at the time the projections were prepared, given information our management and Cooltech’s management had at the time, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the prospective financial information.

The projections were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of our management, were prepared on a reasonable basis.

Neither our independent auditors, nor any other independent accountants or any other parties (including Stout), have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

The principal components of the financial projections provided by InfoSonics’ management and Cooltech’s management to Stout for the preparation of its financial analysis and opinions are set forth below. Stout’s financial analysis and opinions were also based on, and qualified by, additional information not set forth below, as disclosed in Stout’s written opinion dated January 15, 2018.

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InfoSonics’ Financial Projections

Actual Forecast
$(000s) 12/31/2015 12/31/2016 11/30/2017 12/31/2018 12/31/2019 12/31/2020
[a]

Revenues

$ 47,833 $ 39,140 $ 24,968 $ 40,880 $ 44,630 $ 47,630

% Growth

-0.6 % -18.2 % -38.76 % 57.64 % 9.2 % 6.7 %

Gross Profit

7,419 4,593 2,509 5,228 5,833 6,258

Gross Margin

15.5 % 11.7 % 10.1 % 12.8 % 13.1 % 13.1 %

Operating Expense

8,339 6,943 6,521 5,240 5,352 5,463

% of Revenue

17.4 % 17.7 % 26.1 % 12.8 % 12.0 % 11.5 %

EBITDA

(828 ) (2,598 ) (3,823 ) 184 677 895

EBITDA Margin

-1.7 % -6.6 % -15.3 % 0.5 % 1.5 % 1.9 %

Depreciation

92 86 164 196 196 100

% of Revenue

0.2 % 0.2 % 0.7 % 0.5 % 0.4 % 0.2 %

Capital Expenditures

111 62 366 68 68 68

% of Revenue

0.2 % 0.2 % 1.5 % 0.2 % 0.2 % 0.1 %

Free Cash Flow [b]

n/a n/a n/a -350 -139 231

% of Revenue

n/a n/a n/a -0.9 % -0.3 % 0.5 %

[a] Represents a 12-month period.
[b] Free Cash Flow presented above represents an unlevered figure.

InfoSonics’ Financial Projections assumptions:

1. In 2018, sales would return to 2016 levels.

2. Sales in 2019 would grow by 9.2% over 2018 levels.

3. Sales in 2020 would grow 6.7% over 2019.

4. Gross profit margins during the forecasted periods range from 12.8% to 13.1%.

5. Operating expenses range from 11.5% to 12.8% of revenues during the projection period.

6. Free cash flow presented on an unlevered basis.

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Cooltech’s Financial Projection

Actual [a] Forecast
$(000s) 12/31/2015 12/31/2016 9/30/2017 12/31/2018 12/31/2019
[b]

Revenues

$ 16,715 $ 22,276 $ 26,441 $ 120,769 $ 208,400

% Growth

89.7 % 33.3 % 25.68 % 237.08 % 72.6 %

Gross Profit

1,024 767 272 22,923 42,291

Gross Margin

6.1 % 3.4 % 1.0 % 19.0 % 20.3 %

Operating Expense

603 1,436 3,060 17,647 32,184

% of Revenue

3.6 % 6.4 % 11.6 % 14.6 % 15.4 %

EBITDA

399 (590 ) (2,279 ) 5,276 10,106

EBITDA Margin

2.4 % -2.6 % -8.6 % 4.4 % 4.8 %

Depreciation

4 10 56 4,743 4,805

% of Revenue

0.0 % 0.0 % 0.2 % 3.9 % 2.3 %

Capital Expenditures

15 188 192 12,750 4,930

% of Revenue

0.1 % 0.8 % n/a 10.6 % 2.4 %

Free Cash Flow [c]

n/a n/a n/a (7,064 ) 3,772

% of Revenue

n/a n/a n/a -5.8 % 1.8 %

[a] Historical results exclude OneClick.
[b] Represents a 12-month period.
[c] Free Cash Flow presented above represents an unlevered figure.

Cooltech’s Financial Projection assumptions:

1. Sales in 2018 would continue to grow as a result of iPhone 8 and iPhone X sales, as well as from Cooltech’s expansion into the retail market through its acquisition and roll-up of OneClick, which has locations in the United States and Argentina.

2. In 2018, Cooltech would have strong sales as compared to prior years as a result of its expansion into the retail market and into other geographic regions. As part of its expansion plan, Cooltech anticipates opening approximately 35 retail stores throughout 2018, with 24 in Latin America, five in the United States and six in Canada. In addition, Cooltech has secured distribution rights to the iPhone in Argentina, which would increase the numbers of sales from new customers. Cooltech anticipates its 2018 sales be 48% from retail and 52% from distribution.

3. In 2019, sales would see strong growth as Cooltech continues to expand, with the goal of opening and operating a total of 64 retail locations throughout Latin America, Canada and the United States by the end of the year. In addition, Cooltech’s distribution business would experience corresponding growth as it expands into new geographic markets.

BY INCLUDING IN THIS PROXY STATEMENT/PROSPECTUS A SUMMARY OF ITS INTERNAL FINANCIAL PROJECTIONS, THE COMPANY UNDERTAKES NO OBLIGATIONS TO UPDATE, OR PUBLICLY DISCLOSE ANY UPDATE TO, THESE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE FINANCIAL PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS ARE SHOWN TO BE IN ERROR OR CHANGE.

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Opinion of Stout Risius Ross, LLC

On January 15, 2018, Stout rendered an oral opinion to the InfoSonics Special Committee (which was confirmed in writing by delivery of Stout’s written opinion dated January 15, 2018), to the effect, as of January 15, 2018 and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Stout in preparing its opinion, that the Merger was fair to the Existing Company Stockholders of Infosonics, from a financial point of view.

Furthermore, Stout’s Merger opinion was directed to the InfoSonics Special Committee and only addressed the fairness, from a financial point of view, of the Merger to the Existing Company Stockholders of InfoSonics pursuant to the Merger transaction and does not address any other aspect or implication of the Merger or the merits of any alternative business transactions or strategies. The summary of Stout’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex D to this proxy statement/prospectus and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Stout in preparing its opinion. We encourage our stockholders to carefully read the full text of Stout’s written opinion. However, neither Stout’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute advice or a recommendation to the InfoSonics Special Committee or any stockholder as to how to act or vote with respect to the Merger or related matters.

In arriving at its opinion Stout reviewed, among other things:

• InfoSonics’ Form 10K audited consolidated financial statements for the fiscal years ended December 2012 through 2016;

• InfoSonics’ Form 10Q unaudited consolidated financial statements for the quarter ended September 30, 2017;

• InfoSonics’ internally prepared unaudited financial statements for the eleven-month periods ended November 30, 2016 and 2017;

• InfoSonics’ three-year financial forecast for the fiscal years ending December 2018 through 2020;

• An analysis, prepared by Red Rock Capital, of the expected proceeds from a liquidation of InfoSonics as of April 30, 2017;

• InfoSonics’ pro-forma capitalization table detailing the effects of the proposed Transaction;

• Cooltech’s audited financial statements for the fiscal year ended December 31, 2015 and 2016 (collectively, the “Cooltech Audited Financial Statements”);

• Icon Group’s audited financial statement for the fiscal years ended December 31, 2014 and 2015;

• Cooltech’s internally prepared, unaudited financial statements for the nine months ended September 30, 2017 (the “Cooltech Unaudited Financial Statements” and, collectively with the Cooltech Audited Financial Statements, the “Cooltech Financial Statements”);

• OneClick License LLC’s internally prepared, unaudited financial statement for the fiscal year ended December 31, 2016;

• Cooltech’s investor presentation dated November 2017;

• Cooltech’s Securities Purchase Agreement, dated March 8, 2017;

• Cooltech’s Confidential Private Placement Memorandum, dated March 8, 2017;

• Cooltech’s two-year financial forecast for the fiscal years ended December 2018 through 2019;

• Cooltech’s financial model for its retail store locations through December 2018 and 2016;

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• Cooltech’s planned capital expenditures for retail store expansion for 2018 and 2019;

• Cooltech’s 2017 store openings and closings;

• Agreement and Plan of Merger among Cooltech Holding Corp., InfoSonics Corporation, and InfoSonics Acquisition Sub, Inc. (“Merger Agreement”), dated July 25, 2017;

• Amendment No. 1 to the Agreement and Plan of Merger, dated September 14, 2017;

• Amendment No. 2 to the Agreement and Plan of Merger, dated January 5, 2018;

• A draft of InfoSonics’ Form of Convertible Note, dated January 9, 2018;

• A draft of InfoSonics’ Form of Common Stock Purchase Warrant, dated January 9, 2018;

• InfoSonics’ Amendment No. 1 to the Escrow Agreement, related to the private placement of shares;

• A review of InfoSonics’ stock price and volume trading history for the last five years ended January 12, 2018;

• Discussions with InfoSonics’ management concerning its business, industry, history, and prospects;

• Discussions with Cooltech’s management concerning its business, industry, history, and prospects;

• Stout’s understanding that the Existing Company Stockholders of InfoSonics’ will hold shares of InfoSonics Common Stock equal to 17.7% of the InfoSonics Common Stock on a fully diluted basis following the consummation of the transactions; and

• An analysis of other facts and data resulting in Stout’s conclusions.

Stout’s opinion was intended to be utilized by the InfoSonics Special Committee as only one input to consider in its process of analyzing the transactions. No opinion, counsel or interpretation was intended in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. Stout was not requested to opine as to, and its opinion did not in any manner address the following: (i) the underlying business decision of InfoSonics, InfoSonics securityholders, the InfoSonics Board, the InfoSonics Special Committee or any other party to proceed with or effect the transactions; (ii) the merits of the transaction relative to any alternative business strategies that may exist for InfoSonics or any other party or the effect of any other transactions in which InfoSonics or any other party might have engaged; (iii) the terms of any arrangements, understandings, agreements or documents related to, or the form or any other portion or aspect of, the transactions or otherwise, except as expressly addressed in the opinion; (iv) the fairness of any portion or aspect of the transaction to the holders of any class of securities, creditors or other constituencies of InfoSonics, or to any other party, not specifically addressed in the opinion; (v) the solvency, creditworthiness or fair value of InfoSonics or any other participant in the transaction under any applicable laws relating to bankruptcy, insolvency or similar matters or (vi) how the InfoSonics Board, the InfoSonics Special Committee, the InfoSonics securityholders or any other person should act with respect to the Transaction.

Further, Stout’s opinion was not intended to and does not constitute a recommendation to any stockholder of InfoSonics as to how such stockholder should vote in regard to the Transaction. The InfoSonics Special Committee acknowledges that Stout was not engaged to, and has not, (a) initiated any discussions with, or solicited any indications of interest from, third parties with respect to (i) the Transaction, (ii) the assets of InfoSonics, (iii) any businesses or operations of InfoSonics, Cooltech or any other party, or (iv) any alternatives to the Transaction, or (b) negotiated the terms of the Transaction or the financing for the Transaction.

Stout’s opinion was premised on the assumption that the assets, liabilities, financial condition, and prospects of InfoSonics as of the date of its opinion had not changed materially since November 30, 2017, the date of the most recent InfoSonics financial statements made available to Stout. Stout’s opinion were also premised on the assumption that the assets, liabilities, financial condition, and prospects of Cooltech as of the date of its opinion had not changed materially since October 1, 2017, the date of the most recent Cooltech financial statements made available to Stout.

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Stout understands that Cooltech is required to deliver $2.5 million in Net Cash at the time of the closing of the Transaction, and Stout assumes in its analysis that this amount will be delivered at closing.

Stout’s opinion is necessarily based on business, economic, market, and other conditions as they existed and could be evaluated by Stout on the date of the opinion. Subsequent developments may affect this opinion before the closing of any transaction contemplated by the opinion, including, but not limited to, developments with respect to the assets, liabilities, prospects, revenue, indebtedness, or business of InfoSonics and/or Cooltech. Notwithstanding the foregoing, Stout does not have any obligation to update, revise, or reaffirm its opinion and its opinion speak only as of the date thereof.

In rendering its opinion, Stout assumed and relied upon the accuracy and completeness of all financial and other information that was publicly available, furnished by InfoSonics and/or Cooltech, or otherwise reviewed by or discussed with Stout without independent verification of such information and Stout assumed and relied upon the representations and warranties contained in the Merger Agreement and the amendments it reviewed. Stout assumed, without independent verification, that the financial forecasts and projections provided to Stout were prepared in good faith and reflected the best currently available estimate of the future financial results of InfoSonics and Cooltech, and Stout relied upon such projections in arriving at its opinion. Stout was not engaged to assess the reasonableness or achievability of these forecasts and projections or the assumptions upon which they were based, and Stout expressed no view as to these forecasts, projections, or assumptions. Stout assumed that the Merger would be consummated on the terms described in the Merger Agreement and its amendments, without any waiver of any material terms or conditions by the parties to the Merger Agreement.

Stout did not conduct a physical inspection of InfoSonics’ or Cooltech’s facilities or assets. Stout assumed, with the consent of the InfoSonics Board, that the final executed form of the Merger Agreement would not differ materially from Merger Agreement and amendments that it examined, that the conditions to the Merger as set forth in the Merger Agreement would be satisfied, and that the Merger would be consummated on a timely basis in the manner contemplated by the Merger Agreement. Stout’s opinion was necessarily based on business, economic, market, and other conditions as they existed and could be evaluated by Stout at the date of its opinion. Although subsequent developments may affect Stout’s opinion, Stout does not have any obligation to update, revise, or reaffirm its opinion. Stout reserves the right, however, to withdraw, revise, or modify its opinion based upon additional information that may be provided to or obtained by it after the date of its opinion that suggests, in Stout’s judgment, a material change in the assumptions upon which its opinion were based.

Stout’s opinion was furnished for the use and benefit of the InfoSonics Special Committee in connection with the Merger, and were not intended to be used, and may not be used, for any other purpose, without Stout’s express, prior written consent. Stout has consented to the reproduction of its written opinion in this proxy statement/prospectus and to the inclusion of our summary of its opinion as it appears in this proxy statement/prospectus.

Summary of Valuation Analyses

In preparing its opinion to the InfoSonics Special Committee, Stout performed a variety of analyses, including those described below. The summary of Stout’s analyses is not a complete description of the analyses underlying Stout’s opinion. The preparation of a fairness opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. Stout arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole. Stout did not form a conclusion as to whether any individual analysis, when considered independently of the other analyses conducted by Stout, supported or failed to support its opinion as to the fairness to InfoSonics, from a financial point of view, to the Existing Company Stockholders of InfoSonics. Further, Stout did not specifically rely or place specific weight on any individual analysis. Rather, Stout believes that its analyses must be considered in their entirety, and that selecting portions of its analyses or the factors it considered, without considering all analyses and factors together, could create a misleading or incomplete view

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of the processes underlying the analyses performed by Stout in connection with the preparation of its opinion. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques.

The implied reference range values indicated by Stout’s analyses, and the estimates upon which they are based, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which assets, businesses or securities may actually be sold, which may depend on a variety of factors, many of which are beyond our control. Much of the information used in, and accordingly the results of, Stout’s analyses are inherently subject to substantial uncertainty.

Stout’s opinion was provided to the InfoSonics Special Committee in connection with its consideration of the proposed Merger and Stout’s opinion was only one of many factors considered by the InfoSonics Board in evaluating the proposed transaction. Neither Stout’s opinion nor its analyses were determinative of the Merger, or of the views of the InfoSonics Board or management with respect to the Merger therein. The type and amount of consideration payable in the the Merger with Cooltech was determined through negotiation between InfoSonics and Cooltech, and the decision to enter into the Merger was solely that of the InfoSonics Board.

The following is a summary of the material analyses reviewed by Stout with the InfoSonics Special Committee in connection with Stout’s written opinion delivered on January 15, 2018. The order of the analyses below does not represent relative importance or weight given to those analyses by Stout. In addition, the analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Stout’s analyses.

Discounted Cash Flow Method – InfoSonics

Stout performed a discounted cash flow analyses, which was used to estimate the present value of InfoSonics’ unlevered, after-tax, free cash flows on a standalone basis. In performing its discounted cash flow analyses, Stout calculated the free cash flows that InfoSonics is expected to generate for the fiscal years 2018 through 2020 based on our management’s long-term forecast for fiscal years 2018 through 2020.

Stout calculated a range of implied enterprise value by calculating the present value of estimated unlevered free cash flows through the end of fiscal year 2020, as well as a residual value that takes into account the cash flows beyond fiscal year 2020, based on a range of discount rates of 19.0% to 21.0%, which were based upon InfoSonics’ estimated weighted average cost of capital (“WACC”), and a range of residual growth rates of 2.5% to 3.5%. The residual growth rates were based on Stout’s review of management’s projected growth during the later portion of the projection period, as well as the expectations for the longer-term growth of the telecommunications industry and the overall economy.

The estimated WACC used in the analysis was based upon estimates of InfoSonics’ estimated cost of equity capital (20.0%), estimated cost of debt capital (7.0%), and an assumed capital structure (consisting of 100% equity and 0% debt), all of which were based upon information from various independent sources (including the Board of Governors of the Federal Reserve, Duff & Phelps’ Valuation Handbook, Morningstar, Inc. and S&P Capital IQ, Inc.) concerning market risk-free interest rates, market equity risk premiums, equity betas, small stock risk premiums, and corporate bond rates.

Based on the assumptions above, the discounted cash flow analysis resulted in a range of estimated enterprise values of $2.0 million to $2.5 million.

Using this range of enterprise values, Stout calculated an estimated equity value for InfoSonics by (i) adding to estimated enterprise value cash and cash equivalents in an aggregate amount equal to $585,000, (ii) adding

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non-operating assets of $55,000, and (iii) subtracting contingent deal expenses of $750,000 to estimated enterprise value. This analysis implied an equity value range for InfoSonics of $1.9 million to $2.4 million.

Liquidation – InfoSonics

The Special Committee engaged a third party valuation firm to perform a liquidation analysis of InfoSonics as of April 30, 2017 assuming an orderly liquidation of InfoSonics’ balance sheet, net of one time costs. The third party valuation firm determined that the net assets of InfoSonics are valued between $1.5 million and $4.0 million under a liquidation scenario. These figures were adjusted by Stout to reflect InfoSonics’ November 30, 2017 balance sheet, which indicated an equity value range from $0 to $1.8 million after one time costs.

Market Capitalization – InfoSonics

Stout also considered the current market trading price of InfoSonics shares as an additional measure of the value of the shares held by the Existing Company Stockholders. Based thereon, the value of the shares ranged from $4.1 million to $5.7 million during the 3 month period ended January 8, 2018 based upon 2,878,280 total shares outstanding. The value the shares held by the Existing Company Stockholders on January 8, 2018 was $4.7 million based upon InsoSonics’ trading price on that date.

Discounted Cash Flow Method – Cooltech

Stout performed a discounted cash flow analysis, which was used to estimate the present value of Cooltech’s unlevered, after-tax, free cash flows on a consolidated, stand-alone basis. In performing its discounted cash flow analyses, Stout calculated the free cash flows that Cooltech is expected to generate for the fiscal years 2018 through 2019 based on Cooltech management’s long-term forecast for fiscal years 2018 through 2019.

Stout calculated a range of implied enterprise value by calculating the present value of estimated unlevered free cash flows through the end of fiscal year 2019, as well as a residual value that takes into account the cash flows beyond fiscal year 2019, based on a range of discount rates of 27.5% to 32.5%, which were based upon Cooltech’s estimated weighted average cost of capital (“WACC”), and an H-Model which assumes that Cooltech’s residual growth rate will vary over time from 120% at the beginning of the residual period to a stable, long-term growth rate of 2.5% to 3.5%. The growth rates used in the residual period were based on Stout’s review of Cooltech’s projected growth during the later portion of the projection period, as well as the expectations for the longer-term growth of the telecommunications industry, the retail industry, and the overall economy.

The WACC used in our discounted cash flow analysis of Cooltech was based upon various studies of the rates of return required by venture capital investors. Specifically, Cooltech is in the expansion stage of its development. Most estimates of the required rate of return for a company in this stage of development range from 30% to 50%.

Based on the assumptions above, the discounted cash flow analysis for Cooltech resulted in a range of estimated enterprise values of $32.0 million to $35.4 million. Using this range of enterprise values, Stout calculated an estimated equity value for Cooltech by (i) adding to estimated enterprise value cash and cash equivalents in an aggregate amount equal to $1.1 million, and (ii) subtracting Cooltech’s existing debt of $12.1 million. This analysis implied an equity value range for Cooltech between $21.0 million to $24.4 million.

Merger Exchange Ratio

As described above, Stout performed applied a number of different valuation methodologies as inputs in comparing the exchange ratio reference range for the Existing Company Stockholders of InfoSonics with the proposed exchange ratio in the Merger.

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In calculating the Merger exchange ratio indicated for InfoSonics’ existing shareholders using the discounted cash flow approach, Stout utilized $1.9 million to $2.4 million for the intrinsic total value of equity of InfoSonics and the Cooltech indicated range of equity values of $21.0 million to $24.4 million. This analysis results in a suggested Merger exchange ratio of between 6.9% to 9.5% for InfoSonics’ existing shareholders.

In calculating the Merger exchange ratio indicated for InfoSonics’ existing shareholders using the liquidation approach, Stout utilized $0 to $1.8 million for the intrinsic total value of equity of InfoSonics and the Cooltech indicated range of equity values of $21.0 million to $24.4 million. This analysis results in a suggested Merger exchange ratio of between 0.0% to 7.2% for InfoSonics’ existing shareholders.

In calculating the Merger exchange ratio indicated for InfoSonics’ existing shareholders using InfoSonics’ trading price for the 3 month period ended January 8, 2018, Stout utilized $4.1 to $5.7 million for the total value of the shares held by the Existing Company Stockholders of InfoSonics and the Cooltech indicated range of equity values of $21.0 million to $24.4 million. This analysis results in a suggested Merger exchange ratio of between 13.6% to 20.0% for InfoSonics’ existing shareholders. In calculating the Merger exchange ratio indicated for InfoSonics’ existing shareholders using InfoSonics’ trading price as of January 8, 2018 of $4.7 million, the analysis would suggest a Merger exchange ratio of 16.1%.

Results of Valuation Analyses – Merger Exchange Ratio

As described above, Stout performed a discounted cash flow analysis, liquidation analysis and considered InfoSonics’ market trading price in comparing the implied equity value exchange ratio reference range for InfoSonics existing shareholders with the proposed Merger exchange ratio to be received by existing shareholders. These analyses indicated an equity value exchange ratio reference range for InfoSonics existing shareholders of 0.0% to 20.0%, as compared to the proposed Merger exchange ratio of 21.1% (17.7% on a fully diluted basis).

Other Matters

Stout was engaged by the Company to provide an opinion to the InfoSonics Special Committee regarding the fairness, from a financial point of view, of the Merger with Cooltech, from a financial point of view, to the Existing Company Stockholders of InfoSonics. We engaged Stout based on Stout’s experience and reputation. Stout is regularly engaged to render financial opinion in connection with mergers, acquisitions, divestitures, leveraged buyouts, recapitalizations, and for other purposes. The issuance of Stout’s written opinion was approved by an internal committee of Stout authorized to approve opinion of this nature. Pursuant to the engagement letter with Stout in July 2017, the Company paid Stout a fee of $150,000 for its services at that time. Pursuant to the engagement letter with Stout in July 2017, the Company paid Stout a fee of $150,000 for its services at that time. Pursuant to the engagement letter with Stout in January 2018, the Company paid Stout a fee of $60,000 for its services at that time. No portion of Stout’s fees are contingent upon the successful completion of the Merger. Further, none of Stout’s employees who worked on the engagement has any known financial interest in the assets or equity of the Company or Cooltech or the outcome of the engagement, and prior to the fairness opinion rendered in July 2017, Stout had not previously provided financial advisory services to the Company. The Company has also agreed to reimburse Stout for certain expenses and to indemnify Stout and certain related parties against certain liabilities and other losses associated with any third-party claim (including securityholder actions) relating to or arising as a result of Stout’s services or engagement.

Listing of InfoSonics Common Stock on NASDAQ and New Listing Application

InfoSonics Common Stock is currently listed on the NASDAQ Capital Market under the symbol “IFON.” NASDAQ considers the Merger proposed in this proxy statement/prospectus to be a business combination with a non-NASDAQ entity and has required that a new listing application be submitted in connection with the Merger. Although we believe that NASDAQ will approve the new listing application, it is possible that NASDAQ will

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deny the application. If the Merger were to proceed without NASDAQ approval, NASDAQ could issue the combined company a delisting letter immediately after completion of the Merger. If this were to occur, the combined company would take all reasonable action in order to maintain the listing of its common stock on NASDAQ. However, there can be no assurance that the combined company would be successful under such circumstances, and if the combined company’s common stock were delisted from NASDAQ, stockholders may have difficulty converting their investments into cash effectively. As a result, under such circumstances, the relative price of the combined company’s stock may decline and/or fluctuate more than in the past.

Anticipated Accounting Treatment

Under U.S. GAAP, the Merger will be accounted for as a “reverse acquisition” pursuant to which Cooltech will be considered the acquiring entity for accounting purposes. As such, Cooltech will allocate the total purchase consideration to InfoSonics’ tangible and identifiable intangible assets and liabilities based on their respective fair values at the date of the completion of the Merger. Cooltech’s historical results of operations will replace InfoSonics’ historical results of operations for all periods prior to the Merger; after completion of the Merger, the results of operations of both companies will be included in InfoSonics’ financial statements.

InfoSonics will account for the Merger using the acquisition method of accounting under U.S. GAAP. Accounting Standards Codification 805 “ Business Combinations ,” referred to as “ASC 805,” which provides guidance for determining the accounting acquiror in a business combination when equity interests are exchanged between two entities. ASC 805 provides that in a business combination effected through an exchange of equity interests, such as the Merger, the entity that issues the equity interests is generally the acquiring entity. Commonly, the acquiring entity is the larger entity. However, the facts and circumstances surrounding a business combination sometimes indicate that a smaller entity acquires a larger one. ASC 805 further provides that in identifying the acquiring entity in a combination effected through an exchange of equity interests, all pertinent facts and circumstances must be considered, including the relative voting rights of the stockholders of the constituent companies in the combined entity, the composition of the board of directors and senior management of the combined company and the terms of the exchange of equity securities in the business combination, including payment of any premium.

Because the former Cooltech stockholders will have a majority voting interest in the combined company, InfoSonics Board will be composed of four board members designated by former Cooltech stockholders and Robert Picow and the chief executive officer of the combined company will be the chief executive officer of Cooltech, Cooltech is considered to be the acquiror of InfoSonics for accounting purposes. This means that the total purchase price will be allocated to InfoSonics’ tangible and identifiable intangible assets and liabilities based on their estimated relative fair market values at the date of the completion of the Merger. Final valuations of property, plant and equipment, and intangible and other assets have not yet been completed as management is still reviewing the existence, characteristics and useful lives of InfoSonics’ intangible assets. The completion of the valuation work could result in significantly different amortization expenses and balance sheet classifications. After completion of the Merger, the results of operations of both companies will be included in the financial statements of InfoSonics. For further discussion of the accounting treatment, see “Unaudited Pro Forma Condensed Combined Financial Information” on page 118.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion sets forth the material U.S. federal income tax consequences of the Merger that management believes will apply with respect to holders of InfoSonics Common Stock. This discussion does not address the tax consequences of transactions effectuated prior to or after the Merger, including, without limitation, the tax consequences of the exercise of options, warrants or similar rights to purchase InfoSonics Common Stock. This discussion does not describe all of the tax consequences that may be relevant to a holder in light of the holder’s particular circumstances or to holders subject to special rules (such as dealers in securities, financial institutions, insurance companies, tax-exempt organizations, foreign individuals and entities and

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persons who acquired their InfoSonics Common Stock as compensation). In addition, this summary is limited to holders who hold their InfoSonics Common Stock as capital assets. This discussion also does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction. Accordingly, each holder is strongly urged to consult with a tax adviser to determine the particular federal, state, local or foreign income or other tax consequences to such holder related to the Merger.

For U.S. federal income tax purposes, the Merger will not be a taxable event for holders of InfoSonics Common Stock. Consequently, holders of InfoSonics Common Stock will not realize any taxable gain or loss as a result of the Merger, and will continue to possess the same holding period and tax basis in their InfoSonics Common Stock following the Merger as immediately before the Merger.

Regulatory Approvals

Except for the filing of the Articles of Merger with the Secretary of State of the State of Nevada at or before the effective time of the Merger, InfoSonics is unaware of any material federal, state or foreign regulatory requirements or approvals that would be necessary for the consummation of the Merger. The Articles of Merger will not be filed until immediately prior to the effective time of the Merger.

In addition, as a condition to closing the Merger, NASDAQ must have approved an initial listing application of InfoSonics on a post-Merger basis for purposes of the listing of InfoSonics Common Stock on NASDAQ following the Merger.

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INTERESTS OF THE INFOSONICS DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER

When considering the recommendation of the InfoSonics Board that you vote to approve the Merger Agreement, you should be aware that InfoSonics’ directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of InfoSonics stockholders generally, as more fully described below. The InfoSonics Board was aware of these interests and considered them, among other matters, in approving the Merger and the transactions contemplated thereby and recommending the Merger be approved by the InfoSonics stockholders. These interests are described below and further discussed herein.

1. Voting Agreement . Concurrently with the execution of the Merger Agreement, Joseph Ram, Chief Executive Officer of InfoSonics and a beneficial holder of approximately 22.75% of the InfoSonics Common Stock as of December 31, 2017, has entered into a voting agreement, pursuant to which Mr. Ram has, among other matters, agreed to support the Merger and the other transactions contemplated by the Merger. Under the voting agreement, in addition to agreeing to vote in favor of approval of the Merger and the Merger Agreement and the transactions contemplated thereby, Mr. Ram has agreed to not transfer, sell, offer to sell, exchange, assign, pledge or otherwise dispose of or encumber any of the InfoSonics stock held by him prior to the Merger becoming effective, the termination of the Merger Agreement or the amendment of the voting agreement in a manner adverse to Mr. Ram, whichever occurs first.

2. InfoSonics Board . Robert Picow will continue to serve on the InfoSonics Board following completion of the Merger. In his role as a director of InfoSonics, Mr. Picow will receive InfoSonics’ standard director compensation package.

Option Grants to Executive Officers

InfoSonics’ executive officers have been granted stock options under the InfoSonics Corporation 2006 and 2015 Equity Incentive Plans with the terms noted below:

• Stock options under each of the 2006 and 2015 Equity Incentive Plan are granted with an exercise price that is no less than the fair market value of the common stock on the date of grant, defined as the closing price of common stock on the date of grant or if not traded on such date, the closing price on the last preceding date on which the common stock was traded.

• Stock options typically vest over two to four years from the date of grant. Footnotes to the table set forth in “Outstanding Equity Awards Held by Executive Officers and Directors” below describe the vesting schedules applicable to outstanding option grants to InfoSonics’ named executive officers.

• The effect of a “change in control” on options granted under the 2006 Equity Incentive Plan is described below under “Change in Control Provisions Under 2006 Equity Incentive Plan.”

• The effect of a “change in control” on options granted under the 2015 Equity Incentive Plan is described below under “Change in Control Provisions Under 2015 Equity Incentive Plan.”

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Outstanding Equity Awards Held by Executive Officers

The following table sets forth, as of December 31, 2017 the number of outstanding stock options held by InfoSonics’ current executive officers.

Option Awards

Name

Grant Date Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Option
Exercise
Price
($)
Option
Expiration
Date

Joseph Ram

08/22/2011 (1) 15,000 0 $ 3.25 08/22/2018
12/10/2013 (2) 15,000 0 $ 3.65 12/10/2020
12/10/2014 (3) 15,000 0 $ 6.55 12/10/2021
12/03/2015 (4) 15,000 0 $ 7.65 12/03/2022

Vernon A. LoForti

08/22/2011 (1) 8,000 0 $ 3.25 08/22/2018
12/10/2013 (2) 10,000 0 $ 3.65 12/10/2020
12/10/2014 (3) 10,000 0 $ 6.55 12/10/2021
12/03/2015 (4) 10,000 0 $ 7.65 12/03/2022

(1) 1/24 th of the shares subject to the option vested and became exercisable on September 22, 2011 (one month from the date of grant), and 1/24 th of the shares subject to the option vested and became exercisable monthly thereafter until fully vested on August 22, 2013.
(2) 1/24 th of the shares subject to the option vested and became exercisable on January 10, 2014 (one month from the date of grant), and 1/24 th of the shares subject to the option vested and became exercisable monthly thereafter until fully vested on December 10, 2015.
(3) 1/24 th of the shares subject to the option vested and became exercisable on January 10, 2015 (one month from the date of grant), and 1/24 th of the shares subject to the option vests and becomes exercisable monthly thereafter until fully vested on December 10, 2016, subject in all cases to continued service to the Company.
(4) 1/24 th of the shares subject to the option vested and became exercisable on January 3, 2016 (one month from the date of grant), and 1/24 th of the shares subject to the option vests and becomes exercisable monthly thereafter until all fully vested on December 31, 2017.

Change in Control Provisions Under 2006 Equity Incentive Plan

Under the 2006 Equity Incentive Plan, unless the Compensation Committee determines otherwise at the time of grant with respect to a particular award, or unless otherwise provided in a written employment, services or other agreement with a participant, if a “change in control” or “reorganization event” occurs, outstanding awards will become fully and immediately exercisable, and all applicable deferral and restriction limitations or forfeiture provisions applicable to the awards will lapse, immediately before the change in control or reorganization event.

The Merger will constitute a “change in control” under the 2006 Equity Incentive Plan, but not a “reorganization event.” As a result, outstanding awards will become fully and immediately exercisable, and all applicable deferral and restriction limitations or forfeiture provisions applicable to the awards will lapse, immediately before the Merger, and the awards will remain outstanding thereafter in accordance with the terms of the 2006 Equity Incentive Plan and award documentation evidencing the awards. All of the outstanding awards held by the named executive officers under the 2006 Equity Incentive Plan are fully vested without regard to vesting acceleration provided in connection with the Merger.

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Change in Control Provisions Under 2015 Equity Incentive Plan

Under the 2015 Equity Incentive Plan, the Merger will not constitute a “change in control,” and all outstanding awards thereunder will remain outstanding in accordance with the terms of the 2015 Equity Incentive Plan and award documentation evidencing the awards.

Employment Agreements and Consulting Arrangements

Joseph Ram . Mr. Ram’s employment agreement provides for the payment of severance under certain conditions. If InfoSonics terminates his employment other than for “cause” or if Mr. Ram terminates his employment for “reasonable basis,” Mr. Ram is entitled to a severance payment equal to the greater of (i) 18 months of salary and (ii) the salary payable over 50% of the remaining term of the employment agreement, subject to Mr. Ram’s execution within 45 days of the termination date of a general release and waiver of claims against InfoSonics. If Mr. Ram voluntarily terminates his employment other than for “reasonable basis,” he is not entitled to receive a severance payment. Under the terms of the agreement, Mr. Ram is also subject to confidentiality and non-competition restrictions in favor of InfoSonics.

Under the employment agreement, the term “reasonable basis” generally means a material breach of the employment agreement by the Company that is not timely cured by the Company, a termination without “cause” during the term of the agreement, a reduction in Mr. Ram’s salary except to the extent that a majority of the other executive officers of the Company incur similar reductions, or a termination of employment within 12 months after a “change of control.”

The term “change of control” generally means any consolidation or merger in which the Company is not the continuing or surviving corporation, except where the holders of InfoSonics Common Stock immediately prior to the merger own a majority of the voting common stock of the surviving corporation immediately after the merger; a sale, lease, exchange or other transfer of all or substantially all the Company’s assets; stockholder approval of a liquidation or dissolution of the Company; the acquisition by any person or entity of a majority of the stock entitled to elect a majority of the directors of the Company; or a bankruptcy proceeding.

The term “cause” generally means engaging in or committing willful misconduct, gross negligence, theft, fraud or other illegal conduct; refusal or unwillingness to perform, or materially inadequate performance of the executive’s duties; breach of any applicable non-competition, confidentiality or other proprietary information or inventions agreement; inappropriate conflict of interest; insubordination; failure to follow the directions of the InfoSonics Board or any committee thereof; or indictment or conviction of any felony, or any entry of a plea of nolo contendere.

It is anticipated that Mr. Ram will become entitled to the severance payments under his employment agreement as a result of the Merger. Following the Merger, Mr. Ram is anticipated to execute a consulting agreement with InfoSonics, the terms of which are still under negotiation.

Vernon A. LoForti . Mr. LoForti’s employment agreement provides for the payment of severance under certain conditions. If InfoSonics terminates his employment other than for “cause” or if Mr. LoForti terminates his employment for “reasonable basis,” he will be entitled to receive severance payments equal to his base salary for nine months, conditioned upon the execution by Mr. LoForti within 45 days of the termination date of a general release and waiver of claims against the Company. If Mr. LoForti voluntarily terminates his employment other than for “reasonable basis,” he is not entitled to receive a severance payment. Under the terms of the agreement, Mr. LoForti is subject to confidentiality restrictions in favor of InfoSonics.

Under the employment agreement, the terms “reasonable basis”, “change of control” and “cause” generally have the same meanings as under the employment agreement with Mr. Ram described above (except that “reasonable basis” does not include a termination of employment within 12 months of a change of control under Mr. LoForti’s employment agreement).

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It is anticipated that Mr. LoForti will become entitled to the severance payments under his employment agreement as a result of the Merger. Following the Merger, Mr. LoForti is anticipated to execute a consulting agreement with InfoSonics, the terms of which are still under negotiation.

Quantification of Potential Payments to the Named Executive Officers in Connection with the Merger

In accordance with Item 402(t) of Regulation S-K, the table below sets forth the estimated amounts of compensation that is based on or otherwise relates to the Merger that will or may become payable to each of InfoSonics’ named executive officers (as identified in accordance with SEC regulations). The amounts indicated in the table below are estimates of the amounts that would be payable, assuming, solely for purposes of this table, and except as otherwise indicated below, that the Merger was completed on December 31, 2017, and that the employment of each of the named executive officers was terminated without cause on that date.

The estimated amounts below are based on multiple assumptions that may not actually occur or that may vary depending on the actual date the Merger is completed. Accordingly, the actual amounts to be received by a named executive officer in connection with the Merger may differ in material respects from the amounts set forth below. The disclosures in the table below and the accompanying footnotes should be read in conjunction with the narrative description of the compensation arrangements set forth above.

Golden Parachute Compensation

Name

Cash
($) (1)
Total
($)

Joseph Ram

$ 547,500 $ 547,500

Vernon A. LoForti

$ 153,750 $ 153,750

(1) For Messrs. Ram and LoForti, the amount in this column represents the severance they are each entitled to receive pursuant to their required resignation under the Merger Agreement and their current employment agreements, which provide that in the event of their termination of employment by the Company without cause, the Company will continue to pay as severance such employee’s base salary for a specified period. For Mr. Ram, such period is equal to the greater of 18 months or one-half the remaining term of his employment agreement. If the Merger closed on December 31, 2017, Mr. Ram would be entitled to 18 months of severance. For Mr. LoForti, such period is equal to nine months.

Restrictions on Sales of InfoSonics Common Stock Before and After the Merger and Voting Agreements

Voting Agreements of InfoSonics Stockholder. Concurrently with the execution of the Merger Agreement, Mr. Ram, a holder of approximately 22.75% of the InfoSonics Common Stock as of the date of the December 31, 2017, entered into a voting agreement, referred to as the “voting agreement,” pursuant to which such stockholder has, among other matters, agreed to support the Merger and the other transactions contemplated by the Merger.

Under the voting agreement, in addition to agreeing to vote in favor of approval of the Merger and the Merger Agreement and the transactions contemplated thereby, the stockholder party to the voting agreement has agreed to not transfer, sell, offer to sell, exchange, assign, pledge or otherwise dispose of or encumber any of the InfoSonics Common Stock held by them prior to the Merger becoming effective or a termination of the Merger Agreement, whichever occurs first, and that they will not assert or perfect any rights of appraisal or rights to dissent from the Merger.

InfoSonics Officers and Directors Post-Closing of the Merger

InfoSonics’ directors and executive officers are expected to resign concurrently with the completion of the Merger, other than Robert Picow. As described elsewhere in this proxy statement/prospectus, Robert Picow will be one member of the five-member reconstituted InfoSonics Board to be in place as of the closing of the Merger.

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Any new or continuing members of the InfoSonics Board will be entitled to certain indemnification benefits pursuant to our Articles of Incorporation. Furthermore, such new or continuing members of the InfoSonics Board will benefit from InfoSonics’ “director and officer” liability insurance. Other than Robert Picow, who pursuant to the Merger Agreement will serve on the InfoSonics Board following completion of the Merger, there are currently no agreements or arrangements, including with respect to compensation, regarding any of the directors or executive officers of InfoSonics remaining with the combined company following the completion of the Merger. In his role as a director of InfoSonics, Robert Picow will receive InfoSonics’ standard director compensation package, certain indemnification benefits pursuant to our Articles of Incorporation and will benefit from InfoSonics’ “director and officer” liability insurance. All new and continuing executive officers of InfoSonics will be entitled to certain health and welfare benefits which are currently made available by InfoSonics to all of its employees.

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THE INFOSONICS SPECIAL MEETING

Date, Time and Location

The Special Meeting of InfoSonics stockholders will be held on [●], 2018, at the offices of Perkins Coie LLP located at 11988 El Camino Real, Suite 350, San Diego, California 92130-2594, at [●], local time.

Purpose

At the Special Meeting, holders of InfoSonics Common Stock as of the record date will be asked to consider and vote upon the following proposals:

1. a proposal to approve the issuance of InfoSonics Common Stock, par value $0.001 per share, and InfoSonics Series A Convertible Preferred Stock, par value $0.001 per share, in connection with the Merger contemplated by Merger Agreement among InfoSonics, Cooltech and Merger Sub, and the corresponding change of control of InfoSonics, which proposal we refer to as the “Merger Proposal”;

2. a proposal to approve the issuance of InfoSonics Common Stock and warrants to purchase shares of InfoSonics Common Stock in a non-public offering in accordance with NASDAQ Listing Rule 5635, which proposal we refer to as the “Non-Public Offering Proposal”;

3. a proposal to approve the issuance of InfoSonics Common Stock upon the conversion of three year 0% convertible notes and the exercise of warrants to purchase shares of InfoSonics Common Stock in a non-public offering in accordance with NASDAQ Listing Rule 5635, which proposal we refer to as the “Non-Public Convertible Note Offering Proposal”;

4. a proposal to approve the amendment of the Company’s Articles of Incorporation to effect an increase in the authorized amount of InfoSonics Common Stock, from 40,000,000 shares of InfoSonics Common Stock, to 150,000,000 shares of InfoSonics Common Stock, which proposal we refer to as the “Authorized Shares Increase Proposal”;

5. a proposal to approve an amendment to the Company’s Articles of Incorporation to effect a reverse stock split of InfoSonics Common Stock, to the extent required to qualify for the NASDAQ new listing requirements, by a ratio of not less than one-for-two and not more than one-for-twenty at any time prior to April 30, 2018, with the exact ratio to be set at a whole number within this range by the InfoSonics Board in its sole discretion to comply with the applicable NASDAQ listing requirements, which proposal we refer to as the “Reverse Split Proposal”;

6. a proposal to elect four directors nominated by the Board of Directors, each to serve until the next annual meeting of stockholders or until a successor is elected and qualified, which proposal we refer to as the “Director Election Proposal”;

7. a proposal to approve, on a non-binding advisory basis, the compensation to be paid to InfoSonics’ named executive officers that is based on or otherwise relates to the Merger, which proposal we refer to as the “Executive Compensation Proposal”;

8. a proposal to adjourn the Special Meeting to a later date, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal or any of the other proposals, which proposal we refer to as the “Adjournment Proposal”; and

9. to transact such other business as may properly come before the Special Meeting or any adjournment of the Special Meeting.

The approval of the Merger Proposal and the Authorized Shares Increase Proposal by InfoSonics stockholders is a condition to the obligations of Cooltech and InfoSonics to complete the Merger. The approval of each of the Non-Public Offering Proposal, the Non-Public Convertible Note Offering Proposal, the Reverse

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Split Proposal, the Director Election Proposal, the Adjournment Proposal and the Executive Compensation Proposal are not conditions to the obligations of InfoSonics or Cooltech to complete the Merger.

InfoSonics will transact no other business at the Special Meeting, except for business properly brought before the Special Meeting or any adjournment or postponement.

Recommendation of the InfoSonics Board

The InfoSonics Board unanimously (with the exception of Mr. Ram, who abstained) (1) determined that the Merger Agreement and the transactions contemplated thereby are fair to and in the best interests of InfoSonics stockholders, (2) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, and (3) resolved to recommend adoption of the Merger Agreement by InfoSonics stockholders and all other proposals set forth herein, all upon the terms and subject to the conditions set forth therein.

Accordingly, the InfoSonics Board recommends that InfoSonics stockholders vote:

“ FOR ” Proposal 1 to approve the Merger Proposal;

“ FOR ” Proposal 2 to approve the Non-Public Offering Proposal;

“ FOR ” Proposal 3 to approve the Non-Public Convertible Note Offering Proposal

“ FOR ” Proposal 4 to approve the Authorized Shares Increase Proposal;

“ FOR ” Proposal 5 to approve the Reverse Split Proposal;

“ FOR ” each of the directors listed in Proposal 7;

“ FOR ” Proposal 7 to approve the Executive Compensation Proposal; and

“ FOR ” Proposal 8 to approve the Adjournment Proposal;

Record Date and Quorum

The InfoSonics Board has fixed the close of business on [●], 2018 as the record date. Stockholders of record as of the record date are entitled to notice of and to vote at the Special Meeting. As of the close of business on the record date, [●] shares of InfoSonics Common Stock were issued and outstanding. Each InfoSonics stockholder is entitled to one vote for each share of InfoSonics Common Stock held by such stockholder as of the record date. Holders of a majority of the outstanding shares of InfoSonics Common Stock entitled to vote as of the record date must be present in person or represented by proxy at the Special Meeting in order to have the required quorum for transacting business. Abstentions are counted as present for purposes of determining the presence or absence of a quorum for the transaction of business. “Broker non-votes” (which are shares represented by valid proxies received from a bank, broker or other nominee, that are not voted on a matter either because the bank, broker or nominee did not receive voting instructions from the beneficial owner or the bank, broker or nominee lacks discretionary authority to vote such shares) are counted for determining whether a quorum is present. If you sell or transfer your shares of InfoSonics common stock after the record date but before the Special Meeting, you will retain your right to vote such shares of InfoSonics Common Stock at the Special Meeting unless you have transferred these rights via proxy to the acquirer of your shares. You are urged to vote by completing, signing, dating and mailing the enclosed proxy card in the envelope provided, or by Internet or telephone by following the instructions on the enclosed proxy card. If your shares of InfoSonics Common Stock are held in the name of your broker, bank or other nominee, you should submit voting instructions to your broker, bank or other nominee. Please refer to the voting instruction card included in these proxy materials by your broker, bank or other nominee.

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Required Vote

The affirmative vote, in person or by proxy, of holders of a majority of InfoSonics Common Stock outstanding on the record date (assuming a quorum is present) is required to approve the Merger Proposal (Proposal 1), the Authorized Shares Increase Proposal (Proposal 4) and the Reverse Split Proposal (Proposal 5). The affirmative vote, in person or by proxy, of a plurality of votes cast (assuming a quorum is present) on the matter is required to elect directors under the Director Election Proposal (Proposal 6). The affirmative vote, in person or by proxy, of a majority of all votes cast (assuming a quorum is present) at the Special Meeting and entitled to vote on the matter is required to approve the Non-Public Offering Proposal (Proposal 2), the Non-Public Convertible Note Offering Proposal (Proposal 3), the Executive Compensation Proposal (Proposal 7), and the Adjournment Proposal (Proposal 8).

Votes may be cast in favor of, or against, each matter. You may also vote “ABSTAIN” with respect to any matter or “WITHHOLD” on the Director Election Proposal. With respect to the Merger Proposal (Proposal 1), the Authorized Shares Increase Proposal (Proposal 4) and the Reverse Split Proposal (Proposal 5), such abstentions will be treated as shares present in person or represented by proxy and entitled to vote on that matter and thus will have the same effect as votes against the proposals. With respect to the Director Election Proposal (Proposal 6), each of the four nominees receiving the most votes will be elected. Cumulative voting is not permitted in the election of directors. Brokers, banks or other agents do not have discretionary authority to vote on the election of directors, so if you do not instruct your broker, bank or agent to vote the shares, such shares will be treated as broker non-votes on this proposal and will have no effect on the voting outcome of this proposal. With respect to the approval of the Non-Public Offering Proposal (Proposal 2), the Non-Public Convertible Note Offering Proposal (Proposal 3), the Executive Compensation Proposal (Proposal 7), and the Adjournment Proposal (Proposal 8), if you vote to abstain, or if you fail to vote or fail to instruct your bank, broker, custodian or other record holder how to vote, it will have no effect on the voting outcome of these proposals.

If your shares of InfoSonics Common Stock are held by a broker, bank or other nominee, such broker, bank or other nominee is only entitled to vote your shares on routine matters, such as the ratification of the appointment of an independent registered public accounting firm, without instructions from you, the beneficial owner of those shares. Your broker, bank or other nominee is not entitled to vote shares held for a beneficial owner on non-routine matters, such as approval of the Merger Proposal, the Non-Public Offering Proposal, the Non-Public Convertible Note Offering Proposal, the Authorized Shares Increase Proposal, the Executive Compensation Proposal and the Adjournment Proposal. Consequently, if you do not give your broker, bank or other nominee specific instructions, your shares will not be voted at the Special Meeting. You are encouraged to provide instructions to your broker. This ensures your shares will be voted at the Special Meeting.

Failure to vote (whether by proxy or in person at the Special Meeting) will have the same effect as a vote against the Merger Proposal, the Authorized Shares Increase Proposal and the Reverse Split Proposal. Failing to vote (whether by proxy or in person at the Special Meeting) will have no effect on the outcome of the vote for the other proposals assuming a quorum is present.

Share Ownership and Voting by InfoSonics Directors and Executive Officers

As of the record date, the directors and executive officers of InfoSonics held and are entitled to vote, in the aggregate, approximately [●] % of the aggregate voting power of the outstanding shares of InfoSonics Common Stock.

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Voting of Shares

For Stockholders of Record:

In addition to voting in person at the Special Meeting, if your shares of InfoSonics Common Stock are held in your name by InfoSonics transfer agent as a stockholder of record, you, as an InfoSonics stockholder, may submit a proxy as follows:

By Internet. The web address and instructions for Internet proxy submission can be found on the enclosed proxy card. You will be required to provide your assigned control number located on the proxy card. Internet proxy submission via the web address indicated on the enclosed proxy card is available 24 hours a day. If you choose to submit your proxy by Internet, then you do not need to return the proxy card. To be valid, your Internet proxy must be received by 11:59 p.m. (U.S. Eastern Time) on the day preceding the Special Meeting.

By Telephone. The toll-free number for telephone proxy submission can be found on the enclosed proxy card. You will be required to provide your assigned control number located on the proxy card. Telephone proxy submission is available 24 hours a day. If you choose to submit your proxy by telephone, then you do not need to return the proxy card. To be valid, your telephone proxy must be received by 11:59 p.m. (U.S. Eastern Time) on the day preceding the Special Meeting.

By Mail. Mark the enclosed proxy card, sign and date it, and return it in the postage-paid envelope we have provided. To be valid, your proxy by mail must be received by 11:59 p.m. (U.S. Eastern Time) on the day preceding the Special Meeting.

InfoSonics requests that InfoSonics stockholders submit their proxies over the Internet, by telephone or by completing and signing the accompanying proxy and returning it to InfoSonics as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy is returned properly executed (including proper proxy submission by Internet or telephone), the shares of InfoSonics Common Stock represented by it will be voted at the Special Meeting in accordance with the instructions contained on the proxy card.

If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the InfoSonics Common Stock represented by your proxy will be voted “ FOR ” each proposal in accordance with the recommendation of the InfoSonics Board. Unless you check the box on your proxy card to withhold discretionary authority, the proxy holders may use their discretion to vote on the proposals relating to the Special Meeting.

If your shares of InfoSonics Common Stock are held in “street name” by a broker, bank or other nominee, you should check the voting form used by that firm to determine whether you may give voting instructions by telephone or the Internet and you should read the information in the section entitled “– Voting of Shares – For Beneficial Owners” below.

EVERY INFOSONICS STOCKHOLDER’S VOTE IS IMPORTANT. ACCORDINGLY, EACH INFOSONICS STOCKHOLDER SHOULD SUBMIT ITS PROXY VIA THE INTERNET OR BY TELEPHONE, OR SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD, WHETHER OR NOT THE STOCKHOLDER PLANS TO ATTEND THE SPECIAL MEETING IN PERSON.

For Beneficial Owners:

If your shares of InfoSonics Common Stock are held in “street name” by a broker, bank or other nominee, you have the right to direct your broker, bank or other nominee on how to vote your shares of InfoSonics Common Stock. Your broker, bank or other nominee, as applicable, may establish an earlier deadline by which you must provide instructions to it for how to vote your shares of InfoSonics Common Stock. You should read carefully the materials provided to you by your broker, bank or other nominee. Because a beneficial owner is not

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the stockholder of record, you may not vote these shares of InfoSonics Common Stock at the Special Meeting unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares of InfoSonics Common Stock giving you the right to vote such shares of InfoSonics Common Stock at the Special Meeting.

Revocation of Proxies

If you are a stockholder of record as of the record date, you may change your vote:

by delivering to InfoSonics (Attention: Corporate Secretary, 4435 Eastgate Mall, Suite 320, San Diego, California 92121), prior to your shares being voted at the Special Meeting, a later dated written notice of revocation or a later dated duly executed proxy card, or

by attending the Special Meeting and voting in person (although attendance at the Special Meeting will not, by itself, revoke a proxy).

A stockholder of record who has voted on the Internet or by telephone may also change his or her vote by subsequently making a timely and valid Internet or telephone vote.

If you are a beneficial owner of shares held in “street name” by a broker, bank or other nominee, you may revoke your proxy and vote your shares in person at the Special Meeting only in accordance with applicable rules and procedures as employed by such broker, bank or other nominee. If your shares are held in an account at a broker, bank or other nominee, you should contact your broker, bank or other nominee to change your vote.

Solicitation of Proxies; Costs of Solicitation

Your proxy is being solicited by the InfoSonics Board and Special Committee on behalf of InfoSonics. InfoSonics will bear the entire cost of proxy solicitation, including preparation, assembly, printing and mailing of the notice of Special Meeting, proxy card, this proxy statement/prospectus and any additional materials furnished to InfoSonics stockholders. Copies of these materials will be furnished to brokerage houses, fiduciaries, and custodians holding shares in their names that are beneficially owned by others to forward to those beneficial owners. In addition, InfoSonics may reimburse the costs of forwarding these materials to those beneficial owners.

Solicitation of proxies by mail may be supplemented by one or more of telephone, email, facsimile, or personal solicitation by InfoSonics directors, officers, or regular employees. No additional compensation will be paid for such services.

We have retained Georgeson LLC to assist in the solicitation of proxies. We expect to pay Georgeson LLC $15,000, plus reimbursement of reasonable expenses.

Tabulation of Votes

All votes will be tabulated by a representative of Computershare Trust Company, N.A., who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. A representative of InfoSonics will act as the inspector of election appointed for the special meeting.

Adjournments and Postponements

In addition to the Merger Proposal, the Non-Public Offering Proposal, the Authorized Shares Increase Proposal, the Reverse Split Proposal and the Executive Compensation Proposal, InfoSonics stockholders are being asked to approve the Adjournment Proposal, which will give the InfoSonics Board authority to adjourn the Special Meeting one or more times, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal, the Authorized Shares Increase Proposal or any other proposal set forth herein at the time of the Special Meeting.

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If the Adjournment Proposal is approved, the Special Meeting could be adjourned to any date. If the Special Meeting is adjourned, InfoSonics stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use. If you sign and return a proxy and do not indicate how you wish to vote on any proposal, your shares of InfoSonics Common Stock will be voted “ FOR ” the Adjournment Proposal.

If a quorum is not present or represented at the Special Meeting, then either (1) the chairman of the Special Meeting or (2) the InfoSonics stockholders entitled to vote at the Special Meeting, present in person or represented by proxy, shall have power to adjourn the meeting. Whether or not a quorum is present at the Special Meeting, the chairman of the Special Meeting shall have power to adjourn the Special Meeting from time to time to another time or place or means of remote communications, without notice other than announcement at the Special Meeting of the time and place, if any, and the means of remote communications, if any, by which InfoSonics stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting. When a Special Meeting is adjourned to another time and place, unless the InfoSonics bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place, if any, and the means of remote communications, if any, are announced at the Special Meeting at which the adjournment is taken. At the adjourned meeting, InfoSonics may transact any business that might have been transacted at the original Special Meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each InfoSonics stockholder of record entitled to vote at the meeting.

The chairman of the Special Meeting may adjourn the Special Meeting to, among other things, solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal or the Authorized Shares Increase Proposal, allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure to be disseminated to and reviewed by InfoSonics stockholders prior to the Special Meeting, or otherwise with the consent, or upon the request, of Cooltech.

The chairman of the Special Meeting may determine to adjourn the Special Meeting even if the Adjournment Proposal is not approved by InfoSonics stockholders.

Additionally, the InfoSonics Board, acting pursuant to a resolution adopted by a majority of the total number of authorized directors, whether or not there exist any vacancies in previously authorized directorships, has the right to cancel, postpone or reschedule a Special Meeting of the stockholders at any time, before or after the notice for such meeting has been sent to the stockholders.

Attending the Special Meeting

Only InfoSonics stockholders of record as of the close of business on the record date or their duly appointed proxies may attend the Special Meeting, or if your shares of InfoSonics Common Stock are held in “street name” by a broker, bank or other nominee and you bring evidence of beneficial ownership of those shares on the record date, such as a copy of your most recent account statement or similar evidence of ownership of InfoSonics Common Stock as of the record date, you may attend the Special Meeting. If your shares of InfoSonics Common Stock are held in “street name” by a broker, bank or other nominee and you wish to vote at the Special Meeting, you must also bring a proxy from the record holder (your broker, bank or other nominee) of the shares of InfoSonics Common Stock authorizing you to vote at the Special Meeting. All stockholders should bring photo identification (a driver’s license or passport is preferred), as you will also be asked to provide photo identification at the registration desk on the day of the Special Meeting or any adjournment or postponement of the Special Meeting. Everyone who attends the Special Meeting must abide by the rules for the conduct of the meeting. These rules will be printed on the meeting agenda. Even if you plan to attend the Special Meeting, we encourage you to vote by telephone, Internet or mail so your vote will be counted if you later decide not to (or are otherwise unable to) attend the Special Meeting. No cameras, recording equipment, other electronic devices, large bags or packages will be permitted in the Special Meeting. Stockholders will be admitted to the meeting room starting at [●] a.m., local time, and admission will be on a first-come, first-served basis.

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Assistance

If you need assistance in completing your proxy card, have questions about the Merger, the Special Meeting, or the proposals to be considered at the Special Meeting, need additional copies of this document or need to obtain proxy cards or other information related to the proxy solicitation, please contact InfoSonics’ Secretary, Vernon LoForti, at the following address and telephone number: 4435 Eastgate Mall, Suite 320, San Diego, California 92121, (858) 373-1675.

If you have any questions about the proxy materials or if you need assistance submitting your proxy or voting instructions or voting your shares or need additional copies of this document, you may also contact Georgeson LLC as set forth below:

Georgeson LLC

1290 Avenue of Americas

9th Floor

New York, NY 10104

Stockholders, Banks and Brokerage Firms Call Toll Free: (800) 733-6198

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PROPOSAL 1 – THE MERGER PROPOSAL

The InfoSonics Special Committee and the InfoSonics Board is asking InfoSonics stockholders to consider and vote upon a proposal to approve the issuance of InfoSonics Common Stock and InfoSonics Series A Convertible Preferred Stock pursuant to the Merger contemplated by the Merger Agreement, and the corresponding change of control of InfoSonics, which proposal we refer to as the “Merger Proposal.” The Merger Proposal is conditioned on the approval of the Authorized Shares Increase Proposal (Proposal 4) set forth herein.

The following summary describes certain material provisions of the Merger Agreement. This summary is not complete and is qualified in its entirety by reference to the Merger Agreement and the Amendments to the Merger Agreement, each of which is attached to this proxy statement/prospectus as Annex A , Annex B and Annex C , respectively, and incorporated into this proxy statement/prospectus by reference. We encourage you to read carefully the Merger Agreement (including the exhibits thereto) and the Amendments to the Merger Agreement in their entirety because this summary may not contain all the information about the Merger that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and the Amendments and not by this summary or any other information contained in this proxy statement/prospectus.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement is included to provide you with information regarding its terms. Factual disclosures about InfoSonics contained in this proxy statement/prospectus or in InfoSonics’ public reports filed with the SEC may supplement, update or modify the representations and warranties made by InfoSonics contained in the Merger Agreement. The representations, warranties and covenants made in the Merger Agreement by InfoSonics, Merger Sub and Cooltech were also qualified and subject to important limitations agreed to by InfoSonics, Merger Sub and Cooltech in negotiating the terms of the Merger Agreement and the disclosure schedules thereto. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the Merger Agreement may have the right not to consummate the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to reports and documents filed with the SEC and in some cases were qualified by the matters disclosed to Cooltech, InfoSonics and Merger Sub in connection with the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement/prospectus, may have changed since the date of the Merger Agreement, and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement/prospectus. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this proxy statement/prospectus and in InfoSonics’ filings with the SEC. See “Where You Can Find Additional Information” on page 194.

Effects of the Merger; Directors and Officers; Articles of Incorporation; Bylaws

The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, and in accordance with Nevada law, at the effective time of the Merger, Merger Sub will merge with and into Cooltech, with Cooltech surviving the Merger and continuing as a wholly owned subsidiary of InfoSonics. Cooltech, as a subsidiary of InfoSonics, is sometimes referred to in this proxy statement/prospectus as the “surviving corporation.”

The officers and directors of Cooltech immediately prior to the effective time of the Merger will be the initial officers and directors of the surviving corporation, to hold office until their respective successors are duly appointed or qualified or upon their earlier death, resignation or removal in accordance with the articles of

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incorporation and bylaws of the surviving corporation. At the effective time of the Merger, the certificate of incorporation of Cooltech as in effect immediately prior to the effective time of the Merger will be the certificate of incorporation of the surviving company and the bylaws of Cooltech as in effect immediately prior to the effective time of the Merger will be the bylaws of the surviving company.

Closing and Effective Time of the Merger

The closing of the Merger will take place no later than two business days after the satisfaction or waiver of all the closing conditions set forth in the Merger Agreement (as more fully described below under “– Conditions to the Merger”) (other than those conditions that by their nature are to be satisfied at the closing), or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as InfoSonics and Cooltech may mutually agree. The Merger will become effective at the time that the Articles of Merger is duly filed with the Secretary of State of the State of Nevada.

Treatment of Cooltech Capital Stock in the Merger

Common Stock and Series A Preferred Stock. At the effective time of the Merger, all shares of Cooltech common stock and Series A Preferred Stock (collectively, “Cooltech Stock”) will be converted into the right to receive an aggregate of 9,375,00 shares of InfoSonics Common Stock (which may include, on an “as converted” basis, a certain number of shares of InfoSonics Series A Convertible Preferred Stock (convertible on a share for share basis into InfoSonics Common Stock), at the election of any Cooltech shareholder who would own in excess of 4.99% of InfoSonics Common Stock) (collectively, the “Merger Consideration”). The Merger Consideration will be allocated as follows: (i) holders of an aggregate of 2,275,222 shares of Cooltech Stock issued between April 2017 and June 2017 in connection with Cooltech’s private placement (the “Private Placement Holders”) are entitled to receive, on a pro rata basis, an aggregate of 2,437,738 shares of InfoSonics Common Stock (or the equivalent, on an “as converted” basis, of InfoSonics Series A Convertible Preferred Stock) and (ii) holders of shares of Cooltech Stock, including shares of Cooltech’s outstanding shares of Series A Convertible Preferred Stock (calculated on an “as converted basis) that are not shares described in (i) above (the “Non-Private Placement Holders”), will be entitled to receive, on a pro rata basis, an aggregate of 6,937,262 shares of InfoSonics Common Stock (or the equivalent, on an “as converted” basis, of InfoSonics Series A Convertible Preferred Stock). The bifurcated allocation of the Merger Consideration is based on the total value of Cooltech Stock issued to each of the Private Placement Holders and Non-Private Placement Holders, respectively. In negotiating this structure, InfoSonics and Cooltech considered both the current value of Cooltech Stock and the original investment amounts of the Private Placement Holders and the Non-Private Placement Holders. InfoSonics and Cooltech ultimately agreed upon this allocation structure in an effort to compensate the Private Placement Holders for the reduction in the value of their original investment amounts while leaving the overall Merger Consideration unchanged. All such shares of Cooltech Stock will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and will thereafter represent only the right to receive consideration address above and the right to receive any dividends or distributions (as set forth in the Merger Agreement). These newly issued shares would represent approximately 68.8% of the shares of InfoSonics Common Stock after the effective time of the Merger (assuming that Cooltech stockholders purchased all shares and warrants issued by InfoSonics in the Public Offering and will purchase all shares and warrants issued by InfoSonics in the Private Placement, as defined and discussed herein).

Representations and Warranties

Many of the representations and warranties made by InfoSonics and Cooltech in the Merger Agreement are qualified by the absence of a material adverse effect on InfoSonics, Merger Sub or Cooltech, as applicable.

Representations and Warranties of InfoSonics

In the Merger Agreement, InfoSonics made a number of representations and warranties to Cooltech relating to, among other things:

• corporate existence and power;

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• corporate authorization;

• governmental authorization;

• non-contravention;

• capitalization;

• compliance with SEC rules and regulations;

• accuracy of information contained in the proxy statement/prospectus, other than any information supplied by or on behalf of Cooltech for inclusion therein;

• absence of certain changes or events since March 31, 2017;

• absence of undisclosed material liabilities;

• presentation of financial statements;

• compliance with laws and court orders;

• litigation;

• employee benefit plans; and

• the capital stock and business of Merger Sub.

Representations and Warranties of Cooltech

In the Merger Agreement, Cooltech made a number of representations and warranties to InfoSonics relating to, among other things:

• corporate existence and power;

• corporate authorization;

• governmental authorization;

• non-contravention;

• capitalization;

• its subsidiaries;

• presentation of financial statements;

• absence of certain changes or events since December 31, 2016;

• absence of undisclosed material liabilities;

• compliance with laws and court orders;

• foreign corrupt practices and international trade sanctions;

• license and permits;

• litigation;

• title to properties and absence of liens;

• intellectual property;

• customers and suppliers;

• taxes;

• employee benefit plans;

• labor matters;

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• environmental matters;

• material contracts;

• finder’s fees;

• antitakeover statutes;

• insurance; and

• related parties transactions.

Conduct of Business Pending the Merger

Except as expressly contemplated or permitted by the Merger Agreement, InfoSonics has agreed that, prior to the effective time of the Merger, subject to certain exceptions, and unless InfoSonics obtains the prior written consent of Cooltech, InfoSonics will not, nor will InfoSonics permits is subsidiaries to:

• amend its organizational documents;

• split, combine or reclassify any outstanding shares of its capital stock (other than the reverse split described in the Merger Agreement);

• declare, set aside or pay any dividend or other distribution (whether in cash, stock, property or any combination thereof) in respect of its capital stock, except for dividends by any of its wholly-owned subsidiaries;

• redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any securities of InfoSonics or any of its subsidiaries, except in connection with (A) the payment of the exercise price of a stock option, (B) tax withholding in connection with the exercise of a stock option or the vesting or settlement of a restricted share or restricted share unit or (C) repurchases of pursuant to InfoSonics’ existing stock repurchase plan;

• issue, deliver or sell, or authorize the issuance, delivery or sale of, any shares of any securities of InfoSonics or any of its subsidiaries, other than the issuance of (A) stock options or other equity compensation arrangements in the ordinary course of business consistent with past practices, including annual grants of restricted stock units to its employees (B) any shares of its capital stock upon the exercise of InfoSonics stock options or other equity compensation arrangements that are outstanding on the date of the Merger Agreement or issued in compliance with the preceding clause (A), in each case in accordance with the terms of those options or arrangements and (C) any securities of a subsidiary of InfoSonics to InfoSonics or any other subsidiary of InfoSonics;

• amend in any material respect any term of any securities of its or any of its subsidiaries (in each case, whether by merger, consolidation or otherwise);

• sell, lease or otherwise transfer, or create or incur any lien other than Permitted Liens (as defined in the Merger Agreement) on any of its assets, securities, properties, interests or businesses, other than (i) sales of inventory or obsolete equipment in the ordinary course of business consistent with past practice and (ii) sales of assets, securities, properties, interests or businesses with a sale price (including any related assumed indebtedness) that does not exceed $100,000 individually or $250,000 in the aggregate;

• make any loans, advances or capital contributions to, or investments in, any other person, other than in the ordinary course of business consistent with past practice;

• create, incur, assume, suffer to exist or otherwise be liable with respect to any indebtedness for borrowed money or guarantees thereof having an aggregate principal amount (together with all other indebtedness for borrowed money of InfoSonics) outstanding at any time greater than $250,000;

• change its methods of accounting, except as required by concurrent changes in U.S. GAAP or applicable law (as defined in the Merger Agreement) or in Regulation S-X of the 1934 Act, as agreed to by its independent public accountants;

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• make or change any material tax election, change any annual tax accounting period, adopt or change any material method of tax accounting, file any amended tax return, enter into any closing agreement, settle any material tax claim or assessment, surrender any right to claim a tax refund, offset or other reduction in tax liability, or consent to any extension or waiver of the limitations period applicable to any tax claim or assessment;

• except as required by applicable law, (A) increase the compensation payable or that could become payable by its to directors, officers or employees, (B) enter into or amend in any material respect, any existing employment, severance, retention or change in control agreement with any of its past or present officers or employees, (C) promote any officers or employees, except in connection with its regular compensation review cycle or as the result of the termination or resignation of any officer or employee, or (D) establish, adopt, enter into, amend, terminate, exercise any discretion under, or take any action that would accelerate rights under any of its employee plans or any plan, agreement, program, policy, trust, fund or other arrangement that would be such plan if it were in existence as of the date of the Merger Agreement, or make any contribution to any employee plan, other than contributions required by applicable law, the terms of such employee plan as in effect on the date of the Merger Agreement;

• pay or enter into a contract to pay any “stay bonus,” “closing bonus” or any other bonus or compensation in connection with the execution and delivery of the Merger Agreement or the transactions contemplated thereby;

• make any widespread communication with its employees or make any commitments to any employees regarding the compensation, benefits or other treatment they will receive in connection with the Merger, unless any such communications are consistent in all respects with prior directives or documentation approved by Cooltech (in which case, InfoSonics shall provide Cooltech with prior notice of and the opportunity to review and comment upon any such written or other formal or group communications);

• other than Merger Subsidiary, form any subsidiary, acquire any equity interest or other interest in any other entity or enter into any joint venture, partnership or similar arrangement;

• commence or settle any proceeding, except with respect to routine matters in the ordinary course of business; or

• hire or terminate any employee or independent contractor outside of the ordinary course of business or with annual aggregate compensation in excess of $100,000.

Except as expressly contemplated or permitted by the Merger Agreement, Cooltech has agreed that, prior to the effective time of the Merger, subject to certain exceptions, and unless Cooltech obtains the prior written consent of InfoSonics, Cooltech will not, nor will it permits its subsidiaries to:

• amend its organizational documents;

• split, combine or reclassify any shares of its capital stock;

• declare, set aside or pay any dividend or other distribution (whether in cash, stock, property or any combination thereof) in respect of its capital stock, except for dividends by any of its wholly-owned subsidiaries;

• redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any securities of Cooltech or any of its subsidiaries;

• sell, lease or otherwise transfer, or create or incur any lien other than Permitted Liens (as defined in the Merger Agreement) on any of its or its subsidiaries’ assets, securities, properties, interests or businesses, other than (i) sales of inventory or obsolete equipment in the ordinary course of business consistent with past practice and (ii) sales of assets, securities, properties, interests or businesses with a sale price (including any related assumed indebtedness) that does not exceed $100,000 individually or $250,000 in the aggregate;

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• make any loans, advances or capital contributions to, or investments in, any other person, other than in the ordinary course of business consistent with past practice;

• create, incur, assume, suffer to exist or otherwise be liable with respect to any indebtedness for borrowed money or guarantees thereof having an aggregate principal amount (together with all other indebtedness for borrowed money of Cooltech and its subsidiaries) outstanding at any time greater than $250,000;

• make or change any material tax election, change any annual tax accounting period, adopt or change any material method of tax accounting, file any amended tax return, enter into any closing agreement, settle any material tax claim or assessment, surrender any right to claim a tax refund, offset or other reduction in tax liability, or consent to any extension or waiver of the limitations period applicable to any tax claim or assessment;

• except as required by applicable law, (A) increase the compensation payable or that could become payable by its to directors, officers or employees, (B) enter into or amend in any material respect, any existing employment, severance, retention or change in control agreement with any of its past or present officers or employees, (C) promote any officers or employees, except in connection with its regular compensation review cycle or as the result of the termination or resignation of any officer or employee, or (D) establish, adopt, enter into, amend, terminate, exercise any discretion under, or take any action that would accelerate rights under any of its employee plans or any plan, agreement, program, policy, trust, fund or other arrangement that would be such plan if it were in existence as of the date of the Merger Agreement, or make any contribution to any employee plan, other than contributions required by applicable law, the terms of such employee plan as in effect on the date of the Merger Agreement;

• pay or enter into a contract to pay any “stay bonus,” “closing bonus” or any other bonus or compensation in connection with the execution and delivery of the Merger Agreement or the transactions contemplated thereby;

• make any widespread communication with its employees or make any commitments to any employees regarding the compensation, benefits or other treatment they will receive in connection with the Merger, unless any such communications are consistent in all respects with prior directives or documentation approved by Cooltech (in which case, InfoSonics shall provide Cooltech with prior notice of and the opportunity to review and comment upon any such written or other formal or group communications);

• form any subsidiary, acquire any equity interest or other interest in any other entity or enter into any joint venture, partnership or similar arrangement;

• commence or settle any proceeding, except with respect to routine matters in the ordinary course of business; or

• hire or terminate any employee or independent contractor outside of the ordinary course of business or with annual aggregate compensation in excess of $100,000.

Post-Merger Board of Directors

InfoSonics will take all appropriate action to appoint promptly at the effective time of the Merger, four Cooltech nominees and cause three directors of InfoSonics to resign, such that the InfoSonics Board is comprised of the individuals set forth below:

• Andrew DeFrancesco

• Mauricio Diaz

• Felipe Rezk

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• Aaron Serruya

• Robert Picow

Fees and Expenses

All fees and expenses incurred in connection with the transactions contemplated by the Merger Agreement will be the obligation of the party incurring such fees and expenses and InfoSonics may additionally use up to $1,000,000 of the proceeds from the Public Offering to pay any expenses owed by InfoSonics. InfoSonics also intends to use the $1 million in proceeds from the Note Private Placement to pay expenses owed by InfoSonics.

Conditions to the Merger

The Merger is subject to the satisfaction or waiver of various conditions, at or prior to the effective time, which include the following with respect to each party:

• InfoSonics stockholders shall have approved the Merger Proposal at the Special Meeting in accordance with the MGCL and the rules of the NASDAQ Stock Market;

• no Applicable Law (as defined in the Merger Agreement) shall prohibit the consummation of the Merger;

• a registration statement on Form S-4 shall have been declared effective and no stop order suspending the effectiveness of the registration statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC;

• the shares of InfoSonics Common Stock (including shares of InfoSonics Common Stock underlying InfoSonics Series A Convertible Preferred Stock) to be issued in the Merger shall have been approved for quotation on the NASDAQ Capital Market, subject to official notice of issuance;

• InfoSonics shall have filed the Series A Articles Supplementary and the amendment to InfoSonics’ Articles of Incorporation that increases the number of shares of InfoSonics Common Stock for issuance with the State Department of Assessments and Taxation of the State of Maryland;

• Cooltech shall have delivered evidence to InfoSonics of $2.5 million in Net Cash (as defined in the Merger Agreement);

• InfoSonics shall have entered into the Securities Purchase Agreements, and the documents for the Securities Purchase Agreements shall be in full force and effect;

• Cooltech and InfoSonics have received all deliverables required under the Merger Agreement; and

• not less than ten days prior to the date of the appointment of the Cooltech nominees to the InfoSonics Board, InfoSonics will have filed Form 14F-1 with the SEC.

InfoSonics and Merger Sub are not obligated to effect the Merger unless the following conditions are satisfied or waived, at or prior to the effective time:

• Cooltech shall have performed in all material respects all of its obligations under the Merger Agreement required to be performed by it at or prior to the effective time;

• the representations and warranties of Cooltech contained in the Merger Agreement or in any certificate or other writing delivered by Cooltech pursuant thereto (subject to materiality and material adverse effect qualifications with respect to Cooltech contained therein) shall be true at and as of the effective time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect with respect to Cooltech;

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• InfoSonics shall have received a certificate signed by an executive officer of Cooltech certifying as to the satisfaction of the requirements set forth in the preceding paragraph;

• there shall not be in effect any restraining order, preliminary or permanent injunction or other similar order by any governmental authority and there shall not have been instituted or pending any action or proceeding by any governmental authority, in any such case (i) prohibiting, challenging or seeking to make illegal or otherwise directly or indirectly seeking to restrain or prohibit the consummation of the Merger, (ii) seeking to restrain or prohibit InfoSonics’, Merger Sub’s or any of InfoSonics’ other affiliates’ (A) ability effectively to exercise full rights of ownership of the stock of Cooltech after the Merger, including the right to vote any shares of Cooltech Common Stock acquired or owned by InfoSonics, Merger Sub or any of InfoSonics’ other affiliates following the effective time on all matters properly presented to Cooltech’s shareholders, or (B) ownership or operation (or that of its respective subsidiaries or affiliates) of all or any material portion of the business or assets of Cooltech and its subsidiaries, taken as a whole, or of InfoSonics and its subsidiaries, taken as a whole or (iii) seeking to compel InfoSonics or any of its subsidiaries or affiliates to dispose of or hold separate all or any material portion of the business or assets of Cooltech and its subsidiaries, taken as a whole, or of InfoSonics and its subsidiaries, taken as a whole;

• there shall not have occurred any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect with respect to Cooltech; and

• Cooltech’s acquisition of OneClick International, LLC and OneClick License, LLC and each company’s subsidiaries shall be complete and the acquisition agreement related thereto shall be in full force and effect.

Additionally, Cooltech is not obligated to effect the Merger unless the following conditions are satisfied or waived, at or prior to the effective time:

• each of InfoSonics and Merger Sub shall have performed in all material respects all of its obligations under the Merger Agreement required to be performed;

• the representations and warranties of InfoSonics and Merger Sub contained in the Merger Agreement or in any certificate or other writing delivered by InfoSonics or Merger Sub pursuant thereto (subject to materiality and material adverse effect qualifications with respect to InfoSonics contained therein) shall be true at the effective time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect with respect to InfoSonics;

• Cooltech shall have received a certificate signed by an executive officer of InfoSonics certifying as to the satisfaction of the requirements set forth in the preceding paragraph; and

• there shall not have occurred any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect with respect to InfoSonics.

Neither InfoSonics nor Cooltech can give any assurance that all of the conditions of the Merger will be either satisfied or waived or that the Merger will occur.

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Definition of “Material Adverse Effect”

Under the Merger Agreement, a “material adverse effect” means, with respect to such entity, a material adverse effect on (i) the condition (financial or otherwise), business, liabilities, assets or results of operations of the entity and its subsidiaries, taken as a whole or (ii) such entity’s ability to consummate the transactions contemplated by the Merger Agreement, excluding, with respect to clause (i), any effect resulting from

• changes in the financial or securities markets or general economic or political conditions in the United States or any other country or region not having a materially disproportionate effect on such entity and its subsidiaries, taken as a whole, relative to other participants in the industry in which such entity and its subsidiaries operate;

• changes (including changes of applicable law or U.S. GAAP) or conditions generally affecting the industry in which such entity and its subsidiaries operate and not specifically relating to or having a materially disproportionate effect on such entity and its subsidiaries, taken as a whole;

• acts of war, sabotage or terrorism (or any escalation with respect thereto) or natural disasters involving the United States of America or any other country or region not having a materially disproportionate effect on such entity and its subsidiaries, taken as a whole, relative to other participants in the industry in which such entity and its subsidiaries operate;

• the announcement, pendency or consummation of the transactions contemplated by the Merger Agreement;

• any failure by such entity and its subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period (it being understood that this clause shall not prevent a party from asserting that any fact, change, event, occurrence or effect that may have contributed to such failure independently constitutes or contributes to a material adverse effect);

• any action taken (or omitted to be taken) by such entity at the written request or with the written consent of the other party; or

• any action taken by the entity or any of its subsidiaries that is expressly required by the Merger Agreement;

Securities Purchase Agreements

As described above, the obligations of each party to consummate the Merger Agreement is subject to the completion of the transactions contemplated by the Securities Purchase Agreements.

Termination of the Merger Agreement

In general, the Merger Agreement may be terminated at any time prior to the effective time of the Merger, whether before or after the approval of Merger Proposal by InfoSonics stockholders, in the following ways:

• by mutual written consent of InfoSonics and Cooltech;

• by either InfoSonics or Cooltech if:

• the Merger has not been consummated on or before March 14, 2018; provided, that this right to terminate the Merger Agreement shall not be available to any party whose breach of any provision of the Merger Agreement results in the failure of the Merger to be consummated on or before March 14, 2018;

• there shall be any Applicable Law (as defined in the Merger Agreement) that (A) makes consummation of the Merger illegal or otherwise prohibited or (B) enjoins Cooltech or InfoSonics from consummating the Merger and such injunction shall have become final and nonappealable; or

• at the Special Meeting (including any adjournment or postponement thereof), the approval by the stockholders of InfoSonics shall not have been obtained.

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• by Cooltech if:

• an Adverse Recommendation Change (as defined in the Merger Agreement) shall have occurred or the InfoSonics Special Committee shall have failed to reaffirm the Special Committee Recommendation (as defined in the Merger Agreement) as promptly as practicable (but in any event within five (5) business days) after receipt of any written request to do so from Cooltech; or

• a breach of any representation or warranty or failure to perform any covenant or agreement on the part of InfoSonics set forth in the Merger Agreement shall have occurred that would cause the condition set forth therein not to be satisfied, and such condition is incapable of being satisfied by March 14, 2018.

• by InfoSonics if:

• a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Cooltech set forth in the Merger Agreement shall have occurred that would cause the condition set forth in the Merger Agreement not to be satisfied, and such condition is incapable of being satisfied by March 14, 2018; or

• prior to the effective time, InfoSonics receives a Superior Acquisition Proposal (as defined in the Merger Agreement) provided that InfoSonics has complied with its obligations set forth in the Merger Agreement and the InfoSonics Special Committee has made an Adverse Recommendation Change (as defined in the Merger Agreement) with respect to such Superior Acquisition Proposal; or

• Cooltech has not complied with its obligations concerning the transactions contemplated by the Securities Purchase Agreements.

Effect of Termination of the Merger Agreement

If the Merger Agreement is terminated, the Merger Agreement will become null and void and there will be no liability on the part of InfoSonics or Cooltech or their respective directors, officers and affiliates, except that the parties may have liability with respect to fees and expenses as provided in the Merger Agreement.

Any provisions in the Merger Agreement relating to representation and warranties regarding director and officer liability, stock exchange listing, certain employee matters, the binding effect of the Merger Agreement and its benefits, assignment, governing law and jurisdiction will survive any termination of the Merger Agreement.

Consequences If Not Approved

InfoSonics has invested significant time and incurred, and expects to continue to incur, significant expenses related to the proposed Merger. If the Merger Proposal is not approved by InfoSonics stockholders, or the Merger otherwise does not close, the InfoSonics Board will continue to evaluate and review our business operations and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance stockholder value. See “The Merger – Effect on InfoSonics if the Merger is Not Completed” on page 39.

Vote Required

Approval of the Merger requires the affirmative vote of the holders of a majority of InfoSonics Common Stock outstanding on the record date (assuming a quorum is present in person or by proxy). If you fail to vote or fail to instruct your bank, broker, custodian or other record holder how to vote, it will have the same effect as voting against the Merger Proposal.

THE INFOSONICS SPECIAL COMMITTEE AND THE INFOSONICS BOARD UNANIMOUSLY RECOMMEND THAT YOU VOTE “FOR” THE MERGER PROPOSAL.

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PROPOSAL 2 – THE NON-PUBLIC OFFERING PROPOSAL

The Proposal

InfoSonics Common Stock is currently listed on the NASDAQ Capital Market and we are subject to the listing rules of the NASDAQ Stock Market. NASDAQ Listing Rule 5635(d) requires us to obtain stockholder approval prior to the issuance of InfoSonics Common Stock in connection with certain non-public offerings involving the sale, issuance or potential issuance by InfoSonics of InfoSonics Common Stock (and/or securities convertible into or exercisable for InfoSonics Common Stock) equal to 20% or more of the InfoSonics Common Stock outstanding before the issuance. Shares of InfoSonics Common Stock issuable upon the exercise or conversion of warrants, options, debt instruments, preferred stock or other equity securities issued or granted in such non-public offerings will be considered shares issued in such a transaction in determining whether the 20% limit has been reached, except in certain circumstances such as issuing warrants that are not exercisable for a minimum of six months and have an exercise price that exceeds market value.

Pursuant to the Merger Agreement, the obligations of InfoSonics, Merger Sub and Cooltech to consummate the Merger are subject to the satisfaction of various conditions, including the completion of the transactions contemplated by the Securities Purchase Agreements. Pursuant to a securities purchase agreement dated as of August 3, 2017, InfoSonics agreed to sell 4,375,000 shares of InfoSonics Common Stock at a purchase price of $0.40 per share (for an aggregate purchase price of $1,750,000) and warrants to purchase 4,375,000 shares of InfoSonics Common Stock at an exercise price of $0.484 per share, pursuant to a private placement exempt from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder (the “Private Placement”). Due to the one-for-five reverse stock split effected on October 10, 2017, the amount of InfoSonics Common Stock and warrants to purchase InfoSonics Common Stock has been adjusted from 4,375,000 to 875,000 and the purchase price of the warrants from $0.40 to $2.00. We are seeking stockholder approval for the issuance of shares of InfoSonics Common Stock in the Private Placement.

The issuance of shares of InfoSonics Common Stock in accordance with the Private Placement would dilute, and thereby reduce, each existing stockholder’s proportionate ownership in InfoSonics Common Stock. The stockholders do not have preemptive rights to subscribe for additional shares that may be issued by InfoSonics in order to maintain their proportionate ownership of InfoSonics Common Stock.

The securities to be issued in the Private Placement may be sold at a price that is lower than the current book value and market price of the securities.

Assuming a quorum is present at the Special Meeting, approval of Private Placement requires the affirmative vote of a majority of the total votes cast on this matter, in accordance with NASDAQ Listing Rule 5635(e)(4).

Proposed Private Placement

Pursuant to the securities purchase agreement, prior to the closing of the Merger, InfoSonics and Cooltech will have in escrow for the surviving company the proceeds received pursuant to the Private Placement of InfoSonics Common Stock, such proceeds being obtained solely from accredited investors in compliance with the exemption from registration provided by Section 4(a)(2) of the Securities Act or Rule 505 of Regulation D thereunder. The closing of the Private Placement will be subject to approval by our stockholders in accordance with Rule 5635(d) of the NASDAQ Listing Rules (as further discussed below).

Upon the approval of this Proposal 2, our stockholders will have agreed to the closing of the transactions contemplated under the Private Placement, including the issuance of in excess of 20% of InfoSonics’ issued and outstanding InfoSonics Common Stock, consisting of 875,000 shares of InfoSonics Common Stock and warrants to purchase 875,000 shares of InfoSonics Common Stock, subject to adjustment pursuant to the terms of the securities purchase agreement.

The InfoSonics Common Stock and warrants will be sold to accredited investors affiliated with Cooltech at a purchase price of $2.00 per share. Each warrant issued in the Private Placement will allow the holder to

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purchase up to a number of shares of InfoSonics Common Stock equal to 100% of the InfoSonics Common Stock purchased by the purchaser at an exercise price equal to $2.42 per share, subject to adjustment as provided in the securities purchase agreement. The warrants will be exercisable commencing six months from the closing date of the securities purchase agreement and have a term of exercise equal to three years from the initial exercise date. Net proceeds of the sale of the InfoSonics Common Stock will be available to the surviving company in the Merger upon the effective time of the Merger. Descriptions of the InfoSonics Common Stock and the anti-takeover effects applicable to InfoSonics pursuant to the MGCL and InfoSonics’ Articles of Incorporation and Bylaws are set forth in this proxy statement/prospectus above. See “Market Price and Dividend Data – Market Price of InfoSonics Common Stock” beginning on page 36 and “Comparison of Stockholder Rights – Anti-Takeover Measures” beginning on page 183.

Under NASDAQ Listing Rule 5635, we may not issue securities representing more than 19.99% of the outstanding InfoSonics Common Stock prior to stockholder approval. If we do not obtain stockholder approval for this Proposal 2, the Merger may not close, since the Private Placement and resulting issuance of InfoSonics Common Stock is a condition to each party’s obligation to consummate the transactions contemplated by the Merger Agreement. If the Merger is not consummated, we will not consummate this Private Placement.

Vote Required

Approval of the Non-Public Offering Proposal requires the affirmative vote of a majority of all votes cast (assuming a quorum is present in person or by proxy) on each proposal. If you vote to abstain, or if you fail to vote or fail to instruct your bank, broker, custodian or other record holder how to vote, it will have no effect on the voting outcome of the Non-Public Offering Proposal.

THE INFOSONICS BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE NON-PUBLIC OFFERING PROPOSAL.

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PROPOSAL 3 – THE NON-PUBLIC CONVERTIBLE NOTE OFFERING PROPOSAL

The Proposal

InfoSonics Common Stock is currently listed on the NASDAQ Capital Market and we are subject to the listing rules of the NASDAQ Stock Market. NASDAQ Listing Rule 5635(d) requires us to obtain stockholder approval prior to the issuance of InfoSonics Common Stock in connection with certain non-public offerings involving the sale, issuance or potential issuance by InfoSonics of InfoSonics Common Stock (and/or securities convertible into or exercisable for InfoSonics Common Stock) equal to 20% or more of the InfoSonics Common Stock outstanding before the issuance. Shares of InfoSonics Common Stock issuable upon the exercise or conversion of warrants, options, debt instruments, preferred stock or other equity securities issued or granted in such non-public offerings will be considered shares issued in such a transaction in determining whether the 20% limit has been reached, except in certain circumstances such as issuing warrants that are not exercisable for a minimum of six months and have an exercise price that exceeds market value.

Pursuant to a Securities Purchase Agreement to be dated on or before January 19, 2018, in exchange for $1 million in consideration InfoSonics will issue to certain investors three year 0% convertible notes and warrants to purchase shares of InfoSonics Common Stock (the “Note Private Placement”). The notes and warrants will be issued pursuant to a private placement exempt from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder. We are seeking stockholder approval for the issuance of shares of InfoSonics Common Stock underlying the notes and warrants issued in the Note Private Placement.

The issuance of shares of InfoSonics Common Stock in accordance with the Note Private Placement would dilute, and thereby reduce, each existing stockholder’s proportionate ownership in InfoSonics Common Stock. The stockholders do not have preemptive rights to subscribe for additional shares that may be issued by InfoSonics in order to maintain their proportionate ownership of InfoSonics Common Stock.

The Common Stock underlying the notes and warrants to be issued in the Note Private Placement is convertible or exercisable at a price per share that is lower than that book value of the Common Stock at September 30, 2017 and at the time of conversion or exercise such conversion or exercise price may be lower than the market price of the securities.

Assuming a quorum is present at the Special Meeting, approval of the Note Private Placement requires the affirmative vote of a majority of the total votes cast on this matter, in accordance with NASDAQ Listing Rule 5635(e)(4).

Proposed Private Placement

We intend to enter into a Securities Purchase Agreement (the “SPA”) on or before January 19, 2018 with certain investors affiliated with Cooltech relating to the sale of $1 million of three year 0% convertible notes and warrants to purchase shares of InfoSonics Common Stock (the “Note Private Placement”). The notes will be convertible into shares of InfoSonics Common Stock at a conversion price of 105% of the closing price on NASDAQ of InfoSonics Common Stock on the day prior to the execution of the SPA and the warrant exercise price will be 110% of such closing price. Assuming the Closing price of InfoSonics Common Stock on January 16, 2018, the notes would be convertible into 574,713 shares and the warrants would be exercisable for an aggregate of 574,713 shares at an exercise price of $1.83 per share. The notes and warrants were issued pursuant to a private placement exempt from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder. We are seeking stockholder approval for the issuance of shares of InfoSonics Common Stock underlying the notes and warrants issued in the Note Private Placement. The notes and warrants contain a provision that prevents their convertibility or exercise if such conversion or exercise would result in the issuance by InfoSonics of over 19.9% of its Common Stock when aggregated with the

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Common Stock issued in the Public Offering. The conversion or exercise of the notes and warrants in excess of 19.9% of outstanding InfoSonics Common Stock will be subject to approval by our stockholders in accordance with Rule 5635(d) of the NASDAQ Listing Rules (as further discussed in Proposal 3 below).

The Company will use the proceeds from the notes and warrants to pay Company expenses related to the Merger and for general corporate purposes. 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 the date of issuance and have a term of exercise equal to three years. Descriptions of the InfoSonics Common Stock and the anti-takeover effects applicable to InfoSonics pursuant to the MGCL and InfoSonics’ Articles of Incorporation and Bylaws are set forth in this proxy statement/prospectus above. See “Market Price and Dividend Data – Market Price of InfoSonics Common Stock” beginning on page 36 and “Comparison of Stockholder Rights – Anti-Takeover Measures” beginning on page 183.

Under NASDAQ Listing Rule 5635, we may not issue securities representing more than 19.9% of the outstanding InfoSonics Common Stock prior to stockholder approval. If we do not obtain stockholder approval for this Proposal 3 at the Special Meeting the notes and warrants issued in the Note Private Placement will not be convertible or exercisable in excess of 19.9% of the outstanding InfoSonics Common Stock and we will be required to resubmit this proposal at least every 120 days. In certain circumstances, we may also be subject to certain liquidated damages of up to 1% of the aggregate value of the Notes for each month in which we fail to obtain stockholder approval up to an aggregate of 12%. Our requirement to obtain stockholder approval for the Note Private Placement is not contingent on the consummation of the Merger.

Vote Required

Approval of the Non-Public Convertible Note Offering Proposal requires the affirmative vote of a majority of all votes cast (assuming a quorum is present in person or by proxy) on each proposal. If you vote to abstain, or if you fail to vote or fail to instruct your bank, broker, custodian or other record holder how to vote, it will have no effect on the voting outcome of the Non-Public Offering Proposal.

THE INFOSONICS BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE

NON-PUBLIC CONVERTIBLE NOTE OFFERING PROPOSAL.

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PROPOSAL 4 – THE AUTHORIZED SHARES INCREASE PROPOSAL

The Proposal

InfoSonics’ Articles of Incorporation authorizes the issuance of 40,000,000 shares of InfoSonics Common Stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. On September 12, 2017, the InfoSonics Board declared advisable the amendment of the Articles of Incorporation to increase the authorized number of shares of InfoSonics Common Stock to 150,000,000 shares of InfoSonics Common Stock, par value $0.001 per share, subject to stockholder approval.

Purpose and Effect of the Amendment

InfoSonics currently has 40,000,000 authorized shares of InfoSonics Common Stock and 10,000,000 shares of preferred stock. As of December 31, 2017, InfoSonics had 3,378,280 shares of InfoSonics Common Stock issued and outstanding and no shares of preferred stock issued and outstanding.

As a result of the expected issuance of InfoSonics Common Stock to Cooltech stockholders pursuant to the Merger, the Private Placement described in Proposal 2 and the Note Private Placement described in Proposal 3, an increase in our authorized stock is necessary in order to have sufficient additional authorized but unissued shares of InfoSonics Common Stock available to provide flexibility for corporate action in the future. Except in connection with the shares to be issued as contemplated by the Merger Agreement, Private Placement, and the Note Private Placement the Company currently has no arrangements or understandings for the issuance of additional shares of InfoSonics Common Stock or preferred stock. If this proposal is approved, all or any of the authorized shares may be issued without first offering those shares to the stockholders for subscription. The issuance of shares other than on a pro-rata basis to all stockholders would reduce the proportionate interest in InfoSonics of each share.

The increase in the authorized number of shares of InfoSonics Common Stock could have an anti-takeover effect. If the InfoSonics Board desires to issue additional shares in the future, such issuance could dilute the voting power of a person seeking control of the Company, thereby deterring or rendering more difficult a merger, tender offer, proxy contest or an extraordinary corporate transaction opposed by the Company. We currently have no plan to issue newly authorized shares of InfoSonics Common Stock or adopt other anti-takeover proposals intended to discourage third parties from attempting to take over the Company. Stockholders nevertheless should be aware that increasing the number of authorized shares of InfoSonics Common Stock could facilitate InfoSonics’ ability to deter or prevent changes of control in the future and any issuance of newly authorized shares of InfoSonics Common Stock, regardless of the intent, could have an anti-takeover effect.

The increase of our authorized shares of common stock is not being proposed in response to any effort of which we are aware to accumulate shares of common stock or obtain control of InfoSonics. While it is possible that our management could use the increase of authorized shares of common stock to resist or frustrate a third-party transaction providing an above-market premium that is favored by a majority of stockholders, we do not intend to construct or enable any anti-takeover defense or mechanism on behalf of InfoSonics. We have no intent or plans to employ the increase of our authorized shares of common stock as an anti-takeover device and do not have any plans or proposals to adopt any other provisions or enter into other arrangements that may have material anti-takeover consequences.

In addition to the increase of our authorized shares of common stock, provisions of our governing documents and applicable provisions of Maryland law may also have anti-takeover effects, making it more difficult for or preventing a third-party from acquiring control of InfoSonics or changing our board and management. These provisions may also have the effect of deterring hostile takeovers or delaying changes in InfoSonics’ control or in our management. See “Comparison of Stockholder Rights – Anti-Takeover Measures” beginning on page 183.

A copy of the proposed Articles of Amendment is attached hereto as Annex E . The Articles of Amendment will become effective upon filing with the State Department of Assessments and Taxation of the State of

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Maryland as required by the MGCL if filed by InfoSonics, which will only happen if this Proposal 4 (the Authorized Shares Increase Proposal) is approved. Furthermore, the closing of the Merger is conditioned on the completion of this Proposal 4. If this Proposal is not approved, we may not have enough authorized shares to complete the Merger and the transactions contemplated by the Merger Agreement.

Vote Required

Approval of the Authorized Shares Increase Proposal requires the affirmative vote of the holders of a majority of InfoSonics Common Stock outstanding on the record date (assuming a quorum is present in person or by proxy). If you fail to vote or fail to instruct your bank, broker, custodian or other record holder how to vote, it will have the same effect as voting against the Authorized Shares Increase Proposal.

THE INFOSONICS BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE AUTHORIZED SHARES INCREASE PROPOSAL.

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PROPOSAL 5 – REVERSE SPLIT PROPOSAL

Overview

The InfoSonics Board is asking InfoSonics stockholders to vote on a proposal to approve an amendment to the Company’s Articles of Incorporation to effect a reverse stock split of InfoSonics Common Stock, to the extent required to qualify for the NASDAQ new listing requirements, by a ratio of not less than one-for-two and not more than one-for-twenty at any time prior to April 30, 2018, with the exact ratio to be set at a whole number within this range by the InfoSonics Board in its sole discretion to comply with the applicable NASDAQ listing requirements. On September 12, 2017, in connection with the Merger, the InfoSonics Board adopted resolutions declaring that amending the Company’s Articles of Incorporation to effect a reverse stock split of InfoSonics Common Stock is advisable, subject to stockholder approval. Accordingly, stockholders are asked to approve a proposal to amend the Company’s Articles of Incorporation to effect a reverse stock split consistent with such terms and to grant authorization to the InfoSonics Board to determine, in its sole discretion, whether to implement the reverse stock split, as well as its specific timing and ratio.

The InfoSonics Board strongly believes that the reverse stock split is necessary for the following reasons:

1. To qualify as a new listing on the NASDAQ Capital Market; and

2. To provide us with resources and flexibility, with respect to our capital, sufficient to execute our business plans and strategy, and improve the marketability and liquidity of our common stock.

If approved by our stockholders, the reverse stock split proposal will permit the InfoSonics Board to have the sole authority to elect, at any time on or prior to April 30, 2018, and without the need for any further action on the part of our stockholders: (i) whether or not to effect a reverse stock split; and (ii) if so, the number of whole shares of InfoSonics Common Stock, between and including two and twenty, which will be combined into one share of InfoSonics Common Stock. Notwithstanding approval of the reverse stock split by the stockholders, the InfoSonics Board may, in its sole discretion, abandon the proposed amendment and determine not to effect the reverse stock split. If the InfoSonics Board does not implement a reverse stock split on or prior to April 30, 2018, stockholder approval may be required prior to implementing a reverse stock split with a ratio ranging from not less than one-for-two and not more than one-for-twenty. If the Merger is not consummated, we will not effect this reverse stock split.

In determining which reverse stock split ratio to implement, if any, following receipt of stockholder approval, the InfoSonics Board may consider, among other things, various factors, such as:

• the historical trading price and trading volume of our common stock;

• the then-prevailing trading price and trading volume of our common stock and the expected impact of the reverse stock split on the trading market for our common stock in the short- and long-term;

• our ability to continue our listing on the NASDAQ Capital Market;

• which reverse stock split ratio would result in the least administrative cost to us; and

• prevailing general market and economic conditions.

Failure to approve the amendment could have serious, adverse effects on the Company and its stockholders. NASDAQ Listing Rule 5110(a) requires that because the Merger with Cooltech (a non-NASDAQ entity) will result in a change of control, we must submit an initial listing application for the post-Merger entity, which will require us to comply with a higher minimum bid price requirement of $4.00 per share and necessitate a larger or additional reverse stock split. If our common stock were to be delisted from the NASDAQ Capital Market, trading of our common stock most likely would be conducted in the over-the-counter market on an electronic bulletin board established for unlisted securities such as OTC Pink, OTCQX, OTCQB or the OTC Bulletin Board. Such trading would reduce the market liquidity of our common stock. As a result, an investor would find it more difficult to dispose of, or obtain accurate quotations for the price of, our common stock, thereby negatively impacting the share price of our common stock. If the NASDAQ Capital Market delists our common

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stock, our shares may then trade on the OTC Bulletin Board or other small trading markets, such as the pink sheets. In that event, our common stock could trade thinly as a microcap or penny stock, adversely decrease to nominal levels of trading and become avoided by retail and institutional investors, resulting in the impaired liquidity of our shares. Furthermore, without a reasonable number of authorized shares available for issuance, we may be unable to raise additional capital, establish strategic relationships with other companies or expand our business through acquisitions.

Under Section 2-309 of the Maryland General Corporation Law, a Maryland corporation can conduct a reverse stock split by combining issued shares into a smaller number with a corresponding increase in the par value per share, which does not require stockholder approval, so long as the split is (i) effected by a corporation with a class of equity securities registered under the Exchange Act; (ii) approved by a majority of the board; and (iii) the ratio is not more than a 1-for-10. We are seeking stockholder approval for this reverse stock split in case a greater than one-for-ten reverse stock split is necessary in order to qualify for the NASDAQ new listing requirements.

Reasons for the Reverse Stock Split

To comply with the requirements for a new NASDAQ listing application

Following the Merger, to continue our listing on the NASDAQ Capital Market, we must comply with NASDAQ Listing Rules for an initial listing, which requirements include a minimum bid price of $4.00 per share, due to the Merger as further discussed below. On May 3, 2016, we received a NASDAQ staff deficiency letter indicating that, for the prior thirty consecutive business days, the bid price for our common stock had closed below the minimum $1.00 per share requirement for continued listing on the NASDAQ Capital Market under NASDAQ Listing Rule 5550(a)(2). In accordance with NASDAQ Listing Rule 5810(c)(3)(A), we were provided an initial period of 180 calendar days, or until October 31, 2016, to regain compliance. The letter stated that the NASDAQ staff would provide written notification that we had achieved compliance with Rule 5550(a)(2) if at any time before October 31, 2016, the bid price of our common stock closed at $1.00 per share or more for a minimum of ten consecutive business days. Although the bid price of our common stock did not rise to the $1.00 per share level for the specified number of days by October 31, 2016, we maintained our compliance with other appropriate listing requirements of the NASDAQ Capital Market, with the exception of the bid price requirement. Accordingly, on November 1, 2016, we received notification from the NASDAQ Stock Market that we were granted an additional 180 calendar day period, or until May 1, 2017, to regain compliance.

As of May 1, 2017, we had not regained compliance with the bid price requirement and on May 2, 2017 we received notification from NASDAQ that on May 11, 2017 our common stock would be delisted and trading suspended unless we requested an appeal. On May 4, 2017, we requested an oral hearing before the NASDAQ Hearings Panel (the “Panel”) to appeal the NASDAQ staff’s delisting determination, which hearing was held on June 1, 2017. We presented a plan to the Panel to regain compliance with the minimum bid price requirement which included the Merger and a reverse stock split, and requested a further extension of time to execute the plan. On June 6, 2017, we received a letter from the NASDAQ Office of General Counsel advising us of the decision of the Panel to grant the Company an extension of time until October 30, 2017.

On October 10, 2017, we effected a one-for-five reverse stock split of our common stock in order to maintain our NASDAQ listing prior to completion of the Merger and we intend to continue to closely monitor the bid price of our stock in light of the Merger. NASDAQ Listing Rule 5110(a) requires that because the Merger with Cooltech (a non-NASDAQ entity) will result in a change of control, we must submit an initial listing application for the post-Merger entity, which would require us to comply with a higher minimum bid price requirement of $4.00 per share and necessitate a larger or additional reverse stock split.

The InfoSonics Board has considered the potential harm to the Company and its stockholders should the NASDAQ Stock Market not approve the listing of our common stock of the post-merger entity. Failure to qualify for listing could adversely affect the liquidity of our common stock since alternatives, such as the OTC Bulletin Board and the pink sheets, are generally considered to be less efficient markets. An investor likely would find it less convenient to sell, or to obtain accurate quotations in seeking to buy, our common stock on an over-the-counter

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market. Many investors likely would not buy or sell our common stock due to difficulty in accessing over-the-counter markets, policies preventing them from trading in securities not listed on a national exchange or other reasons.

The InfoSonics Board believes that a reverse stock split is a potentially effective means for the post-merger entity to qualify with NASDAQ Listing Rules and to avoid, or at least mitigate, the likely adverse consequences of our common stock not being listed by NASDAQ Capital Market by producing the immediate effect of increasing the bid price of our common stock.

To provide us with resources and flexibility with respect to our capital sufficient to execute our business plans and strategy.

The InfoSonics Board also believes that the increased market price of InfoSonics Common Stock expected as a result of implementing a reverse stock split could improve the marketability and liquidity of InfoSonics Common Stock and will encourage interest and trading in InfoSonics Common Stock. A reverse stock split could allow a broader range of institutions to invest in InfoSonics Common Stock (namely, funds that are prohibited from buying stocks whose price is below a certain threshold), potentially increasing trading volume and liquidity of InfoSonics Common Stock. A reverse stock split could help increase analyst and broker interest in InfoSonics Common Stock as their policies can discourage them from following or recommending companies with low stock prices. Because of the trading volatility often associated with low-priced stocks, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices may make the processing of trades in low-priced stocks economically unattractive to brokers. Additionally, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, a low average price per share of InfoSonics Common Stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were higher.

The InfoSonics Board does not intend for this transaction to be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

Risks of the Proposed Reverse Stock Split

We cannot assure you that the proposed reverse stock split will increase our stock price and have the desired effect of maintaining compliance with NASDAQ Listing Rules and qualify for the new listing .

The InfoSonics Board expects that a reverse stock split of InfoSonics Common Stock will increase the market price of such stock so that we are able to regain and maintain compliance with the NASDAQ minimum bid price. However, the effect of a reverse stock split upon the market price of InfoSonics Common Stock cannot be predicted with any certainty, and the history of similar stock splits for companies in like circumstances is varied. It is possible that (i) the per share price of our common stock after the reverse stock split will not rise in proportion to the reduction in the number of shares of our common stock outstanding resulting from the reverse stock split, (ii) the market price per post-reverse stock split share may not exceed or remain in excess of the $4.00 minimum bid price for a sustained period of time (as required by the Merger) or (iii) the reverse stock split may not result in a per share price that would attract brokers and investors who do not trade in lower priced stocks, or result in increased trading volume or liquidity. Even if we effect a reverse stock split, the market price of InfoSonics Common Stock may decrease due to factors unrelated to the stock split. In any case, the market price of our common stock will be based on other factors which may be unrelated to the number of shares outstanding, including our future performance. If the reverse stock split is consummated and the trading price of our common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the reverse stock split. Even if the market price per post-reverse stock split share of our common stock remains in excess of $4.00 per share, we may be delisted due to a failure to meet other continued listing requirements, including NASDAQ requirements related to the minimum number of shares that must be in the public float and the minimum market value of the public float.

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The proposed reverse stock split may decrease the liquidity of our stock .

The liquidity of our capital stock may be harmed by the proposed reverse stock split given the reduced number of shares that would be outstanding after the reverse stock split, particularly if the stock price does not increase as a result of the reverse stock split.

In addition, investors might consider the increased proportion of unissued authorized shares to issued shares to have an anti-takeover effect under certain circumstances, since the proportion allows for dilutive issuances which could prevent certain stockholders from changing the composition of the InfoSonics Board or render tender offers for a combination with another entity more difficult to successfully complete. The InfoSonics Board does not intend for the reverse stock split to have any anti-takeover effects.

Effect of the Reverse Split on Holders of Outstanding Common Stock

After the effective date of the proposed reverse stock split, if such split is necessary, each InfoSonics stockholder will own a reduced number of shares of InfoSonics Common Stock. Except to the extent that whole shares will be exchanged in lieu of fractional shares as described below, the proposed reverse stock split will affect all stockholders uniformly and will not affect any stockholder’s percentage ownership interest in InfoSonics and proportionate voting rights and other rights and preferences of the holders of our common stock will not be affected by the proposed reverse stock split. The number of stockholders of record also will not be affected by the proposed reverse stock split, except to the extent that whole shares will be exchanged in lieu of fractional shares as described below. The following table contains approximate information relating to InfoSonics Common Stock under the proposed reverse stock split ratios, without giving effect to any adjustments for fractional shares of InfoSonics Common Stock and with the assumption that the Authorized Shares Increase Proposal (Proposal 3) will be approved by InfoSonics stockholders at the Special Meeting (not taking into account the shares issued in the Private Placement or shares issued in connection with the Merger), as of December 31, 2017:

Status

Number of
Shares of
Common Stock
Authorized
Number of
Shares of
Common
Stock Issued
and
Outstanding
Number of
Shares of
Common
Stock Reserved
for
Issuance(1)
Number of
Shares of
Common
Stock Authorized
but Unissued and
Unreserved

Pre-Reverse Stock Split

150,000,000 3,378,280 431,116 146,190,604

Post-Reverse Stock Split 1:2

150,000,000 1,689,140 215,558 148,095,302

Post-Reverse Stock Split 1:3

150,000,000 1,126,093 143,705 148,730,202

Post-Reverse Stock Split 1:4

150,000,000 844,570 107,779 149,047,651

Post-Reverse Stock Split 1:5

150,000,000 675,656 86,223 149,238,121

Post-Reverse Stock Split 1:6

150,000,000 563,046 71,852 149,365,102

Post-Reverse Stock Split 1:7

150,000,000 482,611 61,588 149,455,801

Post-Reverse Stock Split 1:8

150,000,000 422,285 53,889 149,523,826

Post-Reverse Stock Split 1:9

150,000,000 375,364 47,901 149,576,735

Post-Reverse Stock Split 1:10

150,000,000 337,828 43,111 149,619,061

Post-Reverse Stock Split 1:11

150,000,000 307,116 39,192 149,653,692

Post-Reverse Stock Split 1:12

150,000,000 281,523 35,926 149,682,551

Post-Reverse Stock Split 1:13

150,000,000 259,867 33,162 149,706,971

Post-Reverse Stock Split 1:14

150,000,000 241,305 30,794 149,727,901

Post-Reverse Stock Split 1:15

150,000,000 225,218 28,741 149,746,041

Post-Reverse Stock Split 1:16

150,000,000 211,142 26,944 149,761,914

Post-Reverse Stock Split 1:17

150,000,000 198,722 25,359 149,775,919

Post-Reverse Stock Split 1:18

150,000,000 187,682 23,951 149,788,367

Post-Reverse Stock Split 1:19

150,000,000 177,804 22,690 149,799,506

Post-Reverse Stock Split 1:20

150,000,000 168,914 21,555 149,809,531

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(1) The pre-reverse stock split number of shares of our common stock reserved for future issuance includes the following, as of December 31, 2017:

• 213,216 shares reserved for issuance pursuant to outstanding options, restricted stock units, warrants or rights to acquire from InfoSonics, or instruments convertible into or exchangeable for, or agreements or understandings with respect to the sale or issuance by InfoSonics of, InfoSonics Common Stock; and

• 217,899 shares of common stock available for future grant under InfoSonics 2006 and 2015 Equity Plans.

If the proposed reverse stock split is implemented, it will increase the number of InfoSonics stockholders who own “odd lots” of fewer than 100 shares of InfoSonics Common Stock. Brokerage commission and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100 shares of common stock.

After the effective date of the reverse stock split, InfoSonics Common Stock would have a new committee on uniform securities identification procedures (CUSIP) number, a number used to identify InfoSonics Common Stock.

InfoSonics Common Stock is currently registered under Section 12(b) of the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange Act. The proposed reverse stock split will not affect the registration of InfoSonics Common Stock under the Exchange Act. InfoSonics Common Stock would continue to be reported on the NASDAQ Capital Market under the symbol “IFON,” although it is likely that the NASDAQ Stock Market would add the letter “D” to the end of the trading symbol for a period of twenty trading days after the effective date of the reverse stock split to indicate that the reverse stock split had occurred.

Effective Date

The proposed reverse stock split would become effective on the date of filing of articles of amendment to our Articles of Incorporation with the State Department of Assessments and Taxation of the State of Maryland. On the effective date, shares of InfoSonics Common Stock issued and outstanding and shares held in treasury, in each case, immediately prior thereto will be combined and converted, automatically and without any action on the part of the stockholders, into new shares of InfoSonics Common Stock in accordance with the reverse stock split ratio determined by the InfoSonics Board within the limits set forth in this proposal. If the proposed amendment is not approved by the InfoSonics stockholders, a reverse stock split will not occur.

Treatment of Fractional Shares

No fractional shares would be issued if, as a result of the reverse stock split, a registered stockholder would otherwise become entitled to a fractional share. Instead, stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the ratio of the reverse stock split will automatically be entitled to receive an additional share of common stock. In other words, any fractional share will be rounded up to the nearest whole number.

Record and Beneficial Stockholders

If the reverse stock split is authorized by the stockholders and the InfoSonics Board elects to implement the reverse stock split, stockholders of record holding some or all of their shares of InfoSonics Common Stock electronically in book-entry form under the direct registration system for securities will receive a transaction statement at their address of record indicating the number of shares of InfoSonics Common Stock they hold after the reverse stock split. Non-registered stockholders holding InfoSonics Common Stock through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for

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processing the consolidation than those that would be put in place by us for registered stockholders. If you hold your shares with such a bank, broker or other nominee and if you have questions in this regard, you are encouraged to contact your nominee.

If the reverse stock split is authorized by the stockholders and the InfoSonics Board elects to implement the reverse stock split, stockholders of record holding some or all of their shares in certificate form will receive a letter of transmittal, as soon as practicable after the effective date of the reverse stock split. Our transfer agent will act as “exchange agent” for the purpose of implementing the exchange of stock certificates. Holders of pre-reverse stock split shares will be asked to surrender to the exchange agent certificates representing pre-reverse stock split shares in exchange for post-reverse stock split shares, including whole shares to be issued in lieu of fractional shares (if any) in accordance with the procedures to be set forth in the letter of transmittal. Until surrender, each certificate representing shares before the reverse stock split would continue to be valid and would represent the adjusted number of shares based on the exchange ratio of the reverse stock split rounded up to the nearest whole share. No new post-reverse stock split share certificates, including those representing whole shares to be issued in lieu of fractional shares, will be issued to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent.

STOCKHOLDERS SHOULD NOT DESTROY ANY PRE-SPLIT STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL THEY ARE REQUESTED TO DO SO.

Accounting Consequences

The par value per share of InfoSonics Common Stock would remain unchanged at $0.001 per share after the reverse stock split. As a result, on the effective date of the reverse stock split, the stated capital on InfoSonics balance sheet attributable to InfoSonics Common Stock will be reduced proportionally, based on the exchange ratio of the reverse stock split, from its present amount, and the additional paid-in capital account shall be credited with the amount by which the stated capital is reduced. The per share common stock net income or loss and net book value will be increased because there will be fewer shares of InfoSonics Common Stock outstanding. The shares of InfoSonics Common Stock held in treasury, if any, will also be reduced proportionately based on the exchange ratio of the reverse stock split. We will reclassify prior period per share amounts for the effect of the reverse stock split for any prior periods in our financial statements and reports such that prior periods are comparable to current period presentation. We do not anticipate that any other accounting consequences would arise as a result of the reverse stock split.

No Appraisal Rights

Our stockholders are not entitled to dissenters’ or appraisal rights under the MGCL with respect to the Reverse Split Proposal and we will not independently provide the stockholders with any such right if the reverse stock split is implemented.

Material Federal U.S. Income Tax Consequences of the Reverse Stock Split

The following discussion sets forth the material U.S. federal income tax consequences that management believes will apply with respect to InfoSonics and holders of InfoSonics Common Stock who are U.S. holders at the effective time of the reverse split. This discussion does not address the tax consequences of transactions effectuated prior to or after the reverse split, including, without limitation, the tax consequences of the exercise of options, warrants or similar rights to purchase InfoSonics Common Stock. For this purpose, a “U.S. holder” is a holder of InfoSonics Common Stock that is: (i) a citizen or resident of the United States, (ii) a domestic corporation, (iii) an estate whose income is subject to U.S. federal income tax regardless of its source, or (iv) a trust if a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust. This discussion does not describe all of the tax

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consequences that may be relevant to a holder in light of the holder’s particular circumstances or to holders subject to special rules (such as dealers in securities, financial institutions, insurance companies, tax-exempt organizations, foreign individuals and entities and persons who acquired their InfoSonics Common Stock as compensation). In addition, this summary is limited to holders who hold their InfoSonics Common Stock as capital assets. This discussion also does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction. Accordingly, each holder is strongly urged to consult with a tax adviser to determine the particular federal, state, local or foreign income or other tax consequences to such holder related to the reverse split.

In general, no gain or loss should be recognized by a U.S. holder of InfoSonics Common Stock upon such holder’s exchange of pre-split shares for post-split shares except for those associated with any additional shares the holder receives as a result of rounding up any post-split fractional shares. The aggregate tax basis of the post-split shares received in the reverse split should be the same as the holder’s aggregate tax basis in the pre-split shares. Special tax basis and holding period rules may apply to U.S. holders that acquired different blocks of shares at different prices or at different times. The holder’s holding period for the post-split shares should include the period during which the holder held the pre-split shares surrendered in the reverse split.

As discussed above in this “Proposal 5 – Reverse Split Proposal – Fractional Shares,” no fractional shares of InfoSonics Common Stock will be issued as a result of the reverse split. Instead, if the reverse split leaves a holder with fractional shares, the number of shares due to the holder will be rounded up. The U.S. federal income tax consequences of the receipt of such additional fraction of a share of InfoSonics Common Stock are not clear. A holder who receives one whole share of InfoSonics Common Stock in lieu of a fractional share may recognize income or gain in an amount not to exceed the excess of the fair market value of such share over the fair market value of the fractional share to which the holder was otherwise entitled. InfoSonics is not making any representation as to whether the receipt of one whole share in lieu of a fractional share will result in income or gain to a holder, and each holder is urged to consult with his or her own tax adviser as to the possible tax consequences of receiving a whole share in exchange for a fractional share in the reverse stock split.

THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN FEDERAL U.S. INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT AND DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT THERETO. YOU SHOULD CONSULT YOUR OWN TAX ADVISORS AS TO THE PARTICULAR FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT IN LIGHT OF YOUR SPECIFIC CIRCUMSTANCES.

Vote Required and Board Recommendation

In accordance with InfoSonics Articles of Incorporation, Maryland law and the NASDAQ Listing Rules, approval and adoption of the Reverse Split Proposal requires the affirmative vote of the holders of a majority of InfoSonics Common Stock outstanding on the record date (assuming a quorum is present in person or by proxy). If you abstain, it will have the same effect as voting against the Reverse Split Proposal.

THE INFOSONICS BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE REVERSE SPLIT PROPOSAL.

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PROPOSAL 6 – DIRECTOR ELECTION PROPOSAL

At the Special Meeting, the stockholders are asked to elect four individuals nominated by our Board of Directors to serve as members of our Board of Directors. Each director would be elected to hold office until the next annual meeting of stockholders and thereafter until his successor is elected and qualified. Each of the nominees currently is a director of InfoSonics. As noted following the Merger, the Board of Directors is expected to consist of four directors, three of whom will be appointed by Cooltech with Robert S. Picow remaining on the Board. See “Proposal 1 – Merger Proposal – Post-Merger Board of Directors.”

It is not anticipated that any of the nominees will become unable or unwilling to accept nomination or election, but, if that should occur, the persons named in the proxy intend to vote for the election of such other person as the Board of Directors may recommend.

About the Directors

Set forth below is biographical and other information about each of the nominees as of December 31, 2017. Each of our nominees was recommended for reelection to our Board by our Nominating and Corporate Governance Committee, which is comprised of only non-management independent directors.

Name

Age as of
December 31,
2017

Position with InfoSonics

Initial Date
as Director

Joseph Ram

55 President, Chief Executive Officer and Director 1994

Randall P. Marx(1)(2)(3)(4)

65 Director 2003

Robert S. Picow(1)(2)(3)

62 Director 2003

Kirk A. Waldron(1)(2)(3)(5)

54 Director 2005

(1) Member of the Audit Committee of our Board.
(2) Member of the Compensation Committee of our Board.
(3) Member of the Nominating and Corporate Governance Committee of our Board.
(4) Compensation Committee Chairman.
(5) Audit Committee Chairman.

Biographical Information

Joseph Ram, Director, Founder, President and Chief Executive Officer . In 1994, Mr. Ram founded InfoSonics Corporation as a distribution center for telecommunications and business systems. Previously, between 1989 and 1993, as sales director for ProCom Supply, Mr. Ram was in charge of worldwide purchasing and oversaw all international sales. Mr. Ram’s position as President and Chief Executive Officer of the Company since the Company’s inception provides the Board with unique insight and direct access to strategic and operational information about the Company.

Randall P. Marx, Director . Mr. Marx has served as a Director of InfoSonics since December 2003, and is currently an independent consultant. Mr. Marx served as a Director of ARC Wireless Solutions, Inc., a publicly traded company, a division of which was engaged in antenna and cable design and manufacturing, from February 1990 until November 2008, as Chief Executive Officer from December 1994 until June 2000, as Treasurer and Principal Financial Officer from December 1994 until June 2000, as Director of Acquisitions from July 2000 until February 2001 and as Chairman and Chief Executive Officer from February 2001 until November 2008. From 1983 until 1989, Mr. Marx served as President of THT Lloyd’s Inc., Lloyd’s Electronics Corp. and Lloyd’s Electronics Hong Kong Ltd., international consumer electronics companies. Mr. Marx also served until October 2015 as Director and Chief Executive Officer of International Development Group Ltd., a privately held holding company with holdings of Asia Pacific Materials, Hong Kong Ltd., which was engaged in the design and contract manufacturing of various electronic products, Group Mobile, an eCommerce distributor of ruggedized computer equipment and Flicharge International LTD, which was engaged in the design, manufacturing and marketing of wireless charging equipment. Mr. Marx’s background as a director and CEO of companies engaged

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in the manufacturing and sales of consumer electronics, along with his general experience gained from a career in related industries, provide the Board with financial and operational expertise and analytical skills directly relevant to the Company’s industry.

Robert S. Picow, Director . Mr. Picow has served as a Director of InfoSonics since December 2003. Since March 2001, Mr. Picow has served as a Director of SMF Energy Corporation (formerly known as Streicher Mobile Fueling, Inc.), a public company that provides petroleum product distribution services, transportation logistics and emergency response services to the trucking, manufacturing, construction, shipping, utility, energy, chemical, telecommunications and government services industries. From March 2008 through March 2011, Mr. Picow served as Vice Chairman of the Eezinet Corporation, a community aware internet service and communications provider. From May 2005 through September 2007, Mr. Picow served as a Director of Ascendia Brands, Inc., a public company that manufactured, marketed and distributed a portfolio of branded products in the health and beauty care categories. Ascendia Brands was previously known as Cenuco, Inc. prior to a name change in May 2006. From April 2004 to May 2005, Mr. Picow served as Chairman of Cenuco, Inc., a public company engaged in wireless application development and software solutions. From July 2003 to May 2005, Mr. Picow served as a Director of Cenuco. From May 2006 to September 2008, Mr. Picow served as a Director and Audit Committee Member of American Telecom Services, Inc., a public telecommunications services company. From 1996 to 1997, Mr. Picow served as Vice Chairman and a Director of BrightPoint, Inc., a public company that distributes wireless devices and accessories and provides customized logistic services to the wireless industry. From its formation in 1986 until its merger with BrightPoint in 1996, Mr. Picow was Chief Executive Officer of Allied Communications, Inc., a cellular telephone and accessory distribution company. Mr. Picow’s extensive board leadership experience with companies in the wireless telecommunications industry, together with his experience in the distribution of wireless devices as a director, owner and executive officer of companies in this line of business, provide the Board with significant expertise and skills relevant to the Company’s business.

Kirk A. Waldron, Director . Mr. Waldron has served as a Director of InfoSonics since January 2005. From January 2014 through November 2017, Mr. Waldron served as Chief Financial Officer of Qual-Pro Corporation, a privately held electronics manufacturing services provider offering a wide range of services and expertise from printed circuit board assemblies to full box-builds. From May 2014 to January 2015, Mr. Waldron served as a Director of State Fish Co., Inc., a privately held fish processor that also provides high pressure pasteurization and cold press juicing and bottling services. From October 2012 to December 2013, Mr. Waldron was an independent consultant. From May 2005 to September 2012, Mr. Waldron served as the Chief Financial Officer of Event Rentals, Inc. (doing business as Classic Party Rentals), the largest full-service event rental provider in the United States. From July 2005 to May 2006, Mr. Waldron served as a Director of Reptron Electronics Inc., a public company that provided engineering services, display and systems integration services and electronic manufacturing services. From September 2004 to January 2005, Mr. Waldron served as Interim President of SMTEK International Inc., a public company that provided electronics manufacturing services to original equipment manufacturers in the medical, industrial instrumentation, telecommunications, security, financial services automation and aerospace and defense industries. From April 2001 to January 2005, Mr. Waldron also served as SMTEK’s Chief Financial Officer and Treasurer, and from May 2002 to January 2005 as SMTEK’s Senior Vice President. From February 1999 to February 2001, Mr. Waldron was a Director, President and Chief Executive Officer of AML Communications, Inc., a public company that designs, manufactures, and markets radio frequency and microwave, low noise, medium and high power amplifiers and subsystems serving primarily the defense electronic warfare market. From 1996 to February 1999, Mr. Waldron served as AML’s Chief Financial Officer. From 1994 to 1996, Mr. Waldron was Chief Financial Officer at Dynamotion/ATI Corp., a public company that developed, manufactured, and marketed computer numerical control drilling and routing machines used in the production of high-density, multi-layered printed circuit boards and semiconductor packages. Mr. Waldron is a non-practicing Certified Public Accountant and holds a Bachelor of Science in Business Administration from the University of Southern California. Mr. Waldron’s career as a financial executive in the electronics manufacturing and telecommunications industries provides the Board with significant financial and operational experience and analytical skills relating to the Company’s business.

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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE

“FOR” EACH OF THE BOARD NOMINEES FOR ELECTION AS A DIRECTOR.

Independent Auditors

The Audit Committee of the Board of Directors has selected SingerLewak LLP (“SL”), an independent registered public accounting firm, to audit the financial statements of InfoSonics for the fiscal year ended December 31, 2017.

Representatives of SL are not expected to be present at the Special Meeting.

Independent Registered Public Accountants Fees

The Audit Committee reviews and determines whether specific projects or expenditures with SL potentially affect its independence. The Audit Committee’s policy requires that all services the independent registered public accounting firm may provide to InfoSonics, including audit services and permitted audit-related services, be pre-approved in advance by the Audit Committee. In the event that an audit or non-audit service requires approval prior to the next scheduled meeting of the Audit Committee, the auditor must contact the Chairman of the Audit Committee (who has been delegated by the Audit Committee the authority to act in such circumstances) to obtain such approval. The approval will be reported to the Audit Committee at its next scheduled meeting. All audit and non-audit services provided by SL during 2016 were pre-approved by the Audit Committee.

The following sets forth the aggregate fees billed to us by SL for the years ended December 31, 2015 and 2016.

Audit Fees

The aggregate fees billed for professional services rendered by SL for its audit of our annual financial statements and its review of our financial statements included in Forms 10-Q and 10-K in fiscal years 2015 and 2016 and related SEC reporting work were $254,098 and $229,626, respectively.

Audit Related Fees

The aggregate fees billed for audit-related services by SL in fiscal years 2015 and 2016 were $29,189 and $22,722, respectively.

Tax Fees

There were no fees billed by SL in fiscal years 2015 and 2016 for professional services for tax compliance, tax advice or tax planning.

All Other Fees

There were no fees billed by SL in fiscal years 2015 and 2016 for professional services other than the services described above.

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OTHER EXECUTIVE OFFICERS

The following is biographical information as of December 31, 2017, for our current executive officer not otherwise discussed above.

Vernon A. LoForti, Vice President, Chief Financial Officer and Corporate Secretary, 64 years old. Mr. LoForti has served as Vice President and Chief Financial Officer of InfoSonics since July 2010 and Corporate Secretary since April 2011. Prior to InfoSonics, Mr. LoForti served in a number of executive positions at Overland Storage, Inc., a global supplier of data protection appliances. Mr. LoForti joined Overland in 1995 and served as the company’s Vice President, Chief Financial Officer and Secretary from 1995 to August 2007, including leading its initial public offering in 1997. From August 2007 to January 2009, LoForti served as President, Chief Executive Officer and a member of Overland’s Board of Directors. From February 2009 to September 2009, he served as Overland’s President. From August 1992 to December 1995, Mr. LoForti was the Chief Financial Officer for Priority Pharmacy, a privately-held pharmacy company. From 1981 to 1992, Mr. LoForti was Vice President of Finance for Intermark, Inc., a publicly-held conglomerate. Mr. LoForti began his career in public accounting with Price Waterhouse and holds a Bachelor of Science in Accounting from Brigham Young University.

DIRECTOR INDEPENDENCE

NASDAQ Listing Rules require that a majority of our Board of Directors be composed of “independent” directors as defined by such rules. The standards relied upon by our Board of Directors in determining whether a director is “independent” consist of the independence standards of the NASDAQ Listing Rules.

In accordance with the NASDAQ Listing Rules, for a director to be considered “independent,” the Board of Directors must affirmatively determine that he or she is not an executive officer or employee of the Company or an individual that has a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Additionally, the following persons are not considered “independent”:

(a) a director who is or at any time during the past three years was employed by InfoSonics or its subsidiaries;

(b) a director who accepted or has a family member who accepted any compensation from InfoSonics in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following:

(i) compensation for board or board committee service;

(ii) compensation paid to a family member who is an employee (other than an executive officer) of InfoSonics; or

(iii) benefits under a tax-qualified retirement plan or non-discretionary compensation;

(c) a director who is a family member of an individual who is or at any time during the past three years was employed by InfoSonics as an executive officer;

(d) a director who is, or has a family member who is a partner in or a controlling stockholder or an executive officer of, any organization to which InfoSonics has made, or from which InfoSonics received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than the following:

(i) payments arising solely from investments in InfoSonics’ securities; or

(ii) payments under non-discretionary, charitable contribution matching programs;

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(e) a director of InfoSonics who is, or has a family member who is employed as an executive officer of another entity where at any time during the past three years any of the executive officers of InfoSonics serve on the compensation committee of such other entity; or

(f) a director who is or has a family member who is a current partner of InfoSonics’ outside auditor or was a partner or employee of InfoSonics’ outside auditor who worked on InfoSonics’ audit at any time during any of the past three years.

At its January 2018 meeting, the Board undertook its annual review of director independence based on the foregoing standards. During this review, the Board considered, among other things, transactions and relationships between each director or any member of his or her immediate family and InfoSonics and its subsidiaries and affiliates or any entity of which a director or an immediate family member is or was, as applicable, an executive officer, general partner or significant equity holder. As provided in the Director Qualification Standards of the Nominating and Corporate Governance Committee Charter, the purpose of this review was to determine whether any such relationships or transactions existed that were inconsistent with a determination that the director is independent.

As a result of this review, the Board affirmatively determined that the following directors nominated for election at the Annual Meeting were independent of InfoSonics within the meaning of the NASDAQ Listing Rules and the applicable rules promulgated by the SEC:

Randall P. Marx

Robert S. Picow

Kirk A. Waldron

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BOARD COMMITTEES AND MEETINGS

The Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The Board of Directors annually reviews the NASDAQ Listing Rules’ definitions of independence for members of each of the committees and has determined that members of each of the committees are independent pursuant to applicable rules of the NASDAQ Listing Rules and the SEC.

Copies of our committee charters may be viewed at the Company’s website at http://www.infosonics.com/index.php/investors/ corporate-governance.

Directors serving on our committees are set forth below:

Name

Audit Committee

Compensation
Committee

Nominating and Corporate
Governance Committee(1)

Kirk A. Waldron

** * *

Randall P. Marx

* ** *

Robert S. Picow

* * *

* Member.
** Chairman.
(1) The Nominating and Corporate Governance Committee currently has no chairman.

Audit Committee

Our Audit Committee performs, among other things, the following functions:

• determines the independent registered public accounting firm to be employed;

• discusses the scope of the independent registered public accounting firm’s examination;

• reviews the financial statements and the independent registered public accounting firm’s report;

• solicits recommendations from the independent registered public accounting firm regarding internal controls and other matters;

• reviews related-party transactions for conflicts of interest;

• makes recommendations to the Board regarding audit-related, accounting and certain other matters; and

• performs other related tasks as requested by the Board.

Messrs. Waldron, Marx and Picow are the members of the Audit Committee. Mr. Waldron is the Chairman of the Audit Committee. Our Board of Directors has determined that Messrs. Marx and Waldron, each an independent director, are Audit Committee financial experts.

Compensation Committee

Our Compensation Committee performs, among other things, the following functions:

• develops executive compensation philosophies and establishes and annually reviews and approves policies regarding executive compensation programs and practices;

• reviews and approves corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluates the Chief Executive Officer’s performance in light of those goals and objectives and sets the Chief Executive Officer’s compensation based on this evaluation;

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• reviews the Chief Executive Officer’s recommendations with respect to, and approves annual compensation for, InfoSonics’ other executive officers;

• establishes and administers annual and long-term incentive compensation plans for key executives;

• reviews and approves, if appropriate, or recommends to the Board for its approval and, where appropriate, submission to InfoSonics’ stockholders, incentive compensation plans and equity–based plans;

• recommends to the Board for its approval changes to executive compensation policies and programs;

• oversees and annually reviews the non-employee director compensation program; and

• reviews and approves special executive employment, compensation and retirement arrangements.

The members of our Compensation Committee are Messrs. Waldron, Marx and Picow. Mr. Marx is the Chairman of the Compensation Committee.

The Compensation Committee may invite to its meetings any member of management, including the Chief Executive Officer, and such other persons as it deems appropriate to carry out its duties and responsibilities. Our management assists the Compensation Committee by providing various support, including:

• providing the Compensation Committee with perspectives of the business and people needs of the Company;

• having the Chief Executive Officer make compensation recommendations to the Compensation Committee for the other executive officers (although the Compensation Committee ultimately determines compensation for the Chief Executive Officer and the other executive officers); and

• developing recommendations for the design of pay programs applicable to the executive officers.

In addition, the Compensation Committee may from time to time engage an outside compensation consultant to:

• assist the Compensation Committee in reviewing recommendations prepared by management in light of the Company’s objectives and market practices; and

• provide the Compensation Committee with an outside perspective regarding compensation.

In June 2015, the Compensation Committee engaged Compensation & Benefit Solutions to review compensation levels for our Named Executive Officers, including a bench marking analysis against the following 13 peer companies:

ADDvantage Technologies Group, Inc.

Ikanos Communications, Inc.

Blonder Tongue Laboratories Inc.

Iteris Inc.

Clearfield, Inc.

RELM Wireless Corp.

ClearOne Incorporated

Westell Technologies, Inc.

Envivio Inc.

Wireless Telecom Group Inc.

Franklin Wireless Corp.

Zhone Technologies, Inc.

ID Systems Inc.

Based on the report of the consultant, the Compensation Committee accepted the consultant’s findings that the compensation of our Named Executive Officers is appropriate. In the future, the Compensation Committee may consider alternative performance recommendations for future cash bonus programs and other long-term incentive programs.

Compensation & Benefit Solutions did not provide any other services to InfoSonics during 2015 and only received fees from InfoSonics on behalf of the Compensation Committee. The Compensation Committee

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reviewed the independence of the consultant based on the criteria established by the SEC and determined there were no conflicts of interest. The Compensation Committee did not use the services of a compensation consultant during 2016.

Nominating and Corporate Governance Committee

We also have a Nominating and Corporate Governance Committee, which, pursuant to its written charter, is responsible for recommending potential directors, for considering nominations for potential directors submitted by our stockholders and for certain matters related to corporate governance. Messrs. Marx, Picow and Waldron serve on this committee.

There have been no material changes to the procedures (as described below) by which security holders may recommend nominees to our Board of Directors in the last fiscal year.

Director Candidates

The Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications and have a high standard of personal and professional ethics, integrity and values. Candidates for director nominees are reviewed in the context of the current composition of our Board of Directors, our operating requirements and the long-term interests of our stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee considers independence, professional background and experience, other board experience, industry knowledge, skills and expertise, and such other factors as it deems appropriate given the current needs of the Board and InfoSonics, to maintain a balance of knowledge, experience and capabilities. Other factors considered may include diversity (including age, geography, professional and other experience), although the Company does not have a formal policy regarding diversity.

In the case of incumbent directors, the Nominating and Corporate Governance Committee reviews such directors’ overall service to us during their term, including the number of meetings attended, level of participation, quality of performance, and any other relevant considerations. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee must be independent for NASDAQ purposes, which determination is based upon applicable NASDAQ listing standards, applicable SEC rules and regulations, and the advice of counsel, if necessary.

The Nominating and Corporate Governance Committee uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of our Board of Directors. The Nominating and Corporate Governance Committee meets to discuss and consider such candidates’ qualifications and then selects nominees for recommendation to the Board by majority vote.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder or not. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board at an annual meeting of stockholders must do so by delivering, at least 120 days prior to the anniversary date of the mailing of the proxy statement for our last annual meeting of stockholders, a written recommendation to the Nominating and Corporate Governance Committee at the following address: c/o Corporate Secretary, 3636 Nobel Drive, Suite 325, San Diego, California 92122. Each submission must set forth, among other things: the name and address of the stockholder on whose behalf the submission is made; the number of our shares that are owned beneficially by such stockholder as of the date of the submission; the full name of the proposed candidate;

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a description of the proposed candidate’s business experience for at least the previous five years; complete biographical information for the proposed candidate; and a description of the proposed candidate’s qualifications as a director. For additional information, see our Director Selection Guidelines attached to the Nominating and Corporate Governance Committee’s Charter, which can be found on our website at http://infosonics.com/index.php/investors/corporate-governance/nominating-and-corporate-governance-committee-charter/ .

Meetings of the Board of Directors and Committee Member Attendance

During fiscal year 2016, our Board of Directors met fourteen times, our Audit Committee met four times, our Compensation Committee met twice, and our Nominating and Corporate Governance Committee met once. All directors attended at least 75% of the meetings of the Board and of the committees on which they served in fiscal year 2016 that were held while they were a director or committee member. InfoSonics does not have a specific policy requiring director attendance at the Annual Meeting of Stockholders; however, we encourage our directors to be present at the Annual Meeting and available to answer any stockholder questions. No shareholders or directors attended our 2016 Annual Meeting.

During fiscal year 2017, our Board of Directors met nineteen times, our Audit Committee met four times, our Compensation Committee met twice, our Nominating and Corporate Governance Committee met once and our Special Committee met twenty-nine times. All directors attended at least 75% of the meetings of the Board and of the committees on which they served in fiscal year 2017 that were held while they were a director or committee member.

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ADDITIONAL CORPORATE GOVERNANCE INFORMATION

Stockholder Communications

Stockholders wishing to send communications to the Board may contact Vernon A. LoForti, our Vice President, Chief Financial Officer and Corporate Secretary, at InfoSonics’ principal executive offices address. All such communications will be shared with the members of the Board, or if applicable, a specified committee or director.

Conflicts of Interest Policies

NASDAQ Listing Rules require that our Audit Committee (or other independent

The above information was disclosed in a filing to the SEC. To see the filing, click here.

To receive a free e-mail notification whenever InfoSonics Corp makes a similar move, sign up!

Other recent filings from the company include the following:

Notice of Exempt Offering of Securities, item 06b - Nov. 6, 2018
Other preliminary proxy statements - Nov. 5, 2018
Creation of a Direct Financial Obligation or an Obligation under an - Oct. 30, 2018

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