UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 14, 2018 (June 8, 2018)
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Cool Holdings, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-32217
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Maryland |
33-0599368 |
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(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
48 NW 25 th Street, Suite 108
Miami, FL 33127
(Address of principal executive offices, including zip code)
(786) 675-5246
(Registrant’s telephone number, including area code)
InfoSonics Corporation
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
On June 8, 2018, the Company filed Articles of Amendment to its Articles of Incorporation (the “Articles of Amendment”) with the Secretary of State of the State of Maryland to change the legal name of the Company from InfoSonics Corporation to Cool Holdings, Inc. (the “Name Change”), effective June 8, 2018. Other than the Name Change, there were no changes to the Company’s articles of incorporation or bylaws. A copy of the Articles of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
The Name Change resulted in a change to the CUSIP number for the Company’s outstanding shares of common stock offered on the Nasdaq Capital Market. The new CUSIP number for such common stock is 21640C 105. Outstanding stock certificates for shares of the Company continue to be valid and need not be exchanged. The Company’s common stock continues to trade under the ticker symbol IFON.
In connection with the Name Change, the Company intends to launch a new corporate website at www.coolholdings.com , which will include a new investor relations section containing stock information, corporate governance information and other materials of interest to investors.
Item 7.01. Regulation FD Disclosure.
On June 14, 2018, the Company issued a press release announcing the Name Change. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Cool Holdings, Inc. |
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Date: |
June 14, 2018 |
By: |
/s/ Alfredo Carrasco |
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Alfredo Carrasco |
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Chief Financial Officer |
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Exhibit 3.1
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
INFOSONICS CORPORATION
InfoSonics Corporation, a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that the Articles of Incorporation of the Company, as amended, restated and supplemented to date (collectively the “Charter”) are hereby amended as follows:
FIRST: The Charter of the Company is hereby amended by striking out the FIRST Article of the Charter and inserting in lieu thereof the following to effectuate a change in the name of the Company:
“FIRST. The name of the corporation is Cool Holdings, Inc.”
SECOND: The board of directors of the Company, by written consent signed by all of the directors pursuant to and in accordance with Section 2-408(c) of the Maryland General Corporation Law (the “MGCL”), duly advised and approved these Articles of Amendment.
THIRD: The amendment contained in these Articles of Amendment is limited to a change expressly authorized by Section 2-605(a)(1) of the MGCL to be made without action by the stockholders of the Company.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, InfoSonics Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Financial Officer as of June 7 , 201 8 . The Chief Executive Officer acknowledges that these Articles of Amendment are the act and deed of the Company, and, under the penalties of perjury, that the matters and facts set forth herein with respect to authorization and approval are true in all material respects to the best of his knowledge, information, and belief .
ATTEST: INFOSONICS CORPORATION
By: /s/ Alfredo Carrasco By: /s/ Mauricio Diaz
Name: Alfredo Carrasco Name: Mauricio Diaz
Title: Chief Financial Officer Title: Chief Executive Officer
Exhibit 99.1
PRESS RELEASE
InfoSonics Announces Strategic Name Change
to Cool Holdings, Inc.
“Focus on Profitable Growth of Premium Retail Brands”
MIAMI, June 14, 2018 – InfoSonics Corporation (NASDAQ: IFON) today announced that it has changed its name to Cool Holdings, Inc. (the “Company”), effective today. The Company’s stock symbol remains unchanged at this time, but the name change resulted in a new CUSIP number (21640C 105) for the Company’s common stock offered on the Nasdaq Capital Market. The Company intends to soon launch a new corporate website at www.coolholdings.com , which will include a new investor relations section containing stock information, corporate governance information and other materials of interest to investors.
“The name change to Cool Holdings represents a shift and diversification of our strategy,” said Andy DeFrancesco, Chairman of the Board. “Effective today our focus is to continue the expansion of our strong partnership with Apple ® , one of the world’s largest and most iconic brands, and to exploit additional investment and acquisition opportunities of minority and majority interests in other premium retail brands to accelerate profitable growth.”
“We will continue expanding the retail footprint of our OneClick ® branded stores to become the largest authorized reseller of Apple ® products and services in the Americas. Cool Holdings will fully leverage the experience and successful track record of our board of directors and strategic investors, who have been involved in other premium brands such as Cold Stone Creamery, Pinkberry Frozen Yogurt, Blimpie Subs, Taco Time, Jamba Juice and Aphria MMJ. We believe that our team’s global network, retail operational experience, ability to acquire prime retail locations and storefronts, coupled with our marketing and execution ability and commitment to success will translate to profitable growth of our Company, and ultimately to handsome returns to our shareholders.”
About Cool Holdings, Inc.
Cool Holdings is a Miami-based company focusing on premium retail brands. It is currently comprised of OneClick ® , a chain of retail stores and an authorized reseller under the Apple ® Premier Partner, APR (Apple ® Premium Reseller) and AAR MB (Apple ® Authorized Reseller Mono-Brand) programs; Icon Networks, an authorized distributor to the OneClick ® stores and other resellers of Apple ® products and other high-profile consumer electronic brands; and verykool ® , a brand of wireless handsets, tablets and related products the Company sells to carriers, distributors and retailers in Latin America. Additional information can be found on its websites at www.infosonics.com, www.cooltech.co/site/ , www.oneclickstore.com and www.verykool.net .
Forward-looking and cautionary statements
Forward-looking statements in this press release and all other statements that are not historical facts are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements, including those related to acquisition of premium retail brand operations, expansion of our OneClick ® retail store base, continuation of our license agreements with Apple ® , comparisons to other successful retail operations, reliance upon the expertise of others and achievement of profitable growth, involve factors, risks, and uncertainties that may cause actual results in future periods to differ materially from such statements. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements, including actions by third parties, such as Apple ® . These factors include, but are not limited to, risks arising from prevailing market conditions and the impact of general economic industry
or political conditions in the United States or globally. A list and description of these and other risk factors can be found in the Company's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, which can be reviewed at www.sec.gov . These forward-looking statements speak only as of the date of this release and we undertake no obligation to publicly update any forward-looking statements to reflect new information, events or circumstances after the date of this release.
All product names, logos, and brands are property of their respective owners. All company, product and service names used in this website are for identification purposes only. Use of these names, logos, and brands does not imply endorsement.
Contact:
Vernon A. LoForti
vern.loforti@infosonics.com
858-373-1675
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