Accompanying notes are an integral part of these consolidated financial statements.
Accompanying notes are an integral part of these consolidated financial statements.
Accompanying notes are an integral part of these consolidated financial statements.
Condensed Notes to Consolidated Financial Statements
June 30, 2017
(unaudited)
NOTE 1. Basis of Presentation
The accompanying unaudited consolidated financial statements and these condensed notes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The preparation of financial statements requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results are likely to differ from those estimates, but management does not believe such differences will materially affect the financial position or results of operations of InfoSonics Corporation (the “Company”), although they may. These unaudited consolidated financial statements and condensed notes should be read in conjunction with the financial statements and notes as of and for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K for such year.
The Company’s consolidated financial statements include assets, liabilities and operating results of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.
In the opinion of management, these unaudited consolidated financial statements reflect all normal recurring adjustments considered necessary to fairly present the Company’s results of operations, financial position and cash flows as of June 30, 2017 and for all periods presented. The results reported in these consolidated financial statements for the three and six months ended June 30, 2017 are not necessarily indicative of the operating results, financial condition or cash flows that may be expected for the full fiscal year of 2017 or for any future period.
NOTE 2: Going Concern Considerations
Effective January 1, 2017, the Company adopted the guidance issued by the FASB under ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. This update provides U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. Under this standard, the Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern each reporting period, including interim periods.
In evaluating the Company’s ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern for 12 months following August 11, 2017, the date the Company’s financial statements were issued. Management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s conditional and unconditional obligations due before August 11, 2018. Management also considered expenses the Company expects to incur in connection with the pending Cooltech Merger transaction discussed in Note 15. Management believes that such expenses will be adequately covered by the $1 million of proceeds received from the sale of shares of Company common stock on August 2, 2017, which proceeds were intended to be used by the Company to pay for transaction expenses and for other general corporate purposes.
The Company has incurred operating losses and used cash for operating activities for the past two years, and the Company’s ability to borrow against its accounts receivable line of credit was terminated on March 24, 2017. The Company has continued to keep operating expenses at a reduced level; however, there can be no assurance that the Company's current level of operating expenses will not increase or that other uses of cash will not be necessary. The Company believes that based on its current level of operating expenses, its currently available cash resources together with the ability to factor receivables if needed, it will have sufficient funds available to cover operating cash needs through the twelve month period from the financial statement reporting date. Based on the above factors, management determined there is no substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued.
6
NOTE 3. Stock-Based Compensation
The Company has two stock-based compensation plans: the 2006 Equity Incentive Plan (“2006 Plan”) and the 2015 Equity Incentive Plan (“2015 Plan”), both of which were approved by our stockholders. As of June 30, 2017, options to purchase 810,000 and 256,000 shares were outstanding under the 2006 Plan and the 2015 Plan, respectively, and a total of 1,089,000 shares were available for grant under the 2015 Plan. No options are available for grant under the 2006 Plan.
The Company’s stock options vest on an annual or a monthly basis. Stock options generally are exercisable for up to seven years after grant, subject to continued employment or service. The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period of the award, which is generally the option vesting term. Such amount may change as a result of additional grants, forfeitures, modifications in assumptions and other factors. Income tax effects of share-based payments are recognized in the financial statements for those awards which will normally result in tax deductions under existing tax law. During the three and six months ended June 30, 2017, we recorded an expense of $36,000 and $76,000, respectively, related to options previously granted. During the three and six months ended June 30, 2016, we recorded an expense of $78,000 and $155,000, respectively, related to options previously granted. Under current U.S. federal tax law, we receive a compensation expense deduction related to non-qualified stock options only when those options are exercised and vested shares are received. Accordingly, the financial statement recognition of compensation expense for non-qualified stock options creates a deductible temporary difference that results in a deferred tax asset and a corresponding deferred tax benefit in our consolidated statements of operations.
During the six months ended June 30, 2017 and 2016, the Company did not grant any stock options. As of June 30, 2017, there was $50,000 of total unrecognized compensation expense related to non-vested stock options. That expense is expected to be recognized over the remaining weighted-average period of 0.42 years.
A summary of option activity under both the 2006 Plan and the 2015 Plan as of June 30, 2017 and changes during the six months then ended is presented in the table below (shares in thousands):
|
|
Shares
|
|
|
Wtd. Avg.
Exercise Price
|
|
|
Wtd. Avg.
Remaining
Contractual
Life in Years
|
|
Outstanding at December 31, 2016
|
|
|
1,075
|
|
|
$
|
1.04
|
|
|
|
3.82
|
|
Granted
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
Exercised
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
Expired
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
Cancelled/Forfeited
|
|
|
(9
|
)
|
|
$
|
1.53
|
|
|
|
—
|
|
Outstanding at June 30, 2017
|
|
|
1,066
|
|
|
$
|
1.04
|
|
|
|
3.31
|
|
Vested and expected to vest
|
|
|
1,057
|
|
|
$
|
1.03
|
|
|
|
3.29
|
|
Exercisable at June 30, 2017
|
|
|
1,007
|
|
|
$
|
1.01
|
|
|
|
3.19
|
|
A summary of the status of the Company’s non-vested options at June 30, 2017 and changes during the six months then ended is presented below (shares in thousands):
|
|
Shares
|
|
|
Weighted-average
grant-date
fair
value
|
|
Non-vested at December 31, 2016
|
|
|
133
|
|
|
$
|
1.19
|
|
Granted
|
|
|
—
|
|
|
$
|
—
|
|
Vested
|
|
|
(65
|
)
|
|
$
|
1.19
|
|
Cancelled/Forfeited
|
|
|
(9
|
)
|
|
$
|
1.19
|
|
Non-vested at June 30, 2017
|
|
|
59
|
|
|
$
|
1.19
|
|
7
The Company’s share-based compensation is classified in the same expense line item as cash compensation. Information about share-based compensation included in the unaudited results of operations for the three and six months ended June 30, 2017 and 2016 is as follows (in thousands):
|
|
For
the
Three
Months
Ended
June 30,
|
|
|
For
the
Six
Months
Ended
June 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Officer compensation
|
|
$
|
18
|
|
|
$
|
33
|
|
|
$
|
37
|
|
|
$
|
66
|
|
Non-employee directors
|
|
|
9
|
|
|
|
16
|
|
|
|
18
|
|
|
|
32
|
|
Sales, general and administrative
|
|
|
9
|
|
|
|
29
|
|
|
|
21
|
|
|
|
57
|
|
Total stock option expense, included in
total operating expenses
|
|
$
|
36
|
|
|
$
|
78
|
|
|
$
|
76
|
|
|
$
|
155
|
|
NOTE 4. Earnings Per Share
Basic earnings per share are computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per share are computed similarly to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential additional common shares that were dilutive had been issued. Common share equivalents are excluded from the computation if their effect is anti-dilutive. The Company’s common share equivalents consist of stock options.
Common shares from the potential exercise of certain options are excluded from the computation of diluted earnings (loss) per share if their exercise prices are greater than the Company’s average stock price for the period. For both the three and six month periods ended June 30, 2017, the number of such shares excluded was 1,066,000. For both the three and six month periods ended June 30, 2016, the number of such shares excluded was 551,000. In addition, because their effect would have been anti-dilutive, common shares from exercise of 571,000 in-the-money options for both the three and six month periods ended June 30, 2016 were excluded from the computation of net loss per share. No such shares were excluded for both the three and six month periods ended June 30, 2017.
NOTE 5. Income Taxes
The Company made a comprehensive review of its portfolio of uncertain tax positions in accordance with applicable standards of the Financial Accounting Standards Board (“FASB”). In this regard, an uncertain tax position represents the Company’s expected treatment of a tax position taken in a filed tax return, or planned to be taken in a future tax return, that has not been reflected in measuring income tax expense for financial reporting purposes. As a result of this review, the Company concluded that at this time there are no uncertain tax positions, and there has been no cumulative effect on retained earnings.
The Company is subject to U.S. federal income tax as well as income tax in multiple states and foreign jurisdictions. For all major taxing jurisdictions, the tax years 2004 through 2016 remain open to examination or re-examination. As of June 30, 2017, the Company does not expect any material changes to unrecognized tax positions within the next twelve months.
The Company recognizes the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns. Fluctuations in the actual outcome of these future tax consequences could materially impact the Company’s financial position or results of operations. For the three and six months ended June 30, 2017, deferred income tax assets and the corresponding valuation allowances increased by $320,000 and $541,000, respectively.
8
NOTE 6. Inventory
Inventory is stated at the lower of cost (first-in, first-out) or market and consists primarily of cellular phones and cellular phone accessories. The Company records a reserve against inventories to account for obsolescence and possible price concessions required to liquidate inventories below cost. During the six months ended June 30, 2017, the inventory reserve balance was increased by $58,000. As of June 30, 2017 and December 31, 2016, the inventory reserve was $142,000 and $84,000, respectively. From time to time, the Company has prepaid inventory as a result of payments for products which have not been received by the balance sheet date. As of June 30, 2017 and December 31, 2016, the prepaid inventory balances were $781,000 and $1,112,000, respectively, which are included in prepaid assets in the accompanying consolidated balance sheets. Inventory consists of the following (in thousands):
|
|
June 30,
2017
(unaudited)
|
|
|
December 31,
2016
(audited)
|
|
Finished goods
|
|
$
|
5,889
|
|
|
$
|
4,155
|
|
Inventory reserve
|
|
|
(142
|
)
|
|
|
(84
|
)
|
Net inventory
|
|
$
|
5,747
|
|
|
$
|
4,071
|
|
NOTE 7. Property and Equipment
Property and equipment are primarily located in the United States and China and consisted of the following as of the dates presented (in thousands):
|
|
June 30,
2017
(unaudited)
|
|
|
December 31,
2016
(audited)
|
|
Machinery and equipment
|
|
$
|
766
|
|
|
$
|
384
|
|
Furniture and fixtures
|
|
|
164
|
|
|
|
164
|
|
Subtotal
|
|
|
930
|
|
|
|
548
|
|
Less accumulated depreciation
|
|
|
(490
|
)
|
|
|
(416
|
)
|
Total
|
|
$
|
440
|
|
|
$
|
132
|
|
Depreciation expense for the three and six months ended June 30, 2017 was $53,000 and $74,000, respectively. Depreciation expense for the three and six months ended June 30, 2016 was $22,000 and $43,000, respectively.
NOTE 8. Accrued Expenses
As of June 30, 2017 and December 31, 2016, accrued expenses consisted of the following (in thousands):
|
|
June 30,
2017
(unaudited)
|
|
|
December 31,
2016
(audited)
|
|
Accrued product costs
|
|
$
|
296
|
|
|
$
|
400
|
|
Accrued coop advertising
|
|
|
29
|
|
|
|
44
|
|
Accrued vacation pay
|
|
|
166
|
|
|
|
179
|
|
Income taxes payable
|
|
|
3
|
|
|
|
—
|
|
Other accruals
|
|
|
641
|
|
|
|
974
|
|
Total
|
|
$
|
1,135
|
|
|
$
|
1,597
|
|
9
NOTE 9. Line of Credit
The Company is party to a Loan and Security Agreement and an attendant Intellectual Property Security Agreement (collectively the “Agreement”) with Silicon Valley Bank (“SVB” or the “Bank”) which is secured by substantially all of the Company’s assets. The Agreement contains representations and warranties, affirmative and restrictive covenants, and events of default which are customary for credit facilities of this type. The Agreement originally provided the Company with the ability to borrow against both its domestic and foreign eligible accounts receivable based on specified advance rates. It was then augmented in October 2016 to provide for a $2 million sublimit that enabled the Company to borrow against its Mexican peso deposits held at the Bank at a 70% advance rate with such borrowings bearing interest at the prime rate. In March 2017, due to the Company’s continuing losses, the Agreement was amended to eliminate the Company’s ability to borrow against its accounts receivable and all related financial covenants were removed. At June 30, 2017, the Company was in compliance with all its non-financial covenants under the Agreement and no amounts were drawn against the credit facility, which matures on September 27, 2017.
NOTE 10. Foreign Exchange Hedging Facility
On January 14, 2016, the Company entered into an Agreement for Purchase and Sale of Foreign Securities (the “FS Agreement”) with SVB. Under the FS Agreement, the Company and SVB can enter into foreign currency spot contracts, forward contracts, forward window contracts and options to manage the Company’s foreign currency risk. On January 20, 2016, the Company entered into forward contracts designated as cash flow hedges to protect against the foreign currency exchange rate risk of the Mexican peso inherent in its forecasted net sales and cash collections from customers in Mexico. The hedges matured on a monthly basis through June 30, 2016. Changes in the fair value of the hedges were initially recorded in accumulated other comprehensive loss as a separate component of stockholders’ equity in the Consolidated Balance Sheet and subsequently reclassified into earnings as other income (loss) on the Consolidated Statement of Operations and Comprehensive Income (Loss) in the period in which the hedge matured. During the three and six months ended June 30, 2016, the Company recorded a losses of $157,000 and $325,000, respectively, on forward contracts that matured during the periods. During the three months ended March 31, 2017, the Company recorded a loss of $12,000 on a peso option that it purchased in January 2017 and subsequently sold in February 2017. No such losses were recorded during the three months ended June 30, 2017 and no foreign exchange hedging instruments were outstanding under the FS Agreement at June 30, 2017.
NOTE 11. Recent Accounting Pronouncements
Recently Adopted:
In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, “Presentation of Financial Statements Going Concern (Subtopic 205-40) -Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” This ASU requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the ASU (1) provides a definition of the term substantial doubt, (2) requires an evaluation every reporting period, including interim periods, (3) provides principles for considering the mitigating effect of management’s plans, (4) requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) requires an express statement and other disclosures when substantial doubt is not alleviated, and (6) requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). This standard was effective for the fiscal years ending after December 15, 2016, and for annual periods and interim periods thereafter. As discussed in Note 2 above, the Company adopted this guidance effective January 1, 2017, which adoption did not have an impact on the Company’s consolidated financial statements.
In March 2016, the FASB issued ASU No. 2016-05, “Derivatives and Hedging (Topic 815),” which clarifies that a change in the counterparty to a derivative instrument that has been designed as a hedging instrument under Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. ASU 2016-05 was effective for annual and interim reporting periods within those years beginning after December 15, 2016, with application either on a prospective basis or through a modified retrospective basis. The Company adopted this guidance effective January 1, 2017, which adoption did not have an impact on the Company’s consolidated financial statements.
10
In March 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718),” which simplifies several aspects of the accounting for share-based payments, including immediate recognition of all excess tax benefits and deficien
cies in the income statement, changing the threshold to qualify for equity classification up to the employees’ maximum statutory tax rates, allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest
or account for forfeitures as they occur, and clarifying the classification on the statement of cash flows for the excess tax benefit and employee taxes paid when an employer withholds shares for tax-withholding purposes. ASU 2016-09 was effective for ann
ual and interim reporting periods within those years beginning after December 15, 2016. This update should be applied through the following methods: 1) a modified retrospective transition approach as related to the timing of when tax benefits are recognize
d, minimum statutory withholding requirements, forfeitures, and intrinsic value, 2) retrospectively as related to the presentation of employee taxes paid on the statement of cash flows when an employer withholds hares to meet the minimum statutory withhold
ing requirement, 3) prospectively as related to the recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term and 4) either prospective transition method or a retrospective tran
sition method as related to the presentation of excess tax benefits on the statement of cash flows.
The Company adopted this guidance effective January 1, 2017, which adoption did not have an impact on the Company’s consolidated financial statements.
Issued (Not adopted yet):
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, this guidance requires that entities disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting revenue gross versus net),” which clarifies gross versus net revenue reporting when another party is involved in the transaction. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers - Identifying Performance Obligations and Licensing,” which amends the revenue guidance on identifying performance obligations and accounting for licenses of intellectual property. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers - Narrow-Scope Improvements and Practical Expedients,” which provides narrow-scope improvements to the guidance on collectability, non-cash consideration, and completed contracts at transition. In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” which amended the guidance on performance obligation disclosures and makes technical corrections and improvements to the new revenue standard. The standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and permits early adoption on a limited basis. The update permits the use of either the retrospective or cumulative effect transition method. The Company is currently evaluating this new guidance to determine the impact it will have on its consolidated financial statements as well as the expected adoption method.
In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which revises the accounting related to lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use (“ROU”) asset for all leases. For finance leases the lessee would recognize interest expense and amortization of the ROU asset and for operating leases the lessee would recognize a straight-line total lease expense. The new lease guidance also simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. ASU 2016-02 is effective for annual and interim reporting periods within those years beginning after December 15, 2018 and early adoption is permitted. This update should be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the new guidance to determine the impact it will have on its consolidated financial statements.
In May 2017, the FASB issued ASU No.
2017-09
, “Compensation—Stock Compensation (Topic 718), Scope of Modification Accounting.” ASU
2017-09
clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions or the classification of the award changes as a result of the change in terms or conditions. The guidance is effective prospectively for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and early adoption is permitted. The Company does not expect the adoption of this new guidance to have a material impact on the Company’s consolidated financial statements.
Other accounting standards updates effective after June 30, 2017 are not expected to have a material effect on our consolidated financial statements.
11
NOTE 12. Geographic Information
The Company currently operates in one business segment. Fixed assets are principally located in Company or third-party facilities in the United States and Asia. The unaudited net sales by geographical area for the three and six months ended June 30, 2017 and 2016 were (in thousands):
|
|
For
the
Three
Months
Ended
June 30,
|
|
|
For
the
Six
Months
Ended
June 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Central America
|
|
$
|
743
|
|
|
$
|
4,345
|
|
|
$
|
1,082
|
|
|
$
|
7,980
|
|
South America
|
|
|
722
|
|
|
|
794
|
|
|
|
1,606
|
|
|
|
2,413
|
|
Mexico
|
|
|
1,853
|
|
|
|
4,459
|
|
|
|
3,526
|
|
|
|
6,241
|
|
U.S.-based Latin American distributors
|
|
|
1,979
|
|
|
|
2,175
|
|
|
|
5,303
|
|
|
|
3,745
|
|
United States
|
|
|
—
|
|
|
|
353
|
|
|
|
1
|
|
|
|
1,157
|
|
Total
|
|
$
|
5,297
|
|
|
$
|
12,126
|
|
|
$
|
11,518
|
|
|
$
|
21,536
|
|
The Company ceased offering its products in the United States on September 30, 2016 due to a decline in United States products sales as well as the costs of patent litigation associated with the Company’s sales in the United States.
NOTE 13. Commitments and Contingencies
The Company has in the past and may in the future become involved in certain legal proceedings and claims which arise in the normal course of business. As of the filing date of this report, the Company did not have any significant litigation outstanding.
NOTE 14. Fair Value of Financial Instruments
The FASB accounting guidance requires disclosure of fair value information about financial instruments, whether or not recognized in the accompanying consolidated balance sheets. Fair value as defined by the guidance is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value estimates of financial instruments are not necessarily indicative of the amounts we might pay or receive in actual market transactions. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Effective April 1, 2008 the Company adopted and follows ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), which established a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instruments categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement.
The Company’s cash, cash equivalents and forward contracts used to hedge foreign currency risk are measured at fair value in the Company’s consolidated financial statements and are valued using unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 inputs under ASC 820). The carrying amount of our accounts receivable, other accounts receivable, prepaid expenses, accounts payable and other accrued expenses reported in the consolidated balance sheets approximates fair value because of the short maturity of those instruments.
At June 30, 2017 and December 31, 2016, we did not have any material applicable nonrecurring measurements of nonfinancial assets and nonfinancial liabilities.
NOTE 15. Subsequent Events
On July 25, 2017, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) by and among the Company, Cooltech Holding Corp. (“Cooltech”), and the Company’s wholly-owned subsidiary, InfoSonics Acquisition Sub, Inc. (“Merger Sub”), pursuant to which Cooltech will merge with and into the Merger Sub (the “Merger”), with Cooltech surviving as a wholly-owned subsidiary of InfoSonics. The Merger Agreement provides that the Company will issue an aggregate of 62.5 million shares of its common stock in exchange for all of the outstanding capital stock of Cooltech. The Merger and the transactions contemplated thereby are subject to a number of customary closing conditions, including approval of the Merger Agreement and the Merger by the Company’s stockholders.
S
tockholders of the Company will be asked to vote on the adoption and approval of the Merger Agreement and the Merger at a special meeting of stockholders to be called by the Company.
12
On August 2, 2017, in accordance with a provision of the Merger Agreement, certai
n investors affiliated with Cooltech purchased from the Company 2.5 million shares of Company common stock at a price of $0.40 per share in cash and warrants exercisable into 2.5 million additional shares of Company common stock with an exercise price of $
0.484 per share (a 10% premium to the closing bid price of Company common stock on the NASDAQ Capital market on July 24, 2017). The approximately $1 million of proceeds from this sale of stock will be used by the Company to cover costs associated with the
Merger and related financings. On August 3, 2017, certain investors affiliated with Cooltech entered into a purchase agreement to purchase from the Company an additional 4.375 million shares of Company common stock and warrants to purchase an equal numbe
r of shares under the same terms, contingent upon receipt of stockholder approval of such issuance in accordance with Nasdaq rules. The proceeds from such sale have been escrowed pending receipt of stockholder approval and the closing of the Merger.
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