Item 1.01.
Entry into a Material Definitive Agreement.
Amendment No. 2 to Merger Agreement
On January 5, 2018, InfoSonics Corporation (the “Company”) entered into Amendment No. 2 to Agreement and Plan of Merger (the “Merger Amendment”) with Cooltech Holding Corp. (“Cooltech”) and the Company’s wholly-owned subsidiary, InfoSonics Acquisition Sub, Inc. (“Merger Sub’), pursuant to which the Agreement and Plan of Merger, dated as of July 25, 2017, as amended on September 14, 2017, by and among the Company, Cooltech and Merger Sub (the “Merger Agreement”) was amended to account for the reverse stock split that occurred on October 10, 2017, significantly reduce the total amount of Merger Consideration (as defined in the Merger Amendment), extend the End Date (as defined in the Merger Amendment) to March 14, 2018, and certain minor changes.
The foregoing description of the Merger Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the document, which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Amendment No. 1 to Securities Purchase Agreement
On December 31, 2017, the Company 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 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 December 31, 2017 to January 5, 2018.
The foregoing description of the SPA Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the document which is attached hereto as Exhibit 2.2 to this Current Report on Form 8-K, and is incorporated herein by reference.
Amendment No. 2 to Securities Purchase Agreement
On January 5, 2018, the Company 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.
The foregoing description of the SPA Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the document which is attached hereto as Exhibit 2.3 to this Current Report on Form 8-K, and is incorporated herein by reference.