IFON Cool Holdings (delisted)

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.

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.

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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.

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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.

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

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.

“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.

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.

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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.

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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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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:

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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.

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:

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:

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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:

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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:

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:

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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 assumptions:

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Cooltech’s Financial Projection assumptions:

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:

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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.

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.