IFON Cool Holdings (delisted)

Item 1.01. Entry into a Material Definitive Agreement.

On January 19, 2018, InfoSonics Corporation, a Maryland corporation (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) for the sale of three year 0% convertible notes and warrants, generating approximately $1 million in net proceeds (the “Offering”), such proceeds being obtained solely from accredited investors affiliated with Cooltech Holding Corp. (“Cooltech”) in compliance with the exemption from registration provided by Section 4(a)(2) of the Securities Act or Rule 505 of Regulation D thereunder. The Company will use the proceeds of the Offering to pay Company expenses related to the merger with Cooltech and for general corporate purposes.

The notes are convertible into an aggregate of 570,287 shares of common stock of the Company and the warrants are exercisable for 570,287 shares of common stock of the Company at an exercise price of $1.83 per share. The notes bear no interest but contain customary default terms, which would accelerate repayment of the principal amount outstanding and not converted into common stock at the time of the default. The warrants will be exercisable commencing six months from January 19, 2018 and have a term of exercise equal to three years.

Under NASDAQ Listing Rule 5635, we may not issue securities representing more than 19.99% of the outstanding common stock of the Company prior to receiving stockholder approval. If we do not obtain stockholder approval for this Offering, the notes and warrants issued pursuant to the Securities Purchase Agreement will not be convertible or exercisable in excess of 19.99% of the outstanding common stock of the Company and we will be required to resubmit this proposal at least every 120 days. In certain circumstances, we may also be subject to certain liquidated damages of up to 1% of the aggregate value of the notes for each month in which we fail to obtain stockholder approval up to an aggregate of 12%. Our requirement to obtain stockholder approval for the Offering is not contingent on the consummation of the merger with Cooltech.

The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.

The foregoing description of the Securities Purchase Agreement, notes and warrants do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the full text of such document, each of which are attached hereto as Exhibit 10.1, Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference. A copy of the press release announcing the Offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.