425 1 ifon-8k_20180212.htm 8-K SPECIAL MEETING DATES ifon-8k_20180212.htm



Washington, D.C. 20549


Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 12, 2018

InfoSonics Corporation
(Exact name of registrant as specified in its charter)

Commission File Number: 001-32217



(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)


4435 Eastgate Mall, Suite 320

San Diego, CA 92121
(Address of principal executive offices, including zip code)

(858) 373-1600
(Registrant’s telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 8.01.Other Events.

On February 12, 2018, InfoSonics Corporation (the “Company”) issued a press release announcing that it had established a record date of February 5, 2018 and a meeting date of March 7, 2018 for a special meeting of its shareholders to be held at 10:00 am, Pacific Time, at the offices of Perkins Coie LLP located at 11988 El Camino Real, Suite 350, San Diego, California 92130, at which InfoSonics shareholders will vote on matters related to the proposed merger with Cooltech Holding Corp. (“Cooltech”).  In addition, the Company announced that the registration statement filed on Form S-4 with the Securities and Exchange Commission (“SEC”), as amended, was declared effective on February 12, 2018.


A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01.Financial Statements and Exhibits.


(d)       Exhibits.




Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




InfoSonics Corporation










February 12, 2018


/s/ Vernon A. LoForti




Vernon A. LoForti




Chief Financial Officer