0000912282-19-000071.txt : 20190702 0000912282-19-000071.hdr.sgml : 20190702 20190702123808 ACCESSION NUMBER: 0000912282-19-000071 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190702 DATE AS OF CHANGE: 20190702 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cool Holdings, Inc. CENTRAL INDEX KEY: 0001274032 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 330599368 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79915 FILM NUMBER: 19936051 BUSINESS ADDRESS: STREET 1: 2001 NW 84TH AVENUE CITY: MIAMI STATE: FL ZIP: 33122 BUSINESS PHONE: 8583731675 MAIL ADDRESS: STREET 1: 2001 NW 84TH AVENUE CITY: MIAMI STATE: FL ZIP: 33122 FORMER COMPANY: FORMER CONFORMED NAME: InfoSonics Corp DATE OF NAME CHANGE: 20170925 FORMER COMPANY: FORMER CONFORMED NAME: INFOSONICS Corp DATE OF NAME CHANGE: 20130401 FORMER COMPANY: FORMER CONFORMED NAME: INFOSONICS CORP DATE OF NAME CHANGE: 20031219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Diaz Mauricio CENTRAL INDEX KEY: 0001733839 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 48 NW 25 ST 108 CITY: MIAMI STATE: FL ZIP: 33127 SC 13D 1 coolhold-diaz13d_062419.htm
SCHEDULE 13D
Under the Securities Exchange Act of 1934
COOL HOLDINGS, INC.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
21640C105
(CUSIP Number)
Mauricio Diaz
1240 Campamento Avenue
Coral Gables, FL 33156
(305) 923-1408
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 22, 2018
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 Mauricio Diaz ("Diaz")
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 PF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 1,265,382 common shares
 
 
 
 
8
SHARED VOTING POWER
 
 
 0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 1,265,382 common shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 1,265,382 common shares, which includes 424,348 unexercised warrants
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
13.62%*
* The percentages used herein are calculated based upon 8,868,531 outstanding shares of the Issuer as of May 15, 2019, plus 424,348 common shares in aggregate underlying warrants which are beneficially owned by Diaz and included pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended.
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 IN
 
 
 
 

Item 1.  Security and Issuer.

Cool Holdings, Inc. ("Issuer")
2001 NW 84th Avenue
Miami, Florida 33122

Common Shares, $0.001 par value

Item 2.  Identity and Background.

a.
Name:

Mauricio Diaz

b. Address:

1240 Campamento Avenue, Coral Gables, FL 33156

c. Occupation

Entrepreneur

d. Criminal Proceedings and Convictions:

There were no criminal proceedings during the last five years referred to in Item 2(d), in which Diaz was convicted.
e. Civil Proceeidngs and Judgment, Decree or Order:

There were no civil proceedings during the last five years referred to in Item 2(e), in which Diaz was a party or was or is subject to a judgment, decree or final order.
f. Citizenship:

United States

Item 3.  Source or Amount of Funds or Other Consideration.

PF


Item 4.  Purpose of Transaction.

On March 12, 2018, Diaz was appointed as chief executive officer and as a director of InfoSonics Corp. and simultaneously acquired 125,014 common shares of the Issuer in connection with a merger between InfoSonics Corp. and Cool Holdings, Inc. (the “Merger”).  The 125,014 common shares were held indirectly by Bliss Investment Group, LLC, a Florida limited liability company in which Diaz has a 100% pecuniary interest with sole voting and dispositive power (“Bliss”).  Diaz held 6.37% of the Issuer’s 1,962,057 total outstanding shares as of March 12, 2018.
On August 15, 2018, Diaz exchanged debt obligations held through existing promissory notes into 424,348 common shares of the Issuer at a conversion price of $3.68 per share and acquired 424,348 warrants, exercisable into common shares of the Issuer at an exercise price of $3.56 per share.  The 424,348 shares and 424,348 warrants were held indirectly through Bliss.  As of August 15, 2018, Diaz held 14.149% of the Issuer’s outstanding common shares based on 3,351,632 total outstanding shares on August 14, 2018, plus 3,110,034 common shares issued in connection with the debt exchange (“Debt Exchange Shares”), together with the 424,348 warrants held by the reporting person, included pursuant to Rule 13d-3(d)(1).
On August 17, 2018, Diaz received 41,672 common shares of the Issuer at a price of $3.82 per share in connection with the exercise of an option to acquire assets of electronic stores in the Dominican Republic (the “Unitron Assets”).  The 41,672 shares were held indirectly through Bliss.  As of August 17, 2018, Diaz held 13.52% of the Issuer’s outstanding common shares based on 3,351,632 total outstanding shares on August 14, 2018, plus the Debt Exchange Shares and 625, 077 common shares issued in connection with the Unitron Assets acquisition, together with the 424,348 warrants held by the reporting person included pursuant to Rule 13d-3(d)(1).
On May 13, 2019, Diaz acquired 250,000 common shares of the Issuer at a price of $2.60 per share.  As of May 13, 2019, Diaz held 13.62% of the Issuer’s outstanding common shares based on 8,868,531 total outstanding shares on May 13, 2019, together with the 424,348 warrants held by the reporting person, included pursuant to Rule 13d-3(d)(1).
On June 5, 2019, Diaz ceased to be an officer and director of the Issuer with no continuing control intent or purpose, holding 13.62% of the Issuer’s outstanding common shares based on 8,878,531 total outstanding shares on June 5, 2019, together with the 424,348 warrants held by the reporting person, included pursuant to Rule 13d-3(d)(1).
Item 5.  Interest in Securities of the Issuer.

250,000 common shares held directly by Diaz
591,034 common shares held indirectly by Diaz through Bliss
Warrants exercisable for 424,348 common shares held indirectly by Diaz through Bliss
Total:  1,265,382 common shares

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Agreement and Plan of Merger dated July 25, 2017 (Filed as Exhibit 2.1 to InfoSonics Corp.’s 8‑K filed July 26, 2017)

Exchange Agreement (Filed as Exhibit 10.1 to Issuer’s 8-K filed on August 15, 2018)

$3.56 Warrant (Filed as Exhibit 10.2 to Issuer’s 8-K filed on August 15, 2018)

Option Agreement, First Amendment to Option Agreement and Notice of Exercise for Unitron Assets (Exhibits 10.1, 10.2 and 10.3 to Issuer’s 8-K filed August 20, 2018)

Item 7.  Material to Be Filed as Exhibits.
 
N/A
 
 


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  July 1, 2019
 
 
 
 
By:
 /s/ Mauricio Diaz
   
Name:  Mauricio Diaz