SEC Form 4 · accession 0001225208-18-012988
Cool Holdings, Inc. · AWSM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mauricio Diaz
Officer — CEO · Director
Period of report
Jun 22, 2018
Accepted (ET)
Aug 30, 2018 · 6:09 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001274032
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 15, 2018 | C | 424,348 | $3.68 | A | 549,362 | I | By Bliss Investment Group, LLC |
| Common StockF3,F2 | Aug 17, 2018 | A | 41,672 | $3.82 | A | 591,034 | I | By Bliss Investment Group, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Promissory NotesF2,F4 | $3.68 | Jun 22, 2018 | A | 424,348 | A | — | — | Common Stock | 424,348 | 424,348 | I |
| Promissory NotesF2,F5 | $3.68 | Aug 15, 2018 | C | 424,348 | D | — | — | Common Stock | 424,348 | 0 | I |
Explanation of responses
- F1Issuance of shares pursuant to the terms of the Exchange Agreement described in footnote 4.
- F2The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- F3Issuance of shares to the reporting person pursuant to (i) the Agreement and Plan of Merger, dated July 25, 2017, and as amended thereafter, by and among the issuer, Cooltech Holding Corp., a Nevada corporation ("Cooltech"), and InfoSonics Acquisition Sub, Inc., a Nevada corporation and wholly owned subsidiary of the issuer (the transactions contemplated thereby, the "Merger") and (ii) exercise of the option evidenced by the Option Agreement, dated January 5, 2018, and as amended thereafter, by and between OneClick International, LLC, a Florida limited liability company, and Delavaco Partners Inc., an Ontario corporation, issued in connection with the Merger.
- F4In connection with the issuer's assumption of obligations of Cooltech under promissory notes held by the reporting person ("Exchange Notes"), the reporting person entered into an Exchange Agreement as of June 22, 2018 with the issuer, pursuant to which the Exchange Notes could be surrendered for shares of common stock of the issuer, based on a per share price of $3.68.
- F5Surrender of Exchange Notes for shares of common stock.