InfoSonics Corporation (NASDAQ:IFON) Files An 8-K Material Modification to Rights of Security HoldersItem 3.03.Material Modification to Rights of Security Holders.
The information provided in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 10, 2017, InfoSonics Corporation (the “Company”) filed Articles of Amendment to its Articles of Incorporation (the “Articles of Amendment”) with the State Department of Assessments and Taxation of the State of Maryland to effect a one-for-five reverse split of the Company’s issued and outstanding common stock (the “Reverse Stock Split”), and the Reverse Stock Split became effective in accordance with the terms of the Articles of Amendment at 4:01 p.m. Eastern Time on October 10, 2017 (the “Effective Time”).
At the Effective Time, every five shares of the Company’s common stock issued and outstanding were automatically combined into one share of common stock, without any change in the par value per share. The Company will not issue any fractional shares in connection with the Reverse Stock Split. Instead, fractional shares will be rounded up to the next largest whole number. The Reverse Stock Split will not modify the rights or preferences of the common stock. Proportional adjustments have been made to the conversion and exercise prices of the Company’s outstanding warrants and stock options, and to the number of shares issued and issuable under the Company’s equity compensation plans.
The Company’s transfer agent, Computershare Trust Company, N.A., is the exchange agent for the Reverse Stock Split and will correspond with stockholders of record regarding the Reverse Stock Split. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split.
The Company’s common stock began trading on the NASDAQ Capital Market on a split-adjusted basis on Wednesday, October11,2017. The new CUSIP number for the Company’s common stock following the Reverse Stock Split is 456784206.
The foregoing description of the Articles of Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Articles of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form8‑K, and is incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits.
InfoSonics Corp ExhibitEX-3.1 2 ifon-ex31_6.htm EX-3.1 ifon-ex31_6.htm Exhibit 3.1 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF INFOSONICS CORPORATION InfoSonics Corporation,…To view the full exhibit click here
About InfoSonics Corporation (NASDAQ:IFON)
InfoSonics Corporation is a provider of wireless handsets (phones, cell phones, mobile phones, feature phones and smartphones), tablets and accessories to carriers and distributors in Latin America and the United States. The Company defines, sources and sells a line of products under the verykool brand. Its verykool products include a range of global system for mobile communication (GSM) feature phones and Android-based smartphones. The Company is the parent company of various subsidiaries engaged in the design, development, manufacturing, sale and distribution of the Company’s line of products. It also provides service and support in the countries where its branded products are sold. It provides wireless handsets and accessories to carriers, distributors and original equipment manufacturer (OEM) customers in Latin America, Asia Pacific, Europe, Africa and the United States. Its verykool products are sold in over 20 countries and approximately five continents around the world.
