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| CIK | 1274032 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Simply Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| July 29, 2022 |
144/A 1 form144a.htm FORM 144/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 OMB APPROVAL OMB Number: 3235-0101 Expires: July 31, 2023 Estimated average burden hours per response... 1.0 SEC USE ONLY DOCUMENT SEQUENCE NO. ATTENTION: Transmit for filing 3 copies of this for |
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| July 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 OMB APPROVAL OMB Number: 3235-0101 Expires: July 31, 2023 Estimated average burden hours per response... 1.0 SEC USE ONLY DOCUMENT SEQUENCE NO. ATTENTION: Transmit for filing 3 copies of this form concurrently with either placi |
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| July 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 OMB APPROVAL OMB Number: 3235-0101 Expires: July 31, 2023 Estimated average burden hours per response... 1.0 SEC USE ONLY DOCUMENT SEQUENCE NO. ATTENTION: Transmit for filing 3 copies of this form concurrently with either placi |
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| June 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2022 (June 14, 2022) Simply, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisdiction of |
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| June 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2022 Simply, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisdiction of incorporation) ( |
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| April 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 29, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File No. 001-32217 Simply, Inc. (Exact |
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| April 22, 2022 |
Description of Securities Registered under Section 12 of the Exchange Act of 1934 Exhibit 4.4 DESCRIPTION OF SIMPLY, INC. SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT OF 1934 As of the date of this Annual Report on Form 10-K of which this Exhibit 4.4 is a part, Simply, Inc. (the ?Company?, ?we?, ?us? or ?our?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: the Company?s common stock. Description of Commo |
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| April 22, 2022 |
EXHIBIT 21 Subsidiaries of Simply, Inc. ? Cooltech Corp. (Canada Corporation) ? Cooltech Holding, Inc. (Nevada Corporation) ? InfoSonics de Mexico S.A. de C.V. (Mexico Corporation) ? InfoSonics de Panama (Panama Corporation) ? Simply Mac, Inc. (Utah Corporation) |
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| April 5, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2022 (March 31, 2022) Simply, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisdiction o |
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| January 31, 2022 |
SIMP / Simply, Inc. / SOL Global Investments Corp. - FORM SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 10) Under the Securities Exchange Act of 1934 Simply Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 82901A105 (CUSIP Number) Andrew DeFrancesco Suite 5600, 100 King Street West, Toronto, ON, Canada, M5X 1C9, 1-646-508-1721 (Name, Address and Telephone Number of Person Authorized |
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| January 31, 2022 |
SIMP / Simply, Inc. / SOL Global Investments Corp. - FORM SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 9) Under the Securities Exchange Act of 1934 Simply Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 82901A105 (CUSIP Number) Andrew DeFrancesco Suite 5600, 100 King Street West, Toronto, ON, Canada, M5X 1C9, 1-646-508-1721 (Name, Address and Telephone Number of Person Authorized |
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| January 31, 2022 |
JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. |
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| January 31, 2022 |
JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. |
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| January 20, 2022 |
January 18, 2022 Amendment to Loan and Security Agreement. Exhibit 4.1 JANUARY 18, 2022 AMENDMENT TO LOAN AND SECURITY AGREEMENT This JANUARY 18, 2022 AMENDMENT TO LOAN AND SECURITY AGREEMENT (the ?Amendment?) is dated as of the foregoing date (the ?Effective Date?), and agreed to by and between SIMPLY, INC., Maryland corporation, and SIMPLY MAC, INC., a Utah corporation (together, and jointly and severally, the ?Borrower?), BRAEBEACON HOLDINGS INC. (?Gua |
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| January 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2022 (January 18, 2022) Simply, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisdict |
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| December 20, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2021 (December 17, 2021) Simply, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisdi |
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| December 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number—001-32217 Simply, |
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| December 6, 2021 |
SIMP / Simply, Inc. / SOL Global Investments Corp. - FORM SC 13D/A Activist Investment SC 13D/A 1 formsc13da.htm FORM SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 8) Under the Securities Exchange Act of 1934 Simply Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 82901A105 (CUSIP Number) Andrew DeFrancesco Suite 5600, 100 King Street West, Toronto, ON, Canada, M5X 1C9, 1-646-508-1721 (Name, Address an |
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| November 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2021 (November 23, 2021) Simply, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisdi |
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| November 29, 2021 |
EXHIBIT 4.1 Loan and Security Agreement Borrower: Simply, Inc. 1680 Michigan Avenue, Suite 817 Miami Beach, FL 33139 Borrower: Simply Mac, Inc. 155 North 400 West, Suite 170 Salt Lake City, UT 84103 Date: November 23, 2021 (the ?Effective Date?) THIS LOAN AND SECURITY AGREEMENT (the ?Agreement?) is entered into on the above date between Line Financial Corp., a Texas corporation, with a principal o |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| November 8, 2021 |
COMMON STOCK PURCHASE WARRANT SIMPLY, INC. Exhibit 4.2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO SIMPLY, INC. IS SUPPLIED TO THE EFF |
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| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2021 (November 5, 2021) Simply, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisdict |
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| November 8, 2021 |
EX-4.1 2 simp-ex417.htm EX-4.1 Exhibit 4.1 THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO |
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| October 22, 2021 |
EX-4.1 2 simp-ex416.htm EX-4.1 Exhibit 4.1 THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO |
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| October 22, 2021 |
COMMON STOCK PURCHASE WARRANT SIMPLY, INC. Exhibit 4.2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO SIMPLY, INC. IS SUPPLIED TO THE EFF |
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| October 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2021 (October 21, 2021) Simply, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisdict |
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| October 20, 2021 |
COMMON STOCK PURCHASE WARRANT SIMPLY, INC. Exhibit 4.2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO SIMPLY, INC. IS SUPPLIED TO THE EFF |
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| October 20, 2021 |
EX-4.1 2 simp-ex416.htm EX-4.1 Exhibit 4.1 THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO |
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| October 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2021 (October 14, 2021) Simply, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisdict |
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| October 8, 2021 |
SIMP / Simply, Inc. / SOL Global Investments Corp. - FORM SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 7) Under the Securities Exchange Act of 1934 Simply Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 82901A105 (CUSIP Number) Andrew DeFrancesco Suite 5600, 100 King Street West, Toronto, ON, Canada, M5X 1C9, 1-646-508-1721 (Name, Address and Telephone Number of Person Authorized |
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| September 15, 2021 |
SIMP / Simply, Inc. / SOL Global Investments Corp. - FORM SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 6) Under the Securities Exchange Act of 1934 Simply Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 82901A105 (CUSIP Number) Andrew DeFrancesco Suite 5600, 100 King Street West, Toronto, ON, Canada, M5X 1C9, 1-646-508-1721 (Name, Address and Telephone Number of Person Authorized |
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| September 14, 2021 |
SIMP / Simply, Inc. / SOL Global Investments Corp. - FORM SC 13D/A Activist Investment SC 13D/A 1 formsc13da.htm FORM SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 5) Under the Securities Exchange Act of 1934 Simply Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 82901A105 (CUSIP Number) Andrew DeFrancesco Suite 5600, 100 King Street West, Toronto, ON, Canada, M5X 1C9, 1-646-508-1721 (Name, Address an |
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| September 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number—001-32217 Simply, Inc |
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| September 8, 2021 |
SIMP / Simply, Inc. / SOL Global Investments Corp. - FORM SC 13D/A Activist Investment SC 13D/A 1 formsc13da.htm FORM SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 4) Under the Securities Exchange Act of 1934 Simply Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 82901A105 (CUSIP Number) Andrew DeFrancesco Suite 5600, 100 King Street West, Toronto, ON, Canada, M5X 1C9, 1-646-508-1721 (Name, Address an |
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| August 24, 2021 |
SIMP / Simply, Inc. / SOL Global Investments Corp. - FORM SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 3) Under the Securities Exchange Act of 1934 Simply Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 82901A105 (CUSIP Number) Andrew DeFrancesco Suite 5600, 100 King Street West, Toronto, ON, Canada, M5X 1C9, 1-646-508-1721 (Name, Address and Telephone Number of Person Authorized |
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| August 24, 2021 |
SIMP / Simply, Inc. / SOL Global Investments Corp. - FORM SC 13D/A Activist Investment SC 13D/A 1 formsc13da.htm FORM SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 2) Under the Securities Exchange Act of 1934 Simply Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 82901A105 (CUSIP Number) Andrew DeFrancesco Suite 5600, 100 King Street West, Toronto, ON, Canada, M5X 1C9, 1-646-508-1721 (Name, Address an |
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| August 17, 2021 |
JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. |
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| August 17, 2021 |
SIMP / Simply, Inc. / SOL Global Investments Corp. - FORM SC 13D/A Activist Investment SC 13D/A 1 formsc13da.htm FORM SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Simply Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 82901A105 (CUSIP Number) Andrew DeFrancesco, Suite 5600, 100 King Street West, Toronto, ON, Canada, M5X 1C9, 1-646-508-1721 (Name, Address a |
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| August 11, 2021 |
COMMON STOCK PURCHASE WARRANT SIMPLY, INC. EX-4.2 3 simp-ex427.htm EX-4.2 Exhibit 4.2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO SIMP |
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| August 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2021 (August 5, 2021) Simply, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisdiction |
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| August 11, 2021 |
Exhibit 4.1 THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO THE BORROWER IS SUPPLIED TO TH |
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| July 9, 2021 |
COMMON STOCK PURCHASE WARRANT SIMPLY, INC. Exhibit 4.2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO SIMPLY, INC. IS SUPPLIED TO THE EFF |
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| July 9, 2021 |
Exhibit 4.1 THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO THE BORROWER IS SUPPLIED TO TH |
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| July 9, 2021 |
8-K 1 simp-8k20210706.htm 8-K CONVERTIBLE NOTE AND WARRANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2021 (July 6, 2021) Simply, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001- |
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| June 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 1, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number—001-32217 Simply, Inc. |
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| May 3, 2021 |
JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. |
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| May 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Simply Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 82901A105 (CUSIP Number) Andrew DeFrancesco. Suite 5600, 100 King Street West, Toronto, ON, Canada, M5X 1C9. 1-646-508-1721 (Name, Address and Telephone Number of Person Authorized to Receive Notices |
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| April 30, 2021 |
10-K 1 simp-10k20210130.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File |
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| April 30, 2021 |
Description of Securities Registered under Section 12 of the Exchange Act of 1934 EX-4.4 2 simp-ex44192.htm EX-4.4 Exhibit 4.4 DESCRIPTION OF SIMPLY, INC. SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT OF 1934 As of the date of this Annual Report on Form 10-K of which this Exhibit 4.4 is a part, Simply, Inc. (the “Company”, “we”, “us” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: the Company’s c |
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| April 30, 2021 |
EXHIBIT 21 Subsidiaries of Simply, Inc. ? Cooltech Corp. (Canada Corporation) ? Cooltech Distribution LLC (Florida LLC) ? Cooltech Holding, Inc. (Nevada Corporation) ? InfoSonics de Guatemala S.A. (Guatemala Corporation) ? InfoSonics de Mexico S.A. de C.V. (Mexico Corporation) ? InfoSonics de Panama (Panama Corporation) ? InfoSonics El Salvador S.A. de C.V. (El Salvador Corporation) ? InfoSonics L |
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| March 17, 2021 |
EX-10.1 2 simp-ex1016.htm EX-10.1 Exhibit 10.1 U.S. Small Business Administration NOTE PURSUANT TO THE STATE OF FLORIDA OFFICE OF THE GOVERNOR EXECUTIVE ORDER NUMBER 20-95 (COVID-19 EMERGENCY ORDER – DOCUMENTARY STAMPS FOR SBA LOANS) ISSUED ON APRIL 6, 2020, EFFECTIVE ON APRIL 3, 2020, THE ASSESSMENT AND COLLECTION OF TAXATION IMPOSED UNDER CHAPTER 201, FLORIDA STATUTES, IS SUSPENDED FOR ALL NOTES |
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| March 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2021 (March 10, 2021) Simply, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisdiction |
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| January 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2021 (January 21, 2021) Simply, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisdict |
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| January 26, 2021 |
EX-10.1 2 simp-ex1016.htm EX-10.1 Exhibit 10.1 PROMISSORY NOTE Principal Amount:U.S.$400,000Issue Date: January 21, 2021 Due: April 21, 2021 FOR VALUE RECEIVED Simply Mac, Inc. (the “Issuer”), a corporation registered at 155 N. 400 W., Suite 170, Salt Lake City, UT 84103, hereby acknowledges itself indebted to and promises to pay on or before April 21, 2021 to or to the order of Taylor Capital LLC |
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| December 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number—001-32217 Simply, |
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| December 8, 2020 |
Submission of Matters to a Vote of Security Holders - 8-K - ANNUAL MEETING RESULTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2020 (December 4, 2020) Simply, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisdict |
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| November 4, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| October 29, 2020 |
SIMPLY, INC. 2001 NW 84th Avenue Miami, Florida 33122 October 28, 2020 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Simply, Inc. Request to Withdraw Registration Statement on Form S-3, as amended, Initially Filed on June 15, 2018 (File No. 333-225682) Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the "S |
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| October 27, 2020 |
Security Agreement between Simply, Inc. and Ingram Micro Inc., effective October 21, 2020. EX-4.1 2 awsmd-ex416.htm EX-4.1 Exhibit 4.1 SECURITY AGREEMENT The undersigned (hereinafter called the “Debtor”) has requested and receives an extension of credit terms or other financial accommodations to enable the purchase of products and services from INGRAM MICRO INC., including its divisions, affiliates and operating units (hereinafter called the “Secured Party”), and for such good and valua |
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| October 27, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2020 (October 21, 2020) Simply, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisdict |
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| October 15, 2020 |
Exhibit 3.1 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF COOL HOLDINGS, INC Cool Holdings, Inc, a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland (“SDAT”) that the Articles of Incorporation of the Company, as amended, restated and supplemented to date (collectively the “Charter”) are hereby amended as follows: FIRS |
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| October 15, 2020 |
8-K 1 awsm-8k20201009.htm 8-K CORPORATE ACTIONS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2020 (October 9, 2020) Simply, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-3221 |
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| October 15, 2020 |
Exhibit 99.1 PRESS RELEASE Cool Holdings Announces Name Change to “Simply, Inc.”, Ticker Symbol Change to “SIMP” and 1-for-10 Reverse Stock Split MIAMI, October 13, 2020 – Cool Holdings, Inc. (OTCQB: AWSM) (the “Company” or “Cool Holdings”) announced today that it will change its name to “Simply, Inc.”, change its ticker symbol on the OTCQB Venture Market to “SIMP” and effect a 1-for-10 reverse st |
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| September 15, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 1, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number—001-32217 Cool Holdi |
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| July 31, 2020 |
Cool Holdings Reports First Quarter Results EX-99.1 2 awsm-ex9916.htm EX-99.1 Exhibit 99.1 PRESS RELEASE Cool Holdings Reports First Quarter Results • Net Sales of $13.9 million • Reduction of $14.5 million of Debt MIAMI, July 31, 2020 – Cool Holdings, Inc. (OTCQB: AWSM), (the “Company” or “Cool Holdings”), the parent company of Simply Mac, Inc., the largest Apple Premier Partner in the U.S. (“Simply Mac”), today announced results for its f |
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| July 31, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 2, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number—001-32217 Cool Holdings |
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| July 31, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2020 Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisdiction of incorpor |
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| June 15, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2020 Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisdiction of incorpor |
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| June 9, 2020 |
8-K 1 awsm-8k20200605.htm 8-K FISCAL YEAR CHANGE; EMPLOYMENT AGREEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2020 (June 5, 2020) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commissio |
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| June 9, 2020 |
Employment Agreement between Cool Holdings, Inc. and Reinier Voigt, effective as of June 8, 2020. Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT dated as of June 8, 2020. BETWEEN: REINIER VOIGT (the "Executive") AND: Cool Holdings, Inc. (the "Employer") WHEREAS, the Employer wishes to retain the services of the Executive and the Executive wishes to accept employment with the Employer, all in accordance with the provisions of this Agreement. NOW THEREFORE for good and valuable consi |
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| June 3, 2020 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The unaudited pro forma condensed consolidated financial information presented below sets forth the financial position and results of operations of Cool Holdings, Inc. (“Cool Holdings” or the “Company”) after giving effect to the acquisition of Simply Mac, Inc. (“Simply Mac”). The following unaudited pro forma condensed |
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| June 3, 2020 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2020 (September 20, 2019) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 |
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| June 3, 2020 |
EX-99.2 4 awsm-ex99215.htm EX-99.2 Exhibit 99.2 Simply Mac, Inc. FINANCIAL STATEMENTS AS OF AUGUST 3, 2019 AND FOR THE 13 AND 26 WEEKS ENDED AUGUST 3, 2019 AND AUGUST 4, 2018 Simply Mac, Inc. Statements of Operations (Amounts in thousands) (unaudited) 13 Weeks Ended 26 Weeks Ended August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 Net sales $ 21,096 $ 23,290 $ 40,587 $ 44,195 Cost of sale |
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| June 3, 2020 |
Exhibit 99.1 Financial Statements for the fiscal years ended February 2, 2019 and February 3, 2018 Simply Mac, Inc. INDEX TO FINANCIAL STATEMENTS Page Simply Mac, Inc. Financial Statements: Independent Auditors’ Report F-2 Financial Statements: Balance Sheets F-3 Statements of Operations F-4 Statements of Stockholder’s Equity F-5 Statements of Cash Flows F-6 Notes to Financial Statements: 1. Natur |
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| May 29, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File No. 001-32217 Cool Holdings, Inc |
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| May 29, 2020 |
Subsidiaries of Cool Holdings, Inc. (+) EX-21 3 awsm-ex218.htm EX-21 EXHIBIT 21 Subsidiaries of Cool Holdings, Inc. • Cooltech Holding, Inc. (Nevada Corporation) • Cooltech Distribution LLC (Florida LLC) • Tekart LLC (Florida LLC) • Cooltech Corp. (Canada Corporation) • OneClick License LLC (Florida LLC) • OneClick International, LLC (Florida LLC) • OneClick Argentino S.R.L. (Argentina Corporation) • Verablue Caribbean Group S.R.L. (Dom |
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| May 29, 2020 |
EX-4.19 2 awsm-ex419358.htm EX-4.19 Exhibit 4.19 DESCRIPTION OF COOL HOLDINGS, INC. SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT OF 1934 As of the date of the Annual Report on Form 10-K of which this Exhibit 4.19 is a part, Cool Holdings, Inc. (the “Company”, “we”, “us” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amende |
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| May 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For th |
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| April 22, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2020 (April 16, 2020) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisd |
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| April 22, 2020 |
Exhibit 10.1 U.S. Small Business Administration NOTE PURSUANT TO THE STATE OF FLORIDA OFFICE OF THE GOVERNOR EXECUTIVE ORDER NUMBER 20-95 (COVID-19 EMERGENCY ORDER – DOCUMENTARY STAMPS FOR SBA LOANS) ISSUED ON APRIL 6, 2020, EFFECTIVE ON APRIL 3, 2020, THE ASSESSMENT AND COLLECTION OF TAXATION IMPOSED UNDER CHAPTER 201, FLORIDA STATUTES, IS SUSPENDED FOR ALL NOTES AND OTHER WRITTEN OBLIGATIONS MAD |
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| April 9, 2020 |
Exhibit 10.2 promissory note April 6, 2020 This PROMISSORY NOTE (this “Note”), dated as of April 6, 2020, is made jointly and severally by Carlos Padilla and Isabel Jarrin (collectively, the “Obligors” and each, an “Obligor”) to Cool Holdings, Inc. (“Payee”). This Note is being executed and delivered pursuant to the terms and conditions of that certain Purchase Agreement dated as of the date hereo |
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| April 9, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2020 (April 6, 2020) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisdic |
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| April 9, 2020 |
EX-10.1 2 awsm-ex1016.htm EX-10.1 Exhibit 10.1 PURCHASE AGREEMENT by and among carlos padilla and isabel jarrin (as Purchasers) and ONECLICK INTERNATIONAL, LLC and ONECLICK LICENSE, LLC (as Sellers) of All of Their Membership interests in VERABLUE CARIBBEAN GROUP, SRL (as Acquired Company) April 6, 2020 Table of Contents Page Article I DEFINITIONS 1 1.1 Definitions. 1 1.2 Certain Interpretive Matt |
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| April 2, 2020 |
AWSM / Cool Holdings Inc. / CHER HOLDINGS INC. - FORN SC 13G Passive Investment SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 COOL HOLDINGS, INC. |
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| April 1, 2020 |
Form of Settlement Agreement and Release of Claims Exhibit 4.3 SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS THIS SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS (“Agreement”) is entered into and made effective as of the th day of March, 2020, by and among Delavaco Holdings, Inc. (“Delavaco”), Bliss Investments Group LLC (Bliss”), ICFR LLC (“IFCR”), Juan Pablo Montoya (“Montoya”), Torque Esports Corp. (“Torque”) and Cool Holdings, Inc. (“Cool”). RECITALS |
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| April 1, 2020 |
Form of Conversion Agreement to 12.0% Unsecured Convertible Note Exhibit 4.2 FORM OF NOTE CONVERSION AGREEMENT 12% Convertible Notes This Note Conversion Agreement (this “Agreement”) is made and entered into as of March , 2020 (the “Effective Date”), by and between (the “Noteholder”), and Cool Holdings, Inc., a Maryland corporation (“Company”). W I T N E S S E T H: WHEREAS, on the Effective Date, the Noteholder holds a 12% convertible note (“Convertible Note”) |
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| April 1, 2020 |
Cool Holdings Eliminates 92.5% of Debt Inclusive of $8.2 Million Conversion into Equity Exhibit 99.1 PRESS RELEASE Cool Holdings Eliminates 92.5% of Debt Inclusive of $8.2 Million Conversion into Equity MIAMI, April 1, 2020 – Cool Holdings, Inc. (OTCQB: AWSM) (the “Company” or “Cool Holdings”), the parent company of Simply Mac, Inc., the largest Apple Premier Partner in the U.S. (“Simply Mac”), announced today that it has completed a second debt restructuring that resulted in the con |
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| April 1, 2020 |
Form of Conversion Agreement to 0% Senior Convertible Note EX-4.1 2 awsm-ex416.htm EX-4.1 Exhibit 4.1 FORM OF CONVERSION AGREEMENT 0% Convertible Note This Note Conversion Agreement (this “Agreement”) is made and entered into as of March , 2020 (the “Effective Date”), by and between (the “Noteholder”), and Cool Holdings, Inc., a Maryland corporation (“Company”). W I T N E S S E T H: WHEREAS, on the Effective Date, the Noteholder holds a 0% convertible not |
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| April 1, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2020 (March 31, 2020) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisdi |
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| March 27, 2020 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2020 Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisdiction of incorpo |
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| March 17, 2020 |
Exhibit 99.1 PRESS RELEASE Cool Holdings Cures Default and Extinguishes $6.6 Million of Debt After Restructuring Agreement with GameStop MIAMI, March 17, 2020 – Cool Holdings, Inc. (OTCQB: AWSM) (the “Company” or “Cool Holdings”), the parent company of Simply Mac, Inc., the largest Apple Premier Partner in the U.S. (“Simply Mac”), and GameStop Corp. (“GameStop”), have completed a restructuring of |
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| March 17, 2020 |
Termination and Release Agreement Exhibit 10.1 TERMINATION AND RELEASE AGREEMENT This TERMINATION AND RELEASE AGREEMENT (this “Agreement”) is entered into as of March 11, 2020 (the “Effective Date”) by and among Cool Holdings, Inc., a Maryland corporation (the “Company”), Simply Mac, Inc., a Utah corporation and wholly-owned subsidiary of the Company (“SimplyMac”), each of the entities listed on Schedule 1 attached hereto, which a |
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| March 17, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2020 (March 11, 2020) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisd |
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| March 17, 2020 |
Amended and Restated Promissory Note and Reimbursement and Indemnification Agreement Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, |
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| February 6, 2020 |
Form of Trademark Assignment Agreement Exhibit 10.2 City of Buenos Aires, January 31, 2020 Oneclick Argentino S.R.L. Dorrego 741, Rosario, Santa Fe, Argentine Republic At.: Mr. Mariano Turinetto Ref.: TA Offer No. 01/2020 Dear Sirs/Madams: Oneclick International Llc, a company incorporated under the laws of Florida, United States of America, domiciled at 2001 NW 84th Avenue, Doral, FL 33122, United States of America (hereinafter, the “ |
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| February 6, 2020 |
8-K 1 awsm-8k20200131.htm 8-K - SALE OF ONECLICK ARGENTINO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 6, 2020 (January 31, 2020) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission Fi |
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| February 6, 2020 |
Exhibit 10.1 City of Buenos Aires, January 31, 2020 Messrs. Oneclick International LLC 2001 NW 84 Ave, Doral FL 33122, United States of America Oneclick License LLC 2001 NW 84 Ave, Doral FL 33122, United States of America Ref.: Offer No. 01/2020 Dear Sirs/Madams: Mariano Andrés Turinetto, residing at Mendoza Nº 953, City of Carcarañá, Province of Santa Fe, holder of Identity Document (DNI) No. 259 |
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| January 22, 2020 |
Financial Statements and Exhibits 8-K 1 awsm-8k20200115.htm 8-K GAMESTOP ACCELERATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2020 (January 15, 2020) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Numb |
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| January 6, 2020 |
Form of Amendment No. 3 to October 2018 12.0% Unsecured Convertible Note EX-4.3 4 awsm-ex438.htm EX-4.3 Exhibit 4.3 AMENDMENT NO. 3 TO UNSECURED CONVERTIBLE NOTE OF COOL HOLDINGS, INC. THIS AMENDMENT NO. 3 TO UNSECURED CONVERTIBLE NOTE (the “Amendment”), dated December 30, 2019 (the “Effective Date”), is among Cool Holdings, Inc., a Maryland corporation with its principal offices located at 2001 NW 84th Avenue, Miami, Florida 33122 (the “Company”), and (the “Holder”). |
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| January 6, 2020 |
Exhibit 4.1 consulting agreement THIS AGREEMENT is entered into on this 30th day of December, 2019 (the “Effective Date”). BETWEEN: FOUNTAIN ASSET CORP., a corporation incorporated under the federal laws of Canada, or an entity to be named by Fountain Asset Corp., KEVIN REID, an individual, or an entity to be named by Kevin Reid, and CHER HOLDINGS INC., a corporation incorporated under the laws of |
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| January 6, 2020 |
Form of Amendment No. 4 to October 2018 12.0% Unsecured Convertible Note EX-4.2 3 awsm-ex427.htm EX-4.2 Exhibit 4.2 AMENDMENT NO. 4 TO UNSECURED CONVERTIBLE NOTE OF COOL HOLDINGS, INC. THIS FOURTH AMENDMENT TO UNSECURED CONVERTIBLE NOTE (the “Amendment”), dated December 30, 2019 (the “Effective Date”), is among Cool Holdings, Inc., a Maryland corporation with its principal offices located at 2001 NW 84th Avenue, Miami, Florida 33122 (the “Company”), and (the “Holder”). |
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| January 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2020 (December 30, 2019) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other ju |
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| December 30, 2019 |
8-K 1 awsm-8k20191220.htm 8-K - VIRGA RESIGNATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2019 (December 20, 2019) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Numb |
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| December 13, 2019 |
AWSM / Cool Holdings Inc. S-8 - - S-8 S-8 1 awsm-s8.htm S-8 As filed with the Securities and Exchange Commission on December 13, 2019 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Maryland 33-0599368 (State or other jurisdiction of incorpor |
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| December 13, 2019 |
Bylaws of InfoSonics Corporation, as amended through July 25, 2017. Exhibit 3.1 BYLAWS OF INFOSONICS CORPORATION (As amended through July 25, 2017) ARTICLE I Offices The registered office of the corporation shall be in the City and County of Baltimore, State of Maryland or such other city and county as the board of directors shall determine. The corporation may also have offices at such other places both within and without the State of Maryland as the board of dir |
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| December 13, 2019 |
Financial Statements and Exhibits 8-K/A 1 awsm-8ka20170725.htm 8-K/A - AMENDED BYLAWS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2019 (July 25, 2017) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Co |
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| December 13, 2019 |
First Amendment to the Amended and Restated 2015 Equity Incentive Plan Exhibit 4.3 FIRST AMENDMENT TO THE COOL HOLDINGS, INC. AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN This FIRST AMENDMENT TO THE COOL HOLDINGS, INC. AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN (this “Amendment”), dated as of December 13, 2019, is made and entered into by Cool Holdings, Inc., a Maryland corporation (the “Company”). Capitalized terms used in this Amendment that are not otherwi |
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| December 4, 2019 |
Form of Amendment No. 3 to October 2018 12.0% Unsecured Convertible Note EX-4.1 2 awsm-ex4122.htm EX-4.1 Exhibit 4.1 AMENDMENT NO. 3 TO UNSECURED CONVERTIBLE NOTE OF COOL HOLDINGS, INC. THIS THIRD AMENDMENT TO UNSECURED CONVERTIBLE NOTE (the “Amendment”), dated November 30, 2019 (the “Effective Date”), is among Cool Holdings, Inc., a Maryland corporation with its principal offices located at 2001 NW 84th Avenue, Miami, Florida 33122 (the “Company”), and (the “Holder”). |
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| December 4, 2019 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders 8-K 1 awsm-8k20191129.htm 8-K - SHAREHOLDER MEETING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2019 (November 29, 2019) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Num |
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| November 25, 2019 |
AWSM / Cool Holdings Inc. CORRESP - - CORRESP 1 filename1.htm November 25, 2019 Donna Di Silvio Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission (the “Commission”) 100 F Street, N.E. Washington, D.C. 20549 Re: Responses to the Securities and Exchange Commission Staff Comments dated November 21, 2019 regarding Cool Holdings, Inc. Form 8-K Filed September 26, 2019: File No. 001-32217 Dear Ms. |
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| November 20, 2019 |
AMENDMENT NO. 2 TO UNSECURED CONVERTIBLE NOTE OF COOL HOLDINGS, INC. Exhibit 4.1 AMENDMENT NO. 2 TO UNSECURED CONVERTIBLE NOTE OF COOL HOLDINGS, INC. THIS SECOND AMENDMENT TO UNSECURED CONVERTIBLE NOTE (the “Amendment”), dated November 14, 2019 (the “Effective Date”), is among Cool Holdings, Inc., a Maryland corporation with its principal offices located at 2001 NW 84th Avenue, Miami, Florida 33122 (the “Company”), and [ ] (the “Holder”). RECITALS WHEREAS, the Comp |
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| November 20, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2019 (November 14, 2019) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other |
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| November 19, 2019 |
AWSM / Cool Holdings Inc. 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number—001-32217 Cool H |
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| November 19, 2019 |
Form of August 2019 Unsecured Convertible Note Exhibit 4.2 THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO THE BORROWER IS SUPPLIED TO TH |
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| November 14, 2019 |
AWSM / Cool Holdings Inc. NT 10-Q - - NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe |
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| November 7, 2019 |
AWSM / Cool Holdings Inc. / Sol Global Investments Corp. - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G COOL HOLDINGS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 21640C105 (CUSIP Number) October 29, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) CUSIP |
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| November 6, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2019 (October 31, 2019) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other ju |
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| November 6, 2019 |
Form of Amendment No. 2 to October 2018 12.0% Unsecured Convertible Note Exhibit 4.2 AMENDMENT NO. 2 TO UNSECURED CONVERTIBLE NOTE OF COOL HOLDINGS, INC. THIS AMENDMENT NO. 2 TO UNSECURED CONVERTIBLE NOTE (the “Amendment”), dated October , 2019 (the “Effective Date”), is among Cool Holdings, Inc., a Maryland corporation with its principal offices located at 2001 NW 84th Avenue, Miami, Florida 33122 (the “Company”), and [ ] (the “Holder”). RECITALS WHEREAS, the Company |
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| November 6, 2019 |
Cool Holdings Announces Delisting From Nasdaq and Applies to Have Common Stock Traded on OTCQB EX-99.1 4 awsm-ex9918.htm EX-99.1 Exhibit 99.1 PRESS RELEASE Cool Holdings Announces Delisting From Nasdaq and Applies to Have Common Stock Traded on OTCQB MIAMI, November 6, 2019 – Cool Holdings, Inc. (NASDAQ: AWSM) (the “Company” or “Cool Holdings”) announced that it withdrew its oral hearing request (the “Request”) it previously submitted to the Nasdaq Hearings Panel (the “Panel”) on October 7, |
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| November 6, 2019 |
Form of First Amendment to October 2018 12.0% Unsecured Convertible Note Exhibit 4.1 SECOND ACKNOWLEDGMENT TO UNSECURED CONVERTIBLE NOTE AND WARRANT ISSUANCE AGREEMENT This Acknowledgment to Unsecured Convertible Note And Warrant Issuance Agreement (this “Acknowledgment”) is made as of the [ ] day of October, 2019 (the “Effective Date”), by and between [ ] (the “Holder”) and COOL HOLDINGS, INC., a Maryland corporation (the “Borrower”). Any capitalized term used in this |
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| November 5, 2019 |
AWSM / Cool Holdings Inc. DEF 14A - - DEF 14A DEF 14A 1 awsm-def14a20191105.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only |
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| November 5, 2019 |
AWSM / Cool Holdings Inc. CORRESP - - CORRESP 1 filename1.htm November 5, 2019 Mr. Geoff Kruczek Special Counsel Offices of Electronics and Machinery Division of Corporation Finance Securities and Exchange Commission (the “Commission”) 100 F Street, N.E. Washington, D.C. 20549 Re: Responses to the Securities and Exchange Commission Staff Comments dated August 29, 2019 regarding Cool Holdings, Inc. Amendment No. 1 to Preliminary Proxy |
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| October 30, 2019 |
Form of Amendment No. 1 to October 2018 12.0% Unsecured Convertible Note FORM OF AMENDMENT NO. 1 TO UNSECURED CONVERTIBLE NOTE OF COOL HOLDINGS, INC. THIS FIRST AMENDMENT TO UNSECURED CONVERTIBLE NOTE (the “Amendment”), dated October 24, 2019 (the “Effective Date”), is among Cool Holdings, Inc., a Maryland corporation with its principal offices located at 2001 NW 84th Avenue, Miami, Florida 33122 (the “Company”), and [] (the “Holder”). RECITALS WHEREAS, the Company and |
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| October 30, 2019 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2019 (October 24, 2019) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other ju |
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| October 30, 2019 |
DATED: October 28, 2019 BETWEEN (1) Torque Esports Corp. ("Torque") and its wholly-owned subsidiary, Ideas & Cars Ltd. ("Ideas & Cars"), The Innovation Centre, Silverstone Technology Park, Silverstone, Northants, NN12 8GX. (2) Simply Mac, Inc., a Utah corporation and wholly-owned subsidiary of Cool Holdings, Inc. ("Cool Holdings") 2001 NW 84th Ave, Doral, FL 33122 each a “Party”, including Ideas & |
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| October 30, 2019 |
Form of First Amendment to October 2018 12.0% Unsecured Convertible Note Exhibit 4.1 FIRST AMENDMENT AND ACKNOWLEDGMENT TO UNSECURED CONVERTIBLE NOTE AND WARRANT ISSUANCE AGREEMENT This First Amendment And Acknowledgment to Unsecured Convertible Note and Warrant Issuance Agreement (this “Amendment”) is made as of the [ ] day of October, 2019 (the “Effective Date”), by and between [ ] (the “Holder”) and COOL HOLDINGS, INC., a Maryland corporation (the “Borrower”). Any c |
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| October 30, 2019 |
Form of First Amendment to May 2019 12.0% Unsecured Convertible Note EX-4.2 3 awsm-ex427.htm EX-4.2 Exhibit 4.2 FIRST AMENDMENT TO UNSECURED CONVERTIBLE NOTE AND FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT This First Amendment to Unsecured Convertible Note and Amendment to Common Stock Purchase Warrant (this “Amendment”) is made as of the [ ] day of October, 2019 (the “Effective Date”), by and between [ ] (the “Holder”) and COOL HOLDINGS, INC., a Maryland corp |
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| October 25, 2019 |
Form of First Amendment to October 2018 12.0% Unsecured Convertible Note EX-4.8 10 awsm-ex4813.htm EX-4.8 Exhibit 4.8 FIRST AMENDMENT TO UNSECURED CONVERTIBLE NOTE AND FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT This First Amendment to Unsecured Convertible Note and Amendment to Common Stock Purchase Warrant (this “Amendment”) is made as of the [ ] day of October, 2019 (the “Effective Date”), by and between KEVIN REID (the “Holder”) and COOL HOLDINGS, INC., a Mary |
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| October 25, 2019 |
Form of First Amendment to August 2019 12.0% Unsecured Convertible Note EX-4.4 6 awsm-ex449.htm EX-4.4 Exhibit 4.4 FIRST AMENDMENT TO UNSECURED CONVERTIBLE NOTE AND WARRANT ISSUANCE AGREEMENT This First Amendment to Unsecured Convertible Note (this “Amendment”) is made as of the [ ] day of October, 2019 (the “Effective Date”), by and between [ ] (the “Holder”) and COOL HOLDINGS, INC., a Maryland corporation (the “Borrower”). Any capitalized term used in this Amendment |
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| October 25, 2019 |
Second Amendment for September 2018 8.0% Unsecured Promissory Note EX-4.7 9 awsm-ex4712.htm EX-4.7 Exhibit 4.7 SECOND AMENDMENT TO UNSECURED PROMISSORY NOTE AND WARRANT ISSUANCE AGREEMENT This Second Amendment to Unsecured Promissory Note (this “Amendment”) is made as of the [ ] day of October, 2019 (the “Effective Date”), by and between DELAVACO HOLDINGS INC. (the “Lender”) and COOL HOLDINGS, INC., a Maryland corporation (the “Company”). Any capitalized term use |
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| October 25, 2019 |
Form of First Amendment to July 2019 12.0% Unsecured Convertible Note EX-4.3 5 awsm-ex438.htm EX-4.3 Exhibit 4.3 FIRST AMENDMENT TO UNSECURED CONVERTIBLE NOTE AND WARRANT ISSUANCE AGREEMENT This First Amendment to Unsecured Convertible Note (this “Amendment”) is made as of the [ ] day of October, 2019 (the “Effective Date”), by and between [ ] (the “Holder”) and COOL HOLDINGS, INC., a Maryland corporation (the “Borrower”). Any capitalized term used in this Amendment |
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| October 25, 2019 |
Form of First Amendment to May 2019 12.0% Unsecured Convertible Note Exhibit 4.2 FIRST AMENDMENT TO UNSECURED CONVERTIBLE NOTE AND FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT This First Amendment to Unsecured Convertible Note and Amendment to Common Stock Purchase Warrant (this “Amendment”) is made as of the [ ] day of October, 2019 (the “Effective Date”), by and between [ ] (the “Holder”) and COOL HOLDINGS, INC., a Maryland corporation (the “Borrower”). Any c |
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| October 25, 2019 |
Form of First Amendment to November 2018 12.0% Unsecured Convertible Note EX-4.10 3 awsm-ex41015.htm EX-4.10 Exhibit 4.10 FIRST AMENDMENT TO UNSECURED CONVERTIBLE NOTE AND FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT This First Amendment to Unsecured Convertible Note and Amendment to Common Stock Purchase Warrant (this “Amendment”) is made as of the [ ] day of October, 2019 (the “Effective Date”), by and between SUNNYBROOK PREEMIE INVESTMENTS INC. (the “Holder”) and |
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| October 25, 2019 |
Acknowledgment Agreement for April 2018 4.02% Unsecured Promissory Note Exhibit 4.6 ACKNOWLEDGMENT AGREEMENT AND WARRANT ISSUANCE AGREEMENT This Acknowledgment Agreement (this “Acknowledgment”) is made as of the [ ] day of October, 2019 (the “Effective Date”), by and between DELAVACO HOLDINGS, INC. (the “Lender”) and COOL HOLDINGS, INC., a Maryland corporation (the “Company”). Any capitalized term used in this Acknowledgment, but not otherwise defined herein, shall ha |
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| October 25, 2019 |
Form of Second Amendment to October 2018 12.0% Unsecured Convertible Note EX-4.9 11 awsm-ex4914.htm EX-4.9 Exhibit 4.9 SECOND AMENDMENT TO UNSECURED CONVERTIBLE NOTE AND FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT This Second Amendment to Unsecured Convertible Note and Amendment to Common Stock Purchase Warrant (this “Amendment”) is made as of the [ ] day of October, 2019 (the “Effective Date”), by and between [ ] (the “Holder”) and COOL HOLDINGS, INC., a Maryland |
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| October 25, 2019 |
Form of First Amendment to January 2018 0% Unsecured Convertible Note Exhibit 4.1 FIRST AMENDMENT TO 0% SENIOR CONVERTIBLE NOTE AND WARRANT ISSUANCE AGREEMENT This First Amendment to 0% Senior Convertible Note (this “Amendment”) is made as of the [ ] day of October, 2019 (the “Effective Date”), by and between [ ] (the “Holder”) and COOL HOLDINGS, INC., a Maryland corporation (the “Borrower”). Any capitalized term used in this Amendment, but not otherwise defined her |
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| October 25, 2019 |
Form of First Amendment to September 2019 12.0% Unsecured Convertible Note EX-4.5 7 awsm-ex4510.htm EX-4.5 Exhibit 4.5 FIRST AMENDMENT TO UNSECURED CONVERTIBLE NOTE AND FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT This First Amendment to Unsecured Convertible Note and Amendment to Common Stock Purchase Warrant (this “Amendment”) is made as of the [ ] day of October, 2019 (the “Effective Date”), by and between [ ] (the “Holder”) and COOL HOLDINGS, INC., a Maryland cor |
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| October 25, 2019 |
8-K 1 awsm-8k20191021.htm 8-K DEBT CONVERSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2019 (October 21, 2019) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 00 |
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| October 22, 2019 |
8-K 1 awsm-8k20191018.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2019 (October 21, 2019) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland |
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| October 9, 2019 |
AWSM / Cool Holdings Inc. / Rezk Carlos Felipe Activist Investment SC 13D/A 1 coolhold-rezk13da100719.htm SCHEDULE 13D AMENDMENT NO. 1 Under the Securities Exchange Act of 1934 COOL HOLDINGS, INC. (Name of Issuer) Common Shares (Title of Class of Securities) 21640C105 (CUSIP Number) Carlos Felipe Rezk 55 S.E. 6th Street, Suite 2210 Miami, FL 33131 (305) 753-5488 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Septem |
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| October 9, 2019 |
AWSM / Cool Holdings Inc. / Diaz Mauricio Activist Investment SCHEDULE 13D AMENDMENT NO. 1 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 78 SW 7th Street, Suite 500 Miami, FL 33130 (305) 923-1408 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 9, 2019 (Date of Event which Requires Filin |
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| October 7, 2019 |
Form of Warrant to Purchase Common Stock issued to Delavaco Holdings Inc. Exhibit 4.4 COOL HOLDINGS, INC. (A Maryland Corporation) WARRANT TO PURCHASE SHARES OF COMMON STOCK Effective: October , 2019 THE OFFER AND SALE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF U |
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| October 7, 2019 |
First Amendment to Unsecured Convertible Note Exhibit 4.1 FIRST AMENDMENT TO UNSECURED CONVERTIBLE NOTE THIS FIRST AMENDMENT TO UNSECURED CONVERTIBLE NOTE (this “Amendment”) is made as of the 2nd day of October, 2019, by and between GT CAPITAL INC. (the “Holder”) and COOL HOLDINGS, INC., a Maryland corporation (the “Borrower”). Any capitalized term used in this Amendment, but not otherwise defined herein, shall have the meaning ascribed to it |
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| October 7, 2019 |
First Amendment to Unsecured Promissory Note Exhibit 4.2 FIRST AMENDMENT TO UNSECURED PROMISSORY NOTE THIS FIRST AMENDMENT TO UNSECURED PROMISSORY NOTE (this “Amendment”) is made as of the 2nd day of October, 2019, by and between DELAVACO HOLDINGS INC. (the “Lender”) and COOL HOLDINGS, INC., a Maryland corporation (the “Company”). Any capitalized term used in this Amendment, but not otherwise defined herein, shall have the meaning ascribed t |
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| October 7, 2019 |
Form of Warrant to Purchase Common Stock issued to GT Capital Inc. Exhibit 4.3 COOL HOLDINGS, INC. (A Maryland Corporation) WARRANT TO PURCHASE SHARES OF COMMON STOCK Effective: October , 2019 THE OFFER AND SALE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF U |
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| October 7, 2019 |
8-K 1 awsm-8k20191001.htm 8-K - DEBT CONVERSION NASDAQ DELIST LETTER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2019 (October 1, 2019) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commi |
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| September 26, 2019 |
Form of Unsecured Convertible Note Exhibit 4.1 THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO THE BORROWER IS SUPPLIED TO TH |
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| September 26, 2019 |
Form of Promissory Note, Reimbursement and Indemnification Agreement and Security Agreement Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, |
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| September 26, 2019 |
Exhibit 10.2 ESCROW AGREEMENT THIS ESCROW AGREEMENT, dated effective as of September [ ], 2019 (“Agreement”), is by and among Cool Holdings, Inc., a Maryland corporation (“Depositor”), GameStop Corp., a Delaware corporation (“Recipient”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as escrow agent hereunder (“Escrow Agent”). BACKGROUND A. Depositor, Recipient and Simply Mac |
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| September 26, 2019 |
Exhibit 4.2 THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE WARRANTS MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THIS SECURITY AND THE COMMON SHARES ISSUA |
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| September 26, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2019 (September 20, 2019) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or othe |
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| September 17, 2019 |
Form of Unsecured Convertible Note. Exhibit 4.1 THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO THE BORROWER IS SUPPLIED TO TH |
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| September 17, 2019 |
8-K 1 awsm-8k20190911.htm 8-K SIMPLY MAC FINANCING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2019 (September 11, 2019) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File N |
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| September 17, 2019 |
Exhibit 4.2 THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE WARRANTS MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THIS SECURITY AND THE COMMON SHARES ISSUA |
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| August 27, 2019 |
AWSM / Cool Holdings Inc. CORRESP - - August 27, 2019 Mr. Geoff Kruczek Special Counsel Offices of Electronics and Machinery Division of Corporation Finance Securities and Exchange Commission (the “Commission”) 100 F Street, N.E. Washington, D.C. 20549 Re: Responses to the Securities and Exchange Commission Staff Comments dated August 21, 2019 regarding Cool Holdings, Inc. Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A |
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| August 21, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2019 (July 8, 2019) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (St |
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| August 21, 2019 |
Exhibit 10.2 July 10, 2019 Cool Holdings, Inc. 2001 NW 84th Avenue Miami, FL 33122 Re: Letter Agreement for Financing Ladies and Gentlemen: Reference is hereby made to that certain Stock Purchase Agreement dated May 9, 2019, as amended on June 20, 2019 and July 8, 2019 (the “Agreement”), by and among GameStop Corp., Simply Mac, Inc. (“Simply Mac”) and Cool Holdings, Inc. (the “Cool”). Pursuant to |
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| August 21, 2019 |
Exhibit 10.1 July 12, 2019 GameStop Corp. 625 Westport Parkway Grapevine, TX 76051 Re: Amended and Restated Letter Agreement Ladies and Gentlemen: This Amended and Restated Letter Agreement amends and restates that certain Letter Agreement dated July 8, 2019 in its entirety to correct certain clerical errors and is effective as of July 8, 2019. Reference is hereby made to that certain letter regar |
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| August 19, 2019 |
AWSM / Cool Holdings Inc. PRER14A - - PRER14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| August 19, 2019 |
AWSM / Cool Holdings Inc. CORRESP - - August 19, 2019 Mr. Geoff Kruczek Special Counsel Offices of Electronics and Machinery Division of Corporation Finance Securities and Exchange Commission (the “Commission”) 100 F Street, N.E. Washington, D.C. 20549 Re: Responses to the Securities and Exchange Commission Staff Comments dated August 14, 2019 regarding Cool Holdings, Inc. Preliminary Proxy Statement on Schedule 14A filed August 1, 20 |
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| August 14, 2019 |
AWSM / Cool Holdings Inc. 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number—001-32217 Cool Holdin |
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| August 1, 2019 |
AWSM / Cool Holdings Inc. PRE 14A - - PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| July 15, 2019 |
Form of Unsecured Convertible Note. Exhibit 4.1 THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO THE BORROWER IS SUPPLIED TO TH |
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| July 15, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2019 (July 9, 2019) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisdict |
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| July 12, 2019 |
EX-10.1 2 awsm-ex10114.htm EX-10.1 Exhibit 10.1 July 8, 2019 GameStop Corp. 625 Westport Parkway Grapevine, TX 76051 Re: Letter Agreement Ladies and Gentlemen: This Amended and Restated Letter Agreement amends and restates that certain Letter Agreement dated July 8, 2019 in its entirety to correct certain clerical errors and is effective as of July 8, 2019. Reference is hereby made to that certain |
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| July 12, 2019 |
Financial Statements and Exhibits 8-K 1 awsm-8k20190708.htm 8-K - GAMESTOP AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2019 (July 8, 2019) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001- |
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| July 8, 2019 |
AWSM / Cool Holdings Inc. / Rezk Carlos Felipe Activist Investment 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) Carlos Felipe Rezk 55 S.E. 6th Street, Suite 2210 Miami, FL 33131 (305) 753-5488 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 22, 2018 (Date of Event which Requires Filing of this St |
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| July 2, 2019 |
AWSM / Cool Holdings Inc. / Diaz Mauricio Activist Investment 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 Statemen |
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| June 6, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 awsm-8k20190605.htm 8-K BOARD/MGMT CHANGES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2019 (June 5, 2019) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-322 |
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| June 6, 2019 |
Cool Holdings Announces Board Additions and Management Restructuring Exhibit 99.1 PRESS RELEASE Cool Holdings Announces Board Additions and Management Restructuring MIAMI, June 6, 2019 – Cool Holdings, Inc. (“Cool Holdings” or the “Company”) (NASDAQ: AWSM) today announced that it has completed a restructuring of its Board of Directors and senior management team. The Company appointed two new independent directors to its Board: Kevin Taylor, age 50, who will serve a |
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| May 22, 2019 |
Form of Unsecured Convertible Note. Exhibit 4.1 THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO THE BORROWER IS SUPPLIED TO TH |
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| May 22, 2019 |
Exhibit 99.1 PRESS RELEASE Cool Holdings Announces $3.5 Million Financing Funding for Simply Mac Acquisition and Working Capital MIAMI, May 22, 2019 – Cool Holdings, Inc. (“Cool Holdings” or the “Company”) (NASDAQ: AWSM) today announced that it has closed a private placement of 12% unsecured convertible notes (the “Notes”) and warrants wherein it raised aggregate gross proceeds of $3.5 million. Th |
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| May 22, 2019 |
Exhibit 4.2 THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE WARRANTS MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THIS SECURITY AND THE COMMON SHARES ISSUA |
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| May 22, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2019 (May 16, 2019) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisdicti |
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| May 22, 2019 |
Form of Subscription Agreement. Exhibit 10.1 NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “U.S. SECURITIES ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REG |
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| May 15, 2019 |
AWSM / Cool Holdings Inc. 10-Q Quarterly Report 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number—001-32217 Cool Holdi |
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| May 9, 2019 |
8-K 1 awsm-8k20190509.htm 8-K SEC SUBPOENA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2019 Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 |
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| May 9, 2019 |
EX-99.1 3 awsm-ex9916.htm EX-99.1 Exhibit 99.1 PRESS RELEASE Cool Holdings to Buy Simply Mac from GameStop As It Executes Expansion Plans Will Become the Largest Apple Premium Partner in the U.S. MIAMI, May 9, 2019 – Cool Holdings, Inc. (NASDAQ: AWSM) (“Cool Holdings” or the “Company”) today announced that it has entered into a definitive agreement to purchase all of the outstanding capital stock |
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| May 9, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2019 Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisdiction of incorporat |
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| May 9, 2019 |
Exhibit 10.1 STOCK PURCHASE AGREEMENT BY AND AMONG COOL HOLDINGS, INC. SIMPLY MAC, INC. AND GAMESTOP CORP. May 9, 2019 TABLE OF CONTENTS Page Article I DEPOSIT; PURCHASE AND SALE 1 1.1 Deposit; Purchase and Sale1 1.2 Closing1 1.3 Consideration2 1.4 Withholding Taxes5 1.5 Taking of Further Action6 1.6 Tax Consequences6 Article II REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE COMPANY 6 2.1 Or |
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| April 29, 2019 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 8-K 1 awsm-8k20190423.htm 8-K NASDAQ DEFICIENCY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2019 (April 23, 2019) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001- |
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| April 16, 2019 |
Subsidiaries of Cool Holdings, Inc. (+) EXHIBIT 21 Subsidiaries of Cool Holdings, Inc. • Cooltech Holding, Inc. (Nevada Corporation) • Cooltech Distribution LLC (Florida LLC) • Tekart LLC (Florida LLC) • Cooltech Corp. (Canada Corporation) • OneClick License LLC (Florida LLC) • OneClick International, LLC (Florida LLC) • OneClick Argentino S.R.L. (Argentina Corporation) • Verablue Caribbean Group S.R.L. (Dominican Republic Corporation) |
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| April 16, 2019 |
AWSM / Cool Holdings Inc. 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File No. 001-32217 Cool Holdings, Inc |
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| April 1, 2019 |
AWSM / Cool Holdings Inc. NT 10-K FORM 12B-25 NT 10-K 1 awsm-nt10k20181231.htm NT 10-K FORM 12B-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ |
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| January 7, 2019 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2019 (January 4, 2019) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other juri |
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| January 2, 2019 |
S-8 1 awsm-s8.htm S-8 As filed with the Securities and Exchange Commission on January 2, 2019 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Maryland 33-0599368 (State or other jurisdiction of incorporat |
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| January 2, 2019 |
Cool Holdings, Inc. Amended and Restated 2015 Equity Incentive Plan. Exhibit 4.2 COOL HOLDINGS, INC. AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN SECTION 1. PURPOSE The purpose of the Cool Holdings, Inc. Amended and Restated 2015 Equity Incentive Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its Related Companies by providing them with the opportunity to acquir |
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| January 2, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2019 (December 27, 2018) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other ju |
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| January 2, 2019 |
Letter from MNP LLP dated January 2, 2019. Exhibit 16.1 January 2, 2019 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street NE Washington, DC 20549 Dear Sir/Madam: We have read the statements under item 4.01 in the Form 8-K dated January 2, 2019 of Cool Holdings, Inc. (the “Company”) to be filed with the Securities and Exchange Commission and we agree with such statements therein as related to our firm. We h |
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| December 27, 2018 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 8-K 1 awsm-8k20181219.htm 8-K27DEC18 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2018 (December 19, 2018) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 |
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| December 20, 2018 |
8-K 1 awsm-8k20181214.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2018 (December 14, 2018) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryla |
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| November 30, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2018 (November 29, 2018) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other |
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| November 30, 2018 |
EX-4.2 3 awsm-ex427.htm EX-4.2 Exhibit 4.2 COMMON STOCK PURCHASE WARRANT COOL HOLDINGS, INC. Warrant Shares: Issue Date: November 29, 2018 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ● (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 6 m |
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| November 30, 2018 |
Form of Subscription Agreement. Exhibit 10.1 NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “U.S. SECURITIES ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REG |
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| November 30, 2018 |
Form of Unsecured Convertible Note. Exhibit 4.1 THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO THE BORROWER IS SUPPLIED TO TH |
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| November 21, 2018 |
AWSM / Cool Holdings Inc. DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 |
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| November 14, 2018 |
AWSM / Cool Holdings Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 Commission File Number—001-32217 Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Maryland 33-0599368 (State or other jurisdiction of incorporation or organizat |
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| November 5, 2018 |
AWSM / Cool Holdings Inc. PRE 14A PRE 14A 1 awsm-pre14a20181214.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the C |
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| October 30, 2018 |
8-K 1 awsm-8k20181024.htm 8-KFINANCING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2018 (October 24, 2018) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 |
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| October 30, 2018 |
Exhibit 4.2 COMMON STOCK PURCHASE WARRANT COOL HOLDINGS, INC. Warrant Shares: Issue Date: October , 2018 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ● (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 6 months following the Original Issue |
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| October 30, 2018 |
Form of Unsecured Convertible Note. EX-4.1 2 awsm-ex416.htm EX-4.1 Exhibit 4.1 THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO |
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| October 30, 2018 |
Form of Subscription Agreement. Exhibit 10.1 NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “U.S. SECURITIES ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REG |
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| October 3, 2018 |
Exhibit 10.3 COOL HOLDINGS, INC. UNSECURED PROMISSORY NOTE (this “Note”) $2,107,003.51 – Principal AmountIssue Date – September 30, 2018 FOR VALUE RECEIVED, Cool Holdings, Inc., a Maryland corporation (the “Company”), promises to pay to the order of Delavaco Holdings Inc. (the “Lender”), the principal sum of Two Million One Hundred Seven Thousand Three and 51/100 Dollars ($2,107,003.51) (the “Prin |
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| October 3, 2018 |
EX-10.2 3 awsm-ex1027.htm EX-10.2 Exhibit 10.2 COOL HOLDINGS, INC. PROMISSORY NOTE CONSOLIDATION AGREEMENT This PROMISSORY NOTE CONSOLIDATION AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2018, by and among Cool Holdings, Inc., a Maryland corporation (“Company”), the existing debtors set forth on Schedule 1 attached hereto (each, a “Debtor”, and collectively, the “Debto |
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| October 3, 2018 |
8-K 1 awsm-8k20180927.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2018 (September 27, 2018) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Marylan |
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| October 3, 2018 |
Exhibit 10.1 COOL HOLDINGS, INC. UNSECURED PROMISSORY NOTE (this “Note”) $400,000.00 – Principal AmountIssue Date – September 27, 2018 San Diego, California FOR VALUE RECEIVED, Cool Holdings, Inc., a Maryland corporation (the “Company”), promises to pay to the order of Rein Voigt (the “Lender”), the principal sum of Four Hundred Thousand and 00/100 Dollars ($400,000.00) (the “Principal Amount”), t |
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| September 14, 2018 |
Mutual Release of Claims Agreement – Voigt Consultancy, Inc. EX-10.2 3 awsm-ex10252.htm EX-10.2 Exhibit 10.2 MUTUAL RELEASE OF CLAIMS AGREEMENT This Mutual Release of Claims Agreement (“Agreement”) is entered by and between Cooltech Holding Corp., its affiliates (including, without limitation, its parent and all of its subsidiaries), its successors and assigns (hereinafter the “Company”) and Voigt Consultancy, Inc. (“Voigt Consultancy”). Voigt Consultancy a |
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| September 14, 2018 |
Release of Claims Agreement – Alfredo Carrasco. Exhibit 10.1 RELEASE OF CLAIMS AGREEMENT This Release of Claims Agreement (“Agreement”) is entered by and between Alfredo Carrasco, his marital community, heirs, and assigns (hereinafter “Employee”), and Cooltech Holding Corp., its affiliates (including, without limitation, its parent and all of its subsidiaries), its successors and assigns (hereinafter the “Company”). Mr. Carrasco and the Company |
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| September 14, 2018 |
Mutual Release of Claims Agreement – Juan Pablo Montoya. Exhibit 10.3 MUTUAL RELEASE OF CLAIMS AGREEMENT This Mutual Release of Claims Agreement (“Agreement”) is entered by and between Cooltech Holding Corp., its affiliates (including, without limitation, its parent and all of its subsidiaries), its successors and assigns (hereinafter the “Company”), on the one hand, and Juan Pablo Montoya and Monty Motorsport LLC (collectively, the Athlete”), on the ot |
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| September 14, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2018 (September 13, 2018) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or othe |
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| September 14, 2018 |
EX-10.4 5 awsm-ex10454.htm EX-10.4 Exhibit 10.4 COOL HOLDINGS, INC. (A Maryland Corporation) FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK Effective: September , 2018 THE OFFER AND SALE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PL |
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| September 11, 2018 |
IFON / InfoSonics Corp. / Delavaco Holdings Inc. Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 COOL HOLDINGS, INC. |
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| September 7, 2018 |
Articles Supplementary of 0% Series A Convertible Preferred Stock Exhibit 4.1 ARTICLES SUPPLEMENTARY OF INFOSONICS CORPORATION CLASSIFYING 10,000,000 SHARES OF 0% SERIES A CONVERTIBLE PREFERRED STOCK AND THE PREFERENCES AND RIGHTS OF THE 0% SERIES A CONVERTIBLE PREFERRED STOCK InfoSonics Corporation, a corporation organized and existing under the laws of the state of Maryland having its principal office in Baltimore City, Maryland (the “Company”), hereby certifi |
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| September 7, 2018 |
Articles of Incorporation, as amended Exhibit 3.1 ARTICLES OF INCORPORATION OF INFOSONICS CORPORATION The undersigned, being at least eighteen years of age, hereby establishes a corporation under the general laws of the State of Maryland and adopts the following Articles Of Incorporation: FIRST. The name of the corporation is InfoSonics Corporation. SECOND. The street address of the initial registered agent and of the principal office |
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| September 7, 2018 |
AWSM / Cool Holdings Inc. FORM S-3/A As filed with the Securities and Exchange Commission on September 7, 2018 Registration No. |
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| September 7, 2018 |
Exhibit 3.2 BYLAWS OF INFOSONICS CORPORATION (As amended through July 25, 2017) ARTICLE I Offices The registered office of the corporation shall be in the City and County of Baltimore, State of Maryland or such other city and county as the board of directors shall determine. The corporation may also have offices at such other places both within and without the State of Maryland as the board of dir |
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| August 27, 2018 |
Articles of Incorporation, as amended Exhibit 3.1 ARTICLES OF INCORPORATION OF INFOSONICS CORPORATION The undersigned, being at least eighteen years of age, hereby establishes a corporation under the general laws of the State of Maryland and adopts the following Articles Of Incorporation: FIRST. The name of the corporation is InfoSonics Corporation. SECOND. The street address of the initial registered agent and of the principal office |
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| August 27, 2018 |
Articles Supplementary of 0% Series A Convertible Preferred Stock (+) Exhibit 4.1 ARTICLES SUPPLEMENTARY OF INFOSONICS CORPORATION CLASSIFYING 10,000,000 SHARES OF 0% SERIES A CONVERTIBLE PREFERRED STOCK AND THE PREFERENCES AND RIGHTS OF THE 0% SERIES A CONVERTIBLE PREFERRED STOCK InfoSonics Corporation, a corporation organized and existing under the laws of the state of Maryland having its principal office in Baltimore City, Maryland (the “Company”), hereby certifi |
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| August 27, 2018 |
Exhibit 3.2 BYLAWS OF INFOSONICS CORPORATION (As amended through July 25, 2017) ARTICLE I Offices The registered office of the corporation shall be in the City and County of Baltimore, State of Maryland or such other city and county as the board of directors shall determine. The corporation may also have offices at such other places both within and without the State of Maryland as the board of dir |
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| August 27, 2018 |
AWSM / Cool Holdings Inc. S-3/A As filed with the Securities and Exchange Commission on August 27, 2018 Registration No. |
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| August 20, 2018 |
Exhibit 10.3 NOTICE OF EXERCISE We, OneClick International, LLC, hereby notify Grantor that we are electing to exercise our Option to acquire the Unitron Assets. Pursuant to the terms of the Option Agreement to which this Notice of Exercise is attached (the “Option Agreement”), following delivery of this Exercise Notice to Grantor, OneClick and Grantor shall take all actions necessary and deliver |
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| August 20, 2018 |
First Amendment to Option Agreement. Exhibit 10.2 FIRST AMENDMENT TO OPTION AGREEMENT This First Amendment to Option Agreement (the “First Amendment”) is made as of the 13th day of August, 2018, by and between OneClick International, LLC, a Florida limited liability company (“Company”), and Delavaco Partners Inc., an Ontario corporation (“Grantor”). RECITALS: A. Company and Grantor are parties to an Option Agreement, dated January 5, |
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| August 20, 2018 |
Exhibit 10.1 OPTION AGREEMENT THIS OPTION AGREEMENT (this “Option Agreement”) made as of the 5th day of January, 2018 between OneClick International, LLC, a Florida limited liability company (“Company”), and Delavaco Partners Inc., a corporation organized under the laws of Ontario (“Grantor”) (each individually a "Party" and collectively the "Parties"). WHEREAS, on April 28, 2017 (the “Unitron Clo |
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| August 20, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2018 (August 17, 2018) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other juri |
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| August 20, 2018 |
Exhibit 99.1 PRESS RELEASE Cool Holdings, Inc. Announces Acquisition of Apple Boutique Store Retail Chain in the Dominican Republic Expands OneClick Chain to 16 Stores MIAMI, August 20, 2018 – Cool Holdings, Inc. (NASDAQ: AWSM) today announced that it has expanded its Apple® partnership by completing the acquisition of a chain of seven OneClick® retail stores in the Dominican Republic. OneClick® i |
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| August 17, 2018 |
IFON / InfoSonics Corp. / Caravel Cad Fund Ltd. - SC 13G/A Passive Investment SC 13G/A 1 d607440dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G / A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cool Holdings, Inc. (formerly known as InfoSonics Corporation) (Name of Issuer) Common Stock (Title of Class of Securities) 456784305 (CUSIP Number) August 16, 2018 (Date of Event Which Requires Filing of this S |
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| August 16, 2018 |
Cool Holdings, Inc. Announces Completion of $11.4 Million Debt Exchange Exhibit 99.1 PRESS RELEASE Cool Holdings, Inc. Announces Completion of $11.4 Million Debt Exchange MIAMI, August 16, 2018 – Cool Holdings, Inc. (NASDAQ: AWSM) today announced that it has completed an exchange of $11.4 million of outstanding debt and related accrued interest into approximately 3,110,000 units at a price of $3.68 per unit. Each unit was comprised of (i) one share of common stock or |
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| August 16, 2018 |
EX-10.2 3 awsm-ex1028.htm EX-10.2 Exhibit 10.2 COOL HOLDINGS, INC. (A Maryland Corporation) FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK Effective: THE OFFER AND SALE OF THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE |
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| August 16, 2018 |
Exhibit 10.1 EXCHANGE AGREEMENT This Exchange Agreement (this “Agreement”) is made and entered into as June 22, 2018, by and between the undersigned holder (the “Holder”), and Cool Holdings, Inc., a Maryland corporation (the “Company”). RECITALS WHEREAS, the Holder is the beneficial owner of one or more promissory notes, as further described on Exhibit A attached hereto (collectively, the “Notes”) |
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| August 16, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2018 (August 15, 2018) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other juri |
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| August 14, 2018 |
AWSM / Cool Holdings Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 Commission File Number—001-32217 Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Maryland 33-0599368 (State or other jurisdiction of incorporation or organization) |
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| July 7, 2018 |
Cool Holdings, Inc. Announces Ticker Symbol Change to “AWSM” Exhibit 99.1 PRESS RELEASE Cool Holdings, Inc. Announces Ticker Symbol Change to “AWSM” MIAMI, July 9, 2018 – Cool Holdings, Inc. (NASDAQ: IFON) today announced that its ticker symbol on the Nasdaq Capital Market will change to “AWSM” from “IFON.” Trading under the new ticker symbol will begin at market opening on Wednesday, July 11, 2018. “In conjunction with our recently announced name change, a |
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| July 7, 2018 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2018 Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisdiction of incorpora |
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| June 15, 2018 |
IFON / InfoSonics Corp. FORM S-3 As filed with the Securities and Exchange Commission on June 15, 2018 Registration No. |
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| June 15, 2018 |
Exhibit 3.2 BYLAWS OF INFOSONICS CORPORATION (As amended through July 25, 2017) ARTICLE I Offices The registered office of the corporation shall be in the City and County of Baltimore, State of Maryland or such other city and county as the board of directors shall determine. The corporation may also have offices at such other places both within and without the State of Maryland as the board of dir |
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| June 15, 2018 |
Articles Supplementary of 0% Series A Convertible Preferred Stock Exhibit 4.1 ARTICLES SUPPLEMENTARY OF INFOSONICS CORPORATION CLASSIFYING 10,000,000 SHARES OF 0% SERIES A CONVERTIBLE PREFERRED STOCK AND THE PREFERENCES AND RIGHTS OF THE 0% SERIES A CONVERTIBLE PREFERRED STOCK InfoSonics Corporation, a corporation organized and existing under the laws of the state of Maryland having its principal office in Baltimore City, Maryland (the “Company”), hereby certifi |
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| June 15, 2018 |
Articles of Incorporation, as amended Exhibit 3.1 ARTICLES OF INCORPORATION OF INFOSONICS CORPORATION The undersigned, being at least eighteen years of age, hereby establishes a corporation under the general laws of the State of Maryland and adopts the following Articles Of Incorporation: FIRST. The name of the corporation is InfoSonics Corporation. SECOND. The street address of the initial registered agent and of the principal office |
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| June 14, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2018 (June 8, 2018) Cool Holdings, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisdict |
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| June 14, 2018 |
Exhibit 3.1 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF INFOSONICS CORPORATION InfoSonics Corporation, a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that the Articles of Incorporation of the Company, as amended, restated and supplemented to date (collectively the “Charter”) are hereby amended as follows: FIRST |
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| June 14, 2018 |
Exhibit 99.1 PRESS RELEASE InfoSonics Announces Strategic Name Change to Cool Holdings, Inc. “Focus on Profitable Growth of Premium Retail Brands” MIAMI, June 14, 2018 – InfoSonics Corporation (NASDAQ: IFON) today announced that it has changed its name to Cool Holdings, Inc. (the “Company”), effective today. The Company’s stock symbol remains unchanged at this time, but the name change resulted in |
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| June 13, 2018 |
IFON / InfoSonics Corp. / Caravel Cad Fund Ltd. - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* InfoSonics Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 456784305 (CUSIP Number) June 6, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| June 6, 2018 |
Form of Subscription Agreement. EX-10.1 4 ifon-ex1018.htm EX-10.1 Exhibit 10.1 InfoSonics Corporation SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Subscription Agreement”) is made and entered into to be effective as of the effective date set forth on the signature page hereto (the “Effective Date”), by the undersigned subscriber (the “Subscriber”) for the benefit of InfoSonics Corporation, a Maryland corporation (th |
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| June 6, 2018 |
Exhibit 99.1 PRESS RELEASE InfoSonics Announces $3.7 Million Public Offering Funding to Continue its Apple® Premier Partner Store Expansion under the OneClick® Brand MIAMI, June 6, 2018 – InfoSonics Corporation (“InfoSonics” or the “Company”) (NASDAQ: IFON) today announced that it has closed a public offering of securities to new and existing investors wherein it raised aggregate proceeds of appro |
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| June 6, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2018 (June 1, 2018) InfoSonics Corporation (Exact name of registrant as specified in its charter) Commission File Number: 001-32217 Maryland 33-0599368 (State or other jurisdi |
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| June 6, 2018 |
Exhibit 4.1 INFOSONICS CORPORATION (A Maryland Corporation) WARRANT TO PURCHASE SHARES OF COMMON STOCK Effective: THE OFFER AND SALE OF THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE OFFER AND SALE TH |
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| June 2, 2018 |
159,233 Shares of Common Stock InfoSonics Corporation Filed Pursuant to Rule 424(b)(5) Registration File No. 333-204469 Prospectus Supplement (To Prospectus dated June 5, 2015) 159,233 Shares of Common Stock InfoSonics Corporation Pursuant to this prospectus supplement and the accompanying prospectus, we are offering for sale 159,233 shares of our common stock. In connection herewith, we are also offering (i) shares of our 0% Series A Convertible Pre |
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| June 1, 2018 |
1,023,883 Shares of Common Stock InfoSonics Corporation Filed Pursuant to Rule 424(b)(5) Registration File No. 333-204469 Prospectus Supplement (To Prospectus dated June 5, 2015) 1,023,883 Shares of Common Stock InfoSonics Corporation Pursuant to this prospectus supplement and the accompanying prospectus, we are offering for sale 1,023,883 shares of our common stock. In connection herewith, we are also offering (i) shares of our 0% Series A Convertible |
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| May 21, 2018 |
IFON / InfoSonics Corp. 10-Q (Quarterly Report) 10-Q 1 ifon-10q20180331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 Commission File Number—001-32217 InfoSonics Corporation (Exact name of registrant as specified in its charter) Maryland 33-0599368 (State or other jurisdicti |
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| May 21, 2018 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Cooltech Holding Corp. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Cooltech Holding Corp. (the Company) as of December 31, 2017 and 2016, and the related consolidated statements of operations and comprehensive loss, |
