As filed with the Securities and Exchange Commission on February 17, 2006September 7, 2018

Registration No. 333-225682     

Registration No. 333-             

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

TO

FORM S-3

Form S-3

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

COOL HOLDINGS, INC.

INFOSONICS CORPORATION

(Exact name of registrant as specified in its charter)

CALCULATION OF REGISTRATION FEE

(1)ConsistsIf this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of shares and shares underlying warrants held by certain selling stockholders.

(2)Pursuantsecurities pursuant to Rule 416413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  (Check one):

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

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement also covers such additional shares of common stock as may be issued as a result of stock splits, dividends, and combinations.

(3)The proposed maximum offering price per share was estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933 based upon the average of the high and low sales prices of the Registrant’s common stock as reported on the American Stock Exchange on February 13, 2006.

(4)Consists of shares underlying warrants which first become exercisable on August 2, 2006.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment whichthat specifically states that the Registration Statementthis registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statementthis registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 2 (this “Amendment”) to the Registration Statement on Form S-3, File No. 333-225682, filed on June 15, 2018, as amended by that certain Amendment No. 1 to the Registration Statement on Form S-3, filed on August 28, 2018 (collectively, the “Registration Statement”) of Cool Holdings, Inc., is being filed in order to update certain items.  Accordingly, this Amendment updates the Registration Statement to update the facing page, include this explanatory note, update the facing page of the prospectus, update the overview description of the Company, update the description of common stock and preferred stock in the prospectus, add additional documents incorporated by reference in the prospectus, update the exhibits included in Item 16. Exhibits list, and bring-forward the dates referenced herein, including the date of the power of attorney included herewith. The remainder of the Registration Statement is unchanged.

You should rely only on

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, under the Securities Act of 1933, as amended, or the Securities Act, using a “shelf” registration process.  Under this shelf registration process, we may from time to time sell common stock, preferred stock or warrants to purchase common stock or preferred stock, or any combination of the foregoing, either individually or as units comprised of one or more of the other securities, in one or more offerings up to a total dollar amount of $25,000,000. We have provided to you in this prospectus a general description of the securities we may offer.  Each time we sell securities under this shelf registration, we will, to the extent required by law, provide a prospectus supplement that will contain specific information about the terms of that offering.  We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings.  The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus.  To the extent there is a conflict between the information contained in this prospectus.  prospectus and the prospectus supplement or any related free writing prospectus, you should rely on the information in the prospectus supplement or the related free writing prospectus; provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date – for example, a document filed after the date of this prospectus and incorporated by reference into this prospectus or any prospectus supplement or any related free writing prospectus – the statement in the document having the later date modifies or supersedes the earlier statement

We have not authorized anyoneany dealer, agent or other person to provide you with different information.  If anyone provides you with differentgive any information you shouldor to make any representation other than those contained or incorporated by reference in this prospectus and any accompanying prospectus supplement, or any related free writing prospectus that we may authorize to be provided to you.  You must not rely on it.upon any information or representation not contained or incorporated by reference in this prospectus or an accompanying prospectus supplement, or any related free writing prospectus that we may authorize to be provided to you.  This prospectus and the accompanying prospectus supplement, if any, do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and the accompanying prospectus supplement constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.  You should not assume that the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as ofon any date subsequent to the date set forth on the front cover of this prospectus.  Ourthe document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference (as our business, financial condition, results of operations and prospects may have changed since that date), even though this prospectus, any applicable prospectus supplement or any related free writing prospectus is delivered or securities are sold on a later date.

As permitted by SEC rules and regulations, the registration statement of which this prospectus forms a part includes additional information not contained in this prospectus.  You may read the registration statement and the other reports we file with the SEC at its website or at its offices described below under “Where You Can Find More Information.”

Unless the context otherwise requires, all references in this prospectus to the “Company”, “we”, “us”“Cool Holdings,” “we,” “us,” “our,” “the Company” or “ours”similar words refer to InfoSonics Corporation, a Maryland corporation.Cool Holdings, together with our subsidiaries.

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RISK FACTORS

You should carefully consider each of the following risk factors and all of the other information provided in this prospectus before purchasing our common stock.  The risks described below are those we currently believe may materially affect us.  An investment in our common stock involves a high degree of risk, and should be considered only by persons who can afford the loss of their entire investment.

Risk Related to Our Business

Our operating results may vary significantly, which may cause our stock price to fluctuate.

Our operating results are influenced by a number of factors, which may cause our revenue and operating results to fluctuate. These factors include:

•promotions and subsidy by wireless network operators;

•the timing of introduction of new products by our suppliers and competitors;

•purchasing patterns of customers in different markets;

•general economic conditions; and

•product availability and pricing.

We buy a significant amount of our products from a limited number of suppliers, who may not provide us with competitive products at reasonable prices when we need them in the future.

We purchase wireless handsets and accessories principally from wireless communications equipment manufacturers and distributors. We depend on these suppliers to provide us with adequate inventories of currently popular brand name products on a timely basis and on favorable pricing and other terms. Our agreements with our principal suppliers are non-exclusive, can be terminated on short notice and provide for certain territorial restrictions, as is common in our industry. For the three months ended September 30, 2005 our top three suppliers accounted for 62%, 15% and 11% respectively of our purchases, compared to the three months ended September 30, 2004 during which our top two suppliers accounted for 42%, and 16% respectively of our purchases. Our suppliers may not offer us competitive products on favorable terms or with timely delivery. From time to time, we have been unable to obtain sufficient product supplies. Any failure or delay by our suppliers in supplying us with products on favorable terms may severely diminish our ability to obtain and deliver products to our customers on a timely and competitive basis. If we lose any of our principal suppliers, or if these suppliers are unable to fulfill our product needs, or if any principal supplier imposes substantial price increases and alternative sources of supply are not readily available, it would have a material adverse effect on our results of operations.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the materials incorporated herein by reference contain forward-looking statements, including statements regarding, among other items, known or unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of InfoSonics to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Specifically, 1) the actions of competitors and customers and our ability to execute our business plans; and 2) our ability to increase revenues and operating income is dependent upon our ability to continue to expand our current businesses and to enter new business areas, general economic conditions, and other factors. You can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continues” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

USE OF PROCEEDS

The Selling Stockholders will be selling all of the shares under this prospectus in the Offering.  The proceeds from the sale of the shares will be received directly by the Selling Stockholders.  We will receive no proceeds from the sale of the shares offered by Selling Stockholders under this prospectus.

DIVIDEND POLICY

We have never paid cash dividends and have no plans to do so in the foreseeable future.  Our future dividend policy will be determined by our board of directors and will depend upon a number of factors, including our financial condition and performance, our cash needs and expansion plans, income tax consequences, and the restrictions that applicable laws, our current preferred stock instruments, and our future credit arrangements may then impose.

SELLING STOCKHOLDERS

The securities are being offered by the named selling security holders below.  The table below assumes the immediate exercise of all warrants to purchase Common Stock, without regard to other factors that may determine whether such rights of conversion or purchase are exercised.  These factors include but are not limited to the other rights associated with the terms of the warrant agreements, and the specific exercise price of the securities held by each selling security holder and its relation to the market price.

The selling security holders may from time to time offer and sell pursuant to this prospectus up to an aggregate of: (i) 1,100,000 shares of our Common Stock now owned by them; (ii) 330,000 shares of Common Stock issuable to them upon the exercise, at $18.38 per share, of the Private Placement Warrants; (iii) 22,000 shares of Common Stock issuable to the Placement Agents, upon the exercise, at $13.76 per share, of Placement Agent Warrants; and (iv) 6,600 shares of Common Stock issuable to the Placement Agents, upon the exercise, at $19.30 per share, of Placement Agent Warrants.  The selling security holders may, from time to time, offer and sell any or all of the shares that are registered under this prospectus, although they are not obligated to do so.

We have been advised, as noted below in the footnotes to the table, two of the selling stockholders are broker-dealers and four of the selling stockholders are affiliates of broker-dealers.

We do not know when or in what amounts the selling security holders may offer the shares described in this Prospectus for sale.  The selling security holders may decide not to exercise any warrants or sell any of the shares that this Prospectus covers.  Because the selling security holders may offer all or some of the shares pursuant to this Prospectus, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares that the selling security holders will hold after completion of the Offering, we cannot estimate the number of the shares that the

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selling security holders will hold after completion of the Offering.  However, for purposes of the following tables, we have assumed that, after completion of the Offering, the selling security holders will hold none of the securities that this Prospectus covers.

The following table sets forth, to the Company’s best knowledge and belief, with respect to the selling security holders:

•                       the number of shares of common stock beneficially owned as of February 8, 2006 and prior to the offering contemplated hereby,

•                       the number of shares of common stock eligible for resale and to be offered by each selling security holder pursuant to this prospectus,

•                       the number of shares owned by each selling security holder after the offering contemplated hereby, assuming that all shares eligible for resale pursuant to this prospectus actually are sold,

•                       the percentage of shares of common stock beneficially owned by each selling security holder after the offering contemplated hereby, and

•                       in notes to the table, additional information concerning the selling security holders, including any NASD affiliations and any relationships, excluding non-executive employee and other non-material relationships, that a selling security holder had during the past three years with the registrant or any of its predecessors or affiliates.

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(A) It is our understanding that any selling security holder that is an affiliate of a broker-dealer purchased the securities offered hereunder in the ordinary course of business, and at the time of the purchase, had no agreements or understanding to distribute the securities.

(B) Includes shares underlying warrants held by the selling security holder that are covered by this prospectus.

(C) The number of shares of common stock to be sold assumes that the selling security holder elects to sell all the shares of common stock held by the selling security holder that are covered by this prospectus.

(1)          Sandell Asset Management Corp. (“SAMC”), is the investment manager of Castlerigg Master Investments Ltd. (“Master”).  Thomas Sandell is the controlling person of SAMC and may be deemed to share beneficial ownership of the shares beneficially owned by Master.  Castlerigg International Ltd. (“Castlerigg International”) is the controlling shareholder of Castlerigg International Holdings Limited (“Holdings”).  Holdings is the controlling shareholder of Master.  Each of Holdings and Castlerigg International may be deemed to share beneficial ownership of the shares beneficially owned by Master.  SAMC, Mr. Sandell, Holdings and Castlerigg International each disclaims beneficial ownership of the securities owned by Master described above. Includes 125,000 shares of common stock and warrants to acquire 37,500 shares of our common stock at an exercise price of $18.38 per share, which become exercisable on August 2, 2006 and which terminate on February 2, 2010.

(2)          Michael E. Fein and Stephen E. Saltzstein, as principals of Atoll Asset Management LLC, the Managing Member of Truk International Fund, LP, exercise investment and voting control over the securities owned by Truk International Fund, LP.  Both Mr. Fein and Mr. Saltzstein disclaim beneficial ownership of the securities owned by Truk International Fund, LP.  Includes 6,750 shares of common stock and warrants to acquire 2,025 shares of our common stock at an exercise price of $18.38 per share, which become exercisable on August 2, 2006 and which terminate on February 2, 2010.

(3)          Michael E. Fein and Stephen E. Saltzstein, as principals of Atoll Asset Management LLC, the Managing Member of Truk Opportunity Fund, LLC, exercise investment and voting control over the securities owned by Truk Opportunity Fund, LLC.  Both Mr. Fein and Mr. Saltzstein disclaim beneficial ownership of the securities owned by Truk Opportunity Fund, LLC Includes 113,250 shares of common stock and warrants to acquire 33,975 shares of our common stock at an exercise price of $18.38 per share, which become exercisable on August 2, 2006 and which terminate on February 2, 2010.

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(4)          Pursuant to an investment management agreement, RG Capital Management, L.P., (“RG Capital”) serves as the investment manager of Radcliffe SPC, Ltd.’s Class A Convertible Crossover Segregated Portfolio.  RGC Management Company, LLC (“Management”) is the general partner of RG Capital.  Steve Katznelson and Gerald Stahlecker serve as the managing members of Management.  Each of RG Capital, Management, and Messrs. Katznelson and Stahlecker disclaims beneficial ownership of the securities owned by Radcliffe SPC, Ltd. for and on behalf of the Class A Convertible Crossover Segregated Portfolio. Includes 100,000 shares of common stock and warrants to acquire 30,000 shares of our common stock at an exercise price of $18.38 per share, which become exercisable on August 2, 2006 and which terminate on February 2, 2010.

(5)          Includes 100,000 shares of common stock and warrants to acquire 30,000 shares of our common stock at an exercise price of $18.38 per share, which become exercisable on August 2, 2006 and which terminate on February 2, 2010.

(6)          Keith Goodman, Manager of the General Partner of Nite Capital LP, has voting and investment power over the shares owned by Nite Capital LP.  Mr. Goodman disclaims beneficial ownership in the shares held by Nite Capital LP.  Includes 100,000 shares of common stock and warrants to acquire 30,000 shares of our common stock at an exercise price of $18.38 per share, which become exercisable on August 2, 2006 and which terminate on February 2, 2010.

(7)          Capital Ventures International is affiliated with one or more registered broker-dealers. Capital Ventures International purchased the shares being registered hereunder in the ordinary course of business and at the time of purchase, had no agreements or understandings, directly or indirectly, with any other person to distribute such shares. Includes 75,000 shares of common stock and warrants to acquire 22,500 shares of our common stock at an exercise price of $18.38 per share, which become exercisable on August 2, 2006 and which terminate on February 2, 2010.

(8)          Includes 50,000 shares of common stock and warrants to acquire 15,000 shares of our common stock at an exercise price of $18.38 per share, which become exercisable on August 2, 2006 and which terminate on February 2, 2010.  Mitchell P. Kopin, President of Downsview Capital, Inc., the General Partner of Cranshire Capital, L.P. has sole voting and investment power over the shares owned by Chanshire Capital, L.P.  Mitchell P. Kopin and Downsview Capital, Inc. disclaim beneficial ownership of the shares held by Cranshire Capital, L.P.

(9)          Enable Growth Partners LP is affiliated with Enable Capital LLC, a registered broker-dealer.  Mitch Levine is the Managing Member of Enable Capital LLC and is also a principal in Enable Growth Partners LP’s general partner.  Enable Growth Partners L.P. purchased the securities described above for the sole benefit of the fund’s limited partners, and with no pre-existing, current or future intent to distribute the Company’s securities through Enable Capital LLC.  Enable Growth Partners L.P. acquired the securities in the ordinary course of business and, at the time of acquisition, had no agreements, understandings or arrangements with any other persons, directly or indirectly, to dispose of the securities.  Enable Capital LLC maintains no direct or client accounts.  Includes 51,100 shares of common stock and warrants to acquire 15,330 shares of our common stock at an exercise price of $18.38 per share, which become exercisable on August 2, 2006 and which terminate on February 2, 2010.

(10)    Enable Opportunity Partners LP is affiliated with Enable Capital LLC, a registered broker-dealer.  Mitch Levine is the Managing Member of Enable Capital LLC and is also a principal in Enable Opportunity Partners LP’s general partner.  Enable Opportunities Partners L.P. purchased the securities described above for the sole benefit of the fund’s limited partners, and with no pre-existing, current or future intent to distribute the Company’s securities through Enable Capital LLC.  Enable Opportunities Partners L.P. acquired the securities in the ordinary course of business and, at the time of acquisition, had no agreements, understandings or arrangements with any other persons, directly or indirectly, to dispose of the securities.  Enable Capital LLC maintains no direct or client accounts. Includes 8,400 shares of common stock and warrants to acquire 2,520 shares of our common stock at an exercise price of $18.38 per share, which become exercisable on August 2, 2006 and which terminate on February 2, 2010.

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(11)    Pierce Diversified Strategy Master Fund LLC is affiliated with Enable Capital LLC, a registered broker-dealer.  Mitch Levine is the Managing Member of Enable Capital LLC and is also a principal in Pierce Diversified Strategy Master Fund LLC’s general partner.  Pierce Diversified Strategy Master Fund LLC purchased the securities described above for the sole benefit of the fund’s limited partners, and with no pre-existing, current or future intent to distribute the Company’s securities through Enable Capital LLC.   Pierce Diversified Strategy Master Fund LLC acquired the securities in the ordinary course of business and, at the time of acquisition, had no agreements, understandings or arrangements with any other persons, directly or indirectly, to dispose of the securities.  Enable Capital LLC maintains no direct or client accounts. Includes 10,500 shares of common stock and warrants to acquire 3,150 shares of our common stock at an exercise price of $18.38 per share, which become exercisable on August 2, 2006 and which terminate on February 2, 2010.

(12)    Includes 67,500 shares of our common stock held by Telluride Capital Master Fund Ltd., and 20,250 shares of our common stock issuable upon the exercise of warrants held by Telluride Capital Master Fund Ltd.  The warrants, which have an exercise price of $18.38 per share, become exercisable on August 2, 2006 and terminate on February 2, 2010.  Telluride Capital Master Fund Ltd, a Cayman Islands company, is a private investment fund that is owned by all of its investors and is managed by Telluride Asset Management LLC.  Telluride Asset Management LLC, whose sole member is Peter Hajas, has voting and investment control over the shares that are owned by Telluride Capital Master Fund Ltd.  Peter Hajas and Telluride Asset Management LLC disclaim beneficial ownership of the shares held by Telluride Capital Master Fund Ltd. The address for Telluride Asset Management LLC is 1000 Parkers Lake Road, Wayzata, Minnesota 55391.

(13)    Includes 60,000 shares of common stock and warrants to acquire 18,000 shares of our common stock at an exercise price of $18.38 per share, which become exercisable on August 2, 2006 and which terminate on February 2, 2010.

(14)    The investment manager of DKR SoundShore Oasis Holding Fund Ltd. (the “Fund”) is DKR Oasis Management Company LP (the “Investment Manager”).  The Investment Manager has the authority to do any and all acts on behalf of the Fund, including voting any shares held by the Fund.  Mr. Seth Fischer is the managing partner of Oasis Management Holdings LLC, one of the general partners of the Investment Manager.  Mr. Fischer has ultimate responsibility for trading with respect to the Fund.  Mr. Fischer disclaims beneficial ownership of the shares.  Includes 57,500 shares of common stock and warrants to acquire 17,250 shares of our common stock at an exercise price of $18.38 per share, which become exercisable on August 2, 2006 and which terminate on February 2, 2010.

(15)    Includes 35,000 shares of common stock and warrants to acquire 10,500 shares of our common stock at an exercise price of $18.38 per share, which become exercisable on August 2, 2006 and which terminate on February 2, 2010.

(16)    Omicron Capital, L.P., a Delaware limited partnership (“Omicron Capital”), serves as investment manager to Omicron Master Trust, a trust formed under the laws of Bermuda (“Omicron”), Omicron Capital, Inc., a Delaware corporation (“OCI”), serves as general partner of Omicron Capital, and Winchester Global Trust Company Limited (“Winchester”) serves as the trustee of Omicron.  By reason of such relationships, Omicron Capital and OCI may be deemed to share dispositive power over the shares of our common stock owned by Omicron, and Winchester may be deemed to share voting and dispositive power over the shares of our common stock owned by Omicron.  Omicron Capital, OCI and Winchester disclaim beneficial ownership of such shares of our common stock.  Omicron Capital has delegated authority from the board of directors of Winchester regarding the portfolio management decisions with respect to the shares of common stock owned by Omicron and, as ofFebruary 8, 2006, Mr. Olivier H. Morali and Mr. Bruce T. Bernstein, officers of OCI, have delegated authority from the board of directors of OCI regarding the portfolio management decisions of Omicron Capital with respect to the shares of common stock owned by Omicron.  By reason of such delegated authority, Messrs. Morali and Bernstein may be deemed to share dispositive power over the shares of our common stock owned by Omicron.  Messrs. Morali and Bernstein disclaim beneficial ownership of such shares of our common stock and neither of such persons has any legal right to maintain such delegated authority.  No other person has sole or shared voting or dispositive power with respect to the shares of our common stock being offered by Omicron, as those terms are used for purposes under Regulation 13D-G of the Securities Exchange Act of 1934, as amended. Omicron and

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Winchester are not “affiliates” of one another, as that term is used for purposes of the Securities Exchange Act of 1934, as amended, or of any other person named in this prospectus as a selling stockholder.  No person or “group” (as that term is used in Section 13(d)15(d) of the Securities Exchange Act of 1934, as amended, or the SEC’s Regulation 13D-G) controls OmicronExchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information contained in, or that can be accessed through, our website is not part of this prospectus supplement or the accompanying prospectus.

RISK FACTORS

Investing in our securities involves a high degree of risk.  You should carefully consider the risk factors set forth under “Risk Factors” described in our most recent annual report on Form 10-K, as supplemented and Winchester.  Includes 35,000updated by subsequent quarterly reports on Form 10-Q and current reports on Form 8-K that we have filed with the SEC, together with all other information contained or incorporated by reference in this prospectus and any applicable prospectus supplement and in any related free writing prospectus in connection with a specific offering, before making an investment decision.  Each of the risk factors could materially and adversely affect our business, operating results, financial condition and prospects, as well as the value of an investment in our securities, and the occurrence of any of these risks might cause you to lose all or part of your investment.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and our SEC filings that are incorporated by reference into this prospectus contain or incorporate by reference forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.  All statements, other than statements of historical fact, included or incorporated by reference in this prospectus regarding our business strategy, future operations, projected financial position, potential strategic transactions, proposed distribution channels, projected sales growth, proposed new products, estimated future revenues, cash flows and

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profitability, projected costs, potential sources of additional capital, future prospects, future economic conditions, the future of our industry and results that might be obtained by pursuing management’s current plans and objectives are forward-looking statements.  The words “believe,” “anticipate,” “estimate,” “plan,” “expect,” “intend,” “may,” “could,” “should,” “potential,” “likely,” “projects,” “continue,” “will,” and “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.  Forward-looking statements reflect our current views with respect to future events, are based on assumptions and are subject to risks and uncertainties.  We cannot guarantee that we actually will achieve the plans, intentions or expectations expressed in our forward-looking statements and you should not place undue reliance on these statements.  There are a number of important factors that could cause our actual results to differ materially from those indicated or implied by forward-looking statements.  These important factors include those discussed under the heading “Risk Factors” contained or incorporated by reference in this prospectus and in the applicable prospectus supplement and any free writing prospectus we may authorize for use in connection with a specific offering.  These factors and the other cautionary statements made in this prospectus should be read as being applicable to all related forward-looking statements whenever they appear in this prospectus.  Except as required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

USE OF PROCEEDS

Except as described in any prospectus supplement and any free writing prospectus in connection with a specific offering, we currently intend to use the net proceeds from the sale of the securities offered under this prospectus to fund the growth of our business, primarily working capital, and for general corporate purposes.  We may also use a portion of the net proceeds to acquire or invest in technologies, products and/or businesses that we believe will enhance the value of our Company, although we have no current commitments or agreements with respect to any such transactions as of the date of this prospectus.  We have not determined the amount of net proceeds to be used specifically for the foregoing purposes.  As a result, our management will have broad discretion in the allocation of the net proceeds and investors will be relying on the judgment of our management regarding the application of the proceeds of any sale of the securities.  If a material part of the net proceeds is to be used to repay indebtedness, we will set forth the interest rate and maturity of such indebtedness in a prospectus supplement. Pending use of the net proceeds, we intend to invest the proceeds in investment-grade, interest-bearing securities.

DILUTION

If required, we will set forth in a prospectus supplement the following information regarding any material dilution of the equity interests of investors purchasing securities in an offering under this prospectus:

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DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK

The following description of our common stock and preferred stock, together with any additional information we include in any applicable prospectus supplement or any related free writing prospectus, summarizes the material terms and provisions of our common stock and the preferred stock that we may offer under this prospectus.  While the terms we have summarized below will apply generally to any future common stock or preferred stock that we may offer, we will describe the particular terms of any class or series of these securities in more detail in the applicable prospectus supplement.  For the complete terms of our common stock and preferred stock, please refer to our articles of incorporation and our bylaws, as amended, that are incorporated by reference into the registration statement of which this prospectus is a part or may be incorporated by reference in this prospectus or any applicable prospectus supplement.  The terms of these securities may also be affected by the Maryland General Corporation Law, or the MGCL.  The summary below and that contained in any applicable prospectus supplement or any related free writing prospectus are qualified in their entirety by reference to our articles of incorporation and bylaws, as in effect at the time of any offering of securities under this prospectus.  For information on how to obtain copies of our articles of incorporation and bylaws, see “Where You Can Find More Information.”

Common Stock

As of the date of this prospectus, our articles of incorporation authorize us to issue 150,000,000 shares of common stock, par value $0.001 per share, of which 7,086,743 shares were issued and outstanding as of September 7, 2018.  Additional shares of authorized common stock may be issued, as authorized by our board of directors from time to time, without stockholder approval, except as may be required by applicable securities exchange requirements.  The holders of common stock possess exclusive voting rights in us, except to the extent our board of directors specifies voting power with respect to any other class of securities issued in the future.  Each holder of our common stock is entitled to one vote for each share held of record on each matter submitted to a vote of stockholders, except that in the election of directors each holder of our common stock shall have as many votes for each share of record as there are directors to be elected and for whose election the holder has a right to vote.  Stockholders do not have any right to cumulate votes in the election of directors.

Subject to any preferences that may be granted to the holders of preferred stock, each holder of our common stock is entitled to share ratably in any distributions to stockholders and to receive ratably any dividends as may be declared by our board of directors out of funds legally available therefor, although as of the date of this prospectus, no dividends have been declared or paid.  In the event of our liquidation, dissolution or winding up, the holders of our common stock will be entitled to receive, after payment of all of our debts and liabilities and of all sums to which holders of any preferred stock may be entitled, the distribution of any of our remaining assets.  Holders of our common stock have no conversion, exchange, sinking fund or redemption rights and have no preemptive rights to subscribe for any of our securities.

All of the outstanding shares of our common stock are fully paid and non-assessable.  The shares of common stock offered by this prospectus or upon the conversion of any preferred stock or exercise of any warrants offered pursuant to this prospectus, when issued and paid for, will also be, fully paid and non-assessable.

Securities Exchange Listing

Our common stock is listed on The Nasdaq Capital Market under the symbol “AWSM.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare.

Preferred Stock

As of the date of this prospectus, our articles of incorporation authorize us to issue 10,000,000 shares of preferred stock, par value $0.001 per share, all of which is currently designated as “0% Series A Convertible Preferred Stock”, and which 657,710 shares are currently outstanding. Pursuant to our articles of incorporation, our board of directors has the authority to provide for the issuance, in one or more series, of our authorized preferred stock and to fix or alter the rights, preferences, privileges and restrictions granted to or imposed upon any series of our preferred stock.  The rights, privileges, preferences and restrictions of any such series of our preferred stock may be subordinated to, pari passu with (including, without limitation, inclusion in provisions with respect to liquidation and acquisition preferences, redemption or approval of matters by vote or written consent), or senior to any of those of any present or future class or series of preferred stock or common stock.  The issuance of preferred stock may have the effect of decreasing the market price of our common stock and may adversely affect the voting power of holders of our common stock and reduce the likelihood that holders of our common stock will receive dividend payments and payments upon liquidation.

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The particular terms of each class or series of preferred stock that we may offer under this prospectus, including redemption privileges, liquidation preferences, voting rights, dividend rights and/or conversion rights, will be more fully described in the applicable prospectus supplement relating to the preferred stock offered thereby.  The rights, preferences, privileges and restrictions of any series of preferred stock that we may offer under this prospectus will be set forth in the particular articles supplementary that we would file with the Maryland State Department of Assessments and Taxation.  We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from another report we file with the SEC, the form of any articles supplementary that describe the terms of the series of preferred stock we may offer before the issuance of the related series of preferred stock.  The applicable prospectus supplement will specify the terms of the series of preferred stock we may offer, including, but not limited to:

The description of preferred stock above and the description of the terms of a particular series of preferred stock in any applicable prospectus supplement are not complete.  You should refer to the applicable articles supplementary for complete information.

Anti-Takeover Effects of Provisions of our Charter Documents and Maryland Law

Provisions of the MGCL, our articles of incorporation and our bylaws could make it more difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors.  These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and takeover bids that our board of directors may consider inadequate and to encourage persons seeking to acquire control of us to first negotiate with our board of directors.  We believe that the benefits of increased protection of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.  This summary does not purport to be complete and is qualified in its entirety by reference to the MGCL and our articles of incorporation and bylaws.

Articles of Incorporation and Bylaws

Preferred Stock.   Under our articles of incorporation, our board of directors has the power to authorize the issuance of up to 10,000,000 shares of preferred stock, all of which are currently designated as “0% Series A Convertible Preferred Stock”, and to determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares without further vote or action by our stockholders.  The issuance of preferred stock may:

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Advance Notice Requirement for Stockholder Nominations for Directors.   Stockholder nominations of individuals for election to our board of directors must comply with the advance-notice procedures set forth in our bylaws.  Generally, to be timely, such notice must be received by our Corporate Secretary not less than 90 days nor more than 130 days prior to (i) any meeting (other than an annual meeting) at which directors are to be elected, appointed or designated or (ii) in the case of an annual meeting, the anniversary of the previous year’s annual meeting; provided, however, that if, (x) in the case of an annual meeting, the annual meeting is scheduled to be held on a date more than 30 days prior to or delayed by more than 60 days after such anniversary date, or (y) in the case of any other meeting, less than 100 days’ notice of the meeting is given to the stockholders, then notice by the stockholder must be delivered no later than the close of business 90 days prior to such meeting or the 10th day following the day on which notice of the date of the meeting was mailed or public disclosure of the date of the meeting was first made by the Company.

Advance Notice Requirement for Stockholder Proposals at Annual Meeting.   Any stockholder who intends to present a proposal at an annual meeting of stockholders without inclusion of such proposal in our proxy materials must provide us notice of such proposal in the manner set forth in our bylaws not less than 53 days nor more than 90 days prior to the annual meeting at which the business proposed is to be acted upon; provided, however, that if less than 60 days’ notice of the annual meeting is given to stockholders, written notice of business proposed by stockholders must be delivered or mailed, as prescribed in our bylaws, to our Corporate Secretary not later than the close of the seventh day following the day on which notice of the meeting was mailed to stockholders.

Special Meeting Requirements.   Our bylaws provide that special meetings of our stockholders may be called only at the request of our president, our board of directors, or stockholders holding an aggregate of at least 25% of the outstanding shares of our common stock entitled to be voted at such meeting.  Such written request must state the purpose(s) of the meeting and the matters proposed to be acted on at the meeting, and the requesting stockholders must pay us the reasonable estimated cost of preparing and mailing a notice of the meeting to stockholders entitled to vote at the meeting.

No Cumulative Voting.   Our articles of incorporation specifically disallow cumulative voting for directors, which means that the holders of a plurality of the outstanding voting shares can elect all directors then standing for reelection.

Indemnification.   Our articles of incorporation and bylaws provide that we will indemnify our officers and directors against losses, as incurred, in investigations and legal proceedings resulting from their services to us, which may include service in connection with takeover defense measures.

Removal of Directors.   Our bylaws provide that the affirmative vote of the holders of a majority of our shares then entitled to be cast generally for the election of directors is required to remove our directors, either with or without cause.

Authorized but Unissued Shares.   Except as may be required by applicable securities exchange requirements, our authorized but unissued shares of common stock and warrantspreferred stock will be available for future issuance without stockholder approval.  We may use additional shares for a variety of purposes, including future public offerings to acquire 10,500 shares of our common stock at an exercise price of $18.38 per share, which become exercisable on August 2, 2006 and which terminate on February 2, 2010.

(17)    Basso Capital Management, L.P. (“Basso”) is the Investment Managerraise additional capital, to Basso Fund Ltd.  Howard I.  Fischer is a managing member of Basso GP, LLC, the General Partner of Basso,fund acquisitions and as such has investment power and voting control over these securities.  Mr. Fischer disclaims beneficial ownershipemployee compensation.  The existence of these securities. Includes 5,100authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Control Share Acquisitions

We are subject to Subtitle 7 of Title 3 of the MGCL, which is referred to as the Maryland Control Share Acquisition Act (the “Act”).  The Act provides that “control shares” of a corporation acquired in a “control share acquisition” will have no voting rights except to the extent approved by a vote of two-thirds of the votes eligible to cast on the matter under the Act.  “Control shares” means shares of stock that, if aggregated with all other shares of stock previously acquired by the acquirer, would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of the voting power:  one-tenth or more but less than one-third, one-third or more but less than a majority, or a majority or more of all voting power.  A “control share acquisition” means the acquisition of control shares, subject to certain exceptions.

If voting rights of control shares acquired in a control share acquisition are not approved at a stockholder’s meeting, then subject to certain conditions and limitations, the issuer may redeem any or all of the control shares for fair value.  If voting rights of such control shares are approved at a stockholder’s meeting and the acquirer becomes entitled to vote a majority of the shares of stock entitled to vote, all other stockholders may exercise appraisal rights.

The above provisions may delay, defer or prevent a takeover attempt, and thereby prevent stockholders of the Company from receiving a “control premium” for their shares.  For example, these provisions may defer or prevent tender offers for our

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common stock or purchases of large blocks, thus limiting the opportunities for the Company’s stockholders to receive a premium for their shares over then prevailing market prices.

Maryland Unsolicited Takeovers Act

Subtitle 8 of Title 3 of the MGCL permits a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect to be subject, by provision in its articles of incorporation or bylaws or a resolution of its board of directors, to any or all of five provisions:

Through provisions in our articles of incorporation and bylaws unrelated to Subtitle 8, we:

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DESCRIPTION OF WARRANTS

General

We may issue warrants for the purchase of common stock or preferred stock.  Warrants may be offered independently or together with common stock or preferred stock offered by any prospectus supplement and may be attached to or separate from those securities.  While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe in particular the terms of any series of warrants that we may offer in more detail in the applicable prospectus supplement and any applicable free writing prospectus.  The terms of any warrants offered under a prospectus supplement may differ from the terms described below.

We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from another report that we file with the SEC, the form of warrant and/or warrant agreement, which may include a form of warrant certificate, as applicable, that describes the terms of the particular series of warrants we may offer before the issuance of the related series of warrants.  We may issue the warrants under a warrant agreement that we will enter into with a warrant agent to be selected by us.  The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any registered holders of warrants or beneficial owners of warrants.  The following summary of material provisions of the warrants and warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or warrant agreement and warrant certificate applicable to a particular series of warrants.  We urge you to read the applicable prospectus supplement and any related free writing prospectus, as well as the complete form of warrant and/or the warrant agreement and warrant certificate, as applicable, that contain the terms of the warrants.

The particular terms of any issue of warrants will be described in the prospectus supplement relating to the issue.  Those terms may include:

Each warrant will entitle its holder to purchase the number of shares of common stock or preferred stock at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement.  The warrants may be exercised as set forth in the prospectus supplement relating to the warrants offered.  Unless we otherwise specify in the applicable prospectus supplement, warrants may be exercised at any time up to the close of business on the expiration date set forth in the prospectus supplement relating to the warrants offered thereby.  After the close of business on the expiration date, unexercised warrants will become void.

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We will specify the place or places where, and the manner in which, warrants may be exercised in the form of warrant, warrant agreement or warrant certificate and applicable prospectus supplement.  Upon receipt of payment and the warrant or warrant certificate, as applicable, properly completed and duly executed at the corporate trust office of the warrant agent, if any, or any other office, including ours, indicated in the prospectus supplement, we will, as soon as practicable, issue and deliver the securities purchasable upon such exercise.  If less than all of the warrants (or the warrants represented by such warrant certificate) are exercised, a new warrant or a new warrant certificate, as applicable, will be issued for the remaining amount of warrants.  If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.

Prior to the exercise of any warrants to acquire 1,530purchase common stock or preferred stock, holders of the warrants will not have any of the rights of holders of the common stock or preferred stock purchasable upon exercise, including the right to vote or to receive any payments of dividends or payments upon our liquidation, dissolution or winding up on the common stock or preferred stock purchasable upon exercise, if any.

Outstanding Warrants

As of September 7, 2018, there were 4,682,435 outstanding warrants to purchase shares of our common stock at an exercise price of $18.38 per share, which become exercisable on August 2, 2006 and which terminate on February 2, 2010.stock.

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(18)DESCRIPTION OF UNITS    Basso Capital Management, L.P. (“Basso”)

The following description, together with the additional information we may include in any applicable prospectus supplement, summarizes the material terms and provisions of the units that we may offer under this prospectus.  While the terms we have summarized below will apply generally to any units that we may offer under this prospectus, we will describe the particular terms of any series of units in more detail in the applicable prospectus supplement and any related free writing prospectus.  The terms of any units offered under a prospectus supplement may differ from the terms described below.  However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the Investment Managertime of its effectiveness.

We will file as an exhibit to Basso Multi-Strategy Holding Fund, Ltd.  Howard I.  Fischerthe registration statement of which this prospectus is a managing memberpart, or will incorporate by reference from another report we file with the SEC, the form of Basso GP, LLC,unit agreement that describes the General Partnerterms of Basso,the series of units we may offer under this prospectus, and any supplemental agreements, before the issuance of the related series of units.  The following summaries of material terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements applicable to a particular series of units.  We urge you to read the applicable prospectus supplement and any related free writing prospectus, as such has investment powerwell as the complete unit agreement and voting control over these securities.  Mr. Fischer disclaims beneficial ownershipany supplemental agreements that contain the terms of these securities. Includes 18,900the units.

General

We may issue units comprised of shares of common stock and warrants to acquire 5,670 shares of our common stock at an exercise price of $18.38 per share, which become exercisable on August 2, 2006 and which terminate on February 2, 2010.

(19)    Basso Capital Management, L.P. (“Basso”) is the Investment Manager to Basso Private Opportunities Holding Fund, Ltd.  Howard I.  Fischer is a managing member of Basso GP, LLC, the General Partner of Basso, and as such has investment power and voting control over these securities.  Mr. Fischer disclaims beneficial ownership of these securities. Includes 6,000 shares of commonor preferred stock and warrants in any combination.  Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit.  Thus, the holder of a unit will have the rights and obligations of a holder of each included security.  The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.

We will describe in the applicable prospectus supplement the terms of the series of units, including, but not limited to:

The provisions described in this section, as well as those described under “Description of Common Stock and Preferred Stock” and “Description of Warrants” will apply to acquire 1,800 shares of oureach unit and to any common stock, preferred stock or warrant included in each unit, respectively.

Issuance in Series

We may issue units in such amounts and in numerous distinct series as we determine.

Enforceability of Rights by Holders of Units

We may enter into unit agreements with a unit agent.  Each unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency or trust with any holder of any unit.  A single bank or trust company may act as unit agent for more than one series of units.  A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us.  Any holder of a unit may, without the consent of the related unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any security included in the unit.

We, the unit agents and any of their agents may treat the registered holder of any unit certificate as an exercise priceabsolute owner of $18.38 per share, which become exercisable on August 2, 2006the units evidenced by that certificate for any purpose and which terminate on February 2, 2010.

(20)    Includes 20,000 shares of common stock and warrants to acquire 6,000 shares of our common stock at an exercise price of $18.38 per share, which become exercisable on August 2, 2006 and which terminate on February 2, 2010.

(21)    Includes 15,000 shares of common stock and warrants to acquire 4,500 shares of our common stock at an exercise price of $18.38 per share, which become exercisable on August 2, 2006 and which terminate on February 2, 2010.

(22)    Includes 40,000 shares of common stock and warrants to acquire 12,000 shares of our common stock at an exercise price of $18.38 per share, which become exercisable on August 2, 2006 and which terminate on February 2, 2010.

(23)    Includes shares underlying warrants to purchase 18,700 shares at an exercise price of  $13.76 per share until February 2, 2009 and shares underlying warrants to purchase 5,610 shares at an exercise price of  $19.30 per share until February 2, 2009.   SG Cowen & Co., LLC (“SG Cowen”) acted as the lead placement agent inperson entitled to exercise the Offering and received these warrants as compensation for services rendered.rights attaching to the units so requested, despite any notice to the contrary.

(24)    Includes shares underlying warrants to purchase 3,300 shares at an exercise price of $13.76 per shares until February 2, 2009 and includes shares underlying warrants to purchase 990 shares at an exercise price of $19.30 per share until February 2, 2009.  Montgomery 2006-1 Partnership is an affiliate of Montgomery & Co., LLC, who acted as a placement agent in the Offering and received these warrants as compensation for services rendered.-10-

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PLAN OF DISTRIBUTION

The selling stockholdersWe may from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded orour securities in private transactions.  These sales may be at fixed or negotiated prices.  The selling stockholders may use any one or more of the following methods when selling shares:ways from time to time:

The selling stockholdersapplicable prospectus supplement will contain the terms of the transaction, the name or names of any underwriters, dealers, agents and the respective amounts of securities underwritten or purchased by them, the initial public offering price of the securities, and the applicable agent’s commission, dealer’s purchase price or underwriter’s discount.  Any dealers and agents participating in the distribution of the securities may be deemed to be underwriters, and compensation received by them on resale of the securities may be deemed to be underwriting discounts.

Any initial offering price, dealer purchase price, discount or commission may be changed from time to time.

The securities may be distributed from time to time in one or more transactions, at negotiated prices, at a fixed price or fixed prices (that may be subject to change), at market prices prevailing at the time of sale, at various prices determined at the time of sale or at prices related to prevailing market prices.

Offers to purchase securities may be solicited directly by us or by agents designated by us from time to time.  Unless otherwise indicated in the prospectus supplement, any such agent will use its commercially reasonable efforts to solicit purchases for the period of its appointment or to sell securities on a continuing basis.  Agents may receive compensation in the form of commissions, discounts or concessions from us.  Agents may also receive compensation from the purchasers of the securities for whom they sell shares under Rule 144 underas principals.  Each particular agent will receive compensation in amounts negotiated in connection with the sale, which might be in excess of customary commissions.  Any such agent may be deemed to be an underwriter, as that term is defined in the Securities Act, if available, rather than under this prospectus.

Broker-dealers engagedof the securities so offered and sold.  Accordingly, any commission, discount or concession received by the selling stockholders may arrange for other brokers-dealers to participate in sales.  Broker-dealers may receive commissions or discounts from the selling stockholders (or, ifthem and any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated.  The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.  Any profitsprofit on the resale of shares of common stockthe securities purchased by a broker-dealer acting as principal mightthem may be deemed to be underwriting discounts or commissions under the Securities Act.  Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by a selling stockholder.  The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act.

The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 supplementing or amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 supplementing or amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

The selling stockholders and any broker-dealers or agents that are involved in selling the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in

16

proceeding was one by or on behalf of the corporation and in the proceeding the director or officer is adjudged to be liable to the corporation. Our Bylaws provide that we are required to indemnify our directors and officers to the fullest extent permitted by law, including those circumstances in which indemnification would otherwise be discretionary.

In addition to the general indemnification described above, we have adopted, in our articles of incorporation, a provision under the Maryland Code that eliminates and limits certain personal liability of directors and officers for monetary damages for breaches of the fiduciary duty of care.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus constitutes a part of a registration statementCurrent Report on Form S-3 we8-K/A, filed with the SEC underon May 21, 2018, have been so incorporated in reliance on the Securities Act.  This prospectus does not contain allreport of MNP LLP, an independent registered public accounting firm, given on the information set forthauthority of such firm as experts in auditing and accounting.

The audited financial statements of OneClick International, LLC for the registration statement and exhibits thereto, and statements includedyear ended December 31, 2016, incorporated in this prospectus asby reference to the content of any contract or other document referredProspectus filed pursuant to are not necessarily complete.  For further information, please review the registration statement and the exhibits and schedulesRule 424(b)(3), filed with the registration statement.

We are subject to the informational requirementsSEC on February 12, 2018, which forms part of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we file quarterly reports, current reports, proxy statements and other informationRegistration Statement on Form S-4/A, filed with the SEC on February 9, 2018, have been so incorporated in accordance withreliance on Item 11 of Form S-3 and on the Exchange Act.  These reports, proxyreport of MNP LLP, an independent registered public accounting firm, given on the authority of such firm as experts in auditing and accounting.

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The audited financial statements of OneClick Argentino S.R.L for the year ended December 31, 2016, and other information can be inspected and copied at the publicyear ended December 31, 2015, incorporated in this prospectus by reference facilities maintained byto the SEC at 100 F Street, N.E.Prospectus filed pursuant to Rule 424(b)(3), Washington, D.C. 20549.  In addition, these materials filed electronically by the Company with the SEC are available aton February 12, 2018, which forms part of the SEC’s World Wide Web site at http://www.sec.gov.  The SEC’s World Wide Web site contains reports, proxy and information statements, and other information regarding issuers that file electronicallyRegistration Statement on Form S-4/A, filed with the SEC.  Information aboutSEC on February 9, 2018, have been so incorporated in reliance on Item 11 of Form S-3 and on the operationreport of BDO - Becher & Asociados S.R.L., an independent registered public accounting firm, given on the SEC’s public reference facilities may be obtained by calling the SEC at 1-800-SEC-0330.authority of such firm as experts in auditing and accounting.

INCORPORATION OF INFORMATION WE FILE WITH THE SEC

INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus the information we file with them, which means:  incorporated documents are considered part of this prospectus;the SEC.  This means that we can disclose important information to you by referring you to those documents; and information we file withdocuments.  Any statement contained in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the SEC will automatically update and supersedeextent that a statement contained herein, or in any subsequently filed document, which also is incorporated by reference herein, modifies or supersedes such earlier statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this incorporated information.

prospectus.

We hereby incorporate by reference into this prospectus the following documents listed below, whichthat we have filed with the SEC under the Exchange Act:Act (File No. 001-32217):

18In reliance on Item 11 of Form S-3, we hereby incorporate by reference into this prospectus the following documents that we have filed with the SEC under the Securities Act (File No. 001-32217):

•                  Any reports filed under SectionsAll documents that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act (other than Current Reports on Form 8-K, or portions thereof, furnished under Item 2.02 or 7.01 of 1934 subsequentForm 8-K) (i) after the initial filing date of the registration statement of which this prospectus forms a part and prior to the effectiveness of such registration statement and (ii) after the date of this prospectus and prior to the termination of the offering made undershall be deemed to be incorporated by reference in this prospectus;prospectus from the date of filing of the documents, unless we specifically provide otherwise.  Information that we file with the SEC will automatically update and

•                  The description of our common stock may replace information previously filed with the SEC.  To the extent that any information contained in ourany Current Report on Form S-1 (File No. 333-112339)8-K or any exhibit thereto, was or is furnished to, rather than filed with the SEC, on January 30, 2004 and as subsequently amended on each of March 26, 2004, April 16, 2004, May 10, 2004, May 13, 2004, May 19, 2004 and May 20, 2004.such information or exhibit is specifically not incorporated by reference.

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WeUpon written or oral request made to us at the address or telephone number below, we will, at no cost to the requester, provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus has beenis delivered, upon written or oral request, a copy of any or all of the documents referred to aboveinformation that havehas been incorporated by reference in this prospectus (other than an exhibit to a filing, unless that exhibit is specifically incorporated by reference into that filing), but not delivered with this prospectus.  Requests for copies shouldYou may also access this information on our website at www.infosonics.com by viewing the “SEC Filings” subsection of the “Investors” menu.  No additional information on our website is deemed to be directed to Jeffrey Klausner, InfoSonics Corporation, part of or incorporated by reference into this prospectus.  We have included our website address in this prospectus solely as an inactive textual reference. 5880 Pacific Center Blvd, San Diego, CA  92121, telephone (858) 373-1600.

Cool Holdings, Inc.

48 NW 25th Street

Miami, FL 33127

Attn:  Investor Relations

(786) 675-5246

19WHERE YOU CAN FIND MORE INFORMATION

As permitted by SEC rules, this prospectus omits certain information and exhibits that are included in the registration statement of which this prospectus forms a part.  Since this prospectus may not contain all of the information that you may find important, you should review the full text of these documents.  If we have filed a contract, agreement or other document as an exhibit to the registration statement of which this prospectus forms a part, you should read the exhibit for a more complete understanding of the document or matter involved.  Each statement in this prospectus, including statements incorporated by reference as discussed above, regarding a contract, agreement or other document is qualified in its entirety by reference to the actual document.

We are subject to the information reporting requirements of the Exchange Act, and, in accordance with these requirements, we file annual, quarterly and current reports, proxy statements, and other information with the SEC.  You may inspect, read and copy the reports and other information we file with the SEC at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549.  You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC also maintains an internet website at www.sec.gov that contains our filed reports, proxy and information statements, and other information that we file electronically with the SEC.  Additionally, we make these filings available, free of charge, on our website at www.infosonics.com in the “SEC Filings” subsection of the “Investors” menu as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC.  The information on our website, other than these filings, is not, and should not be, considered part of this prospectus, is not incorporated by reference into this prospectus, and should not be relied upon in connection with making any investment decision with respect to our securities.

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Cool Holdings, Inc.

$25,000,000

Common Stock
Preferred Stock
Warrants
Units

_______ __, 2018

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.   Other Expenses of Issuance and Distribution.

The following is an itemization of all expenses (subject to future contingencies) incurred or to be incurred by the Registrant in connection with the registrationissuance and distribution of the securities being offered.  The selling stockholders will not pay any ofregistered are set forth in the following expenses.table (all amounts other than the registration fee are estimated):

*estimated

Item 15.   Indemnification of Directors and Officers.

The registrant’s articles of incorporation limit the liability of its directors and officers to the fullest extent permitted by the Maryland General Corporation Law (as amended from time to time, or the MGCL) and, together with the registrant’s bylaws, as amended, requires the registrant to indemnify its present and former directors and any individual who, while its director and at the request of the Stateregistrant, serves or has served another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee, against liabilities to the fullest extent allowed under Maryland law.  The registrant’s articles of Maryland allows corporationsincorporation and bylaws permit the registrant, with the approval of its board of directors, to indemnify any person who wasand advance or is a party or is threatened to be made a party toreimburse the expenses of any threatened, pending or completed action or suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of the registrant or of any predecessor, to the maximum extent permitted by the MGCL.

The MGCL requires a corporation or is or was serving at(unless its articles of incorporation provide otherwise, which the request of the corporation asregistrant’s do not) to indemnify a director or officer employee, partner, trustee,who has been successful, on the merits or agentotherwise, in the defense of another

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any proceeding to which he or she is made a party by reason of his or her service in that capacity.  The MGCL permits a corporation partnership, joint venture, trust,to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other enterprise or employee benefit plan,capacities unless it is established that:

Under Maryland law, indemnification may be provided against judgments, penalties, fines, settlements and reasonable expenses actually incurred by the person in connection with the proceeding. The indemnification may be provided, however, only if authorized for a specific proceeding after a determination has been made that indemnification is permissibleHowever, under the circumstances because the person met the applicable standard of conduct. This determination is required to be made:

•                  by the board of directors byMGCL, a majority vote ofMaryland corporation may not indemnify for an adverse judgment in a quorum consisting of directors not, at the time, parties to the proceeding or, if a quorum cannot be obtained, then by a majority vote of a committee of the board consisting solely of two or more directors not, at the time, parties to the proceeding and who a majority of the board of directors designated to act in the matter;

•                  by special legal counsel selected by the board or board committee by the vote set forth above, or, if such vote cannot be obtained, by a majority of the entire board; or

•                  by the stockholders.

If the proceeding is onesuit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification, may not be provided asand then only for expenses.  In addition, the MGCL permits a corporation to any proceeding in which the person is found liable to the corporation.

A Maryland corporation may pay, before final disposition, theadvance reasonable expenses including attorneys’ fees, incurred by a director, officer, employee or agent in defending a proceeding. Under Maryland law, expenses may be advanced to a director or officer whenupon the corporation’s receipt of:

Under Maryland law,The registrant’s bylaws, as amended, obligate the indemnification and advancement of expenses provided by statute are not exclusive of any other rights to which a person who is not a director seeking indemnification or advancement of expenses may be entitled under any charter, bylaw, agreement, vote of stockholders, vote of directors or otherwise.

Our Articles of Incorporation provide that we shall indemnify each director or officer:

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•registrant, to the fullest extent permitted by the General Corporation LawMaryland law in effect from time to time, without requiring a preliminary determination of the Stateultimate entitlement to indemnification, to pay or reimburse reasonable expenses in advance of Maryland,final disposition of a proceeding to:

Additionally, our ArticlesInsofar as the foregoing provisions permit indemnification of Incorporation providedirectors, officers or persons controlling the registrant for liability arising under the Securities Act of 1933, as amended, the registrant has been informed that, we may indemnify any of our employees or agents toin the fullest extent permitted by the General Corporation Lawopinion of the State ofSEC, this indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

The MGCL permits a Maryland or any similar provision or provisions of applicable law at the time in effect, in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was at any time our employee or agent, or is or was at any time serving at our request as a director, officer, employee, agent or trustee of another corporation partnership, limited liability company, joint venture, trust, other enterprise or employee benefit plan.

Reasonable expenses incurred in defending any action, suit or proceeding described above shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director, officer or employee to repay such amount to the corporation if it shall ultimately be determined that he or she is not entitled to be indemnified by us.

In addition to the general indemnification described above, Maryland law permits corporations to include anyin its articles of incorporation a provision expanding or limiting the liability of its directors and officers to the corporation orand its stockholders for money damages but may not include any provision that restricts or limits theexcept for liability resulting from actual receipt of its directors or officers to the corporation or its stockholders for the following:

•                  to the extent that it is proved that the person actually received an improper benefit or profit in money, property or services for the amount of the benefit or profit in money, property or services actually received; or

•                  to the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the person’s action, or failure to act, was the result of active and deliberate dishonesty and wasestablished by a final judgment as being material to the cause of action adjudicatedaction.  The registrant’s articles of incorporation contain such a provision which eliminates such liability to the maximum extent permitted by Maryland law.

The foregoing summaries are necessarily subject to the complete text of the MGCL, the registrant’s articles of incorporation and bylaws, as amended, and the arrangements referred to above and are qualified in the proceeding.

their entirety by reference thereto.

We have adopted, in our charter,maintain a provision that eliminatesdirectors’ and limits the personalofficers’ liability of each of ourinsurance policy.  The policy insures directors and officers to the full extent permitted by the laws of the State of Maryland.

We also currently have liability insurance for ouragainst unindemnified losses arising from certain wrongful acts in their capacities as directors and officers and reimburses us for those losses for which we have lawfully indemnified the directors and officers.  The policy contains various exclusions.

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Item 16.   Exhibits.Exhibits

The list of exhibits in the Exhibit Index to this registration statement is incorporated herein by reference.

*Filed herewith______________

(1)Incorporated by reference to the Company’s Registration Statement on Form S-1, filed on January 30, 2004.

Item 17.  Undertakings.

(a)(*)The undersigned registrant hereby undertakes:To be filed by amendment or as an exhibit to a filing with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 and incorporated by reference in connection with the offering of securities to the extent required for any such offering.

(+)Filed herewith.

1.Item 17.   Undertakings

(i)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii)to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

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