Item 3. Source or Amount of Funds or Other Consideration.
Item 4. Purpose of Transaction.
On March 12, 2018, Diaz was appointed as chief executive officer and as a director of InfoSonics Corp. and simultaneously acquired 125,014 common shares of the Issuer in connection with a merger between InfoSonics Corp. and Cool Holdings, Inc. (the “Merger”). The 125,014 common shares were held indirectly by Bliss Investment Group, LLC, a Florida limited liability company in which Diaz has a 100% pecuniary interest with sole voting and dispositive power (“Bliss”). Diaz held 6.37% of the Issuer’s 1,962,057 total outstanding shares as of March 12, 2018.
On August 15, 2018, Diaz exchanged debt obligations held through existing promissory notes into 424,348 common shares of the Issuer at a conversion price of $3.68 per share and acquired 424,348 warrants, exercisable into common shares of the Issuer at an exercise price of $3.56 per share. The 424,348 shares and 424,348 warrants were held indirectly through Bliss. As of August 15, 2018, Diaz held 14.149% of the Issuer’s outstanding common shares based on 3,351,632 total outstanding shares on August 14, 2018, plus 3,110,034 common shares issued in connection with the debt exchange (“Debt Exchange Shares”), together with the 424,348 warrants held by the reporting person, included pursuant to Rule 13d-3(d)(1).
On August 17, 2018, Diaz received 41,672 common shares of the Issuer at a price of $3.82 per share in connection with the exercise of an option to acquire assets of electronic stores in the Dominican Republic (the “Unitron Assets”). The 41,672 shares were held indirectly through Bliss. As of August 17, 2018, Diaz held 13.52% of the Issuer’s outstanding common shares based on 3,351,632 total outstanding shares on August 14, 2018, plus the Debt Exchange Shares and 625, 077 common shares issued in connection with the Unitron Assets acquisition, together with the 424,348 warrants held by the reporting person included pursuant to Rule 13d-3(d)(1).
On May 13, 2019, Diaz acquired 250,000 common shares of the Issuer at a price of $2.60 per share. As of May 13, 2019, Diaz held 13.62% of the Issuer’s outstanding common shares based on 8,868,531 total outstanding shares on May 13, 2019, together with the 424,348 warrants held by the reporting person, included pursuant to Rule 13d-3(d)(1).
On June 5, 2019, Diaz ceased to be an officer and director of the Issuer with no continuing control intent or purpose, holding 13.62% of the Issuer’s outstanding common shares based on 8,878,531 total outstanding shares on June 5, 2019, together with the 424,348 warrants held by the reporting person, included pursuant to Rule 13d-3(d)(1).