Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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 Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of
this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.‘
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all
exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Mauricio Diaz ("Diaz")
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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1,265,382 common shares
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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1,265,382 common shares
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,265,382 common shares, which includes 424,348 unexercised warrants
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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| 13.62%* * The percentages used herein are calculated based upon 8,868,531 outstanding shares of the Issuer as of May 15, 2019, plus 424,348 common shares in aggregate underlying warrants which are beneficially owned by Diaz and included pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended. |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Cool Holdings, Inc. ("Issuer")
2001 NW 84th Avenue
Miami, Florida 33122
Common Shares, $0.001 par value
Item 2. Identity and Background.
| a. |
Name:
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Mauricio Diaz
| b. | Address: |
1240 Campamento Avenue, Coral Gables, FL 33156
| c. | Occupation |
Entrepreneur
| d. | Criminal Proceedings and Convictions: |
There were no criminal proceedings during the last five
years referred to in Item 2(d), in which Diaz was convicted.
| e. | Civil Proceeidngs and Judgment, Decree or Order: |
There were no civil proceedings during the last five years referred to in Item 2(e), in which Diaz was a
party or was or is subject to a judgment, decree or final order.
| f. | Citizenship: |
United States
Item 3. Source or Amount of Funds or Other Consideration.
PF
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).
591,034 common shares held indirectly by Diaz through Bliss
Warrants exercisable for 424,348 common shares held indirectly by Diaz through Bliss
Total: 1,265,382 common shares
Exchange Agreement (Filed as Exhibit 10.1 to Issuer’s 8-K filed on August 15, 2018)
Option Agreement, First Amendment to Option Agreement and Notice of Exercise for Unitron Assets (Exhibits 10.1, 10.2 and 10.3 to Issuer’s 8-K filed August 20, 2018)
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Agreement and Plan of Merger dated July 25, 2017 (Filed as Exhibit 2.1 to InfoSonics Corp.’s 8‑K filed July 26, 2017)
Exchange Agreement (Filed as Exhibit 10.1 to Issuer’s 8-K filed on August 15, 2018)
$3.56 Warrant (Filed as Exhibit 10.2 to Issuer’s 8-K filed on August 15, 2018)
Item 7. Material to Be Filed as Exhibits.
N/A
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: July 1, 2019
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By:
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/s/ Mauricio Diaz
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Name: Mauricio Diaz
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