On August 10, 2012, Infusion Brands International, Inc. $INBI (“Infusion”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ronco Holdings, Inc., a Delaware corporation (“Ronco”), CD3 Holdings, Inc., the holder of all of the issued and outstanding common stock of Ronco (“CD3”), Ronco Brands, Inc., a Nevada corporation and Infusion’s newly formed wholly owned subsidiary (“Acquisition Sub”) and Vicis Capital Master Fund, Infusion’s principal stockholder (“Vicis”). Upon the closing of the merger (the “Closing Date”), Ronco will merge with and into Acquisition Sub, Acquisition Sub will cease to exist and Ronco will survive the merger and become a wholly-owned subsidiary of Infusion (the “Merger”). Upon consummation and in consideration for the Merger, CD3 shall be entitled to receive such number of shares of Infusion’s common stock equal to 50% of the issued and outstanding common stock of Infusion on the Closing Date along with the right to receive, at any time after the Closing Date, one additional share of Infusion’s common stock for every share of common stock issued upon the conversion of any derivative security of Infusion outstanding at the Closing Date (the “Merger Shares”).
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