Spy Inc. Announces Debt Conversion

CARLSBAD, CA--(Marketwired - July 15, 2016) - Spy Inc. (OTC PINK: XSPY) ("Spy" or the "Company") announced that the Company converted during the first half of 2016, approximately $22.8 million of convertible and other debt owed to certain affiliates of the Company into newly established Series A Convertible Preferred Stock ("Preferred Stock"), with each share of Preferred Stock convertible into 100 shares of common stock. As a result, the effective conversion price of the outstanding debt equaled $0.30 per share of common stock of the Company, and as a result there are now 89,624,185 shares of potentially dilutive shares of common stock as of June 30, 2016. The terms of the conversion were approved by a Special Committee of the Board of Directors of the Company consisting of independent directors, upon receipt of a fairness opinion from an independent financial advisor.

"With the completion of the conversion, we have a cleaner, stronger balance sheet," said Seth Hamot, the Chairman of the Board of Directors and Acting Chief Executive Officer of the Company. "This is another key step in positioning Spy for long-term success. We have now reduced our total debt from $30.3 million as of December 31, 2015 to $4.8 million as of June 30, 2016."

SPY Inc.:
We have a happy disrespect for the usual way of looking (at life) and the need to SEE HAPPY. It is this mindset that drives us to design, market, and distribute premium products for people who "live" to be outdoors, pushing the boundaries in action sports, motorsports, snow sports, cycling and multi-sports. We actively support the lifestyle subcultures that surround these pursuits, and as a result our products serve the broader fashion, music and entertainment markets of the youth culture. Our reason for being is to create the unusual and this is what helps us deliver distinctive products to people who are active, fun and a bit irreverent, like us. Our principal products -- sunglasses, goggles and prescription frames -- are marketed with fun and creativity under the SPY® brand. More information about SPY may be obtained from: www.spyoptic.com, www.facebook.com/spyoptic, Twitter @spyoptic and Instagram @spyoptic.

Safe Harbor Statement:
This press release contains forward-looking statements. These statements relate to future events or future financial performance and are subject to risks and uncertainties. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "feel," "estimate," "predict," "hope," the negative of such terms, expressions of optimism or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. Factors that could cause actual results to differ from those contained in our forward-looking statements include, but are not limited to lack of continuity and effectiveness of our management team, our ability to generate sufficient incremental sales of our core SPY^® brand and new products to recoup our significant investments in sales and marketing, our ability to lower our expenses or otherwise reduce our breakeven point on an operating basis, our ability to maintain or increase the availability of our existing credit facilities and otherwise finance our strategic objectives, and the other risks identified from time to time. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results and undertake no obligation to update any of these forward-looking statements.