8-K 1 cool_8k.htm FORM 8-K cool_8k.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 28, 2019

 

Cool Technologies, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada

 

000-53443

 

75-3076597

(State or other jurisdiction

of incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

8875 Hidden River Parkway

Tampa, Florida

 

33637

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (813) 975-7467

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

None

 

None

 

None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 of this chapter).

 

Emerging growth company ☐

 

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. ☐

 

 
 
 
 

  

Item 8.01 Other Events.

 

On October 28, 2019, Cool Technologies, Inc. (the “Company”) filed an amendment to its articles of incorporation to increase the amount of authorized shares of the Company from 350,000,000 to 500,000,000 (the “Amendment”). As previously disclosed in the Company’s definitive information statement, filed with the Securities and Exchange Commission on September 26, 2019, the Company obtained the consent of all of the holders of all of the issued and outstanding shares of the Company’s Series B Preferred Stock, representing 66 2/3% of the voting stock of the Company, to file the Amendment.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

3.1

 

Certificate of Amendment to Articles of Incorporation

 

 

2

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

COOL TECHNOLOGIES, INC.

 

 

 

Date: October 30, 2019

By:

/s/ Timothy Hassett

 

 

Timothy Hassett

 

 

Chairman and Chief Executive Officer

(Principal Executive Officer)

 

 

 

3