WARM Cool Technologies Inc (PK)

INFORMATION STATEMENT

PURSUANT TO SECTION 14(C)

OF THE SECURITIES EXCHANGE ACT OF 1934

AND RULE 14C-2 THEREUNDER

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NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

This Information Statement is being furnished to the holders of record of the shares of the common stock (the “Common Stock”) of Cool Technologies, Inc., a Nevada corporation (the “ Company” ), as of the close of business on the record date, February 24, 2017 (the “ Record Date ”). The purpose of the Information Statement is to notify our stockholders that on February 10, 2017, the Company received a joint written consent in lieu of a meeting (the “ Joint Written Consent ”) from the members of the Board of Directors (the “ Board ”) and the holders of all of the issued and outstanding shares of Series B preferred stock (the “ Series B Stock”) of the Company representing 66 2/3% of the voting stock of the Company (the “ Consenting Stockholders”) . The Joint Written Consent adopted resolutions which authorized the Company to act on a proposal to amend its Articles of Incorporation to increase the amount of authorized shares of Common Stock from 140,000,000 to 350,000,000 shares of common stock.

The Board believes that the amendment to the Articles of Incorporation (the “Amendment”) is beneficial to the Company. The full text of the Amendment is attached as Appendix A to this Information Statement.

The action will become effective on a date that is not earlier than twenty one (21) calendar days after this Information Statement is first mailed to our stockholders.

Because the Consenting Stockholders have voted in favor of the foregoing action, and have sufficient voting power to approve such actions through their ownership of Common Stock, no other stockholder consents will be solicited in connection with the transactions described in this Information Statement. The Board is not soliciting proxies in connection with the adoption of these resolutions, and proxies are not requested from stockholders.

In accordance with our bylaws, our Board has fixed the close of business on February 24, 2017 as the record date for determining the stockholders entitled to notice of the above noted actions. This Information Statement is being mailed on or about February 24, 2017 to stockholders of record on the Record Date.

Under Nevada law, stockholders have no appraisal or dissenters’ rights in connection with the proposed amendment.

DISTRIBUTION AND COSTS

We will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. In addition, we will only deliver one Information Statement to multiple security holders sharing an address, unless we have received contrary instructions from one or more of the security holders. Also, we will promptly deliver a separate copy of this Information Statement and future stockholder communication documents to any security holder at a shared address to which a single copy of this Information Statement was delivered, or deliver a single copy of this Information Statement and future stockholder communication documents to any security holder or holders sharing an address to which multiple copies are now delivered, upon written request to us at our address noted above.

Security holders may also address future requests regarding delivery of information statements by contacting us at the address noted above.

VOTE REQUIRED; MANNER OF APPROVAL

Approval to implement the amendment to the Articles requires the affirmative vote of the holders of a majority of the voting power of the Company. There are currently 113,238,236 shares of Common Stock outstanding, and each share of Common Stock is entitled to one vote. Based on information and belief, there are currently 100 shares of Series A preferred stock (“ Series A Stock ”) outstanding. Each share of Series A Stock has the voting right of 50,000 shares of Common Stock. There are currently 3,636,360 shares of Series B Stock outstanding. For so long as the Series B Stock is issued and outstanding, the holders of Series B Stock shall vote together as a single class with the holders of the Common Stock and the holders of any other class or series of shares entitled to vote with the Common Stock, with the holders of Series B Stock being entitled to 66 2/3% of the total votes on all such matters. Because all of holders of the Series B Stock having 66 2/3% of the voting rights of the Company have voted in favor of the foregoing action, and have sufficient voting power to approve such actions through their ownership of Series B Stock, no other stockholder consents will be solicited in connection with the transaction described in this Information Statement. The Board is not soliciting proxies in connection with the adoption of these proposals, and proxies are not requested from stockholders.

In addition, the Nevada Revised Statutes (the “ NRS ”) provide in substance that stockholders may take action without a meeting of the stockholders and without prior notice if a consent or consents in writing, setting forth the action so taken, is signed by the holders of the outstanding voting shares holding not less than the minimum number of votes that would be necessary to approve such action at a stockholders meeting. The action is effective when written consents from holders of record of a majority of the outstanding shares of voting stock are executed and delivered to the Company.

Written consent was received from the holders of all of the issued and outstanding holders of the Series B Stock having 66 2/3% voting power. Accordingly, the necessary majority of votes necessary to implement the proposed amendment to the Articles was received. In accordance with our bylaws, the Board has fixed the close of business on February 24, 2017 as the record date for determining the stockholders entitled to vote or give written consent.

On February 10, 2017, the Board and the Consenting Stockholders executed and delivered to the Company the Joint Written Consent. Accordingly, in compliance with the NRS, at least a majority of the total voting stock of the Company have approved the amendment. As a result, no vote or proxy is required by the stockholders to approve the adoption of the foregoing actions.

REASON FOR THE AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK FROM 140,000,000 SHARES TO 350,000,000 SHARES OF COMMON STOCK.

The Company’s current Articles of Incorporation authorizes the issuance of 140,000,000 shares of Common Stock. As of February 12, 2017, there were 113,238,236 shares of Common Stock issued and outstanding.

The purpose of the proposed increase in authorized share capital is to make available additional shares of Common Stock for issuance of all the current outstanding convertible securities and for general corporate purposes without the requirement of further action by the stockholders of the Company. We currently have outstanding convertible debentures which will require the issuance of 22,083,933 shares of common stock if all such indebtedness would convert (assuming individual conversion rates which range from $0.025 to $0.08 per share). Also, we currently have 650,000 shares due to be issued as part of a private placement agreement with an accredited investor and 150,000 inducement shares to be issued as part of an agreement to sell a promissory note. Also, we currently have 4,000,000 options and 53,201,091 warrants issued and outstanding, which would require the issuance of 57,201,091 shares of common stock if all such options and warrants would be exercised. Finally, an investor to whom we have a debt obligation has a call right to require the Company to sell him 4,000,000 shares at $0.05 per share. We also hope to be able to require Bellridge Capital LP to purchase shares of our common stock pursuant to the terms and provisions of the Securities Purchase Agreement. See the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 12, 2016 for a description of our arrangement with Bellridge Capital.

The Company recently informed its shareholders that it will be effectuating a 1:15 reverse stock split. See the Schedule 14C Information Statement filed by the Company with the Securities and Exchange Commission on November 23, 2016. As a result of such reverse stock split, the current amount of issued and outstanding shares will be decreased but the number of authorized shares of common stock would remain the same, i.e., 140,000,000. It was the expectation of the Company that upon the effectiveness of the reverse stock split the Company would have sufficient shares of common stock to issue to the holders of the outstanding convertible debentures, options and warrants as well any other contractual obligations to issue shares. However, since FINRA has not yet declared the reverse stock split effective, the Company will need to increase the number of authorized shares of common stock by amending its Articles of Incorporation.

In addition, the Company will need additional authorized shares in connection with establishing additional employee or director equity compensation plans or arrangements or for other general corporate purposes, including without limitation raising capital. There is currently no formal agreement or arrangement with respect to any of the foregoing other than as described above. Increasing the authorized number of shares of the Common Stock of the Company will provide the Company with greater flexibility and allow the issuance of additional shares of Common Stock in most cases without the expense or delay of seeking further approval from the stockholders.

The shares of Common Stock do not carry any pre-emptive rights. The adoption of the Amendment will not of itself cause any changes in the Company’s capital accounts.

The increase in authorized share capital will not have any immediate effect on the rights of existing holders of the Company’s Common Stock. However, the Board of Directors will have the authority to issue authorized shares of Common Stock without requiring future approval from the stockholders of such issuances, except as may be required by applicable law. To the extent that additional authorized shares of Common Stock are issued in the future, they will decrease the existing stockholders’ percentage equity ownership interests and, depending upon the price at which such shares of common stock are issued, could be dilutive to the existing stockholders. Any such issuance of additional shares of Common Stock could have the effect of diluting the earnings per share and book value per share of outstanding shares of Common Stock of the Company.

One of the effects of the increase in authorized share capital, if adopted, however, may be to enable the Board to render it more difficult to or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of present management. The Board would, unless prohibited by applicable law, have additional shares of Common Stock available to effect transactions (including private placements) in which the number of the Company’s outstanding shares would be increased and would thereby dilute the interest of any party attempting to gain control of the Company. Such action, however, could discourage an acquisition of the Company which the stockholders of the Company might view as desirable.