UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10‑Q

 

(Mark One)

 

☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2020

 

☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______________ to _______________.

 

Commission file number: 000-53443

 

COOL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

75-3076597

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

8875 Hidden River Parkway, Suite 300

Tampa, FL

 

33637

(Address of principal executive offices)

 

(Zip Code)

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒     No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

 

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. ☐

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

As of November 10, 2020, there were 439,888,562 shares of common stock, $0.001 par value, issued and outstanding.

 

 

 

    

COOL TECHNOLOGIES, INC.

Table of Contents

 

Part I - FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Condensed Consolidated Financial Statements

 

4

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

22

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

33

 

Item 4.

Controls and Procedures

 

33

 

 

 

 

 

 

Part II - OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

34

 

Item 1A.

Risk Factors

 

34

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

35

 

Item 3.

Defaults Upon Senior Securities

 

35

 

Item 4.

 Mine Safety Disclosures

 

35

 

Item 5.

Other information

 

35

 

Item 6.

Exhibits

 

36

 

 

 
2

 

    

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

 

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events, conditions or financial performance forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements. We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about potential sales and revenues; acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

 

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.

 

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

 

The Company previously filed a Current Report on Form 8-K with the Securities and Exchange Commission on May 14, 2020 (the “Current Report”) to avail itself of the relief provided by the Securities and Exchange Commission (SEC) Order under Section 36 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), granting exemptions from specified provisions of the Exchange Act, as set forth in SEC Release No. 34-88465 (the “Order”). COVID-19 and the extraordinary measures undertaken to minimize its spread has caused severe disruptions in transportation, limited access to facilities resulting in limited support from its staff and professional advisors and interfered with the timely exchange of information during the first three quarters of the year. 

 

 
3

Table of Contents

    

PART I. Financial Information

 

Item 1. Condensed Consolidated Financial Statements

 

Cool Technologies, Inc. and Subsidiary

Condensed Consolidated Balance Sheets

 

 

 

September 30,

2020

 

 

December 31,

2019

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash

 

$ 8,950

 

 

$ 15,306

 

Inventory

 

 

179,593

 

 

 

149,744

 

Prepaid expenses and other assets

 

 

--

 

 

 

5,000

 

Total current assets

 

 

188,543

 

 

 

170,050

 

Intangibles

 

 

233,605

 

 

 

213,192

 

Equipment, net

 

 

62,175

 

 

 

76,280

 

Total assets

 

$ 484,323

 

 

$ 459,522

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$ 1,642,926

 

 

$ 1,524,506

 

Accrued interest payable

 

 

682,164

 

 

 

407,037

 

Accrued liabilities - related party

 

 

1,122,885

 

 

 

913,948

 

Customer deposits - related party

 

 

400,000

 

 

 

400,000

 

Accrued payroll taxes

 

 

108,049

 

 

 

62,049

 

Debt, current portion, net of debt discount

 

 

3,187,432

 

 

 

2,971,232

 

Derivative liability

 

 

434,764

 

 

 

712,921

 

Total current liabilities

 

 

7,578,220

 

 

 

6,991,693

 

 

 

 

 

 

 

 

 

 

Debt, long-term portion

 

 

109,192

 

 

 

29,329

 

Total liabilities

 

 

7,687,412

 

 

 

7,021,022

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity (deficit):

 

 

 

 

 

 

 

 

Preferred stock Series A, $.001 par value; 410 shares authorized; 3 issued and outstanding on September 30, 2020 and December 31, 2019

 

 

--

 

 

 

--

 

Preferred stock Series B, $.001 par value; 3,636,360 shares authorized; 2,727,270 issued and outstanding on September 30, 2020 and December 31, 2019

 

 

2,727

 

 

 

2,727

 

Common stock, $.001 par value; 1,000,000,000 shares authorized; 422,676,611 and 267,450,017 shares issued and outstanding on September 30, 2020 and December 31, 2019, respectively

 

 

422,677

 

 

 

267,450

 

Additional paid-in capital

 

 

47,375,001

 

 

 

46,265,016

 

Common stock issuable

 

 

58,670

 

 

 

58,670

 

Common stock held in escrow

 

 

8,441

 

 

 

8,441

 

Accumulated deficit

 

 

(55,013,526 )

 

 

(53,107,440 )

Non-controlling interest

 

 

(57,079 )

 

 

(56,364 )

Total stockholders’ deficit

 

 

(7,203,089 )

 

 

(6,561,500 )

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ deficit

 

$ 484,323

 

 

$ 459,522

 

 

See accompanying notes to condensed consolidated financial statements.

 

 
4

Table of Contents

 

Cool Technologies, Inc. and Subsidiary

Condensed Consolidated Statements of Operations

(Unaudited)

 

 

 

Three months ended September 30

 

 

Nine months ended September 30

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$ --

 

 

$ --

 

 

$ --

 

 

$ --

 

Cost of revenues

 

 

--

 

 

 

--

 

 

 

--

 

 

 

--

 

Gross profit

 

 

--

 

 

 

--

 

 

 

--

 

 

 

--

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payroll and related expenses

 

 

102,484

 

 

 

106,004

 

 

 

268,642

 

 

 

369,258

 

Consulting

 

 

60,000

 

 

 

66,500

 

 

 

173,000

 

 

 

245,207

 

Professional fees

 

 

83,975

 

 

 

37,100

 

 

 

183,084

 

 

 

163,569

 

Research and development

 

 

3,797

 

 

 

10,000

 

 

 

14,105

 

 

 

57,102

 

General and administrative

 

 

17,256

 

 

 

48,945

 

 

 

30,709

 

 

 

198,643

 

Total operating expenses

 

 

267,512

 

 

 

268,549

 

 

 

669,540

 

 

 

1,033,779

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

 

(267,512 )

 

 

(268,549 )

 

 

(669,540 )

 

 

(1,033,779 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(301,182 )

 

 

(518,271 )

 

 

(1,190,582 )

 

 

(1,588,457 )

Change in fair value of derivative liability

 

 

127,186

 

 

 

1,039,033

 

 

 

(46,679 )

 

 

(470,710 )

Gain on extinguishment of debt

 

 

--

 

 

 

--

 

 

 

--

 

 

 

208,325

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(441,508 )

 

 

252,510

 

 

 

(1,906,801 )

 

 

(1,943,201 )

Less: Noncontrolling interest in net loss

 

 

(190 )

 

 

(123 )

 

 

(715 )

 

 

(1,159 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss to shareholders

 

$ (441,318 )

 

$ 252,387

 

 

$ (1,906,086 )

 

$ (1,942,042 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$ (0.00 )

 

$ (0.00 )

 

$ (0.01 )

 

$ (0.01 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

421,676,611

 

 

 

244,859,877

 

 

 

384,569,242

 

 

 

233,830,512

 

 

See accompanying notes to condensed consolidated financial statements

 

 
5

Table of Contents

   

Cool Technologies, Inc. and Subsidiary

Condensed Consolidated Statements of Stockholders’ Deficit

(Unaudited)

 

 

 

 

 

 

 

 

 

Additional

 

 

Common

 

 

Common Stock

 

 

 

 

 

Non-

 

 

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Paid-in

 

 

Stock

 

 

Held in

 

 

Accumulated

 

 

Controlling

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Issuable

 

 

Escrow

 

 

Deficit

 

 

Interest

 

 

Total 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

2,727,290

 

 

$ 2,727

 

 

 

214,705,916

 

 

$ 214,705

 

 

$ 45,160,994

 

 

$ 123,670.0

 

 

$ 8,441

 

 

$ (49,866,128 )

 

$

(54,764

 

$ (4,410,355 )

Sale of stock

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Issuance of common stock issuable

 

 

-

 

 

 

-

 

 

 

1,650,000

 

 

 

1,650

 

 

 

93,350

 

 

 

(95,000 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Conversion of Series A preferred stock to common stock

 

 

(17 )

 

 

-

 

 

 

850,000

 

 

 

850

 

 

 

(850 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Stock issued with debt

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

30,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

30,000

 

Warrants issued for services

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

32,624

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

32,624

 

Warrants issued with debt

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

112,260

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

112,260

 

Debt converted

 

 

-

 

 

 

-

 

 

 

34,996,708

 

 

 

34,997

 

 

 

515,097

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

550,094

 

Debt issued with beneficial conversion feature

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

144,260

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

144,260

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,943,201 )

 

 

-

 

 

 

(1,943,201 )

Noncontrolling interest

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,159

 

 

 

(1,159 )

 

 

-

 

September 30, 2019

 

 

2,727,273

 

 

$ 2,727

 

 

 

252,202,624

 

 

$ 252,202

 

 

$ 46,057,735

 

 

$ 58,670

 

 

$ 8,441

 

 

$ (51,808,170 )

 

$ (55,923 )

 

$ (5,484,318 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2019

 

 

2,727,273

 

 

$ 2,727

 

 

 

267,450,017

 

 

$ 267,450

 

 

$ 46,265,016

 

 

$ 58,670

 

 

$ 8,441

 

 

$ (53,107,440 )

 

$ (56,364 )

 

$ (6,561,500 )

Warrants issued with debt

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

12,654

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

12,654

 

Stock issued with debt

 

 

-

 

 

 

-

 

 

 

1,000,000

 

 

 

1,000

 

 

 

17,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

18,000

 

Debt converted

 

 

-

 

 

 

-

 

 

 

154,226,594

 

 

 

154,227

 

 

 

1,080,331

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,234,558

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,906,801

 

 

-

 

 

 

(1,906,801 )

Noncontrolling interest

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

715

 

 

 

(715

 

 

-

 

September 30, 2020

 

 

2,727,273

 

 

$ 2,727

 

 

 

422,676,611

 

 

$ 422,677

 

 

$ 47,375,001

 

 

$ 58,670

 

 

$ 8,441

 

 

$ (55,013,526 )

 

$ (57,079 )

 

$ (7,203,089 )

   

 
6

Table of Contents

    

 

 

 

 

 

 

 

 

 

 

 Additional

 

 

 Common

 

 

Common Stock

 

 

 

 

Non-

 

 

 

 

 

Preferred Stock

 

 

Common Stock

 

 

 Paid-in

 

 

 Stock

 

 

Held in

 

 

Accumulated

 

 

Controlling

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Issuable

 

 

Escrow

 

 

Deficit

 

 

Interest

 

 

Total 

 

June 30, 2019

 

 

2,727,273

 

 

 

2,727

 

 

 

237,333,916

 

 

 

237,333

 

 

 

45,774,110

 

 

 

58,670

 

 

 

8,441

 

 

 

(52,060,557 )

 

 

(56,046 )

 

 

(6,035,322 )

Debt converted

 

 

-

 

 

 

-

 

 

 

14,868,708

 

 

 

14,869

 

 

 

283,625

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

298,494

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

252,510

 

 

 

-

 

 

 

252,510

 

Noncontrolling interest

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(123 )

 

 

123

 

 

 

-

 

September 30, 2019

 

 

2,727,273

 

 

 

2,727

 

 

 

252,202,624

 

 

 

252,202

 

 

 

46,057,735

 

 

 

58,670

 

 

 

8,441

 

 

 

(51,808,170 )

 

 

(55,923 )

 

 

(5,484,318 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2020

 

 

2,727,273

 

 

 

2,727

 

 

 

421,676,611

 

 

 

421,677

 

 

 

47,358,001

 

 

 

58,670

 

 

 

8,441

 

 

 

(54,572,208 )

 

 

(56,889 )

 

 

(6,779,581 )

Stock issued with debt

 

 

-

 

 

 

-

 

 

 

1,000,000

 

 

 

1,000

 

 

 

17,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

18,000

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(441,508 )

 

 

-

 

 

 

(441,508 )

Noncontrolling interest

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

190

 

 

 

(190 )

 

 

-

 

September 30, 2020

 

 

2,727,273

 

 

 

2,727

 

 

 

422,676,611

 

 

 

422,677

 

 

 

47,375,001

 

 

 

58,670

 

 

 

8,441

 

 

 

(55,013,526 )

 

 

(57,079 )

 

 

(7,203,089 )

 

See accompanying notes to condensed consolidated financial statements

 

 
7

   

Cool Technologies, Inc. and Subsidiary

Condensed Consolidated Statements of Cash Flows

(Unaudited)

   

 

 

Nine months ended September 30,

 

 

 

2020

 

 

2019

 

Operating Activities:

 

 

 

 

 

 

Net loss

 

$ (1,906,801 )

 

$ (1,943,201 )

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Warrants issued for services

 

 

--

 

 

 

32,624

 

(Gain) on extinguishment of debt 

 

 

--

 

 

 

(208,325 )

Non-cash interest expense

 

 

--

 

 

 

52,505

 

Change in fair value of derivative liability

 

 

55,784

 

 

 

(470,710 )

Amortization of debt discount

 

 

902,680

 

 

 

1,210,253

 

Depreciation expense

 

 

14,105

 

 

 

25,005

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Inventory

 

 

(29,849 )

 

 

(101,296 )

Prepaid assets

 

 

5,000

 

 

 

--

 

Accounts payable

 

 

118,420

 

 

 

340,546

 

Accrued interest payable

 

 

275,127

 

 

 

--

 

Accrued liabilities - related party

 

 

208,937

 

 

 

(74,817 )

Accrued payroll taxes

 

 

46,000

 

 

 

--

 

Net cash from operating activities

 

 

(310,597 )

 

 

(1,137,416 )

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

 

Intangible assets

 

 

(20,413 )

 

 

(4,686 )

Proceeds from sale of fixed assets 

 

 

--

 

 

 

(44,404 )

Net cash from investing activities

 

 

(20,413 )

 

 

(49,090 )

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

 

Proceeds from debt

 

 

384,800

 

 

 

1,674,580

 

Payments on debt

 

 

(60,146 )

 

 

(512,306 )

Net cash from financing activities

 

 

324,654

 

 

 

1,162,274

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

(6,356 )

 

 

(24,232 )

 

 

 

 

 

 

 

 

 

Cash, beginning of period

 

 

15,306

 

 

 

24,435

 

 

 

 

 

 

 

 

 

 

Cash, end of period

 

$ 8,950

 

 

$ 203

 

 

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

Interest

 

$ 12,775

 

 

$ 3,736

 

Income taxes

 

$ --

 

 

$ --

 

 

 

 

 

 

 

 

 

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

 

Derivative liability offset by debt discount

 

$ 347,437

 

 

$ 768,722

 

Reduction of common stock issuable by issuing stock

 

 

--

 

 

 

95,000

 

Debt and interest settled for common stock

 

 

1,234,558

 

 

 

831,640

 

Warrants and stock issued with debt

 

 

30,654

 

 

 

30,000

 

Stock issued for accrued liabilities - related party

 

 

--

 

 

 

112,260

 

 

See accompanying notes to condensed consolidated financial statements.

 

 
8

Table of Contents

 

Cool Technologies, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

Note 1 - Description of Business and Summary of Significant Accounting Policies

 

Description of Business

 

Cool Technologies, Inc. and subsidiary, (“the Company” or “Cool Technologies” or “CoolTech”) was incorporated in the State of Nevada in July 2002. In April 2014, CoolTech formed Ultimate Power Truck, LLC (“Ultimate Power Truck” or “UPT”), of which the Company owns 95% and a shareholder of Cool Technologies owns 5%. Cool Technologies was formerly known as Bibb Corporation, as Z3 Enterprises, and as HPEV, Inc. On August 20, 2015, the Company changed its name to Cool Technologies, Inc.

 

The Company’s technologies can be divided into two distinct but complementary categories: a) mobile power generation and b) heat dispersion technology.

 

The Company has developed and is commercializing a mobile power generation system that enables work trucks retrofitted with the system to generate electric power. The Company intends to sell the mobile power generator system to government, commercial and fleet vehicle owners. It may license its system as well. CoolTech has also developed and intends to commercialize patented heat dispersion technologies by licensing them to electric motor, pump and vehicle component manufacturers. In preparation, CoolTech has applied for trademarks for one of its technologies and its acronym. Cool Technologies currently owns one trademark: TEHPC (Totally Enclosed Heat Pipe Cooled).

 

The Company believes that its proprietary technologies, including the patent portfolio and trade secrets, can help increase the efficiency and positively effect manufacturing cost structure in several large industries beginning with motors/generators and fleet vehicles. The markets for products utilizing the technologies include consumer, industrial, agricultural and military markets, both in the U.S. and worldwide.

 

As of September 30, 2020, we have seven US patents, one Canadian patent, two granted patents (1 Mexican, 1 Canadian) and two pending applications (1 in the US, 1 in Brazil) covering composite heat structures, motors, and related structures, heat pipe architecture, and applications (commonly referred to as “thermal” or “heat dispersion technology”). Cool Technologies also has Patent Cooperation Treaty (“PCT”) applications filed for a heat pipe cooled brake system and radial vent thermal technology as well as a pending PCT application that covers integrated electrical power generation methods and systems.

 

Basis of Presentation

 

The accompanying condensed consolidated financial statements as of September 30, 2020, have been derived from unaudited financial statements. They include the accounts of Cool Technologies and Ultimate Power Truck. Intercompany accounts and transactions have been eliminated. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. In the opinion of management, such unaudited information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of this interim information.

 

Noncontrolling interest represents the 5% third-party interest in UPT. There are no restrictions on the transfer of funds or net assets from UPT to Cool Technologies.

 

Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year. The information included in this report should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2019.

  

 
9

Table of Contents

    

Going Concern

 

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. CoolTech has incurred net losses of $55,013,526 since inception and has not commenced operations, raising substantial doubt about its ability to continue as a going concern. Management believes that the Company’s ability to continue as a going concern is dependent on its ability to generate revenue, achieve profitable operations and repay obligations when they come due and raising additional capital. There cannot be any assurance that the Company will ever generate revenue or even if it does generate revenue that it will achieve profitable operations. Furthermore, no assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in case of equity financing.

 

As of the filing date of this Quarterly Report on Form 10-Q, management is negotiating additional non-dilutive funding arrangements to support completion of the initial phases of the Company’s business plan: to license its thermal technologies and applications, including submersible dry-pit applications and to license and sell mobile generation retrofit kits. There can be no assurance, however, that the Company will be successful in accomplishing these objectives. Consequently, it may have to curtail or cease operations if funding is not received by the end of the year.

 

Significant Accounting Policies

 

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2019 Annual Report.

 

Reclassification

 

Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported accrued interest and accounts payable.

 

Recently Adopted Accounting Guidance

 

Financial Accounting Standards Board, or FASB, Accounting Standards Update, or ASU 2016-02 “Leases (Topic 842)”- In February 2016, the FASB issued ASU 2016-02, which requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification is to be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. Lessor accounting is similar to the old model but updated to align with certain changes to the lessee model and the new revenue recognition standard. The Company adopted this ASU on January 1, 2019. As the Company does not have outstanding leases, adopting this standard did not have a material impact on the Company’s condensed consolidated financial statement or financial statement disclosure.

 

Recent Accounting Guidance Not Yet Adopted

 

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements.

 

Note 2 - Customer deposits - Related party

 

These represent advance payments of $400,000 received on orders that have not yet been fulfilled, with companies controlled by the individual who is the 5% owner of UPT and a shareholder of Cool Technologies.

 

 
10

Table of Contents

   

Note 3 - Debt

 

Debt consists of the following:

   

 

 

September 30,

2020

 

 

December 31,

2019

 

Notes payable

 

$ 2,639,500

 

 

$ 3,071,300

 

Convertible notes payable

 

 

563,150

 

 

 

381,667

 

PPP loan

 

 

52,612

 

 

 

--

 

Vehicle financing

 

 

60,573

 

 

 

70,418

 

Note payable - related party

 

 

36,247

 

 

 

21,641

 

Note payable - UPT minority owner

 

 

110,000

 

 

 

80,000

 

 

 

 

3,462,082

 

 

 

3,525,026

 

Debt discount

 

 

(165,458 )

 

 

(524,465 )

 

 

 

3,296,624

 

 

 

3,000,561

 

Less: current portion

 

 

(3,187,432 )

 

 

(2,971,232 )

Long-term portion

 

$ 109,192

 

 

$ 29,329

 

 

Notes Payable

 

From September 5 - 7, 2018, the Company entered into Promissory Note Agreements with two accredited investors. CoolTech received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and it issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years.

   

On September 11, 2018, the Company entered into Promissory Note Agreements with an accredited investor. CoolTech received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and it issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On March 16, 2020, the investor signed an amendment to the agreement extending the maturity date until April 30, 2020. As of the filing date, the Company has not received a notice of default.

 

From September 7 - 17, 2018, the Company entered into Promissory Note Agreements with three accredited investors. CoolTech received $125,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and CoolTech issued cashless warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years.

 

On September 25, 2018, the Company entered into Promissory Note Agreements with an accredited investor. CoolTech received $125,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and CoolTech issued cashless warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On March 16, 2020, the investor signed an amendment to the agreement extending the maturity date until April 30, 2020. As of the filing date, the Company has not received a notice of default.

  

On October 2, 2018, the Company entered into a Promissory Note Agreement with an accredited investor. It received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and Cool Technologies issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years.

 

 
11

Table of Contents

 

On October 26, 2018, the Company entered into a Promissory Note Agreement with an accredited investor. It received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and Cool Technologies issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On October 26, 2019, the investor signed an amendment to the agreement extending the maturity date for seven months. As of the filing date, the Company has not received a notice of default.

 

On December 19, 2018, the Company entered into a Promissory Note Agreement with an accredited investor. It received $50,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and Cool Technologies issued cashless warrants to purchase 400,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years.

  

On February 1, 2019, the Company entered into a Promissory Note Agreement with an accredited investor. It received $75,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and CoolTech agreed to issue 1,000,000 shares of restricted common stock.

  

On March 13, 2019, the Company and a vendor agreed to convert an overdue $25,000 account payable into a Promissory Note Agreement. CoolTech promised to pay the principal amount together with simple interest of 15% per annum. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and CoolTech issued cashless warrants to purchase 200,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years.

   

On March 18, 2019, the Company entered into a Promissory Note Agreement with an accredited investor. It received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property and CoolTech issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On March 19, 2020, the Company defaulted on the note payable. The principal and interest as of May 19, 2020 total $287,603. As of the filing date, the Company has not received a notice of default for the note. As per the terms of the note, interest will continue to accrue at 15% per annum until paid in full.

   

On March 19, 2019, the Company entered into a Promissory Note Agreement with an accredited investor. It received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property and CoolTech issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On March 19, 2020, the investor signed an amendment to the agreement extending the maturity date for four months.

 

On January 31, 2020, the Company entered into a Promissory Note Agreement with an accredited investor. It received $36,000 in financing and promised to pay the principal amount together with simple interest of 3% per annum. Furthermore, the Company issued cashless warrants to purchase 4,000,000 shares of common stock at an exercise price of $0.005. The warrants expire after five years.

 

On May 4, 2020, the Company received loan proceeds of $52,612 (the “PPP Loan”) under the Paycheck Protection Program (“PPP” under the Coronavirus Aid, Relief and Economic Security Act).

 

 
12

Table of Contents

 

The PPP Loan is evidenced by a promissory note (the “Note”), between the Company and Small Business Administration (the “Lender”). The Note has a two-year term, bears interest at the rate of 1.00% per annum, and may be prepaid at any time without payment of any premium. No collateral or guarantees were provided in connection with the PPP Notes. No payments of principal or interest are due during the six-month period beginning on the date of the Note (the “Deferral Period”).

 

The principal and accrued interest under the Note is forgivable after eight weeks if the Company uses the PPP Loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and otherwise complies with PPP requirements. In order to obtain forgiveness of the PPP Loan, the Company must submit a request and provide satisfactory documentation regarding its compliance with applicable requirements. The Company must repay any unforgiven principal amount of the Note, with interest, on a monthly basis following the Deferral Period. The Company intends to use the proceeds of the PPP Loan for eligible purposes and to pursue forgiveness, although the Company may take action that could cause some or all of the PPP Loan to become ineligible for forgiveness. No assurance can be provided that forgiveness for all or any portion of the PPP Loan will be obtained.

 

The Note contains customary events of default relating to, among other things, payment defaults and breaches of representations, warranties or covenants. The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Company, or filing suit and obtaining judgment against the Company.

 

On June 29, 2020, the Company entered into a Promissory Note Agreement with an accredited investor. It received $85,000 in financing and promised to pay the principal amount together with interest of $10,000 by July 29, 2020. As additional compensation, the investor received cashless warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. In the event of a default, the investor may, upon written notice to the Company, declare all unpaid principal and interest immediately due and payable. As of the filing date, the company has not received a notice of default.

 

Convertible notes payable

 

May Convertible Note -- On May 13, 2019, the Company entered into a convertible note agreement. It received $150,000 after an original issue discount of $15,000 in lieu of interest, for a total amount of $165,000 due on December 13, 2019. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied.

   

The note also included a clause which stated that if the effective conversion price is less than $0.01 at any time, the principal amount of the note shall increase by $10,000 and that the conversion price will be permanently redefined to equal 40% of the lowest traded price that occurred during the 15 consecutive trading days immediately preceding the date on which the note holder elects to convert all or part of the note. On December 20, 2019, the effective conversion price reached sub-penny threshold. The principal amount and the subsequent conversion price were adjusted as noted above. Therefore, as of December 31, 2019, the convertible balance remaining totaled $179,950.

   

On January 7, 2020, Cool Technologies issued 5,000,000 shares of common stock to LGH Investments, LLC upon partial conversion of $17,920 on convertible debt of $179,950. On January 21, 2020, Cool Technologies issued 10,000,000 shares of common stock to LGH Investments, LLC upon partial conversion of $22,400 on convertible debt of $179,950. On February 24, 2020, Cool Technologies issued 15,000,000 shares of common stock to LGH Investments, LLC upon partial conversion of $17,400 on convertible debt of $179,630. On March 5, 2020, Cool Technologies issued 6,500,000 shares of common stock to LGH Investments, LLC upon partial conversion of $8,840 on convertible debt of $179,630. On March 24, 2020, Cool Technologies issued 8,500,000 shares of common stock to LGH Investments, LLC upon partial conversion of $23,120 on convertible debt of $179,950. As of September 30, 2020, the convertible balance remaining totaled approximately $21,270.

 

June Convertible Note -- On June 6, 2019, the Company entered into a convertible note agreement. It received $130,000 with an original issue discount of $13,000 and an annual interest rate of 8%. The principal ($143,000) and interest will be due on June 6, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 24% per annum, require the Company to pay the product of the then outstanding principal amount, plus accrued interest and default interest, divided by the conversion price multiplied by the highest price at which the common stock traded at any time between the issuance date and the date of the event of default.

 

 
13

Table of Contents

  

On December 19, 2019, Cool Technologies issued 1,128,687 shares of common stock to the holder upon partial conversion of $10,418 in debt. On December 24, 2019, the Company issued 2,674,064 shares of common stock to the holder upon partial conversion of $20,884 in debt.

   

On January 13, 2020, Cool Technologies issued 4,220,881 shares of common stock to Eagle Equities, LLC upon partial conversion of $20,978 on convertible debt of $143,300. On January 28, 2020, Cool Technologies issued 6,173,709 shares of common stock to Eagles Equities, LLC upon partial conversion of $21,040 on convertible debt of $143,300. On February 3, 2020, Cool Technologies issued 9,573,426 shares of common stock to Eagle Equities, LLC upon partial conversion of $21,071 on convertible debt of $143,300. On February 13, 2020, Cool Technologies issued 11,992,022 shares of common stock to Eagle Equities, LLC upon partial conversion of $26,394 on convertible debt of $143,300. On March 2, 2020, Cool Technologies issued 9,820,030 shares of common stock to Eagle Equities, LLC upon partial conversion of $26,494 on convertible debt of $143,300. As of September 30, 2020, the balance remaining totals approximately $2,000.

   

July Convertible Note - On July 3, 2019, the Company entered into a convertible note agreement. It received $150,000 with an original issue discount of $15,300 in lieu of interest, for a total amount of $168,300 plus 8% annual interest due on July 3, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of CoolTech’s common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 22% per annum, require the Company to redeem all or any portion of the note at a premium of 150%.

  

On January 3, 2020, Cool Technologies issued 2,238,806 shares of common stock to PowerUp Lending Group Ltd. upon partial conversion of $15,000 on convertible debt of $168,300. On January 8, 2020, Cool Technologies issued 3,174,603 shares of common stock to PowerUp Lending Group Ltd. upon partial conversion of $20,000 on convertible debt of $168,300. On January 14, 2020, Cool Technologies issued 3,921,569 shares of common stock to PowerUp Lending Group, Ltd. upon partial conversion of $20,000 on convertible debt of $168,300. On January 16, 2020, Cool Technologies issued 4,444,444 shares of common stock to PowerUp Lending Group, Ltd. upon partial conversion of $20,000 on convertible debt of $168,300. On January 21, 2020, Cool Technologies issued 5,111,111 shares of common stock to PowerUp Lending Group, Ltd. upon partial conversion of $23,000 on convertible debt of $168,300. On January 30, 2020, Cool Technologies issued 7,142,857 shares of common stock to PowerUp Lending Group, Ltd. upon partial conversion of $20,000 on convertible debt of $168,300. On February 3, 2020, Cool Technologies wired $72,000 to PowerUp Lending Group, Ltd. and the note with convertible debt of $168,300 was retired.

   

August Convertible Note -- On August 28, 2019, the Company entered into a convertible note agreement. It received $115,000 with an original issue discount of $11,500 and an annual interest rate of 8%. The principal ($126,500) and interest will be due on August 28, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 24% per annum or the highest rate of interest permitted by law.

  

On March 10, 2020, Cool Technologies issued 10,282,003 shares of common stock to Eagle Equities, LLC upon partial conversion of $40,151 on convertible debt of $126,500. On May 5, 2020, the Company issued 4,460,094 shares of common stock upon partial conversion of $31,667. On June 5, 2020, the Company issued 3,325,335 shares of common stock upon partial conversion of $25,000. On June 15, 2020, the Company issued 3,924,883 shares of common stock upon partial conversion $23,408. On June 30, 2020, the Company issued 2,067,880 shares of common stock upon final conversion of $11,746 and the note was retired.

   

October Convertible Note -- On October 3, 2019, the Company entered into a convertible note agreement. It issued 350,000 inducement shares of restricted common stock and received $115,000 with an original issue discount of $11,500 and an annual interest rate of 8%. The principal ($126,500) and interest will be due on October 2, 2020. After 180 days, at the holder’s option, a portion or all the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest closing price during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 24% per annum or the highest rate of interest permitted by law. As of September 30, 2020, the remaining balance totaled approximately $126,500.

 

 
14

Table of Contents

    

November Convertible Note -- On November 9, 2019, the Company entered into a convertible note agreement. It received $126,000 with an original issue discount of $13,000 and an annual interest rate of 8%. The principal ($141,000) and interest will be due on November 6, 2020. After 180 days, at the holder’s option, a portion or all the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest closing price during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 24% per annum or the highest rate of interest permitted by law.

   

On May 8, 2020, Cool Technologies issued 2,352,941 shares of common stock upon partial conversion of $20,000. On May 14, 2020, the noteholder sold the convertible note to LGH Investments, LLC for $162,700. One clause was added which states that the note shall have a cash redemption premium of 140% of the outstanding principal plus accrued and default interest until the maturity date. Otherwise, all terms and conditions remained the same. As of September 30, 2020, the remaining balance totaled approximately $162,700.

   

December Convertible Note -- On December 5, 2019, the Company entered into a convertible note agreement. It received $103,000 with an original issue discount of $6,000 and an annual interest rate of 8%. The principal ($109,000) and interest will be due on December 5, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest Volume Weighted Average Price (VWAP) during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 18% per annum or the highest rate of interest permitted by law.

   

On May 8, 2020, the noteholder sold the convertible note to LGH Investments, LLC for $144,313. All terms and conditions remained the same. As of September 30, 2020, the remaining balance totaled approximately $144,313.

 

January Convertible Note -- On January 30, 2020, the Company entered into a convertible note agreement with an accredited investor. It received $36,000 after an original issue discount of $4,000 in lieu of interest, for a total amount of $40,000 due on July 30, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied. As of September 30, 2020, the remaining balance totaled $40,000. As of the filing date, the Company has not received a notice of default.

 

September Convertible Note -- On September 15, 2020, the Company signed a promissory note agreement with an accredited investor. It issued 1,000,000 inducement shares of restricted common stock and received $60,000 after an original issue discount of $6,000. The total amount of $66,000 will be due on April 15, 2021. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied. As of September 30, 2020, the remaining balance totaled $66,000.

 

Test Vehicle Financing

 

In October 2014, the Company entered into financing agreements for the purchase of test vehicles, bearing interest at 5.99% payable monthly over five years, collateralized by the vehicles.

  

In June 2019, the Company traded in one test vehicle and purchased another with financing of approximately $44,500, bearing an interest rate of 9.92% payable monthly over a 5-year period.

 

Note payable - UPT minority owner

 

The minority owner of UPT owns 5% of the subsidiary. The terms of the note have not been finalized.

 

 
15

Table of Contents

 

Warrants Issued with Debt

 

When the Company issues notes payable, it may also be required to issue warrants.

  

 

 

Number of Warrants

 

 

Weighted-

average

Exercise

Price

 

 

Weighted-

average

Remaining

Life (Years)

 

 

Aggregate

Intrinsic

Value

 

Outstanding, December 31, 2019

 

 

18,467,717

 

 

 

0.05

 

 

 

3.7

 

 

$ 941,144

 

Granted

 

 

5,000,000

 

 

 

0.05

 

 

 

4.9

 

 

$ 53,295

 

Forfeited or expired

 

 

--

 

 

 

--

 

 

 

--

 

 

 

--

 

Exercised

 

 

--

 

 

 

--

 

 

 

--

 

 

 

--

 

Outstanding, September 30, 2020

 

 

23,467,717

 

 

 

0.04

 

 

 

3.5

 

 

$ 53,295

 

Exercisable, September 30, 2020

 

 

23,467,717

 

 

 

0.04

 

 

 

3.5

 

 

$ 53,295

 

 

Transactions with Related Parties

  

The note payable - related party, in the amount of $36,247, is held by two of the Company’s officers and relates to unreimbursed expenses.

   

The note payable - UPT minority owner, in the amount of $110,000, is held by the 5% minority owner of UPT. The terms of the note have not been finalized.

 

Future contractual maturities of debt are as follows:

 

Year ending December 31,

 

 

 

 

 

 

 

2020

 

$ 3,352,890

 

2021

 

 

68,580

 

2022

 

 

15,968

 

2023

 

 

15,968

 

2024

 

 

8,676

 

 

 

$ 3,462,082

 

 

Note 4 - Derivative Liability

 

Under the terms of the May 2019, June 2019, October 2019, November 2019, December 2019, January 2020, September 2020 Convertible Notes, the Company identified derivative instruments arising from embedded conversion features.

 

The following summarizes the Black-Scholes assumptions used to estimate the fair value of the derivative liability at the dates of issuance and the revaluation dates:

 

 

 

Nine months

Ended

September 30,

2020

 

 

 

 

Volatility

 

81.82-554.85

%

Risk-free interest rate

 

0.01-2.42

%

Expected life (years)

 

0.01-1.38

 

Dividend yield

 

 

--

 

 

 
16

Table of Contents

   

Changes in the derivative liability were as follows:

   

 

 

Nine months Ended September 30, 2020

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Convertible debt and other derivative liabilities on December 31, 2019

 

$ --

 

 

$ --

 

 

$ 712,921

 

Conversions of convertible debt

 

 

--

 

 

 

--

 

 

 

(381,975 )

Issuance of convertible debt and other derivatives

 

 

--

 

 

 

--

 

 

 

347,437

 

Extinguishment

 

 

--

 

 

 

--

 

 

 

(299,403 )

Change in fair value

 

 

--

 

 

 

--

 

 

 

55,784

 

Convertible debt and other derivative liabilities on September 30, 2020

 

$ --

 

 

$ --

 

 

$ 434,764

 

 

Note 5 -- Commitments and Contingencies

  

Securities and Exchange Commission Settlement

   

On September 20, 2018, the Securities and Exchange Commission (SEC) approved an offer to settle the enforcement proceedings against the Company pursuant to Section 21C of the Securities Exchange Act of 1934.

   

These proceedings arose out of the violation of the Regulation S-X requirement that interim financial statements filed as part of a Form 10-Q be reviewed by an independent public accounting firm prior to filing.

 

On three occasions, specifically, May 20, 2013, August 19, 2013 and August 22, 2016, Cool Technologies filed Form 10-Qs that contained financial statements that were not reviewed by an independent public accounting firm. In two cases, the Company properly disclosed that the 10Q’s were “unaudited and unreviewed” as set forth by the guidance in the Division of Corporation Finance Financial Reporting Manual Section 4410.3 and in each case, the Company subsequently filed a restated and amended Form 10-Q/A that complied with the Interim Review Requirement. In no instance were the filings ever subjected to audit challenge.

 

Pursuant to the enforcement proceeding instituted by the SEC, the Company settled for a fine of $75,000 and agreed to cease and desist from any future violations of Sections 13(a) of the Exchange Act and Rule 13a-13 thereunder, and Rule 8-03 of Regulation S-X. As of the date of this filing, the Company still owes the SEC $50,000.

 

From time to time, the Company may be a party to other legal proceedings. Management currently believes that the ultimate resolution of these other matters, if any, and after consideration of amounts accrued, will not have a material adverse effect on the consolidated results of operations, financial position, or cash flow.

 

Note 6 - Equity

 

Preferred Stock

 

Cool Technologies has 15,000,000 preferred shares authorized and 3 Series A and 2,727,270 Series B preferred shares issued and outstanding as of September 30, 2020.

 

On August 12, 2016, the Company entered into a Securities Purchase Agreement with four accredited investors pursuant to which it sold 3,636,360 shares of the Company’s Series B Convertible Preferred Stock. Each share of the preferred stock is convertible into one share of the Company’s common stock. The conversion price of the preferred stock is equal to the $0.055.

 

In addition to the preferred stock, the Securities Purchase Agreement included warrants to purchase 3,636,360 shares of the Company’s common stock at an exercise price of $0.07 per share. The warrants cannot be exercised on a cashless basis. The aggregate purchase price of the preferred stock and warrants was $200,000, of which $150,000 was paid in cash and $50,000 was paid in services.

 

 
17

Table of Contents

 

In connection with the sale of the Preferred Stock, on October 20, 2016, the Company filed with the Secretary of the State of Nevada, an amended Certificate of Designations of the Rights, Preferences, Privileges and Restrictions, which have not been set forth in the Certificate of Designation of the Series B Convertible Preferred Stock nor the first Amendment to Certificate of Designation filed on August 12, 2016.

 

The preferred stock has the same rights as if each share of Series B Convertible Preferred Stock were converted into one share of common stock. For so long as the Series B Convertible Preferred Stock is issued and outstanding, the holders of such Series B Convertible Preferred Stock 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.

 

In the event of the death of a holder of the Class B Preferred Stock, or a liquidation, winding up or bankruptcy of a holder which is an entity, all voting rights of the Class B Preferred Stock shall cease.

 

The holder of any shares of Class B Preferred Stock have the right to convert their shares into common stock at any time, in a conversion ratio of one share of common stock for each share of Class B Preferred. If the Company’s common stock trades or is quoted at a price per share in excess of $2.25 for any twenty consecutive day trading period, the Class B Preferred Stock will automatically be convertible into the common stock of the Company in a conversion ratio of one share of common stock for each share of Class B Preferred.

 

The holders of Class B Preferred Stock are not entitled to receive any distributions in the event of any liquidation, dissolution or winding up of the Company.

 

The warrants cannot be exercised on a cashless basis.

 

On May 8, 2017, Inverom Corporation converted its 909,090 Series B preferred shares into 909,090 shares of common stock. This represented all of the shares of Series B stock held by Inverom Corporation.

 

Preferred stock issuable on the condensed consolidated balance sheets represents preferred stock to be issued for either cash received, or services performed. As of September 30, 2020, and 2019, the number of shares of preferred stock to be issued was 0 and the number of shares of Series B preferred stock was 2,727,270.

 

KHIC, Inc., a related party holds the remaining 3 shares of Series A Preferred Stock. Each share of Series A Preferred Stock (“Preferred Stock”) is convertible into 50,000 shares of common stock. Each share of preferred stock has voting rights as if they were converted into 50,000 shares of common stock. The holders of each share of preferred stock then outstanding shall be entitled to be paid out of the Available Funds and Assets (as defined in the “Certificate of Designation”), and prior and in preference to any payment or distribution (or any setting a part of any payment or distribution) of any Available Funds and Assets on any shares of common stock, an amount per preferred share equal to the Preferred Stock Liquidation Price ($2,500 per share).

 

Common Stock

 

On September 13, 2019, stockholders holding shares that entitled them to exercise at least a majority of the voting power, voted in favor of increasing the number of authorized shares of common stock, from 350,000,000 shares to 500,000,000 shares.

 

On February 13, 2020, stockholders holding shares that entitled them to exercise at least a majority of the voting power, voted in favor of increasing the number of authorized shares of common stock, from 500,000,000 shares to 1,000,000,000 shares.

 

Common stock issuable on the condensed consolidated balance sheets represents common stock to be issued for either cash received, or services performed. As of September 30, 2020 and December 31, 2019, the number of shares of common stock to be issued was 494,697 shares.

 

 
18

Table of Contents

 

Common stock warrants issued with the sale of common stock

 

When the Company sells shares of its common stock the buyer also typically receives fully vested common stock warrants with a maximum contractual term of 3-5 years. A summary of common stock warrants issued with the sale of common stock as of September 30, 2020, and changes during the period then ended is presented below:

 

 

 

Number of Warrants

 

 

Weighted-

average

Exercise

Price

 

 

Weighted-

average

Remaining

Life (Years)

 

 

Aggregate

Intrinsic

Value

 

Outstanding, December 31, 2019

 

 

45,514,168

 

 

$ 0.12

 

 

 

1.1

 

 

$ --

 

Granted

 

 

--

 

 

 

--

 

 

 

--

 

 

 

--

 

Forfeited or cancelled

 

 

(18,889,772 )

 

 

0.15

 

 

 

--

 

 

 

--

 

Outstanding, September 30, 2020

 

 

26,624,396

 

 

 

0.10

 

 

 

0.6

 

 

 

--

 

Exercisable, September 30, 2020

 

 

26,624,396

 

 

$ 0.10

 

 

 

0.6

 

 

$ --

 

 

Note 7 - Share-based payments

 

Amounts recognized as expense in the consolidated statements of operations related to share-based payments are as follows:

 

 

 

Nine months ended

September 30,

 

 

 

2020

 

 

2019

 

Nonemployee warrants - fully-vested upon issuance

 

$ --

 

 

$ 32,624

 

 

 

 

 

 

 

 

 

 

Total share-based expense charged against income

 

$ --

 

 

$ 32,624

 

 

 

 

 

 

 

 

 

 

Impact on net loss per common share:

 

 

 

 

 

 

 

 

Basic and diluted

 

$ (0.00 )

 

$ (0.00 )

 

Nonemployee common stock warrants -- Fully-vested upon issuance

 

Cool Technologies may issue fully vested common stock warrants with a maximum contractual term of 5 years to non-employees in return for services or to satisfy liabilities, such as accrued interest. The following summarizes the activity for common stock warrants that were fully vested upon issuance:

 

 

 

Number of Warrants

 

 

Weighted-

average

Exercise

Price

 

 

Weighted-

average

Remaining

Life (Years)

 

 

Aggregate

Intrinsic

Value

 

Outstanding, December 31, 2019

 

 

9,735,836

 

 

 

0.36

 

 

 

1.3

 

 

$ 2,000

 

Granted

 

 

--

 

 

 

--

 

 

 

--

 

 

 

--

 

Forfeited or expired

 

 

(3,319,333 )

 

 

--

 

 

 

--

 

 

 

--

 

Outstanding, September 30, 2020

 

 

6,416,503

 

 

 

0.08

 

 

 

1.1

 

 

$ 20,750

 

Exercisable, September 30, 2020

 

 

6,416,503

 

 

 

0.08

 

 

 

1.1

 

 

$ 20,750

 

 

 
19

Table of Contents

 

Note 8 - Net Loss per Share

 

Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the reporting period. Diluted net loss per share is computed similarly to basic loss per share, except that it includes the potential dilution that could occur if dilutive securities are exercised.

 

The following table presents a reconciliation of the denominators used in the computation of net loss per share - basic and diluted:

   

 

 

Three months ended

September 30,

 

 

Nine months ended

September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss available for stockholders

 

$ (441,318 )

 

$ 252,387

 

 

$ (1,906,086 )

 

$ (1,942,042 )

Weighted average outstanding shares of common stock

 

 

421,676,611

 

 

 

244,859,877

 

 

 

384,569,242

 

 

 

233,830,512

 

Dilutive effect of stock options and warrants

 

 

--

 

 

 

--

 

 

 

--

 

 

 

--

 

Common stock and equivalents

 

 

421,676,611

 

 

 

244,859,877

 

 

 

384,569,242

 

 

 

233,830,512

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share - Basic and diluted

 

$ (0.00 )

 

$ 0.00

 

$ (0.00 )

 

$ (0.01 )

 

Outstanding stock options and common stock warrants are considered anti-dilutive because the Company is in a net loss position. The following summarizes equity instruments that may, in the future, have a dilutive effect on earnings per share:

 

 

 

September 30

 

 

 

2020

 

 

2019

 

Stock options

 

 

4,000,000

 

 

 

4,000,000

 

Common stock warrants

 

 

56,508,616

 

 

 

74,079,539

 

Common stock issuable

 

 

494,697

 

 

 

494,697

 

Convertible notes

 

 

81,227,095

 

 

 

42,895,401

 

Convertible preferred stock

 

 

2,877,270

 

 

 

2,877,270

 

Total

 

 

145,107,678

 

 

 

124,346,907

 

Total exercisable on September 30

 

 

145,107,678

 

 

 

124,346,907

 

 

 
20

Table of Contents

 

Note 9 - Subsequent Events

  

October Convertible Note -- On October 8, 2020, the Company entered into a convertible note agreement. It issued 1,000,000 inducement shares of restricted common stock and received $60,000 with an original issue discount of $6,000 and an annual interest rate of 8%. The principal ($66,000) and interest will be due on October 8, 2021. After 180 days, at the holder’s option, a portion or all the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest volume weighted average price during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 18% per annum or the highest rate of interest permitted by law.

   

October Convertible Note -- On October 3, 2019, the Company entered into a convertible note agreement. It issued 350,000 inducement shares of restricted common stock and received $115,000 with an original issue discount of $11,500 and an annual interest rate of 8%. The principal ($126,500) and interest were due upon maturity (October 2, 2020). On October 12, 2020, the principal increased by 10% from $126,500 to $139,150 due to the following clause in the note: “ If this Note is not paid at maturity, or within 10 days thereof, then the outstanding principal due under this Note shall increase by 10%”

  

On October 12, 2020, the Company issued 995,920 shares of common stock to Eagle Equities, LLC upon partial conversion of $11,879 on convertible debt of $139,150.

 

On October 16, 2020 the Company issued 1,082,114 shares of common stock to Eagle Equities, LLC upon partial conversion of $11,909 on convertible debt of $139,150.

 

On October 21, 2020, the Company issued 1,136,784 shares of common stock to Eagle Equities, LLC upon partial conversion of $11,945 on convertible debt of $139,150.

 

On October 29, 2020, the Company issued 1,271,206 shares of common stock to Eagle Equities, LLC upon partial conversion of $12,004 on convertible debt of $139,150.

 

On October 30, 2020, the Company entered into a convertible note agreement. It issued 1,500,000 inducement shares of restricted common stock and received $45,000 with an original issue discount of $5,000 and an annual interest rate of 3%. The principal ($50,000) and interest will be due on May 30, 2021. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a conversion price of $0.01 cents. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied.

 

On November 6, 2020, the Company issued 1,558,686 shares of common stock to Eagle Equities, LLC upon partial conversion of $12,063 on convertible debt of $139,150.

 

On November 10, 2020, the Company issued 1,606,697 shares of common stock to Eagle Equities, LLC upon partial conversion of $12,092 on convertible debt of $139,150.

 

On November 12, 2020, the Company issued 517,087 shares of common stock to Eagle Equities, LLC upon final conversion of $3,892 on convertible debt of $143,000.

 

 
21

Table of Contents

   

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Overview

 

Cool Technologies, Inc. and subsidiary, (“the Company” or “Cool Technologies” or “CoolTech”) was incorporated in the State of Nevada in July 2002. In April 2014, CoolTech formed Ultimate Power Truck, LLC (“Ultimate Power Truck” or “UPT”), of which the Company owns 95% and a shareholder of Cool Technologies owns 5%. Cool Technologies was formerly known as Bibb Corporation, as Z3 Enterprises, and as HPEV, Inc. On August 20, 2015, the Company changed its name to Cool Technologies, Inc.

 

The Company’s technologies are divided into two distinct but complementary categories: mobile power generation and heat dispersion technology.

 

The Company has developed a mobile power generation system (MG) that enables work trucks to generate electric power by running an in-chassis generator. The MG system can be retrofit onto new and existing American trucks. CoolTech intends to sell the mobile electric power system to government, commercial and fleet vehicle owners. Sales are expected to occur through the direct efforts of the Company, its sales agents and its joint venture partners. CoolTech may also license the MG system as well.

 

The markets targeted include consumer, agricultural, industrial, military and emergency responders, both in the U.S. and worldwide.

 

CoolTech has also developed heat dispersion technologies based on proprietary composite heat structures and heat pipe architecture in various product platforms such as electric motors, pumps, turbines, bearings and vehicle components. In preparation, Cool Technologies filed for and received a trademark for Totally Enclosed Heat Pipe Cooled: TEHPC.

 

When a generator is enhanced by CoolTech’s patented thermal technologies, it should be able to output more power than any other generator of its size on the market. That’s because third party testing has demonstrated that the cooling provided by the thermal technologies can help increase the efficiency of electric motors.

 

 
22

Table of Contents

   

Furthermore, management believes that the technologies will increase the lifespan as well as help meet regulatory emissions standards for electric motors and other heat producing equipment and components. The simplicity of the heat pipe architecture as well as the fact that it provides effective new applications for existing manufacturing processes should enhance the cost structure in several large industries including motor/generator and engine manufacturing.

 

As of September 30, 2020, we have seven US patents, one Canadian patent, two granted patents (1 Mexican, 1 Canadian) and two pending applications (1 in the US, 1 in Brazil) covering composite heat structures, motors, and related structures, heat pipe architecture, and applications (commonly referred to as “thermal” or “heat dispersion technology”). We also have one Patent Cooperation Treaty (“PCT”) application pending that covers integrated electrical power generation methods and systems.

 

The Company intends to commercialize its patents by integrating the thermal technologies and applications with Original Equipment Manufacturer (OEM) partners and by licensing them to electric motor, generator, pump and vehicle component (brake, resistor, caliper) manufacturers.

 

We believe the benefits of our mobile power generation systems are quickly realized once potential customers see it in operation. Public demonstrations of the MG systems began in April 2017. An inspection and performance demonstration for Mexican government officials and business leaders occurred in May 2018. Feedback from initial viewers resulted in more government officials and fruit growers coming to see the MG power equipment and to learn about the water purification options in March 2019. Even more officials and growers followed -- flying to St. Louis for a review in May 2019.

 

We generated our first Mobile Generation order during the quarter ended June 30, 2014 and received a partial deposit in advance of completing the sale. On June 9, 2017, the Company received a purchase order for 10 MG systems from Craftsmen Industries. As Craftsmen builds custom vehicles designed to the individual specifications of their customers whose businesses and technical requirements vary widely, it is impossible to estimate when the order will be fulfilled.

 

In November 2017, the Company received a purchase commitment for 234 MG systems from a Mexican Producers’ Union. That was followed by a purchase commitment for 24 to 50 MG units from a second Mexican Producers’ Union in December 2017. On April 9, 2018, the first Mexican Producers’ Union executed a purchase order with the Company for 10 Ford F350s with MG80 kVA systems installed. On May 7, 2019, Turkish technology company Belirti Teknoloji, A.S. delivered a purchase order for six hundred MG80, MG125 and MG200 Mobile Generation systems. As of the September 30, 2020, the Company does not have the funds available to fulfill the orders.

 

Craftsmen Industries was selected to produce the first systems due to its engineering capabilities and extensive facilities. In January 2019, it began production on the initial vehicles and completed an initial production run vehicle two months later.

 

We have not generated any revenues to date. Consequently, there can be no assurances that the Company will be able to generate new orders nor fulfill the existing ones nor address all the requirements of all the interested parties.

 

Management is pursuing various financing alternatives, based upon a third-party assessment of the historically demonstrated or contractually committed profit-earning capacities of our IP. We see this as the best path forward for non-dilutive funding.

 

If funding is received, it will be used to support completion of the initial phases of our business plan, which is to license our thermal technologies and applications; to license or sell a mobile electric power system; and to license our submersible motor dry pit technologies and/or to bring to market our technologies and applications through key distribution and joint venture partners. As of the filing date, it is uncertain whether COVID-19 will have a significant impact on production and distribution of Company products.

 

The occurrence of an uncontrollable event such as the COVID19 pandemic has negatively affected our operations. A pandemic typically results in social distancing, travel bans and quarantine. This has limited access to our facilities, customers, management, support staff and professional advisors. These, in turn, have impacted our operations and financial condition. It may also impact demand for our products and may continue to hamper our efforts to provide our investors with timely information and comply with our filing obligations with the Securities and Exchange Commission.

 

 
23

Table of Contents

 

Recent Developments

  

Aon Risk Services Central, Inc and Lee and Hayes, PLLC

  

On January 18, 2018, the Company entered into an agreement with Aon Risk Services Central, Inc. and Lee and Hayes, PLLC, through its operating unit, 601West, which provides intellectual property (“IP”) analytics, to assess the value of the Company’s IP. As set forth in the agreement, the assessment will be founded on historically demonstrated or contractually committed profit-earning capacities of the IP and may be used to obtain financing, including but not limited to, non-dilutive financing. The Company is using the valuation to obtain non-dilutive funding.

   

Live MG80 Demonstration in Fort Collins, Colorado

   

On May 4, 2018, nine representatives from Mexico’s farming, banking, and government sectors flew to Fort Collins, Colorado for a live demonstration of CoolTech’s generator-equipped truck. The demonstration showcased the capabilities and ease of operation of the system. The Company demonstrated how an operator is able to control the generator from the comfort and safety of the truck’s cab using a Panasonic Toughpad. The Company also used the electricity from the truck to power a screw compressor, an industrial fan, and an industrial load bank. Additional capabilities, such as purifying water and using batteries and solar power to make operations more sustainable and environmentally friendly were discussed with the attendees.

  

CoolTech plans to put the generator-equipped truck into production as soon as final funding is secured. Based on initial feedback and subsequent meetings and conversations with other attendees, the Company expects the demonstration will lead to new orders.

  

Unveiling of Initial Production Run Vehicle

  

On March 27, 2019 the Company unveiled the initial production run of its Mobile Generation (MG) work trucks for inspection by an audience of agricultural and community leaders from Latin America at Craftsmen Industries.

  

The itinerary for the showcase event included a tour of the St Louis manufacturing facility and inspection of the first production run MG vehicle in operation as it powered a variety of equipment.

  

The purpose of the viewing was not only to show the truck’s capabilities, but to get feedback from the attendees and learn what are their specific needs and applications as well as what features and functions are important to them.

 

Mexican Government

  

On April 25, 2019, the CEO of the Company flew to Mexico City to meet with the Secretaries of Energy, Agriculture and the Environment for the new administration as well as federal deputies and representatives.

  

On May 13, 2019, government officials and fruit growers were at Craftsmen Industries in St. Louis for a review of a first run MG80 production vehicle and water purification/desalination options.

   

Introduction of new options

  

During the past quarter, the Company has introduced new options which include an MG System that generates up to 200 kVA of electric power, water purification and desalination systems.

 

The truck-mounted water purification and desalination units can produce from 2,800 to 10,000 gallons of fresh water every day. Assuming the average person needs 2 liters per day, 10,000 gallons is enough for 18,927 people.

   

 
24

Table of Contents

 

A 30 kVA MG system could power any size unit as well as the pumps to deliver the water or five units at once which would conceivably be enough to keep the population of Santa Barbara hydrated. It could even tow a 1,250 gallon water tanker, if needed.

 

The purification and desalinization units feature fully automated controls and monitoring. When combined with the optional telematics offered in the vehicles, each unit could be remotely controlled and monitored from distant locations.

 

Belirti Teknoloji

 

On May 7, 2019, the Company entered into a joint venture agreement (“JV”) with Turkish technology company Belirti Teknoloji, A.S. (“BelirtiTech”). To launch the business, BelirtiTech awarded Cool Technologies a purchase order for up to $42 million USD for the purchase of several different models of its Mobile Generation kits. The purchase order will supply the JV with its initial inventory for resale into the Middle East and some African nations. The Company is actively working with the customer’s bank in addition to insurance companies and other financial entities to facilitate the financing of the orders. As of the date of this filing, the funds to fulfill the orders are not in place.

 

The initial purchase order is for six hundred MG80, MG125 and MG200 Mobile Generation systems. The MG systems will be integrated into the end customer’s choice of vehicles.

 

The order also includes an additional MG80 installed in a Ford F-450 with the 2,500 gallon per day mobile water desalinization option included.

 

KeyOptions

 

On May 30, 2019, the Company entered into a joint venture agreement (“JV”) with KeyOptions Pty Ltd., a privately held technology and security provider based in Victoria, Australia.

 

KeyOptions develops and markets products for governments, defense contractors and other commercial applications to counter security and cyber threats. The Company will provide a license for the JV to market and sell CoolTech’s entire product platform in Australia and neighboring countries in Southeast Asia.

 

New Strategic Alliance:

 

On December 16, 2019, the Company signed a cross marketing and licensing agreement with VerdeWatts, LLC., an energy generation and storage company encompassing everything from mobile solar power generation systems to large scale biogas turbine installations. Pursuant to the agreement VerdeWatts and the Company each granted the other a royalty free non-exclusive license to certain patents which license is subject to certain future negotiation.

 

Like CoolTech’s Mobile Generation systems (“MG”), VerdeWatts’ products are scalable and offer the ability to bring power nearly anywhere it is needed. Their proprietary Smart Solar Power Generation Units and energy storage systems combine to deliver sustainable power long after the sun has set.

 

The agreement with VerdeWatts also included a cross marketing and royalty free non-exclusive licensing agreement with FirmGreen, Inc., a water treatment facilities developer that works closely with VerdeWatts to create a suite of synergistic products that address significant needs in the global marketplace. FirmGreen specializes in water purification and desalination technologies. Their mobile, solar and container applications feature 6 levels of water purification for unrivaled drinkability. Pursuant to the agreement FirmGreen and the Company each granted the other a royalty free non-exclusive license to certain patents which license is subject to certain future negotiation.

 

CoolTech’s MG platform makes the companies’ product offering complete with mobile power generation. It provides the capability to power everything from irrigation for farms and water purification for rural areas to electric vehicle charging and fast charging in the urban ones.

 

Consider the solar-powered generator system with a built-in water purification unit that makes seawater desalination sustainable. The system pumps and purifies up to 3,000 gallons per day and interfaces with CoolTech’s MG system for 24-hour operation. The solar panels collapse and fold together, so the entire system fits easily in the bed of a work truck. It can be set up and operate anywhere a four-wheel drive vehicle can reach. All of these systems are patent protected and cross licensed to each of the three companies.

 

 
25

Table of Contents

 

FirmGreen and VerdeWatts have a global presence with projects on 3 continents. The largest encompasses the installation of 14 natural gas generators to produce over 60 megawatts (MW) of power. The generators will be integrated with 50 megawatt hours of battery storage and another 6 MW of solar to ensure a consistent flow of power. VerdeWatts intend to replace most of the legacy on-site generators with CoolTech’s MG systems, however the Company has not received any orders and there cannot be any assurance that any orders will be placed.

 

Together the companies can create an energy or utility ecosystem that can enable less developed countries to leapfrog non-existent, inadequate or failing infrastructure to deliver reliable power and water quickly, sustainably and cost effectively to their citizens, agriculture and other businesses. The scale and impact can reach from the individual farms and villages to cities and regions.

 

In fact, by combining their respective technologies: energy generation, energy storage and load management controls into a single suite of products, the companies create what is called a “microgrid”. Varying combinations of energy sources such as solar, wind, biogas and MG systems both backup and supplement one another to provide consistent, uninterrupted primary power even during severe weather or other emergency situations.

 

The synergies between the companies extend beyond water purification and power generation. VerdeWatts’ wind and gas turbines and generators which produce electric power can all be improved by CoolTech’s thermal reduction technologies.

 

New Sales Agent:

 

In early December 2019, the Company entered into an agreement with Gaia Energy of Gdansk, Poland to act as an independent agent for the Company by developing markets in Eastern Europe, the Middle East and Africa. The agreement describes the agent’s duties as “generating revenue, and investment funding, for the Company from various organizations including investment funds, end-users, channel partners, integrators, and OEMs.”

 

Team members of Gaia Energy include executives with more than twenty-five years’ experience with Panasonic, Ford Motor Company, Electronic Data Systems and the US Air Force in the fields of advanced technologies and an African diplomat with a thirty-year background working with and for diplomatic missions, non-governmental organizations and international disasters and aid management services.

 

The diplomat introduced CoolTech products at a recent African technical summit attended by representatives from 54 countries.

 

Request for Collaboration Sent to US Government Officials

 

On December 11, 2019, letters signed by 13 government officials and Congressmen in Mexico were mailed to their counterparts in the US, specifically Governor Gavin Newsom, Secretary Rick Perry, Secretary Wilbur Ross, Senator Mitch McConnell and Speaker of the House Nancy Pelosi.

 

The letters were a request for collaborative support between the two countries to accelerate CoolTech’s product deployment into Mexico to help solve urgent rural power and water purification problems that are hurting rural communities. Those problems include irregular and faulty power in rural areas which hinders crop irrigation and water pollution which affects crops farmed for sale to the US.

 

The letters also detail the Mexican officials’ satisfaction with CoolTech’s solutions and management team and that they have met with the Company on several

occasions for product demonstrations as well as strategic and technical advice. They highlight the benefits of CoolTech products, how they could quickly and efficiently address the problems noted, and how they expect them to become a viable part of the country’s infrastructure.

 

Export Import Bank of the United States

 

With the help of VerdeWatts and FirmGreen, CoolTech has initiated a relationship with the Export-Import Bank of the United States (EXIM), a U.S. government agency whose sole mission is to support U.S. exports. The bank fulfills its mission by offering very cost-effective financing for international customers and project developers to purchase U.S.-made services and purchase or lease U.S.-made goods.

 

 
26

Table of Contents

  

To that end, the two companies applied to finance the Mexican projects referenced above. CoolTech also sent product information for due diligence review by the technical team at EXIM bank. Subsequently, CoolTech has received a Letter of Interest from EXIM, however, there cannot be any assurance that EXIM will provide any funding to the Company.

 

Increase in Number of Authorized Shares

 

On August 10, 2020, the Nevada Secretary of State accepted and filed the Company’s Certificate of Amendment to the Company’s Articles of Incorporation. The filing amends Article II of the Articles of Incorporation by increasing the number of authorized shares of common stock from 500,000,000 to 1,000,000,000.

 

Results of Operations

 

The following table sets forth, for the periods indicated, condensed consolidated statements of operations data. The table and the discussion below should be read in conjunction with the accompanying condensed consolidated financial statements and the notes thereto, appearing elsewhere in this report.

   

 

 

Three months ended September 30,

 

 

 

 

 

 

 

2020

 

 

2019

 

 

Change

 

 

%

 

Revenues

 

$ --

 

 

$ --

 

 

 

N/A

 

 

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payroll and related expenses

 

 

102,484

 

 

 

106,004

 

 

 

(3,520 )

 

 

-3.3 %

Consulting

 

 

60,000

 

 

 

66,500

 

 

 

(6,500 )

 

 

-9.8 %

Professional fees

 

 

83,975

 

 

 

37,100

 

 

 

46,875

 

 

 

126.3 %

Research and development

 

 

3,797

 

 

 

10,000

 

 

 

(6,203 )

 

 

-62.0 %

General and administrative

 

 

17,256

 

 

 

48,945

 

 

 

(31,689 )

 

 

-64.7 %

Total operating expenses

 

 

267,512

 

 

 

268,549

 

 

 

(1,037 )

 

 

-0.4 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(301,182 )

 

 

(518,271 )

 

 

217,089

 

 

 

-41.9 %

Change in fair value of derivative liability

 

 

127,186

 

 

 

1,039,330

 

 

 

(912,144 )

 

 

-87.8 %

(Loss), gain on extinguishment of debt

 

 

--

 

 

 

--

 

 

 

N/A

 

 

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(441,508 )

 

 

252,510

 

 

 

(694,018 )

 

 

-274.8 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Noncontrolling interest

 

 

(190 )

 

 

(123 )

 

 

(67 )

 

 

54.5 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss to shareholders

 

$ (441,318 )

 

$ 252,387

 

 

$ (693,705

)

 

 

-274.9 %

 

 

 

Nine months ended September 30,

 

 

 

 

 

2020

 

 

2019

 

 

Change

 

 

%

 

Revenues

 

$ --

 

 

$ --

 

 

 

N/A

 

 

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payroll and related expenses

 

 

268,642

 

 

 

369,258

 

 

 

(100,616 )

 

 

-27.2 %

Consulting

 

 

173,000

 

 

 

245,207

 

 

 

(72,207 )

 

 

-29.4 %

Professional fees

 

 

183,084

 

 

 

163,569

 

 

 

19,515

 

 

 

11.9 %

Research and development

 

 

14,105

 

 

 

57,102

 

 

 

(42,997 )

 

 

-75.3 %

General and administrative

 

 

30,709

 

 

 

198,643

 

 

 

(167,934 )

 

 

-84.5 %

Total operating expenses

 

 

669,540

 

 

 

1,033,779

 

 

 

(364,239 )

 

 

-35.2 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(1,190,582 )

 

 

(1,588,457 )

 

 

397,875

 

 

 

-25.0 %

Change in fair value of derivative liability

 

 

(46,679 )

 

 

470,710

 

 

 

(517,389 )

 

 

-109.9 %

Gain on extinguishment of debt

 

 

--

 

 

 

208,325

 

 

 

(208,325 )

 

 

-100.0 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(1,906,801 )

 

 

(1,943,201 )

 

 

36,400

 

 

 

-1.9 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Noncontrolling interest

 

 

(715 )

 

 

(1,159 )

 

 

444

 

 

 

-38.3 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss to shareholders

 

$ (1,906,086 )

 

$ (1,942,042 )

 

$ 35,956

 

 

 

-1.9 %

 

 
27

Table of Contents

   

Revenues

 

During the three and nine months ended September 30, 2020, and since inception, the Company has not generated any revenues. Cool Technologies generated its first Mobile Generation order during the quarter ended June 30, 2014 and received a partial deposit in advance of completing the sale with companies controlled by the individual who is a 5% owner of UPT and a shareholder of the Company. The order is in the production queue along with other existing orders.

 

Operating Expenses

 

Payroll and related expenses decreased during the three months ended September 30 from $106,004 in 2019 to $102,484 in 2020 and during the nine months ended September 30 from $369,258 in 2019 to $268,642 in 2020 due to the elimination of Mark Hodowanec’s salary after he resigned in July 2019 and due to the fact that the remaining officers received no salary during the first quarter and only one month’s salary in the second quarter.

  

Consulting expenses decreased during the three months ended September 30 from $66,500 in 2019 to $60,000 in 2020 and during the nine months ended September 30 from $245,207 in 2019 to $173,000 in 2020. This was due primarily to the reduced workload and payments for related-party consultants and general consultants. In both cases the decreases reflected the Company’s need to conserve cash.

   

Professional fees increased during the three months ended September 30 from $37,100 in 2019 to $83,975 in 2020 and increased during the nine months ended September 30 from $163,569 in 2019 to $183,084 in 2020. The increase in professional fees during the three and nine months ended September 30 was due primarily to fees to retain legal representation to defend the Company against the eviction complaint.

 

Research and development expenses decreased during the three months ended September 30 from $10,000 in 2019 to $3,797 in 2020 due to the completion of the design of the MG system and the Company’s focus on its commercialization. During the nine months ended September 30, research and development expenses decreased from $57,102 in 2019 to $14,105 in 2020 due again to the Company moving from the development of its products to the commercialization of its products.

 

General and administrative expenses decreased during the three months ended September 30 from $48,945 in 2019 to $17,256 in 2020 due to limited funds. During the nine months ended September 30, general and administrative expense decreased from $198,643 in 2019 to $30,709 in 2020 also due to limited funds.

 

Other Income and Expense

 

Interest expense decreased during the three months ended September 30 from $518,271 in 2019 to $301,182 in 2020 due to a number of vendors adding previously unrecognized interest to their bills. Interest expense decreased during the nine months ended September 30 from $1,588,457 in 2019 to $1,190,582 in 2020 primarily due to accelerated debt discount amortization upon the conversion of convertible notes.

 

Net Loss and Noncontrolling interest

 

Since Cool Technologies has incurred losses since inception, it has not recorded any income tax expense or benefit. Accordingly, the Company’s net loss is driven by operating and other expenses. Noncontrolling interest represents the 5% third-party ownership in UPT, which is subtracted to calculate net loss to shareholders.

 

 
28

Table of Contents

   

Liquidity and Capital Resources

 

The Company has historically met its liquidity requirements primarily through the public sale and private placement of equity securities, debt financing, and exchanging common stock warrants and options for professional and consulting services. On September 30, 2020, CoolTech had cash of $8,950.

 

Working capital is the amount by which current assets exceed current liabilities. The Company had negative working capital of $7,389,677 and $6,821,643, respectively, on September 30, 2020 and December 31, 2019. The decrease in working capital was due to the large reduction in cash combined with increases in accounts payable and accrued liabilities - related party that more than offset a small increase in the value of the inventory and reductions in derivative liability and current debt. To that end, the Company owes approximately $552,501 for convertible notes and it owes another $2,650,149 in notes payable. Based on its current forecast and budget, management believes that its cash resources will not be sufficient to fund its operations through the end of the year. Unless the Company can generate sufficient revenue from the execution of the Company’s business plan, it will need to obtain additional capital to continue to fund the Company’s operations. There is no assurance that capital in any form would be available to us, and if available, on terms and conditions that are acceptable. If the Company is unable to obtain sufficient funds, it may be forced to curtail and/or cease operations.

   

May Convertible Note -- On May 13, 2019, the Company entered into a convertible note agreement. It received $150,000 after an original issue discount of $15,000 in lieu of interest, for a total amount of $165,000 due on December 13, 2019. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied.

    

The note also included a clause which stated that if the effective conversion price is less than $0.01 at any time, the principal amount of the note shall increase by $10,000 and that the conversion price will be permanently redefined to equal 40% of the lowest traded price that occurred during the 15 consecutive trading days immediately preceding the date on which the note holder elects to convert all or part of the note. On December 20, 2019, the effective conversion price reached sub-penny threshold. The principal amount and the subsequent conversion price were adjusted as noted above. Therefore, as of December 31, 2019, the convertible balance remaining totaled $179,950.

   

On January 7, 2020, Cool Technologies issued 5,000,000 shares of common stock to LGH Investments, LLC upon partial conversion of $17,920 on convertible debt of $179,950. On January 21, 2020, Cool Technologies issued 10,000,000 shares of common stock to LGH Investments, LLC upon partial conversion of $22,400 on convertible debt of $179,950. On February 24, 2020, Cool Technologies issued 15,000,000 shares of common stock to LGH Investments, LLC upon partial conversion of $17,400 on convertible debt of $179,630. On March 5, 2020, Cool Technologies issued 6,500,000 shares of common stock to LGH Investments, LLC upon partial conversion of $8,840 on convertible debt of $179,630. On March 24, 2020, Cool Technologies issued 8,500,000 shares of common stock to LGH Investments, LLC upon partial conversion of $23,120 on convertible debt of $179,950. As of September 30, 2020, the convertible balance remaining totaled approximately $21,270.

   

June Convertible Note -- On June 6, 2019, the Company entered into a convertible note agreement. It received $130,000 with an original issue discount of $13,000 and an annual interest rate of 8%. The principal ($143,000) and interest will be due on June 6, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 24% per annum, require the Company to pay the product of the then outstanding principal amount, plus accrued interest and default interest, divided by the conversion price multiplied by the highest price at which the common stock traded at any time between the issuance date and the date of the event of default.

   

On December 19, 2019, Cool Technologies issued 1,128,687 shares of common stock to the holder upon partial conversion of $10,418 in debt. On December 24, 2019, the Company issued 2,674,064 shares of common stock to the holder upon partial conversion of $20,884 in debt.

   

 
29

Table of Contents

   

On January 13, 2020, Cool Technologies issued 4,220,881 shares of common stock to Eagle Equities, LLC upon partial conversion of $20,978 on convertible debt of $143,300. On January 28, 2020, Cool Technologies issued 6,173,709 shares of common stock to Eagles Equities, LLC upon partial conversion of $21,040 on convertible debt of $143,300. On February 3, 2020, Cool Technologies issued 9,573,426 shares of common stock to Eagle Equities, LLC upon partial conversion of $21,071 on convertible debt of $143,300. On February 13, 2020, Cool Technologies issued 11,992,022 shares of common stock to Eagle Equities, LLC upon partial conversion of $26,394 on convertible debt of $143,300. On March 2, 2020, Cool Technologies issued 9,820,030 shares of common stock to Eagle Equities, LLC upon partial conversion of $26,494 on convertible debt of $143,300. On June 7, 2020, the Company defaulted on the Note. As a result, the principal increases by 10% and a default interest rate of 24% per annum was applied. As of September 30, 2020, the balance remaining totals approximately $3,540.

   

July Convertible Note - On July 3, 2019, the Company entered into a convertible note agreement. It received $150,000 with an original issue discount of $15,300 in lieu of interest, for a total amount of $168,300 plus 8% annual interest due on July 3, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of CoolTech’s common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 22% per annum, require the Company to redeem all or any portion of the note at a premium of 150%.

   

On January 3, 2020, Cool Technologies issued 2,238,806 shares of common stock to PowerUp Lending Group Ltd. upon partial conversion of $15,000 on convertible debt of $168,300. On January 8, 2020, Cool Technologies issued 3,174,603 shares of common stock to PowerUp Lending Group Ltd. upon partial conversion of $20,000 on convertible debt of $168,300. On January 14, 2020, Cool Technologies issued 3,921,569 shares of common stock to PowerUp Lending Group, Ltd. upon partial conversion of $20,000 on convertible debt of $168,300. On January 16, 2020, Cool Technologies issued 4,444,444 shares of common stock to PowerUp Lending Group, Ltd. upon partial conversion of $20,000 on convertible debt of $168,300. On January 21, 2020, Cool Technologies issued 5,111,111 shares of common stock to PowerUp Lending Group, Ltd. upon partial conversion of $23,000 on convertible debt of $168,300. On January 30, 2020, Cool Technologies issued 7,142,857 shares of common stock to PowerUp Lending Group, Ltd. upon partial conversion of $20,000 on convertible debt of $168,300. On February 3, 2020, Cool Technologies wired $72,000 to PowerUp Lending Group, Ltd. and the note was retired.

   

August Convertible Note -- On August 28, 2019, the Company entered into a convertible note agreement. It received $115,000 with an original issue discount of $11,500 and an annual interest rate of 8%. The principal ($126,500) and interest will be due on August 28, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 24% per annum or the highest rate of interest permitted by law.

   

On March 10, 2020, Cool Technologies issued 10,282,003 shares of common stock to Eagle Equities, LLC upon partial conversion of $40,151 on convertible debt of $126,500. On May 5, 2020, the Company issued 4,460,094 shares of common stock upon partial conversion of $31,667. On June 5, 2020, the Company issued 3,325,335 shares of common stock upon partial conversion of $25,000. On June 15, 2020, the Company issued 3,924,883 shares of common stock upon partial conversion $23,408. On June 30, 2020, the Company issued 2,067,880 shares of common stock upon final conversion of $11,746 and the note was retired.

   

October Convertible Note -- On October 3, 2019, the Company entered into a convertible note agreement. It issued 350,000 inducement shares of restricted common stock and received $115,000 with an original issue discount of $11,500 and an annual interest rate of 8%. The principal ($126,500) and interest will be due on October 2, 2020. After 180 days, at the holder’s option, a portion or all the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest closing price during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 24% per annum or the highest rate of interest permitted by law. As of September 30, 2020, the remaining balance totaled approximately $126,500.

   

November Convertible Note -- On November 9, 2019, the Company entered into a convertible note agreement. It received $126,000 with an original issue discount of $13,000 and an annual interest rate of 8%. The principal ($141,000) and interest will be due on November 6, 2020. After 180 days, at the holder’s option, a portion or all the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest closing price during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 24% per annum or the highest rate of interest permitted by law. On May 8, 2020, Cool Technologies issued 2,352,941 shares of common stock upon partial conversion of $20,000. On May 14, 2020, the noteholder sold the convertible note to LGH Investments, LLC for $162,700. All terms and conditions remained the same. As of September 30, 2020, the remaining balance totaled approximately $162,700.

   

 
30

Table of Contents

 

December Convertible Note -- On December 5, 2019, the Company entered into a convertible note agreement. It received $103,000 with an original issue discount of $6,000 and an annual interest rate of 8%. The principal ($109,000) and interest will be due on December 5, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest Volume Weighted Average Price (VWAP) during the 10 trading days preceding the conversion date. In the event of default, the interest rate will be 18% per annum or the highest rate of interest permitted by law. On May 6, 2020, the noteholder sold the convertible note to LGH Investments, LLC for $144,313. All terms and conditions remained the same. As of September 30, 2020, the remaining balance totaled approximately $144,313.

 

January Convertible Note -- On January 30, 2020, the Company entered into a convertible note agreement with an accredited investor. It received $36,000 after an original issue discount of $4,000 in lieu of interest, for a total amount of $40,000 due on July 30, 2020. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied. As of September 30, 2020, the remaining balance totaled $40,000.

 

January Promissory Note -- On January 31, 2020, the Company entered into a Promissory Note Agreement with an accredited investor. It received $36,000 in financing and promised to pay the principal amount together with simple interest of 3% per annum. Furthermore, the Company issued cashless warrants to purchase 4,000,000 shares of common stock at an exercise price of $0.005. The warrants expire after five years.

 

May Government Loan -- On May 4, 2020, the Company received loan proceeds of $52,612 (the “PPP Loan”) under the Paycheck Protection Program (“PPP” under the Coronavirus Aid, Relief and Economic Security Act).

 

The PPP Loan is evidenced by a promissory note (the “Note”), between the Company and Small Business Administration (the “Lender”). The Note has a two-year term, bears interest at the rate of 1.00% per annum, and may be prepaid at any time without payment of any premium. No collateral or guarantees were provided in connection with the PPP Notes. No payments of principal or interest are due during the six-month period beginning on the date of the Note (the “Deferral Period”).

 

The principal and accrued interest under the Note is forgivable after eight weeks if the Company uses the PPP Loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and otherwise complies with PPP requirements. In order to obtain forgiveness of the PPP Loan, the Company must submit a request and provide satisfactory documentation regarding its compliance with applicable requirements. The Company must repay any unforgiven principal amount of the Note, with interest, on a monthly basis following the Deferral Period. The Company intends to use the proceeds of the PPP Loan for eligible purposes and to pursue forgiveness, although the Company may take action that could cause some or all of the PPP Loan to become ineligible for forgiveness. No assurance can be provided that forgiveness for all or any portion of the PPP Loan will be obtained.

 

The Note contains customary events of default relating to, among other things, payment defaults and breaches of representations, warranties or covenants. The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Company, or filing suit and obtaining judgment against the Company.

 

June Promissory Note -- On June 29, 2020, the Company entered into a Promissory Note Agreement with an accredited investor. It received $85,000 in financing and promised to pay the principal amount together with interest of $10,000 by July 29, 2020. As additional compensation, the investor received cashless warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. In the event of a default, the investor may, upon written notice to the Company, declare all unpaid principal and interest immediately due and payable. As of the filing date, the company has not received a notice of default.

 

September Convertible Note -- On September 15, 2020, the Company signed a promissory note agreement with an accredited investor. It issued 1,000,000 inducement shares of restricted common stock and received $60,000 after an original issue discount of $6,000. The total amount of $66,000 will be due on April 15, 2021. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied. As of September 30, 2020, the remaining balance totaled $66,000.

 

 
31

Table of Contents

 

Off Balance Sheet Arrangements

 

Currently, the Company has no off-balance sheet arrangements.

 

Cash Flows

 

Cash flows from operating, investing and financing activities were as follows:

 

 

 

Nine months ended September 30,

 

 

 

2020

 

 

2019

 

Net cash from operating activities

 

$ (310,597 )

 

$ (1,137,416 )

Net cash from investing activities

 

 

(20,413 )

 

 

(49,090 )

Net cash from financing activities

 

 

324,654

 

 

 

1,162,274

 

 

Net cash from operating activities increased due to reductions in net loss, change in fair value and derivative liability, amortization of debt discount, and inventory as well as the elimination of the gain on extinguishment of debt. Together they combined to overwhelm the comparatively minor increases in prepaid assets, accounts payable and accrued liabilities - related party. Cash provided by financing activities included debt borrowings of $384,800 during 2020 which was a significant reduction from the debt borrowings of $1,674,500 during the nine months of 2019. Payments on debt during the first nine months of 2020 consisted of $60,146 which was used to pay off the holder of a convertible note and to make payments on truck loans.

 

The Company’s capital requirements for the next 12 months will consist of $3.4 million with anticipated expenses of $1.4 million for salaries, public company filings, and consultants and professional fees. An additional $2.0 million in working capital is expected to be needed for inventory and related costs for production of the mobile power generation systems as well as development and commercialization of the thermal dispersion technology applications.

 

Management believes the Company’s funds are insufficient to provide for its projected needs for operations for the next 12 months. The Company is currently negotiating additional non-dilutive funding to support product development or for other purposes. In the event that the negotiations fail, the Company may have to rely on equity or debt financing that may involve substantial dilution to our then existing stockholders. If it is unable to close additional equity financing, the Company may have to cease operations.

 

Going Concern

 

The Company has incurred net losses of $55,013,526 since inception and have not fully commenced operations, raising substantial doubt about its ability to continue as a going concern. Management believes that the Company’s ability to continue as a going concern is dependent on its ability to raise capital, generate revenue, achieve profitable operations and repay its obligations when they come due. As of September 30, 2020, the Company has $8,950 in cash and it owes $563,150 and $2,639,500 for convertible and promissory notes, respectively. The Company is pursuing various financing alternatives to address the payment of outstanding debt and to support the sales, component acquisition and assembly of our mobile power generation systems as well as the completion of the secondary elements of our business plan: to license its thermal technologies and applications, including submersible dry-pit applications. There can be no assurance, however, that the Company will obtain adequate funding or that it will be successful in accomplishing any of our objectives. Consequently, the Company may not be able to continue as an operating company.

 

Critical Accounting Estimates

 

The condensed consolidated financial statements and the accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect reported amounts of assets, liabilities, and expenses. Cool Technologies continually evaluates the accounting policies and estimates used to prepare the condensed consolidated financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to the results of operations and financial position are discussed in the Annual Report on Form 10-K for the year ended December 31, 2019 in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

 
32

Table of Contents

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As a smaller reporting company, Cool Technologies is not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

Management does not expect that its internal controls over financial reporting will prevent all errors and all fraud. Control systems, no matter how well conceived and managed, can provide only reasonable assurance that the objectives of the control system are met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

 

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, as of September 30, 2020, Cool Technologies conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, the principal executive officer and principal financial officer have concluded that, based on the material weaknesses discussed below, the disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed by the Company in reports filed or submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Act Commission’s rules and forms and that its disclosure controls are not effectively designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act is accumulated and communicated to management, including the principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Cool Technologies internal controls are not effective for the following reasons, (1) there are no entity level controls, because of the limited time and abilities of the Company’s three officers, (2) there is no separate audit committee, and (3) CoolTech has not implemented adequate system and manual controls. As a result, the Company’s internal controls have inherent weaknesses, which may increase the risks of errors in financial reporting under current operations and accordingly are not effective as evaluated against the criteria set forth in the Internal Control - Integrated Framework issued by the committee of Sponsoring Organizations of the Treadway Commission (1992 version). Based on the evaluation, management concluded that the Company’s internal controls over financial reporting were not effective as of September 30, 2020.

 

Even though there are inherent weaknesses, management has taken steps to minimize the risk. The Company uses a third-party consultant to review transactions for appropriate technical accounting, reconcile accounts, review significant transactions and prepare financial statements. Invoices and other bookkeeping matters are reviewed by a third party

Certified Fraud Examiner. Any deviation or errors are reported to management.

 

Cool Technologies can provide no assurance that its internal controls over financial reporting will be compliant in the near future. As revenues permit, the Company will enhance its internal controls through additional software and other means. If and when it becomes a listed company under SEC rules, the Company will create an audit committee comprised of independent directors.

    

Changes in Internal Control over Financial Reporting

 

There have been no changes in the Company’s internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to affect, the internal control over financial reporting.

 

 
33

Table of Contents

 

Part II. Other Information

 

Item 1. Legal Proceedings

 

Securities and Exchange Commission Settlement

  

On September 20, 2018, the Securities and Exchange Commission (SEC) approved an offer to settle the enforcement proceedings against the Company pursuant to Section 21C of the Securities Exchange Act of 1934.

   

These proceedings arose out of the violation of the Regulation S-X requirement that interim financial statements filed as part of a Form 10-Q be reviewed by an independent public accounting firm prior to filing.

 

On three occasions, specifically, May 20, 2013, August 19, 2013 and August 22, 2016, Cool Technologies filed Form 10-Qs that contained financial statements that were not reviewed by an independent public accounting firm. In two cases, the Company properly disclosed that the 10Q’s were “unaudited and unreviewed” as set forth by the guidance in the Division of Corporation Finance Financial Reporting Manual Section 4410.3. In each case, the Company subsequently filed a restated and amended Form 10-Q/A that complied with the Interim Review Requirement. In no instance were the filings ever subjected to audit challenge.

   

Pursuant to the enforcement proceeding instituted by the SEC, the Company settled for a fine of $75,000 and agreed to cease and desist from any future violations of Sections 13(a) of the Exchange Act and Rule 13a-13 thereunder, and Rule 8-03 of Regulation S-X. As of the date of this filing, the Company still owes the SEC $50,000.

 

On June 26, 2020, an eviction complaint was filed by Dennis Campbell and PGC Investments, LLC in the Sixth Judicial Circuit of Pinellas County, Florida.

 

The history of the complaint dates back to May 1, 2014. On that date Cool Technologies entered a lease agreement with Dennis Campbell for a property located in Largo, Florida. The lease agreement commenced on July 1, 2014 and expired on June 30, 2017.

   

On July 1, 2014, the Company entered into a 36-month independent contractor agreement with PGC Investments LLC, to provide the full-time services of Dennis Campbell to manage the day-to-day operations of Ultimate Power Truck (‘UPT”). Consequently, he was both the landlord of and the company manager for UPT. Mr. Campbell claims he is still owed $79,929 plus late fees, interest and penalties. Whereas, the Company claims it has made all required payments under the lease. Various motions have been filed. No court date has been set.

 

From time to time, the Company may be a party to other legal proceedings. Management currently believes that the ultimate resolution of these other matters, if any, and after consideration of amounts accrued, will not have a material adverse effect on our consolidated results of operations, financial position, or cash flow.

 

Item 1A. Risk Factors

 

As a smaller reporting company, Cool Tech is not required to provide the information required by this Item.

 

 
34

Table of Contents

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

The securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering.

 

None of the above issuances involved any underwriters, underwriting discounts or commissions, or any public offering and we believe we are exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof and/or Regulation D promulgated thereunder.

 

Item 3. Defaults Upon Senior Securities

   

On March 19, 2020, on a note payable. The $250,000 note was purchased on March 18, 2019 by an accredited investor. In return, the Company promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. As of the filing date, the Company has not received a notice of default for the note. As per the terms of the note, interest will continue to accrue at 15% per annum until paid in full.

 

On May 1, 2020, the Company defaulted on 2 notes payable. A $250,000 note was purchased on September 11, 2018 and a $125,000 note was purchased on September 25, 2018 by the same accredited investor. In return, the Company promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversaries. On March 16, 2020, the investor signed an amendment to the agreement extending the maturity dates until April 30, 2020. As of the filing date, the company has not received a notice of default. As per the terms of the note, interest will continue to accrue at 15% per annum until paid in full.

 

On May 26, 2020, the Company defaulted on a Promissory Note Agreement. A $250,000 note was purchased on October 26, 2018 by an accredited investor. It received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. On October 26, 2019, the investor signed an amendment to the agreement extending the maturity date for seven months. As of the filing date, the Company has not received a notice of default for either note. As per the terms of the note, interest will continue to accrue at 15% per annum until paid in full.

 

On July 29, 2020, the Company defaulted on a Promissory Note Agreement. An $85,000 note was purchased on June 29, 2020 by an accredited investor. The Company received $85,000 in financing and promised to pay the principal amount together with interest of $10,000 by July 29, 2020. In the event of a default, the investor may upon written notice to the company, declare all unpaid principal and interest immediately due and payable. As of the filing date, the Company has not received a notice of default.

 

On July 30, 2020, the Company defaulted on a Promissory Note Agreement. A $40,000 note was purchased on January 30, 2020 by an accredited investor. The Company received $36,000 after an original issue discount of $4,000 in lieu of interest, for a total amount of $40,000 due on July 30, 2020. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied. As of the filing date, the Company has not received a notice of default.

 

On August 3, 2020, the Company defaulted on a Promissory Note Agreement. An $85,000 note was purchased on July 3, 2020 by an accredited investor. The Company received $85,000 after an original issue discount of $8,500 in lieu of interest. The total amount of $93,500 was due on August 3, 2020. In the event of default, the outstanding balance will accrue interest of either 18% or the maximum rate permitted by law until the default is remedied. As of the filing date, the Company has not received a notice of default.

   

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

The occurrence of an uncontrollable event such as the COVID19 pandemic has negatively affected our operations. A pandemic typically results in social distancing, travel bans and quarantine. This has limited access to our facilities, customers, management, support staff and professional advisors. These, in turn, have impacted our operations and financial condition. It may also impact demand for our products and may continue to hamper our efforts to provide our investors with timely information and comply with our filing obligations with the Securities and Exchange Commission.

 

As of the filing date, it is uncertain whether COVID-19 will have a significant impact on production and distribution of Company products.

 

 
35

Table of Contents

 

Item 6. Exhibits

  

4.37*

 

$66,000 Convertible Promissory Note dated October 8, 2020 issued to JSJ Investments Inc.

 

 

 

4.38*

 

$50,000 Convertible Promissory Note and Stock Purchase Agreement dated October 30, 2020 issued to LGH Investments, LLC.

 

 

 

31.1*

 

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

 

 

 

31.2*

 

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

 

 

 

32.1*

 

Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.2*

 

Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

__________  

*Filed Herewith

 

 
36

Table of Contents

 

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 thereunto duly authorized.

 

 

Cool Technologies, Inc.

 

 

 

 

 

Dated: November 19, 2020

By:

/s/ Timothy Hassett

 

 

Timothy Hassett

 

 

Chief Executive Officer

(Principal Executive Officer)

 

 

 

 

 

Dated: November 19, 2020

By:

/s/ Quentin Ponder

 

 

Quentin Ponder

 

 

 

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

 
37

 

Cool Technologies (QB) (USOTC:WARM)
Historical Stock Chart
From Nov 2021 to Dec 2021 Click Here for more Cool Technologies (QB) Charts.
Cool Technologies (QB) (USOTC:WARM)
Historical Stock Chart
From Dec 2020 to Dec 2021 Click Here for more Cool Technologies (QB) Charts.