WARM Cool Technologies Inc (PK)

INFORMATION STATEMENT

PURSUANT TO SECTION 14(C)

OF THE SECURITIES EXCHANGE ACT OF 1934

AND RULE 14C-2 THEREUNDER

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

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

To the Company’s Stockholders:

This Information Statement is being furnished by the Board to the Securities and Exchange Commission and holders of record of the shares of the common stock (the “Common Stock”) of Cool Technologies, Inc., a Nevada corporation (the “Company”), as of the close of business on June 24, 2019 (the “Record Date”). The purpose of the Information Statement is to notify our stockholders that on June 24, 2019, all of the holders of all of the issued and outstanding shares of the Company’s Series B Preferred Stock, representing 66 2/3% of the voting stock of the Company (the “Consenting Stockholders”), executed a written consent (the “Written Consent”) in lieu of a shareholder meeting authorizing the Company to amend its Articles of Incorporation (the “Amendment”) to increase the amount of authorized shares of the Company’s Common Stock from 350,000,000 to 500,000,000 shares of Common Stock (the “Share Increase”).

Additionally, on June 25, 2019, the Company’s board of directors (the “Board”) executed a unanimous written consent authorizing the Company to amend its Articles of Incorporation to effectuate the Share Increase. The Share Increase will become effective upon filing with the Nevada Secretary of State, which can occur no earlier than twenty (20) calendar days after the filing and dissemination of the Definitive Information Statement.

The Board believes that the Share Increase is beneficial to the Company. The full text of the Amendment is attached as Exhibit A to this Information Statement.

The action will become effective on a date that is not earlier than twenty (20) calendar days after the Definitive Information Statement is first mailed to our stockholders.

The Written Consent was taken pursuant to Section 78.320 of the Nevada Revised Statutes and our bylaws, each of which permits that any action which may be taken at a meeting of the shareholders may also be taken by the written consent of the holders of the Company’s Common Stock required to approve the Share Increase at a meeting.

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

In accordance with our bylaws, our Board has fixed the close of business on June 24, 2019 as the record date for determining the stockholders entitled to notice of the above noted actions. This Information Statement is being mailed on or about __, 2019 to stockholders of record on the Record Date.

OUTSTANDING SHARES AND VOTING RIGHTS

As of the Record Date, the Company’s authorized capitalization consisted of 350,000,000 shares of Common Stock, $0.001 par value per share, of which 237,333,916 shares were issued and outstanding and 15,000,000 shares of preferred stock, $0.001 par value per share, of which 3 shares of Series A Preferred Stock were issued and outstanding and 2,727,270 shares of Series B Preferred Stock were issued and outstanding.

Common Stock

As of the Record Date, there were 237,333,916 shares of Common Stock outstanding, and each share of Common Stock is entitled to one vote.

Series A Preferred Stock

As of the Record Date, were currently 3 shares of Series A Preferred Stock outstanding. Each share of Series A Preferred Stock has the voting right of 50,000 shares of Common Stock.

Series B Preferred Stock

As of the Record Date, there were currently 2,727,270 shares of Series B Preferred Stock outstanding. For so long as the Series B Preferred Stock is issued and outstanding, the holders of Series B Preferred Stock shall vote together as a single class with the holders of the Common Stock and the holders of any other class or series of shares entitled to vote with the Common Stock, with the holders of Series B Preferred Stock being entitled to 66 2/3% of the total votes on all such matters.

AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK

What Vote is required to approve the Amendment?

Approval to file the Amendment to the Articles requires the affirmative vote of the holders of a majority of the voting power of the Company.

What vote was obtained to approve the Amendment?

On June 24, 2019, we obtained the approval of all of the holders of our Series B Preferred Stock, who, as a class, possess 66 2/3% of the voting power on matters to be voted on by stockholders. Because all of holders of the Series B Preferred Stock, having 66 2/3% of the voting rights of the Company, have voted in favor of the Amendment to effectuate the Share Increase, no other stockholder consent will be solicited in connection with the Amendment. The Board is not soliciting proxies in connection with the adoption of this proposal, and proxies are not requested from stockholders. In accordance with our bylaws, the Board has fixed the close of business on June 24, 2019 as the record date for determining the stockholders entitled to vote or give written consent.

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

Reason For the Increase in Authorized Shares.

The Company’s current Articles of Incorporation authorizes the issuance of 350,000,000 shares of Common Stock. As of the Record Date, there were 237,333,916 shares of Common Stock issued and outstanding.

The purpose of the proposed increase in authorized share capital is to make available additional shares of Common Stock i) to meet the Company’s obligations to its lenders and investors; ii) to have sufficient Common Stock reserved for future issuance pursuant to the possible conversions of outstanding convertible securities; and (iii) for general corporate purposes, including capital raising, providing equity incentives to employees, officers or directors, establishing strategic relationships with other companies, without further action by the stockholders other than as may be required by applicable law, our charter documents and the rules of any stock exchange or other quotation system on which our securities may be then listed or quoted. We currently have outstanding convertible debentures that would require the issuance of 8,724,000 shares of Common Stock if all such indebtedness is converted immediately, as well as convertible debentures that become exercisable in the third and fourth quarters of 2019 and would require the issuance of 15,291,567 shares of Common Stock (assuming individual conversion rates of $0.0281 per share) if converted. Also, we currently have 4,000,000 options and 80,379,778 warrants issued and outstanding, which would require the issuance of 84,379,778 shares of Common Stock if all such options and warrants would be exercised.

There is currently no formal agreement or arrangement with respect to any of the foregoing other than as described above. Increasing the authorized number of shares of the Common Stock of the Company will provide the Company with greater flexibility and allow the issuance of additional shares of Common Stock in most cases without the expense or delay of seeking further approval from the stockholders.

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

The Share Increase will have the immediate effect of increasing the total amount of authorized Common Stock as specified above, but will have no impact on the number of shares you own. The authorized shares of Common Stock may be issued without stockholder approval at any time, in the sole discretion of the Board. To the extent that additional authorized shares of Common Stock are issued in the future, such issuances will dilute the existing stockholders’ percentage equity ownership interests. Any such issuance of additional shares of Common Stock could have the effect of diluting the earnings per share and book value per share of outstanding shares of Common Stock of the Company. The additional shares of common stock will have the same rights as the presently authorized shares, including the right to cast one vote per share of common stock. Although the authorization of additional shares will not, in itself, have any effect on the rights of any holder of our common stock, the future issuance of additional shares of Common Stock (other than by way of a stock split or dividend) would have the effect of diluting the voting rights and could have the effect of diluting earnings per share and book value per share of existing stockholders.

Potential Anti-takeover effects of the increase in authorized shares.

The Share Increase will have the effect of increasing the proportion of unissued authorized shares to issued shares. Under certain circumstances, this may have an anti-takeover effect. These authorized but unissued shares could be used by the Company to oppose a hostile takeover attempt or to delay or prevent a change of control or changes in or removal of the “Board, including a transaction that may be favored by a majority of our shareholders or in which our shareholders might receive a premium for their shares over then-current market prices or benefit in some other manner. For example, without further stockholder approval, the Board could issue and sell shares of common stock, preferred stock or some combination of both, thereby diluting the stock ownership and voting power of a person seeking to effect a change in the composition of our Board or to propose or complete a tender offer or business combination involving us and potentially strategically placing shares with purchasers who would oppose such a change in the Board or such a transaction.

Although an increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have a potential anti-takeover effect, the proposed Amendment to our Articles of Incorporation is not in response to any effort of which we are aware to accumulate the shares of our Common Stock or obtain control of the Company. There are no plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.

The Board does not intend to use the consolidation as a part of or a first step in a “going private” transaction pursuant to Rule 13e-3under the Securities Exchange Act of 1934, as amended. Moreover, we are currently not engaged in any negotiations or otherwise have no specific plans to use the additional authorized shares for any acquisition, merger or consolidation.

Dissenters’ Rights.

No dissenters’ or appraisal rights are available to our stockholders under the Nevada Revised Statutes in connection with the proposed Amendment to our Articles of Incorporation to effect the Share Increase.

Effective Date

Attached as Exhibit A and incorporated herein by reference is the text of the Amendment, as approved by the Board and Consenting Stockholders. Under Rule 14c-2, promulgated pursuant to the Securities Exchange Act of 1934, as amended, the Amendment shall be effective no earlier than twenty (20) days after the Definitive Information Statement is mailed to stockholders of the Company. We anticipate the effective date to be on or about ___, 2019.

Accounting Matters

The proposed Amendment will not affect the par value of our Common Stock. As a result, at the effective time of the Amendment, the stated capital on our balance sheet attributable to our Common Stock will not be affected.

INTEREST OF CERTAIN PERSONS IN OR IN

OPPOSITION TO MATTERS TO BE ACTED UPON

Certain of the Company’s officers and directors have an interest in the Amendment as a result of their ownership of shares of our common stock, as set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management” below. However, we do not believe that our officers or directors have interests in the Amendment that are different from or greater than those of any other of our stockholders. Furthermore, the Company has an equity compensation plan pursuant to which directors, officers, consultants, advisors and employees of the Company and its subsidiaries are eligible to receive equity awards. Accordingly, members of the Board of Directors and the executive officers of the Company will likely be recipients of equity awards under the plan.

In addition, Daniel Ustian, one of the Company’s directors, owns Series B preferred shares that, together with two other stockholders of Series B preferred shares, control 66 and 2/3% of the voting rights of the Company.