UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 22, 2017
COOL TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
|
000-53443 (Commission File Number) |
75-3076597 (IRS Employer Identification No.) |
8875 Hidden River Parkway, Suite 300, Tampa, Florida 33637
(Address of Principal Executive Offices, Zip Code)
(813) 975-7467
(Registrant's telephone number, including area code)
----------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 5-Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Cool Technologies, Inc. (the “Company”) filed an amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada increasing its authorized shares of common stock, par value $0.001 per share, from 140,000,000 shares to 350,000,000 shares, effective March 22, 2017.
The Company currently believes that the increase in authorized share capital eliminates the need for any other type of corporate action such as a reverse stock split.
The foregoing description of the Amendment to the Articles of Incorporation is qualified in its entirety by reference to the full text of such Amendment, a copy of which is attached hereto as Exhibit 3.11.
Section 9-Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| Exhibit 3.11 | Amendment to Articles of Incorporation, dated March 20, 2017 |
| - 2 - |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COOL TECHNOLOGIES, INC. | |||
| By: | /s/ Timothy Hassett | ||
| Name: | Timothy Hassett | ||
| Title: | Chairman and Chief Executive Officer | ||
| Date: March 24, 2017 | |||
-3-
Exhibit 3.11
AMENDMENT TO ARTICLES OF INCORPORATION
OF
COOL TECHNOLOGIES, INC.
Cool Technologies, Inc., a corporation organized and existing under the laws of the State of Nevada, hereby certifies as follows:
| 1. | The name of the corporation is Cool Technologies, Inc. The date of filing of its original Articles of Incorporation with the Secretary of State was July 21, 2002. |
| 2. | This Amended Articles of Incorporation amends Article II of the Articles of Incorporation of this corporation by increasing the number to shares of common stock the Corporation is authorized from 140,000,000 to 350,000,000. |
| 3. | The par value of the common stock is $0.001 |
The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in a case of a vote of classes or series or may be required by the provisions of the articles of incorporation in favor of the amendment, is 66%.
| Signed on this 20th day of March, 2017 | |||
| By | /s/ Timothy Hassett | ||
| Name: | Timothy Hassett | ||
| Title: | Chairman and Chief Executive Officer | ||