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): July 14, 2017

 

Cool Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-53443

 

75-3076597

(State or other jurisdiction of incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

8875 Hidden River Pkwy, Suite 300

Tampa, Florida

 

33637

(Address of principal executive offices)

 

(Zip Code)

 

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

 

N/A

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o

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

 

o

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

 

o

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

 

o

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

 

 
 
 
 

Item 7.01 Regulation FD Disclosure .

 

Cool Technologies, Inc., a Nevada corporation (the “Company”), has posted a letter to its shareholders on its website under the link http://cooltechnologiesinc.com/letter-to-shareholders-july-2017/. The letter is being filed as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information referenced under Item 7.01 of this Current Report on Form 8-K is being “furnished” under “Item 7.01. Regulation FD Disclosure” and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information set forth in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement, report or other document filed by the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.

 

As discussed therein, the information may contain forward-looking statements within the meaning of the Securities Act and the Exchange Act and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to current expectations and are subject to the limitations and qualifications set forth in the information as well as in the Company’s other documents filed with the Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.

 

Description

99.1

 

Letter to shareholders, dated July 2017

 

 
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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.

 

(Registrant)

 

     
Date: July 14, 2017 By:

/s/ Timothy Hassett

 

 

Timothy Hassett  
   

Chairman and CEO (Principal Executive Officer)

 

 

 

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EXHIBIT 99.1

 

Letter to Shareholders - July 2017

2 nd Quarter Recap

 

The past quarter exceeded our expectations. Here are some highlights:

 

· Sales/Revenue

 

o Market validation and momentum through sales to Craftsman Industries

· Pipeline/Business Development

 

o US Military, global conglomerates, truck manufacturers, up-fitters and dealerships, disaster relief providers

· Patents

 

o Another international patent secured

 

o Another first-of-a-kind patent applied for

 

Mobile Generation Sales

 

On April 27 th , Cool Technologies demonstrated its 75 kVA Mobile Generation (MG) system at Craftsmen Industries before a live audience and online via video stream.

 

The result: an order for 10 MG systems from Craftsmen and meetings with the US Military, disaster relief agencies and global conglomerates.

 

The order from Craftsmen concluded a sales process that began in December. And with the order, the company secured revenues and took the first steps to profitability.

 

For the others, the demonstration was their first exposure to the technology - the first step in the process. The fact that they quickly agreed to follow-up meetings is an excellent sign – an indication of potential demand.

 

The demonstration also jump started the execution of the Strategic Alliance Agreement with Veteran Technology Group. With clients in tow, Vet Tech saw the demo and felt assured they could sell the MG System. Donald Trump’s proposal to boost defense spending by $54 billion for the next fiscal year helped cement their decision to promote the technology. Whether the proposal passes or not, the defense budget should still be well over $550 billion.

 

Truck industry expert David Gerrard also saw the demonstration. An arc light illuminated his thoughts The switch: Trump’s $1 trillion infrastructure plan to repair roads, bridges, and airports over the next decade. With a 79% public approval rating, implementation of an infrastructure plan is very likely.

 

David agreed to help secure new customers and manage sales with Fortune 500 companies for us. Days later, he was meeting with two truck manufacturers. Once again, the first step in a process that we hope will close with new orders.

 

 
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Others contacted the company and requested meetings. One even flew up to meet with our CEO. Their interest: alternative energy. The MG System is fuel agnostic. It runs on whatever the vehicle runs on. We heard from a developer of hydrogen fuel cells, a global battery manufacturer interested in our no-idle option and a truck up-fitter heavily invested in natural gas conversions. Each saw a natural tie-in. And each offers a new revenue stream.

 

In two instances, our patented radial vent cooling technology was added to the discussions, leading one company to start negotiations on a license agreement which we expect will be successfully concluded.

 

With revenues confirmed and additional sales in the pipeline, we continue to make strides. Specs are being finalized, new trucks up-fitted, and we’re working to deliver the first MG system to Craftsmen.

 

At the same time, we added new third party capabilities such as Vet Tech’s artificial intelligence software for advanced troubleshooting. Or we generated them in-house.

 

Patents

 

On April 3, we received another international patent for heat pipe cooled wet rotating disc engagement systems, more commonly known as wet clutches or wet disc brakes. This patent should increase efficiency, product lifecycle and power transmission capability for crane and hoist clutches, heavy machine tool drives, automobiles, trucks, tractors and racing vehicles. The motorcycle industry will be the initial target. Using information from a market research report at ReportsnReports.com and rounding the numbers downward by at least 20%, over 300 motorcycle manufacturers worldwide sell 100 million units in a global market estimated to be worth $100 billion (http://tinyurl.com/y823amxz). The vast majority rely on wet clutch multi-plate packs and that includes electrics.

 

In addition, CoolTech filed the paperwork for a new patent that enables generators to deliver power in ways never achieved by mobile applications. Foremost among a number of potential applications, it enables the MG to address the unique needs of the refrigerated transport industry whose vehicles carries temperature sensitive or perishable loads, primarily frozen foods.

 

The global market is growing. Expanding urbanization, the rise of a middle class and a growing preference for frozen foods lead Global Industry Analysts, Inc. (http://tinyurl.com/y8b5nqnv) to project the global market for Road Transport Refrigeration Equipment will reach $10.2 billion by 2022. The greatest growth is expected from the Asia-Pacific region with a CAGR of 7.8%.

 

As the quarter progressed, benchmarks in our strategic sales plan continued to be achieved. More remain, but momentum continues to build.

 

Respectfully Yours,

Timothy Hassett

Chairman and CEO

  

Safe Harbor Statement

 

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on plans and expectations of management and are subject to uncertainties and risks that could affect the company’s plans and expectations, as well as results of operations and financial condition. A listing of risk factors that may affect the company’s business prospects and cause results to differ from those described in the forward-looking statements can be found in company reports and documents filed with the Securities and Exchange Commission. The company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

 

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