Amended Statement of Beneficial Ownership (sc 13d/a)
11 January 2017 - 1:41AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
COOL TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, par value $0.001
(Title
of Class of Securities)
404273104
(CUSIP Number)
Eric Hess, Esq.
Hess Legal Counsel LLC
120 West 45
th
Street, Suite 3705
New York, NY 10036
(Name, Address and Telephone
Number of Person
Authorized to Receive Notices and Communications)
December 23, 2016
(Date of Event which
Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d -1(e), 240.13d -1(f) or 240.13d
-1(g), check the following box. [ ]
Note
: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See
§240.13d -7 for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled
out for a reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP No. 404273104
|
13D
|
Page 2 of 5 Pages
|
1.
|
NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
KHIC,
LLC
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
|
(see instructions)
|
|
|
(a) [ ]
|
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS (see instructions)
|
|
|
|
|
|
WC
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
New
Jersey
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
25,044,914 (1)
|
8.
|
SHARED VOTING POWER
|
|
|
|
NONE
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
25,044,914 (1)
|
10.
|
SHARED DISPOSITIVE POWER
|
|
NONE
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
|
|
25,044,914
(1)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
|
|
|
|
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
|
|
|
|
17.58%
(2)
|
14.
|
TYPE OF REPORTING PERSON (see
instructions)
|
|
|
|
OO
|
|
(1)
|
Includes (i) 14,944,914 shares of Common Stock of Cool
Technologies, Inc. (the Company), issuable upon conversion by Reporting
Person of a Senior Convertible Note; (ii) 150,000 shares of Common Stock
underlying 3 shares of Series A Preferred Stock (having voting rights to
50,000 shares of Common Stock for each share of Series A Preferred Stock);
(iii) 8,000,000 shares of Company Common Stock that may be acquired by the
Reporting Person within 60 days upon the exercise of a Call Right to
purchase shares of Common Stock of the Company; (iv) 650,000 shares of
Common Stock of the Company owned by the Reporting Person; and (v)
1,300,000 shares of Company Common Stock that may be acquired by the
Reporting Person within 60 days upon the exercise of Warrants to purchase
shares of Common Stock from the Company.
|
|
|
|
|
(2)
|
The percentage is based on a total of 112,388,236 issued
and outstanding shares of Common Stock of the Company and 116 issued and
outstanding shares of Series A Preferred Stock (each such share of Series
A Preferred Stock has the voting right of 50,000 shares of Common Stock)
as of December 16, 2016 as reported in the Companys Form S-1 filed with
the United States Securities and Exchange Commission on December 22, 2016.
Such percentage also includes shares issuable to the Reporting Person upon
conversion of the Senior Convertible Promissory Note and upon exercise of
the Call Right and Warrants but does not include shares of Common Stock
issuable upon exercise of outstanding options or warrants by third
parties.
|
CUSIP No. 404273104
|
13D
|
Page 3 of 5 Pages
|
Introductory Note
This Amendment No. 1 to Schedule 13D (Amendment No. 1) amends
the Schedule 13D filed by the Reporting Person on September 9, 2016 (as amended,
the Schedule 13D) with respect to the common stock, par value $0.01 per share
(Common Stock) and Series A preferred stock (Series A Preferred Stock), of
Cool Technologies, Inc. (the Company). Except as otherwise provided in this
Amendment No. 1, the Schedule 13D remains unchanged. All capitalized terms not
otherwise defined herein shall have the meanings ascribed to such terms in the
Schedule 13D.
Item 3.
|
Source or Amount of Funds or Other
Consideration.
|
Item 3 is hereby amended and supplemented as follows:
Pursuant to a Securities Purchase Agreement (the "Purchase
Agreement"), dated December 23, 2016, the Reporting Person purchased from the
Company: (i) six hundred and fifty thousand (650,000) restricted shares of
Company Common Stock at a purchase price of $0.10 per share; (ii) a warrant to
purchase six hundred and fifty thousand (650,000) shares of Common Stock with an
exercise price of $0.12 per share; and (iii) a warrant to purchase six hundred
and fifty thousand (650,000) shares of Common Stock with an exercise price of
$0.15 per share (items (ii) and (iii), collectively, the Warrant). Each
Warrant shall expire five years from the date of issuance and has no provision
for cashless exercise. The aggregate consideration was sixty five thousand
dollars ($65,000).
In order to provide for registration for the public resale of
all shares and the Warrant, the Company and the Reporting Person executed a
Registration Rights Agreement concurrently with the Purchase Agreement.
Additionally, the Reporting Person was previously assigned 3
shares of Series A Preferred Stock on March 9, 2016 from Spirit Bear Limited.
The Series A Preferred Stock have voting rights to 50,000 shares of Common Stock
for each share of Series A Preferred Stock.
Further, the Call Right was previously described in the
Schedule 13D filed by the Reporting Person on September 9, 2016, although not
defined as the Call Right. Under the terms of the Call Right, the Reporting
Person has the right to require the Company to sell to the Reporting Person
4,000,000 restricted shares of Common Stock at a purchase price of $0.05 per
share, and a warrant to purchase 4,000,000 shares of Common Stock with an
exercise price of $0.06 per share. The aggregate consideration for exercise of
the Call Right is $200,000. The period for exercise of the Call Right expires on
or around May 8, 2017. The warrant shall expire five years from the date of
issuance and has no provision for cashless exercise.
CUSIP No. 404273104
|
13D
|
Page 4 of 5 Pages
|
Item 4.
|
Purpose of Transaction.
|
Item 4 is hereby amended and supplemented as follows:
The Purchase Agreement was entered into with the Company to
provide the Company with working capital.
Item 5.
|
Interest in Securities of the Issuer.
|
Item 5 of the Schedule 13D is hereby amended and restated in
its entirety as follows:
(a)
|
The Reporting Person currently beneficially owns
25,044,914 shares of the Companys Common Stock, issuable upon conversion
of the Note and Warrant.
|
|
|
|
Shares beneficially owned by the Reporting Person account
for 17.58% of the Companys outstanding Common Stock if shares issuable
upon conversion of the Note and upon the exercise of the Call Right and
Warrants held by the Reporting Person are included. Such percentage does
not include shares of Common Stock issuable upon exercise of outstanding
options or warrants by third parties.
|
|
|
(b)
|
The Reporting Person holds the sole right to vote or
direct the vote and sole power to dispose or to direct the disposition of
the securities listed under items 3 and 5(a).
|
|
|
(c)
|
Other than the transactions described herein, there has
been no other transactions concerning the securities of the Company that
were effected by the Reporting Person during the past sixty (60)
days.
|
|
|
(d)
|
None.
|
|
|
(e)
|
Not applicable.
|
CUSIP No. 404273104
|
13D
|
Page 5 of 5 Pages
|
SIGNATURE
After reasonable inquiry and to
the best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
KHIC, LLC
|
|
By:
|
Eric Hess, Secretary
|
|
January 8, 2016
|
Cool Technologies (PK) (USOTC:WARM)
Historical Stock Chart
From Apr 2024 to May 2024
Cool Technologies (PK) (USOTC:WARM)
Historical Stock Chart
From May 2023 to May 2024