Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2020 | Sep. 22, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | COOL TECHNOLOGIES, INC. | |
Entity Central Index Key | 0001399352 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 | |
Entity Common Stock Shares Outstanding | 422,676,611 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 3 | $ 15,306 |
Inventory | 179,593 | 149,744 |
Prepaid expenses and other assets | 0 | 5,000 |
Total current assets | 179,596 | 170,050 |
Intangibles | 220,939 | 213,192 |
Equipment, net | 65,972 | 76,280 |
Total assets | 466,507 | 459,522 |
Current liabilities: | ||
Accounts payable | 1,619,324 | 1,524,506 |
Accrued interest payable | 579,014 | 407,037 |
Accrued liabilities - related party | 1,084,292 | 913,948 |
Customer deposits - related party | 400,000 | 400,000 |
Accrued payroll taxes | 65,278 | 62,049 |
Debt, current portion, net of debt discount | 2,870,698 | 2,971,232 |
Derivative liability | 519,950 | 712,921 |
Total current liabilities | 7,138,556 | 6,991,693 |
Debt, long-term portion | 107,532 | 29,329 |
Total liabilities | 7,246,088 | 7,021,022 |
Commitments and contingencies | 0 | 0 |
Stockholders' equity (deficit): | ||
Common stock, $.001 par value; 1,000,000,000 shares authorized; 421,676,611 and 267,450,017 shares issued and outstanding on June 30, 2020 and December 31, 2019, respectively | 421,677 | 267,450 |
Additional paid-in capital | 47,358,001 | 46,265,016 |
Common stock issuable | 58,670 | 58,670 |
Common stock held in escrow | 8,441 | 8,441 |
Accumulated deficit | (54,572,208) | (53,107,440) |
Non-controlling interest | (56,889) | (56,364) |
Total stockholders' deficit | (6,779,581) | (6,561,500) |
Total liabilities and stockholders' deficit | 466,507 | 459,522 |
Preferred Stock Series A [Member] | ||
Stockholders' equity (deficit): | ||
Preferred stock value | 0 | 0 |
Preferred Stock Series B [Member] | ||
Stockholders' equity (deficit): | ||
Preferred stock value | $ 2,727 | $ 2,727 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Stockholders' equity (deficit): | ||
Common stock, shares par value | $ .001 | $ .001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 421,676,611 | 267,450,017 |
Common stock, shares outstanding | 421,676,611 | 267,450,017 |
Preferred Stock Series A [Member] | ||
Stockholders' equity (deficit): | ||
Preferred stock, shares par value | $ .001 | $ .001 |
Preferred stock, shares authorized | 410 | 410 |
Preferred stock, shares issued | 3 | 3 |
Preferred stock, shares outstanding | 3 | 3 |
Preferred Stock Series B [Member] | ||
Stockholders' equity (deficit): | ||
Preferred stock, shares par value | $ .001 | $ .001 |
Preferred stock, shares authorized | 3,636,360 | 3,636,360 |
Preferred stock, shares issued | 2,727,270 | 2,727,270 |
Preferred stock, shares outstanding | 2,727,270 | 2,727,270 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Condensed Consolidated Statements of Operations (Unaudited) | ||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Cost of revenues | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Operating expenses | ||||
Payroll and related expenses | 83,408 | 136,794 | 166,158 | 263,254 |
Consulting | 51,000 | 83,383 | 113,000 | 178,707 |
Professional fees | 52,309 | 44,704 | 99,109 | 126,469 |
Research and development | 0 | 32,402 | 10,308 | 47,102 |
General and administrative | 3,544 | 63,832 | 13,350 | 149,698 |
Total operating expenses | 190,261 | 361,115 | 401,925 | 765,230 |
Operating loss | (190,261) | (361,115) | (401,925) | (765,230) |
Other income (expense): | ||||
Interest expense, net | (522,192) | (450,212) | (889,503) | (1,070,186) |
Change in fair value of derivative liability | 64,103 | (526,802) | (173,865) | (568,620) |
(Loss), gain on extinguishment of debt | 0 | (25,860) | 0 | 208,325 |
Net loss | (648,350) | (1,363,989) | (1,465,293) | (2,195,711) |
Less: Noncontrolling interest in net loss | 7 | (812) | 525 | (1,282) |
Net loss to shareholders | $ (648,343) | $ (1,363,177) | $ (1,464,768) | $ (2,194,429) |
Net loss per common share: | ||||
Basic and diluted | $ 0 | $ (0.01) | $ 0 | $ (0.01) |
Weighted average common shares outstanding: | ||||
Basic and diluted | 399,587,534 | 234,366,883 | 367,218,079 | 227,750,844 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Total | Common Stock Issuable [Member] | Preferred Stock | Common Stock | Additional Paid-in Capital | Preferred Stock Issuable | Common Stock Held In Escrow | Accumulated Deficit | Noncontrolling Interest |
Balance, shares at Dec. 31, 2018 | 2,727,290 | 214,705,916 | |||||||
Balance, amount at Dec. 31, 2018 | $ (4,410,355) | $ 123,670 | $ 2,727 | $ 214,705 | $ 45,160,994 | $ 0 | $ 8,441 | $ (49,866,128) | $ (54,764) |
Sale of stock | 0 | 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | 0 |
Issuance of common stock issuable, shares | 1,650,000 | ||||||||
Issuance of common stock issuable, amount | (95,000) | $ 1,650 | 93,350 | ||||||
Conversion of Series A preferred stock to common stock, shares | (17) | 850,000 | |||||||
Conversion of Series A preferred stock to common stock, amount | 0 | 0 | $ 0 | $ 850 | (850) | 0 | 0 | 0 | 0 |
Stock issued with debt | 30,000 | 30,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Warrants issued for services | 32,624 | 0 | 0 | 0 | 32,624 | 0 | 0 | 0 | 0 |
Warrants issued with debt | 112,260 | 0 | $ 0 | $ 0 | 112,260 | 0 | 0 | 0 | 0 |
Debt converted, shares | 20,128,000 | ||||||||
Debt converted, amount | 251,600 | 0 | $ 0 | $ 20,128 | 231,472 | 0 | 0 | 0 | 0 |
Debt issued with beneficial conversion feature | 144,260 | 0 | 0 | 0 | 144,260 | 0 | 0 | 0 | 0 |
Net loss | (2,195,711) | 0 | 0 | 0 | 0 | 0 | 0 | (2,195,711) | 0 |
Noncontrolling interest | 0 | 0 | $ 0 | $ 0 | 0 | 0 | 0 | 1,282 | (1,282) |
Balance, shares at Jun. 30, 2019 | 2,727,273 | 237,333,916 | |||||||
Balance, amount at Jun. 30, 2019 | (6,035,322) | 58,670 | $ 2,727 | $ 237,333 | 45,774,110 | 0 | 8,441 | (52,060,557) | (56,046) |
Balance, shares at Dec. 31, 2019 | 2,727,273 | 267,450,017 | |||||||
Balance, amount at Dec. 31, 2019 | (6,561,500) | 58,670 | $ 2,727 | $ 267,450 | 46,265,016 | 0 | 8,441 | (53,107,440) | (56,364) |
Warrants issued with debt | 12,654 | 0 | $ 0 | $ 0 | 12,654 | 0 | 0 | 0 | 0 |
Debt converted, shares | 154,226,594 | ||||||||
Debt converted, amount | 1,234,558 | 0 | $ 0 | $ 154,227 | 1,080,331 | 0 | 0 | 0 | 0 |
Net loss | (1,465,293) | 0 | 0 | 0 | 0 | 0 | 0 | (1,465,293) | |
Noncontrolling interest | 0 | 0 | $ 0 | $ 0 | 0 | $ 0 | 0 | 525 | (525) |
Balance, shares at Jun. 30, 2020 | 2,727,273 | 421,676,611 | |||||||
Balance, amount at Jun. 30, 2020 | $ (6,779,581) | $ 58,670 | $ 2,727 | $ 421,677 | $ 47,358,001 | $ 8,441 | $ (54,572,208) | $ (56,889) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating Activities: | ||
Net loss | $ (1,465,293) | $ (2,195,711) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Warrants issued for services | 0 | 32,624 |
(Gain) on extinguishment of debt | 0 | (208,325) |
Non-cash interest expense | 0 | 34,205 |
Change in fair value of derivative liability | 173,865 | 568,620 |
Amortization of debt discount | 702,888 | 847,238 |
Depreciation expense | 10,308 | 14,696 |
Changes in operating assets and liabilities: | ||
Inventory | (29,849) | (100,848) |
Prepaid assets | 5,000 | (14,167) |
Accounts payable | 94,818 | 150,594 |
Accrued interest | 171,977 | 115,377 |
Accrued liabilities - related party | 170,344 | (751) |
Accrued payroll taxes | 3,229 | 0 |
Net cash from operating activities | (162,713) | (756,448) |
Investing Activities: | ||
Intangible assets | (7,747) | (4,261) |
Net cash from investing activities | (7,747) | (4,261) |
Financing Activities: | ||
Proceeds from debt | 157,000 | 1,220,345 |
Payments on debt | (1,843) | (472,306) |
Net cash from financing activities | 155,157 | 748,039 |
Net increase (decrease) in cash | (15,303) | (12,670) |
Cash, beginning of period | 15,306 | 24,435 |
Cash, end of period | 3 | 11,765 |
Cash paid for: | ||
Interest | 16,167 | 17,851 |
Income taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
Derivative liability offset by debt discount | 321,633 | 513,128 |
Reduction of common stock issuable by issuing stock | 0 | 95,000 |
Debt and interest settled for common stock | 1,234,558 | 251,600 |
Warrants and stock issued with debt | 12,654 | 30,000 |
Stock issued for accrued liabilities - related party | $ 0 | $ 112,260 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Description of Business and Summary of Significant Accounting Policies | |
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 June 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 June 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. 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 $54,572,208 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 third quarter. 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 Recently Adopted Accounting Guidance Financial Accounting Standards Board, or FASB, Accounting Standards Update, or ASU 2016-02 "Leases (Topic 842)"– 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. |
Customer deposits-Related party
Customer deposits-Related party | 6 Months Ended |
Jun. 30, 2020 | |
Customer deposits-Related party | |
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. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt | |
Note 3 - Debt | Debt consists of the following: June 30, 2020 December 31, 2019 Notes payable $ 2,550,000 $ 2,400,000 Convertible notes payable 493,152 952,968 PPP loan 52,612 -- Test vehicle financing 36,819 37,344 New Vehicle Financing 31,756 33,074 Note payable – related party 21,641 21,641 Note payable – UPT minority owner 80,000 80,000 3,265,980 3,525,027 Debt discount (287,750 ) (524,466 ) 2,978,230 3,000,561 Less: current portion (2,870,698 ) 2,971,232 Long-term portion $ 107,532 $ 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. 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). 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 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 June 30, 2020, the convertible balance remaining totaled approximately $21,270. June Convertible Note -- 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 June 30, 2020, the balance remaining totals approximately $2,000. July Convertible Note 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 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 November Convertible Note 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 June 30, 2020, the remaining balance totaled approximately $162,700. December Convertible Note 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 June 30, 2020, the remaining balance totaled approximately $144,313. January Convertible Note 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. 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 4,000,000 0.05 4.9 $ 17,200 Forfeited or expired -- -- -- -- Exercised -- -- -- -- Outstanding, June 30, 2020 22,467,717 0.04 3.8 $ 958,344 Exercisable, June 30, 2020 22,467,717 0.04 3.8 $ 958,344 Transactions with Related Parties The note payable - related party, in the amount of $21,641, is held by the Company's Chief Financial Officer and relates to unreimbursed expenses. The note payable - UPT minority owner, in the amount of $80,000, 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 $ 3,158,448 2021 68,110 2022 15,498 2023 15,498 2024 8,426 $ 3,265,980 |
Derivative Liability
Derivative Liability | 6 Months Ended |
Jun. 30, 2020 | |
Derivative Liability | |
Note 4 - Derivative Liability | Under the terms of the May 2019, June 2019, October 2019, November 2019, December 2019 and January 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: Six Months Ended June 30, 2020 Volatility 106.4-554.9 % Risk-free interest rate 0.01–2.42 % Expected life (years) 0.07–1.14 Dividend yield -- Changes in the derivative liability were as follows: Six Months Ended June 30, 2020 Level 1 Level 2 Level 3 Convertible debt and other derivative liabilities on December 31, 2019 $ -- $ -- $ 712,921 Conversions of convertible debt -- -- (688,469 ) Issuance of convertible debt and other derivatives -- -- 321,633 Change in fair value -- -- 173,865 Convertible debt and other derivative liabilities on June 30, 2020 $ -- $ -- $ 519,950 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies | |
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. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2020 | |
Equity | |
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 June 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. 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 consolidated balance sheets represents preferred stock to be issued for either cash received, or services performed. As of June 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 consolidated balance sheets represents common stock to be issued for either cash received, or services performed. As of June 30, 2020 and December 31, 2019, the number of shares of common stock to be issued was 494,697 shares. 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 June 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 (14,095,833 ) 0.15 -- -- Outstanding, June 30, 2020 31,418,335 0.10 0.8 -- Exercisable, June 30, 2020 31,418,335 $ 0.10 0.8 $ -- |
Share-based payments
Share-based payments | 6 Months Ended |
Jun. 30, 2020 | |
Share-based payments | |
Note 7 - Share-based payments | Amounts recognized as expense in the consolidated statements of operations related to share-based payments are as follows: Six months ended June 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 (900,000 ) -- -- -- Outstanding, June 30, 2020 8,835,836 0.09 0.9 $ -- Exercisable, June 30, 2020 8,835,836 0.09 0.9 $ -- |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2020 | |
Net Loss per Share | |
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 June 30, Six months ended June 30, 2020 2019 2020 2019 Net loss available for stockholders $ (648,343 ) $ (1,363,177 ) $ (1,464,768 ) $ (2,194,429 ) Weighted average outstanding shares of common stock 399,587,534 234,366,883 367,218,079 227,750,844 Dilutive effect of stock options and warrants -- -- -- -- Common stock and equivalents 399,587,534 234,366,883 367,218,079 227,750,844 Net loss per share – Basic and diluted $ (0.00 ) $ (0.01 ) $ (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: June 30 2020 2019 Stock options 4,000,000 4,000,000 Common stock warrants 68,371,888 72,239,539 Common stock issuable 494,697 494,697 Convertible notes 98,025,667 31,285,755 Convertible preferred stock 2,877,270 2,877,270 Total 173,769,522 110,897,261 Total exercisable on June 30 169,274,825 112,402,564 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events | |
Note 9 - Subsequent Events | On July 3, 2020, the Company signed a promissory note agreement with an accredited investor. It received $85,000 after an original issue discount of $8,500 in lieu of interest. The total amount of $93,500 will be due on August 3, 2020. In the event of default, the outstanding balance will accrue interest of either 18% or maximum rate permitted by law until the default is remedied. As of the filing date, the Company has not received a notice of default. 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. 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. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
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 June 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 June 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. |
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 $54,572,208 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 third quarter. |
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)"– |
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. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt | |
Summary of Debt | June 30, 2020 December 31, 2019 Notes payable $ 2,550,000 $ 2,400,000 Convertible notes payable 493,152 952,968 PPP loan 52,612 -- Test vehicle financing 36,819 37,344 New Vehicle Financing 31,756 33,074 Note payable – related party 21,641 21,641 Note payable – UPT minority owner 80,000 80,000 3,265,980 3,525,027 Debt discount (287,750 ) (524,466 ) 2,978,230 3,000,561 Less: current portion (2,870,698 ) 2,971,232 Long-term portion $ 107,532 $ 29,329 |
Notes payable warrants issued | 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 4,000,000 0.05 4.9 $ 17,200 Forfeited or expired -- -- -- -- Exercised -- -- -- -- Outstanding, June 30, 2020 22,467,717 0.04 3.8 $ 958,344 Exercisable, June 30, 2020 22,467,717 0.04 3.8 $ 958,344 |
Future contractual maturities of debt | Year ending December 31, 2020 $ 3,158,448 2021 68,110 2022 15,498 2023 15,498 2024 8,426 $ 3,265,980 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Derivative Liability | |
Schedule of derivative liabilities at fair value | Six Months Ended June 30, 2020 Volatility 106.4-554.9 % Risk-free interest rate 0.01–2.42 % Expected life (years) 0.07–1.14 Dividend yield -- |
Changes in derivative liability | Six Months Ended June 30, 2020 Level 1 Level 2 Level 3 Convertible debt and other derivative liabilities on December 31, 2019 $ -- $ -- $ 712,921 Conversions of convertible debt -- -- (688,469 ) Issuance of convertible debt and other derivatives -- -- 321,633 Change in fair value -- -- 173,865 Convertible debt and other derivative liabilities on June 30, 2020 $ -- $ -- $ 519,950 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity | |
Summary of common stock warrants issued | 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 (14,095,833 ) 0.15 -- -- Outstanding, June 30, 2020 31,418,335 0.10 0.8 -- Exercisable, June 30, 2020 31,418,335 $ 0.10 0.8 $ -- |
Share-based payments (Tables)
Share-based payments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based payments | |
Summary of financial statements related to equity-based payments | Six months ended June 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 ) |
Schedule of share based compensation fully vested stock option | 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 (900,000 ) -- -- -- Outstanding, June 30, 2020 8,835,836 0.09 0.9 $ -- Exercisable, June 30, 2020 8,835,836 0.09 0.9 $ -- |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Net Loss per Share | |
Schedule of earnings per share, basic and diluted | Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Net loss available for stockholders $ (648,343 ) $ (1,363,177 ) $ (1,464,768 ) $ (2,194,429 ) Weighted average outstanding shares of common stock 399,587,534 234,366,883 367,218,079 227,750,844 Dilutive effect of stock options and warrants -- -- -- -- Common stock and equivalents 399,587,534 234,366,883 367,218,079 227,750,844 Net loss per share – Basic and diluted $ (0.00 ) $ (0.01 ) $ (0.00 ) $ (0.01 ) |
Stock options and warrants outstanding | June 30 2020 2019 Stock options 4,000,000 4,000,000 Common stock warrants 68,371,888 72,239,539 Common stock issuable 494,697 494,697 Convertible notes 98,025,667 31,285,755 Convertible preferred stock 2,877,270 2,877,270 Total 173,769,522 110,897,261 Total exercisable on June 30 169,274,825 112,402,564 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Apr. 30, 2014 |
Accumulated deficit | $ (54,572,208) | $ (53,107,440) | |
Equity method investment ownership percentage | 5.00% | ||
UPT Minority Owner [Member] | |||
Equity method investment ownership percentage | 95.00% | ||
Minority interest percentage | 5.00% | 5.00% |
Customer deposits-Related par_2
Customer deposits-Related party (Details Narrative) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Customer deposits-Related party | ||
Customer deposits - related party | $ 400,000 | $ 400,000 |
Ownership percentage | 5.00% |
Debt (Details)
Debt (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Debt | ||
Notes payable | $ 2,550,000 | $ 2,400,000 |
Convertible notes payable | 493,152 | 952,968 |
PPP loan | 52,612 | 0 |
Test vehicle financing | 36,819 | 37,344 |
New Vehicle Financing | 31,756 | 33,074 |
Note payable - related party | 21,641 | 21,641 |
Note payable - UPT minority owner | 80,000 | 80,000 |
Total | 3,265,980 | 3,525,027 |
Debt discount | (287,750) | (524,466) |
Total | 2,978,230 | 3,000,561 |
Less: current portion | (2,870,698) | 2,971,232 |
Long-term portion | $ 107,532 | $ 29,329 |
Debt (Details 1)
Debt (Details 1) | 6 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | |
Shares Outstanding, Beginning | 9,735,836 |
Shares Forfeited or expired | (900,000) |
Shares Outstanding, Ending | 8,835,836 |
Warrants [Member] | |
Shares Outstanding, Beginning | 18,467,717 |
Shares Granted | 4,000,000 |
Shares Forfeited or expired | |
Shares Exercised | |
Shares Outstanding, Ending | 22,467,717 |
Shares Exercisable, Ending | 22,467,717 |
Weighted Average Exercise Price | |
Per share Outstanding, Beginning | $ / shares | $ 0.05 |
Granted | $ / shares | 0.05 |
Forfeited or expired | $ / shares | 0 |
Exercised | $ / shares | 0 |
Outstanding, Ending | $ / shares | 0.04 |
Per share Exercisable, Ending | $ / shares | $ 0.04 |
Weighted-average Remaining Life (Years) | |
Outstanding, Beginning | 3 years 8 months 12 days |
Granted | 4 years 10 months 24 days |
Outstanding, Ending | 3 years 9 months 18 days |
Exercisable, Ending | 3 years 9 months 18 days |
Aggregate Intrinsic Value | |
Value Outstanding, Beginning | $ | $ 941,144 |
Aggregate Intrinsic Value, Granted | $ | 17,200 |
Value Outstanding, Ending | $ | 958,344 |
Value Exercisable, Ending | $ | $ 958,344 |
Debt (Details 2)
Debt (Details 2) | Jun. 30, 2020USD ($) |
Debt | |
2020 | $ 3,158,448 |
2021 | 68,110 |
2022 | 15,498 |
2023 | 15,498 |
2024 | 8,426 |
Total | $ 3,265,980 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | May 14, 2020 | Mar. 05, 2020 | Mar. 02, 2020 | Feb. 13, 2020 | Feb. 03, 2020 | Jan. 14, 2020 | Jan. 13, 2020 | Jan. 08, 2020 | Jan. 07, 2020 | Jan. 03, 2020 | Oct. 03, 2019 | Jul. 03, 2019 | Jun. 06, 2019 | Mar. 13, 2019 | Feb. 05, 2019 | Jan. 02, 2019 | Dec. 10, 2018 | Oct. 02, 2018 | Sep. 11, 2018 | Sep. 07, 2018 | Jun. 29, 2020 | Jun. 15, 2020 | Jun. 05, 2020 | May 08, 2020 | May 05, 2020 | May 04, 2020 | Mar. 24, 2020 | Mar. 10, 2020 | Feb. 24, 2020 | Jan. 31, 2020 | Jan. 30, 2020 | Jan. 28, 2020 | Jan. 21, 2020 | Jan. 16, 2020 | Dec. 24, 2019 | Dec. 19, 2019 | Dec. 05, 2019 | Nov. 09, 2019 | Aug. 28, 2019 | Jun. 30, 2019 | May 13, 2019 | Mar. 19, 2019 | Mar. 18, 2019 | Dec. 19, 2018 | Oct. 26, 2018 | Sep. 25, 2018 | Sep. 17, 2018 | Aug. 17, 2018 | Jul. 31, 2018 | Oct. 31, 2014 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Aug. 17, 2019 | Jun. 05, 2019 | Feb. 14, 2019 | Feb. 01, 2019 | Apr. 30, 2014 |
Common stock shares issued | 421,676,611 | 267,450,017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion description | 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. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Retirement of debt | $ 1,843 | $ 472,306 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
March Convertible Note [Member] | March 19, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 15.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal and interst | $ 287,603 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
March Convertible Note [Member] | October 1, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 126,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion converted instrument, shares issued | 2,695,599 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion converted amount | $ 40,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt in default, description | 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% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Jul. 3, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 168,300 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 15,300 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Terms of conversion feature | 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 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt, interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
June Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion description | 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 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 13,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ (143,000) | 2,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Jun. 6, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 143,300 | $ 143,300 | $ 143,300 | $ 143,300 | $ 130,000 | $ 143,300 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Partial conversion amount | $ 26,494 | $ 26,394 | $ 21,071 | $ 20,978 | $ 21,040 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion converted instrument, shares issued | 9,820,030 | 11,992,022 | 9,573,426 | 4,220,881 | 6,173,709 | 2,674,064 | 1,128,687 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion converted amount | $ 20,884 | $ 10,418 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory Note Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 85,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issuable upon exercise of warrants or rights | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.05 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant expiration period | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory Note Agreement [Member] | Accredited Investor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 250,000 | $ 250,000 | $ 250,000 | $ 50,000 | $ 36,000 | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant expiration period | 5 years | 5 years | 5 years | 5 years | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 15.00% | 15.00% | 15.00% | 15.00% | 3.00% | 15.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.005 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 2,000,000 | 2,000,000 | 2,000,000 | 400,000 | 4,000,000 | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory Note Agreement [Member] | Vendor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant expiration period | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 15.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.05 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory Note Agreement [Member] | Four Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 125,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant expiration period | 5 years | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 15.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.05 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory Note Agreement [Member] | Three Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 250,000 | $ 125,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant expiration period | 5 years | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 15.00% | 15.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.05 | $ 0.05 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 2,000,000 | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory Note Agreement [Member] | Two Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 250,000 | $ 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant expiration period | 5 years | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 15.00% | 15.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.05 | $ 0.05 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 2,000,000 | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Test Vehicle Financing [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 5.99% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financing agreements description | Interest rate of 9.92% payable monthly over 6 years | Bearing an interest rate of 9.92% payable monthly over a 5-year period. | Bearing interest at 5.99% payable monthly over five years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financing cost of one test vehicle | $ 44,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
LGH Investments, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 162,700 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt in default, description | 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. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 162,700 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Paycheck Protection Program [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from Loans | $ 52,612 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 1.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Term of loan | 2 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable - related party | 21,641 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
October Convertible Note [Member] | Restricted Shares [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 115,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 350,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt in default, description | In the event of default, the interest rate will be 24% per annum or the highest rate of interest permitted by law | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion description | 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 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 11,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ (126,500) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Oct. 2, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
July Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 168,300 | $ 168,300 | $ 168,300 | $ 168,300 | $ 168,300 | $ 168,300 | $ 168,300 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Partial conversion amount | $ 20,000 | $ 20,000 | $ 15,000 | $ 20,000 | $ 23,000 | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion converted instrument, shares issued | 3,921,569 | 3,174,603 | 2,238,806 | 7,142,857 | 5,111,111 | 4,444,444 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion converted amount | $ 72,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
May Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt in default, description | 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. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 10,000 | 21,270 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Dec. 13, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 165,000 | $ 179,950 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Partial conversion amount | $ 8,840 | $ 17,920 | $ 23,120 | $ 17,400 | $ 22,400 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion converted instrument, shares issued | 6,500,000 | 5,000,000 | 8,500,000 | 15,000,000 | 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion converted amount | $ 179,630 | $ 179,950 | $ 179,950 | $ 179,630 | $ 179,950 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Terms of conversion feature | 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. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
November Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 126,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt in default, description | In the event of default, the interest rate will be 24% per annum or the highest rate of interest permitted by law | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion description | 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 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 13,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Nov. 6, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion converted instrument, shares issued | 2,352,941 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion converted amount | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ (141,000) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
December Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 138,000 | $ 144,313 | $ 103,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt in default, description | In the event of default, the interest rate will be 18% per annum or the highest rate of interest permitted by law. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 14,000 | $ 6,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 109,000 | $ 203,643 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 152,000 | 144,313 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 22.00% | 8.00% | 22.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price, description | 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 28% discount to the lowest Volume Weighted Average Prices (VWAP) during the 10 trading days preceding the conversion date | 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. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount rate | 150.00% | 150.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
August Convertible Note [Member] | Convertible Note Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 115,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt in default, description | In the event of default, the interest rate will be 24% per annum or the highest rate of interest permitted by law | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion description | 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 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 11,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ (126,500) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 28, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
August Convertible Note [Member] | Eagle Equities, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 6,300 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 126,500 | $ 58,300 | $ 93,565 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 63,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 22.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Partial conversion amount | $ 40,151 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion converted instrument, shares issued | 3,924,883 | 3,325,335 | 4,460,094 | 10,282,003 | 2,067,880 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price, description | Converted into shares of CoolTech’s common stock at a 29% discount to the average of the three lowest Volume Weighted Average Prices (VWAP) during the 10 trading days preceding the conversion date | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount rate | 150.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion converted amount | $ 23,408 | $ 25,000 | $ 31,667 | $ 11,746 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
January Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 36,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 40,000 | 40,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | May 1, 2019 | Jul. 30, 2020 | Jan. 1, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 4,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion converted instrument, shares issued | 5,128,000 | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.0125 | $ 0.025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price, description | 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. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion converted amount | $ 64,100 | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Default terms, description | 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 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Retirement of debt | $ 226,600 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
January Convertible Note [Member] | Restricted Shares [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 800,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
UPT Minority Owner [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable - related party | $ 80,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Minority interest percentage | 5.00% | 5.00% |
Derivative Liability (Details)
Derivative Liability (Details) - Derivative liability [Member] | 6 Months Ended |
Jun. 30, 2020 | |
Dividend yield | 0.00% |
Minimum [Member] | |
Volatility | 106.40% |
Risk-free interest rate | 0.01% |
Expected life (years) | 26 days |
Maximum [Member] | |
Volatility | 554.90% |
Risk-free interest rate | 2.42% |
Expected life (years) | 1 year 1 month 21 days |
Derivative Liability (Details 1
Derivative Liability (Details 1) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Level 3 [Member] | |
Convertible debt and other derivative liabilities, Beginning balance | $ 712,921 |
Conversions of convertible debt | (688,469) |
Issuance of convertible debt and other derivatives | 321,633 |
Change in fair value | 173,865 |
Convertible debt and other derivative liabilities, Ending balance | 519,950 |
Level 1 [Member] | |
Convertible debt and other derivative liabilities, Beginning balance | 0 |
Conversions of convertible debt | 0 |
Change in fair value | 0 |
Issuance of convertible debt and other derivatives | 0 |
Convertible debt and other derivative liabilities, Ending balance | 0 |
Level 2 [Member] | |
Convertible debt and other derivative liabilities, Beginning balance | 0 |
Conversions of convertible debt | 0 |
Change in fair value | 0 |
Issuance of convertible debt and other derivatives | 0 |
Convertible debt and other derivative liabilities, Ending balance | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - Securities and Exchange Commission Settlement [Member] | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Loan payable | $ 50,000 |
Settlement amount | $ 75,000 |
Equity (Details)
Equity (Details) | 6 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | |
Number of Warrants Forfeited or cancelled | (900,000) |
Warrants One [Member] | |
Number of Warrants Outstanding, Beginning | 45,514,168 |
Number of Warrants Granted | 0 |
Number of Warrants Forfeited or cancelled | (14,095,833) |
Number of Warrants Outstanding, Ending | 31,418,335 |
Number of Warrants Exercisable, Ending | 31,418,335 |
Weighted Average Exercise Price | |
Weighted Average Exercise Price, Outstanding Beginning | $ / shares | $ 0.12 |
Weighted Average Exercise Price Granted | $ / shares | 0 |
Weighted Average Exercise Price Forfeited or cancelled | $ / shares | 0.15 |
Weighted Average Exercise Price, Outstanding Ending | $ / shares | 0.10 |
Weighted Average Exercise Price, Exercisable Ending | $ / shares | $ 0.10 |
Weighted-average Remaining Life (Years) | |
Weighted Average Remaining Life Outstanding, Beginning | 1 year 1 month 6 days |
Weighted Average Remaining Life Outstanding, Ending | 9 months 18 days |
Weighted Average Remaining Life Exercisable, Ending | 9 months 18 days |
Aggregate Intrinsic Value | |
Value Outstanding, Beginning | $ | $ 0 |
Value Outstanding, Ending | $ | 0 |
Value Exercisable, Ending | $ | $ 0 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Feb. 13, 2020 | Sep. 13, 2019 | May 08, 2017 | Aug. 12, 2016 | Jan. 25, 2019 | Jun. 30, 2020 | Dec. 31, 2019 |
Class of shares entitled to vote description | Series B Stock being entitled to 66 2/3% of the total votes on all such matters | ||||||
Description of change in authorized share capital | From 500,000,000 shares to 1,000,000,000 shares. | From 350,000,000 shares to 500,000,000 shares | |||||
Common stock shares issuable | 494,697 | 494,697 | |||||
Conversion price, description | 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. | ||||||
Series B Preferred Stock [Member] | |||||||
Conversion of stock, shares converted | 909,090 | ||||||
Common stock shares issued upon conversion of preffered stock | 909,090 | ||||||
Preferred stock shares issued | 2,727,270 | ||||||
Preferred stock shares outstanding | 2,727,270 | ||||||
Preferred stock issuable | 0 | ||||||
Preferred Stock | |||||||
Preferred Stock Liquidation Price per share | $ 2,500 | ||||||
Preferred Stock | Securities Purchase Agreement [Member] | Warrants [Member] | |||||||
Purchase of warrants | 3,636,360 | ||||||
Warrant exercise price | $ 0.07 | ||||||
Purchase price | $ 200,000 | ||||||
Purchase price paid in cash | 150,000 | ||||||
Purchase price paid in services | $ 50,000 | ||||||
CoolTech [Member] | |||||||
Preferred stock shares authorized | 15,000,000 | ||||||
Description of contractual term of warrant | 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 | ||||||
Accredited Investors [Member] | Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||
Preferred stock shares issued | 3,636,360 | ||||||
Conversion price | $ 0.055 | ||||||
Series A Preferred Stock [Member] | |||||||
Preferred stock shares issued | 3 | ||||||
Preferred stock shares outstanding | 3 | ||||||
Series A Preferred Stock [Member] | KHIC, Inc [Member] | |||||||
Conversion of stock, shares converted | 3 | ||||||
Common stock shares issued upon conversion of preffered stock | 50,000 |
Share-based payments (Details)
Share-based payments (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based payments | ||
Nonemployee warrants - fully-vested upon issuance | $ 0 | $ 32,624 |
Total share-based expense charged against income | $ 0 | $ 32,624 |
Impact on net loss per common share: Basic and diluted | $ 0 | $ 0 |
Share-based payments (Details 1
Share-based payments (Details 1) | 6 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | |
Share-based payments | |
Shares Outstanding, Beginning | 9,735,836 |
Granted | |
Forfeited or expired | (900,000) |
Shares Outstanding, Ending | 8,835,836 |
Shares Exercised | 8,835,836 |
Beginning balance | $ / shares | $ 0.36 |
Ending balance | $ / shares | 0.09 |
Exercisable | $ / shares | $ 0.09 |
Beginning balance | 1 year 3 months 18 days |
Ending balance | 10 months 24 days |
Exercisable, Ending | 10 months 24 days |
Beginning balance | $ | $ 2,000 |
Ending balance | $ | 0 |
Exercisable | $ | $ 0 |
Share-based payments (Details N
Share-based payments (Details Narrative) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based payments | |
Common stock warrants contractual term | 5 years |
Net Loss per Share (Details)
Net Loss per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Net Loss per Share | ||||
Net loss available for stockholders | $ (648,343) | $ (1,363,177) | $ (1,464,768) | $ (2,194,429) |
Weighted average outstanding shares of common stock | 399,587,534 | 234,366,883 | 367,218,079 | 227,750,844 |
Dilutive effect of stock options and warrants | ||||
Common stock and equivalents | 399,587,534 | 234,366,883 | 367,218,079 | 227,750,844 |
Net loss per share - Basic and diluted | $ 0 | $ (0.01) | $ 0 | $ (0.01) |
Net Loss per Share (Details 1)
Net Loss per Share (Details 1) - shares | Jun. 30, 2020 | Jun. 30, 2019 |
Outstanding stock options and common stock warrants | 173,769,522 | 110,897,261 |
Outstanding stock options and common stock warrants exercisable | 169,274,825 | 112,402,564 |
Convertible preferred stock [Member] | ||
Outstanding stock options and common stock warrants | 2,877,270 | 2,877,270 |
Convertible notes [Member] | ||
Outstanding stock options and common stock warrants | 98,025,667 | 31,285,755 |
Stock Option [Member] | ||
Outstanding stock options and common stock warrants | 4,000,000 | 4,000,000 |
Common stock warrants [Member] | ||
Outstanding stock options and common stock warrants | 68,371,888 | 72,239,539 |
Common Stock Issuable [Member] | ||
Outstanding stock options and common stock warrants | 494,697 | 494,697 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 03, 2020 | Feb. 13, 2020 | Sep. 13, 2019 | Sep. 15, 2020 | Aug. 10, 2020 | Jun. 30, 2020 | Jun. 29, 2020 | Dec. 31, 2019 |
Description of change in authorized share capital | From 500,000,000 shares to 1,000,000,000 shares. | From 350,000,000 shares to 500,000,000 shares | ||||||
Common stock shares issued | 421,676,611 | 267,450,017 | ||||||
Convertible note conversion description | 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. | |||||||
Promissory Note Agreement [Member] | ||||||||
Convertible debt | $ 85,000 | |||||||
Subsequent Event [Member] | Accredited Investor [Member] | ||||||||
Original issue discount | $ 8,500 | |||||||
Convertible debt | $ 85,000 | |||||||
Maturity date | Aug. 3, 2020 | |||||||
Total debt amount | $ 93,500 | |||||||
Interest rate, debt default | 18.00% | |||||||
Subsequent Event [Member] | Promissory Note Agreement [Member] | Restricted Shares [Member] | ||||||||
Common stock shares issued | 1,000,000 | |||||||
Proceeds from issuance of convertible debt | $ 60,000 | |||||||
Original issue discount | 6,000 | |||||||
Convertible debt | $ 66,000 | |||||||
Maturity date | Apr. 15, 2021 | |||||||
Convertible note conversion description | 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. | |||||||
Debt in default, description | 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. | |||||||
Subsequent Event [Member] | Nevada Secretary Of State [Member] | ||||||||
Description of change in authorized share capital | 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. |