Cool Technologies, Inc. (OTCMKTS:WARM) Files An 8-K Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

Item 4.02 Non-Reliance of Previously Issued Financial Statements
or Related Audit Report or Completed Interim Review

On April 5, 2017, the Company was advised by its independent
registered public accounting firm, Anton Chia, LLP (Anton), that
due to errors described in this Item 4.02, disclosure should be
made and action taken to prevent future reliance on its
previously filed 10-Q for the quarter ended September 30, 2016.
On April 12, 2017, management concluded, following discussion
with Anton , that the Companys Form 10-Q for fiscal quarter
ending September 30, 2016 did not properly represent a
reclassification of common share equivalents to derivative
liabilities as a result of insufficient authorized but unissued
shares. The estimated financial impact of this adjustment is an
$8,285,484 increase to derivative liability and corresponding
reduction to additional paid-in capital. Despite being a
non-cash, balance sheet adjustment, an amended filing is
necessary because the reclassification is material.

In light of the error identified above, the Companys previously
filed financial statements and other financial information for
the quarter ending September 30, 2016 should no longer be relied
upon.

The Company is completing its review of these matters described
in Item 4.02 and intends to file an amended Form 10-Q for the
fiscal quarter ended September 30, 2016 with restated
consolidated financial statements as soon as practicable. In the
amended Form 10-Q, Item 1 of Part 1 Financial Information
(specifically, the condensed consolidated balance sheets and
statement of cash flows) and Item 2 of Part 1 Managements
Discussion and Analysis of Financial Condition and Result of
Operations, will reflect the appropriate classification of common
share equivalents as derivative liabilities rather than
additional paid-in capital. The Company has provided its
independent registered accounting firm with a copy of the
disclosures it is making in this Item 4.02 and has requested such
accounting firm furnish a letter addressed to the Securities and
Exchange Commission stating whether it agrees with disclosure. A
copy of such letter is filed as Exhibit 7.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d) exhibits

About Cool Technologies, Inc. (OTCMKTS:WARM)

Cool Technologies, Inc., formerly HPEV, Inc., is engaged in developing and commercializing dispersion technologies in various product platforms. The Company is also engaged in developing and commercializing an electric load assist technology around which it has designed a vehicle retrofit system. Its application process is Totally Enclosed Heat Pipe Cooled technology (TEHPC). The markets for products utilizing its technology include consumer, industrial and military markets, both in the United States and across the world. Its initial target markets include those involved in moving materials and moving people, such as motors/generators, mobile auxiliary power, compressors, turbines, bearings, electric vehicles, brakes/rotors/calipers, pumps/fans, passenger vehicles, commercial vehicles, military and marine. The Company’s technologies are divided into categories, which include heat dispersion technology, mobile electric power and electric load assist. It has not generated any revenues.

Cool Technologies, Inc. (OTCMKTS:WARM) Recent Trading Information

Cool Technologies, Inc. (OTCMKTS:WARM) closed its last trading session up +0.012 at 0.255 with 680,526 shares trading hands.