Debt | Note 3 – Debt Debt consists of the following: June 30, 2023 December 31, 2022 Notes payable $ 1,359,000 $ 1,362,050 Notes payable in default 1,078,500 1,078,500 Convertible notes payable 949,357 1,232,872 Vehicle financing 17,627 25,158 Advances from related parties 70,906 56,462 Note payable – UPT minority owner 100,000 100,000 3,575,390 3,855,042 Debt discount (40,248 ) (201,340 ) 3,535,142 3,653,702 Less: current portion 3,526,328 3,644,627 Long-term portion $ 8,814 $ 9,075 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. As per the terms of the note, interest will continue to accrue at 15% per annum until paid in full. 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. As per the terms of the note, interest will continue to accrue at 15% per annum until paid in full. 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. As per the terms of the note, interest will continue to accrue at 15% per annum until paid in full. 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 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 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. 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. 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 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 based upon receipt of insurance-related debt and/or surety bond financing on or before the one-year anniversary. 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 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. On July 3, 2020, the Company entered into 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 was due on August 3, 2020. In the event of default, the outstanding balance will accrue interest of either 18% or the 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 January 11, 2023, the Company signed a promissory note agreement with an accredited investor for $30,000. The note bears an interest rate of 0% and shall be paid in full by July 10, 2023. On July 9, 2023, the investor amended the agreement, extending the maturity date through August 31, 2023. In the event of a default, the outstanding balance shall bear an interest rate of 18% or the maximum rate permitted by law. On February 15, 2023, the Company signed a promissory note agreement with an accredited investor. It received $28,000. The note bears an interest rate of 0% and shall be paid in full by August 14, 2023. On July 26, 2023, the investor amended the agreement, extending the maturity date through August 31, 2023. In the event of a default, the outstanding balance shall bear an interest rate of 18% or the maximum rate permitted by law. On March 6, 2023, the Company signed a promissory note agreement with an accredited investor. It received $30,000. The note bears an interest rate of 0% and shall be paid in full by September 2, 2023. In the event of a default, the outstanding balance shall bear an interest rate of 18% or the maximum rate permitted by law. On May 15, 2023, the Company signed a promissory note agreement with an accredited investor. It received $35,000. The note bears an interest rate of 0% and shall be paid in full by November 11, 2023. In the event of a default, the outstanding balance shall bear an interest rate of 18% or the maximum rate permitted by law. Convertible notes payable February Convertible Note March Convertible Note March Convertible Note -- July Convertible Note August Convertible Note September Convertible Note October Convertible Note October Convertible Note December Convertible Note January Convertible Note Test Vehicle Financing In July 2018, CoolTech traded in one test vehicle and purchased another bearing an interest rate of 9.92% payable in monthly installments of $838 over 6 years. 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 in monthly installments of $836 over a 5-year period. Note payable – UPT minority owner A promissory note is held by the 5% minority owner of UPT. 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, 2022 25,400,000 $ 0.05 1.3 $ 25,600 Granted -- -- -- Forfeited or expired -- -- -- Exercised -- -- -- -- Outstanding, June 30, 2023 25,400,000 0.05 1.1 -- Exercisable, June 30, 2023 25,400,000 $ 0.05 1.1 $ -- Transactions with Related Parties The advances from related parties in the amounts of $70,906 and $56,462 as of June 30, 2023 and December 31, 2022, respectively, are held by two of the Company’s officers and the estate of a former officer. They relate to unreimbursed expenses. The note payable - UPT minority owner, in the amount of $100,000, 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, 2023 $ 3,566,576 2024 8,814 $ 3,575,390 |