UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 22, 2020 (April 16, 2020)

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Cool Holdings, Inc.
(Exact name of registrant as specified in its charter)

Commission File Number: 001-32217

2001 NW 84^th Avenue

Miami, FL 33122
(Address of principal executive offices, including zip code)

(786) 254-6709
(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On April 16, 2020, Cool Holdings Inc. (the “Company”) entered into a Promissory Note for $3,098,000 (the “Note”) with City National Bank of Florida (“Lender”) pursuant to the U.S. Small Business Administration Paycheck Protection Program under Title I of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act passed by Congress and signed into law on March 27, 2020.  The Note is unsecured, bears interest at 1% per annum, with interest deferred for the first six months, and matures in two years.  The principal is payable in equal monthly installments, with interest, beginning on the 10^th day of the first month after the interest deferment period.  Subject to compliance with applicable provisions of the CARES Act, the Company may apply to Lender for forgiveness of the principal amount of the Note in an amount equal to the sum of the following costs incurred by the Company during the 8-week period after the first disbursement of the Note: (i) payroll, (ii) rent and (iii) utilities.  Not more than 25% of the amount forgiven can be attributable to non-payroll costs.

Additionally, certain acts of the Company, including but not limited to: (i) the failure to pay any taxes when due, (ii) becoming the subject of a proceeding under any bankruptcy or insolvency law, (iii) making an assignment for the benefit of creditors, or (iv) reorganizing, merging, consolidating or otherwise changing ownership or business structure without Lender’s prior written consent, are considered events of default which grant Lender the right to seek immediate payment of all amounts owing under the Note.

The foregoing is a summary of certain material terms and conditions of the Note, and is not a complete description thereof. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Note, attached hereto as Exhibits 10.1, which is incorporated herein by reference.

The information disclosed in Item 1.01 of this Current Report on Form 8-K regarding the Note is incorporated herein by reference into this Item 2.03.

(d)       Exhibits.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.