Form 8-K - Current report

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

Form 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 26, 2024

 

KULR TECHNOLOGY GROUP, INC.

(Exact name of the registrant as specified in its charter)

 

Delaware		001-40454		81-1004273
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

555 Forge River Road, Suite 100, Webster, Texas 77598

(Address of principle executive offices) (Zip code)

 

Registrant’s telephone number, including area code: [phone]

 

N/A

(Former name or address if changed since last report)

 

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 (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14D-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
Common Stock		KULR		NYSE American LLC

 

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

 

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. ¨

 

 

  

 

 

 

Item 1.01

Entry into a Material Definitive Agreement.

 

On December 26, 2024, KULR Technology Group, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the At The Market Offering Agreement (the “Sales Agreement”) with Craig-Hallum Capital Group LLC (the “Agent”), entered into on July 3, 2024, to provide that the Agent’s compensation payable under the Sales Agreement shall be 2.5% of gross proceeds of any sales of shares of common stock sold under the Sales Agreement.

 

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 8.01

Other Events.

 

On December 26, 2024, the Company increased the maximum aggregate offering amount of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) issuable under the Sales Agreement by an additional $50,000,000 and filed a prospectus supplement (the “Current Prospectus Supplement”) under the Sales Agreement for an aggregate of $50,000,000. A copy of the legal opinion as to the legality of the $50,000,000 of shares of Common Stock issuable under the Sales Agreement and covered by the Current Prospectus Supplement is filed as Exhibit 5.1 attached hereto.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit   No.		Description
5.1		Opinion of Sichenzia Ross Ference Carmel LLP
10.1		Amendment Agreement dated December 26, 2024
23.1		Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

 

 

 

 

SIGNATURES

 

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

 

	KULR TECHNOLOGY GROUP, INC.
Date: December 26, 2024	By:	/s/ Michael Mo
		Michael Mo
		Chief Executive Officer

 

 

 

 

Exhibit 5.1

 

 

 

December 26, 2024

 

KULR Technology Group, Inc.

555 Forge River Road, Suite 100

Webster, Texas 77598

 

Re:	Prospectus Supplement to the Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel to KULR Technology Group, Inc., a Delaware corporation (the “Company”), in connection with (i) the Registration Statement on Form S-3 (File No. 333-280694) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on July 3, 2024, pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and declared effective on December 26, 2024, relating to the registration by the Company of, among other things, common stock, par value $0.0001 per share (the “Common Stock”), which may be issued from time to time as set forth in the Registration Statement and the prospectus contained therein; and (ii) the At-The-Market Offering Agreement dated July 3, 2024 (the “Sales Agreement”) by and between the Company and Craig-Hallum Capital Group LLC (the “Agent”), pursuant to which the Company may offer and sell, from time to time through the Agent up to $50.0 million in shares of Common Stock (the “Shares”), pursuant to the Registration Statement, and the prospectus contained therein as supplemented by the prospectus supplement dated December 26, 2024 and further supplemented by the prospectus supplement dated December 26, 2024, filed with the Commission pursuant to Rule 424(b) promulgated under the Securities Act (the “Prospectus Supplement”).

 

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

 

The opinion expressed below is limited to the federal securities laws of the United States of America and the laws of the state of Delaware. We express no opinion as to the effect on the matters covered by the laws of any other jurisdiction.

 

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold in the manner described in the Registration Statement, the Prospectus Supplement and the Sales Agreement will be validly issued, fully paid and non-assessable.

 

We hereby consent to the filing of this opinion to the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2024 and which is incorporated by reference in the Registration Statement and the Prospectus Supplement. We also hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

 

Very truly yours,
/s/ Sichenzia Ross Ference Carmel LLP
Sichenzia Ross Ference Carmel LLP

 

 

 

Exhibit 10.1

 

December 26, 2024

 

KULR Technology Group, Inc.

555 Forge River Road, Suite 100

Webster, Texas 77598

Attention: Michael Mo, Chief Executive Officer

 

Dear Mr. Mo:

 

Reference is made to the At The Market Offering Agreement, dated as of July 3, 2024 (the “ATM Agreement”), between KULR Technology Group, Inc. (the “Company”) and Craig-Hallum Capital Group LLC (“Craig-Hallum”). This letter (the “Amendment”) constitutes an agreement between the Company and Craig-Hallum to amend the ATM Agreement as set forth herein. Defined terms that are used but not defined herein shall have the meanings ascribed to such terms in the ATM Agreement.

 

1.         The defined term “Agreement” in the ATM Agreement is amended to mean the ATM Agreement as amended by this Amendment.

 

2.         The defined term “Registration Statement” in the ATM Agreement is amended and restated as follows:

 

““Registration Statement” shall mean, collectively, (i) for the period from July 3, 2024 until December 26, 2024, the shelf registration statement (File No. 333-257697) on Form S-3 (the “First Registration Statement”) that was initially declared effective on July 13, 2021 and (ii) for the period from the date and time of the effectiveness of such shelf registration statement and thereafter, the shelf registration statement (File No. 333-280694) on Form S-3 that was initially filed on July 3, 2024 with the Commission and that was filed prior to the expiration date of the First Registration Statement and that has been declared effective by the Commission, including exhibits and financial statements and any prospectus supplement relating to the Shares that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective, shall also mean such registration statement as so amended.”

 

3.         The first sentence of Section 2(b)(v) of the ATM Agreement is hereby amended and restated as follows:

 

“The compensation to the Manager for sales of the Shares under this Section 2(b) shall be a placement fee of 2.5% of the gross sales price of the Shares sold pursuant to this Section 2(b) (“Broker Fee”).”

 

 

 

 

4.        Except as expressly set forth herein, all of the terms and conditions of the ATM Agreement shall continue in full force and effect after the execution of this Amendment and shall not be in any way be changed, modified or superseded by the terms set forth herein.

 

5.        This Amendment may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement. Counterparts may be delivered via electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

[remainder of page intentionally left blank]

 

2

 

 

In acknowledgment that the foregoing correctly sets forth the understanding reached by the Company and Craig-Hallum, please sign in the space provided below, whereupon this Amendment shall constitute a binding amendment to the ATM Agreement as of the date indicated above.

 

	Very truly yours,
	CRAIG-HALLUM CAPITAL GROUP LLC
	By:	/s/ Rick Hartfiel
	Name:  Rick Hartfiel
	Title:    Head of Investment Banking

 

Accepted and Agreed:
kulr technology group, Inc.
By:	/s/ Michael Mo
Name: Michael Mo
Title:   CEO

 

[Signature Page to Amendment to KULR ATM Agreement]

 

3

 

Cover	Dec. 26, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 26, 2024
Entity File Number	001-40454
Entity Registrant Name	KULR TECHNOLOGY GROUP, INC.
Entity Central Index Key	0001662684
Entity Tax Identification Number	81-1004273
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	555 Forge River Road
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Webster
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77598
City Area Code	408
Local Phone Number	663-5247
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	KULR
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false

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