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): January 24, 2025

 

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 8.01

Other Events.

 

On January 24, 2025, KULR Technology Group, Inc. (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 At The Market Offering Agreement (the “Sales Agreement”) with Craig-Hallum Capital Group LLC, dated July 3, 2024, as amended on December 26, 2024, from $50,000,000 to $100,000,000 and filed a prospectus supplement (the “Current Prospectus Supplement”) under the Sales Agreement for an aggregate of $50,000,000.

 

Prior to the date hereof, the Company sold shares of Common Stock having an aggregate sales price of approximately $96,000,000 under the Sales Agreement. 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
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: January 24, 2025	By:	/s/ Michael Mo
		Michael Mo
		Chief Executive Officer

 

 

 

Exhibit 5.1

 

 

 

January 24, 2025

 

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 the filing by the Company with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s Registration Statement on Form S-3 (File No. 333-257697) (the “2021 Registration Statement”), the prospectus supplement dated July 3, 2024, supplementing the prospectus contained in the 2021 Registration Statement, the prospectus supplement dated December 4, 2024, supplementing the prospectus contained in the 2021 Registration Statement, the Company’s Registration Statement on Form S-3 (File No. 333-280694), as filed on December 26, 2024 (the “2024 Registration Statement”), the prospectus supplement dated December 26, 2024, supplementing the prospectus contained in the 2024 Registration Statement, and the prospectus supplement dated January 24, 2025, supplementing the prospectus contained in the 2024 Registration Statement (the “Prospectus Supplement” and, together with such base prospectus, the “ATM Prospectus”), relating to the Company’s at-the-market offering (the “Offering”) of an aggregate of $50,000,000 of the Company’s common stock, par value $0.0001 per share (the “Shares”) in an at the market offering pursuant to the at the market offering agreement, dated July 3, 2024 and as amended on December 26, 2024 (the “Sales Agreement”), between the Company and Craig-Hallum Capital Group, LLC.

 

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 2024 Registration Statement, the ATM Prospectus, 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 January 24, 2025 and which is incorporated by reference in the 2024 Registration Statement and the ATM Prospectus. We also hereby consent to the reference to our firm under the caption “Legal Matters” in the ATM Prospectus. 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

 

 

 

Cover	Jan. 24, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 24, 2025
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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