Securities Registration: Employee Benefit Plan (s-8)
October 09 2018 - 4:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
KULR
Technology Group, Inc.
(Exact name of issuer as specified in its
charter)
Delaware
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81-1004273
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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14440 Big Basin Way #12
Saratoga, California 95070
(Address of Principal Executive Offices
and Zip Code)
2018 KULR
TECHNOLOGY GROUP EQUITY
Incentive
PLAN
(Full title of the plan)
Michael Mo
14440 Big Basin Way, #12
Saratoga, CA 95070
(Name and address of agent for service)
Copies of all communications, including
all communications
sent to agent for service to:
Jay Yamamoto, Esq.
Sichenzia Ross Ference LLP
1185 Avenue of the Americas, 37
th
Floor
New York, NY 10036
(212) 930-9700 (telephone)
(212) 930-9725 (fax)
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”,
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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Accelerated filer
¨
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Non-accelerated filer
x
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Smaller reporting company
x
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Emerging Growth Company
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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.
¨
CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM
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PROPOSED
MAXIMUM
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TITLE OF
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AMOUNT TO
BE
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OFFERING
PRICE PER
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AGGREGATE
OFFERING
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AMOUNT OF
REGISTRATION
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SECURITIES TO BE REGISTERED
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REGISTERED
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SHARE(2)
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PRICE
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FEE
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Common Stock, $.0001 PAR VALUE(1)
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5,000,000
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$
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2.70
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$
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13,500,000
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$
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1,636.20
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Total
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5,000,000
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$
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2.70
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$
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13,500,000
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$
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1,636.20
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(1) Represents the maximum aggregate number
of shares presently issuable under the KULR Technology Group, Inc.’s 2018 KULR Technology Group Equity Incentive Plan. Pursuant
to Rule 416 promulgated under the Securities Act of 1933, as amended, there are also registered hereunder such indeterminate number
of additional shares as may be issued after the date hereof to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(2) Computed pursuant to Rule 457(c) and
(h) solely for purposes of calculating the registration fee. The maximum price per share and the maximum aggregate offering price
are based on the average of the $2.70 (high) and $2.70 (low) sale price of the Registrant's common stock as reported on the OTC
Markets on October 4, 2018, which date is within five business days prior to filing this Registration Statement.
PART 1
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
ITEM 1. PLAN INFORMATION.
KULR Technology Group, Inc. ("we",
"us", "our", the “Company”, or "KULR") will provide each participant (the "Recipient")
with documents that contain information related to our 2018 KULR Technology Group Equity Incentive Plan and other information including,
but not limited to, the disclosure required by Item 1 of Form S-8, which information is not filed as a part of this Registration
Statement on Form S-8 (the "Registration Statement"). The foregoing information and the documents incorporated by reference
in response to Item 3 of Part II of this Registration Statement taken together constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act. A Section 10(a) prospectus will be given to each Recipient who receives common shares covered
by this Registration Statement, in accordance with Rule 428(b)(1) under the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
We will provide to each Recipient a written
statement advising them of the availability of documents incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section 10(a) prospectus) and of documents required to be delivered pursuant
to Rule 428(b) under the Securities Act without charge and upon written or oral notice by contacting:
Michael Mo
Chief Executive Officer
14440 Big Basin Way, #12
Saratoga, CA 95070
408-663-5247
INFORMATION REQUIRED BY PART I TO BE CONTAINED
IN SECTION 10(a) PROSPECTUS IS OMITTED FROM THE REGISTRATION STATEMENT IN ACCORDANCE WITH RULE 428 UNDER THE SECURITIES ACT OF
1933, AND NOTE TO PART I OF FORM S-8.
PART II
INFORMATION NOT REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Securities and Exchange Commission
(“SEC”) allows us to incorporate by reference certain of our publicly filed documents into this prospectus, which means
that such information is considered part of this prospectus. Information that we file with the SEC subsequent to the date of this
prospectus will automatically update and supersede this information. We incorporate by reference the documents listed below and
any future filings made with the SEC under all documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until the Selling Stockholders have sold all of the shares offered hereby or such shares
have been deregistered.
The following documents filed with the
SEC are incorporated herein by reference:
(a) The
Registrant’s latest Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) or latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended
(the “Securities Act”), that contains audited financial statements for the Registrant’s latest fiscal year for
which such statements have been filed;
(b) All
other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s
latest annual report or prospectus referred to in (a) above; and
(c) The
description of the Registrant’s Common Stock incorporated herein by reference from the Company’s Registration Statement
on Form 10 (File No. 000-55564, initially filed January 7, 2016) as amended, including any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed with the
Commission by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities
then remaining unsold under this Registration Statement, shall be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such earlier statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
No expert or counsel named in this prospectus
as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being
registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency
basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the Registrant
or any of its parents or subsidiaries.
ITEM 6. INDEMNIFICATION OF DIRECTORS
AND OFFICERS.
Our bylaws provide that we may indemnify
any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason
of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses
incurred or paid by our directors, officers or controlling persons in the successful defense of any action, suit or proceedings,
is asserted by such director, officer, or controlling person in connection with any securities being registered, we will, unless
in the opinion of our counsel the matter has been settled by controlling precedent, submit to court of appropriate jurisdiction
the question whether such indemnification by us is against public policy as expressed in the Act and will be governed by the final
adjudication of such issues.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
ITEM 8. EXHIBITS.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required
by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement;
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, Paragraphs (a)(1)(i)
and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration
statement;
(2) That, for the purpose of determining
any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) For purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Saratoga, California, on October 9, 2018.
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KULR Technology Group, Inc.
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By:
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/s/ Michael Mo
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Michael Mo
Chief Executive Officer
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Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the
dates indicated.
Date: October 9, 2018
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/s/ Simon Westbrook
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Simon Westbrook
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Chief Financial Officer
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Date: October 9, 2018
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/s/ Michael Mo
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Michael Mo
Chief Executive Officer
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Date: October 9, 2018
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/s/ Dr. Timothy Knowles
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Dr. Timothy Knowles
Director, Chief Technical Officer and Secretary
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