AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON JULY 11, 2019
REGISTRATION NO. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
KULR TECHNOLOGY
GROUP, INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
81-1004273
I.R.S. Employer Identification Number
1999 S. Bascom
Ave., Suite 700
Campbell, California
95008
Telephone: 408-663-5247
(Address, including zip code, and telephone
number, including area code of registrant’s principal executive offices)
Michael Mo
Chief Executive
Officer
KULR Technology
Group, Inc.
1999 S. Bascom
Ave., Suite 700
Campbell, California
95008
Telephone: 408-663-5247
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
Jay Yamamoto, Esq.
Sichenzia Ross
Ference LLP
1185 Avenue of
the Americas, 37
th
Floor
New York, NY 10036
(212) 930-9700
Approximate date of commencement of proposed
sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:
¨
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment plants, check the following box:
x
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
¨
If this Form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
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. (Check one):
¨
Large accelerated filer
¨
Accelerated filer
x
Non-accelerated filer
x
Smaller reporting company
¨
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 7(a)(2)(B) of Securities Act.
¨
CALCULATION OF REGISTRATION FEE
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Proposed
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Proposed
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maximum
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Amount
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maximum
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aggregate
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Amount of
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Title of each class of
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to be
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offering price
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offering
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registration
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Securities to be registered
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registered
(1)
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per unit
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price
(2)
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fee
(3)
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Common stock, par value $0.001 per share
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—
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—
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—
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Preferred stock, par value $0.001 per share
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—
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—
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—
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—
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Warrants(4)
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—
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—
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—
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—
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Units(5)
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—
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—
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—
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Total
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$
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50,000,000
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$
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6,060
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(1)
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There are being registered hereunder such indeterminate number of securities of each identified class of securities up to a proposed aggregate offering price not to exceed $50,000,000. The securities registered also include such indeterminate prices and numbers of securities as may be issued upon conversion of or exchange for or exercise of any securities registered hereunder, including under any applicable anti-dilution provisions.
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(2)
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In no event will the aggregate offering price of all securities issued from time to time pursuant to this registration statement exceed $50,000,000.
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(3)
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Calculated pursuant to Rule 457(o) under the Securities Act. The total amount is being paid herewith.
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(4)
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Includes warrants to purchase common stock and warrants to purchase preferred stock.
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(5)
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Any of the securities registered hereunder may be sold separately, or as units with other securities registered hereby. We will determine the proposed maximum offering price per unit when we issue the above listed securities. The proposed maximum per unit and aggregate offering prices per class of securities will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered under this registration statement and is not specified as to each class of security pursuant to General Instruction II.D of Form S-3 under the Securities Act.
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The registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment
which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
The information in this
prospectus is not complete and may be changed. We may not sell these securities until the registration statement relating to these
securities that has been filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
(Subject to Completion, Dated
July 11, 2019)
PROSPECTUS
$50,000,000
KULR Technology Group, Inc.
Common Stock
Preferred Stock
Warrants
Units
We may from time to
time, in one or more offerings at prices and on terms that we will determine at the time of each offering, sell common stock, preferred
stock, warrants, or a combination of these securities, or units, for an aggregate initial offering price of up to $50,000,000.
This prospectus describes the general manner in which our securities may be offered using this prospectus. Each time we offer and
sell securities, we will provide you with a prospectus supplement that will contain specific information about the terms of that
offering. Any prospectus supplement may also add, update, or change information contained in this prospectus. You should carefully
read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated
by reference in this prospectus before you purchase any of the securities offered hereby.
This prospectus may
not be used to offer and sell securities unless accompanied by a prospectus supplement.
Our
Common Stock is quoted on the OTC Markets Group, Inc.’s OTCQB tier under the symbol “KULR.” On July 10,
2019, the closing price of our Common Stock was $1.88 per share. As of the date of this prospectus, none of the other
securities that we may offer by this prospectus is listed on any national securities exchange or automated quotation
system.
The securities offered
by this prospectus involve a high degree of risk. See “Risk Factors” beginning on page 10, in addition to Risk Factors
contained in the applicable prospectus supplement.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We may offer the securities
directly or through agents or to or through underwriters or dealers. If any agents or underwriters are involved in the sale of
the securities their names, and any applicable purchase price, fee, commission or discount arrangement between or among them, will
be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. We can sell the securities
through agents, underwriters or dealers only with delivery of a prospectus supplement describing the method and terms of the offering
of such securities. See “Plan of Distribution.”
This prospectus is dated ___________, 2019
Table of Contents
You should rely
only on the information contained or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized
anyone to provide you with information different from that contained or incorporated by reference into this prospectus. If any
person does provide you with information that differs from what is contained or incorporated by reference in this prospectus, you
should not rely on it. No dealer, salesperson or other person is authorized to give any information or to represent anything not
contained in this prospectus. You should assume that the information contained in this prospectus or any prospectus supplement
is accurate only as of the date on the front of the document and that any information contained in any document we have incorporated
by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this
prospectus or any prospectus supplement or any sale of a security. These documents are not an offer to sell or a solicitation of
an offer to buy these securities in any circumstances under which the offer or solicitation is unlawful.
ABOUT THIS PROSPECTUS
This prospectus is
part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a “shelf”
registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus
in one of more offerings up to a total dollar amount of proceeds of $50,000,000. This prospectus describes the general manner in
which our securities may be offered by this prospectus. Each time we sell securities, we will provide a prospectus supplement that
will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information
contained in this prospectus or in documents incorporated by reference in this prospectus. The prospectus supplement that contains
specific information about the terms of the securities being offered may also include a discussion of certain U.S. Federal income
tax consequences and any risk factors or other special considerations applicable to those securities. To the extent that any statement
that we make in a prospectus supplement is inconsistent with statements made in this prospectus or in documents incorporated by
reference in this prospectus, you should rely on the information in the prospectus supplement. You should carefully read both this
prospectus and any prospectus supplement together with the additional information described under “Where You Can Find More
Information” before buying any securities in this offering.
Unless
the context otherwise requires, references to “we,” “our,” “us,” “KULR” or the
“Company” in this prospectus mean KULR Technology Group, Inc., a Delaware corporation, on a consolidated basis with
its wholly-owned subsidiaries, as applicable.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus and
the documents and information incorporated by reference in this prospectus include forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act
of 1934, as amended, or the Exchange Act. These statements are based on our management’s beliefs and assumptions and on information
currently available to our management. Such forward-looking statements include those that express plans, anticipation, intent,
contingency, goals, targets or future development and/or otherwise are not statements of historical fact.
All statements in
this prospectus and the documents and information incorporated by reference in this prospectus that are not historical facts are
forward-looking statements. We may, in some cases, use terms such as “anticipates,” “believes,” “could,”
“estimates,” “expects,” “intends,” “may,” “plans,” “potential,”
“predicts,” “projects,” “should,” “will,” “would” or similar expressions
or the negative of such items that convey uncertainty of future events or outcomes to identify forward-looking statements.
Forward-looking statements
are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation
to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may
be required by applicable law. Although we believe that the expectations reflected in the forward-looking statements are reasonable,
we cannot guarantee future results, levels of activity, performance or achievements.
ABOUT KULR
Overview
KULR Technology Group,
Inc., through our wholly-owned subsidiary KULR Technology Corporation, develops and commercializes high-performance thermal management
technologies for electronics, batteries, and other components across an array of applications. Currently, we are focused on targeting
the following applications: electric vehicles and autonomous driving systems (collectively referred to herein as “E-Mobility”);
artificial intelligence and Cloud computing; energy storage; and 5G communication technologies. Our proprietary, core technology
is a carbon fiber material, with roots in aerospace and defense, that provides what we believe to be superior thermal conductivity
and heat dissipation in an ultra-lightweight and pliable material. By leveraging our proprietary cooling solutions that have been
developed through longstanding partnerships with NASA, the Jet Propulsion Lab and others, our products and services make E-Mobility
products and other products safer and more stable.
Our management believes
that the E-Mobility industry has created and will create significant new opportunities for the application of our technology and
know-how. We believe these new opportunities will be further driven by certain changing preferences that we’ve observed in
younger generations that must increasingly cope with higher population density, global warming, and the rapidly evolving communications
and computing needs of their personal devices and the surrounding infrastructure. As a result, we predict that the younger generations
will increasingly prefer to attend meetings by video conference; rent a car, bike, or scooter, or call an app-based car service
instead of owning a vehicle; and leverage the Cloud to perform tasks traditionally done in person, such as shopping for lunch,
clothes, electronics and other consumer goods that also leverages an expanding E-Mobility delivery network.
In addition to evolving
demands led by consumer-preferences, we have observed trending manufacturer-led opportunities in industries that have become increasingly
more reliant on the Cloud, on portability and on high-demand processing power. For example, car manufacturers are increasingly
providing options that take over the responsibility for driving, diagnosing its own service requirements and analyzing on-board
systems data and efficiency. The communications and entertainment industries are leveraging increasingly more powerful and portable
devices to deliver live and high-definition content and experiences. These innovations will require high bandwidth communication
devices that can handle the power drain and computational requirements to keep up with the sophisticated security and software
tools that will power these advanced product offerings. As a result of these manufacturer and consumer trends, we believe that
the new generations of high-powered, small form-factor semiconductors are out-pacing the development in lithium ion batteries.
The above-described
advances in micro technology, portable power, and compact energy efficient devices linked to an ever-widening Internet of Things
(“IoT”) via the Cloud are driving opportunities that forms the focus of the Company’s business development plan. We
believe that our core technology and historical development focus on improving lithium-ion battery performance and safety, positions
us in a competitively advantageous position to enhance key components to the evolving mobile applications for a wide range of consumer
products and IoT. We have found that as chip performance increases, power consumption increases, and more heat is generated
as a byproduct. When chip size reduces, there is an increased potential for a hot spot on the chip, which can degrade system performance,
or even cause spontaneous combustion. However, electronic system components must operate within a specific temperature range on
both the high and low end to operate properly. After strenuous testing, we believe we have developed heat management solutions
that significantly improve upon traditional heat storage and dissipation solutions and that improve upon their rigidity and durability.
We also believe that the traditional solutions are not equipped to handle the evolving marketplace. However, through a combination
of custom design services and provision of proprietary hardware solutions, our products reduce manufacturing complexity and provide
a lighter weight solution than traditional thermal management materials and we believe our products can meet the heat management
demands of components and batteries being designed into the newest mobile technologies and applications.
Our management’s
growth strategy has put particular focus on targeting E-Mobility applications for its core technology. We believe we are well-positioned
to provide a broad range of E-mobility solutions, and intend to expand our business through internal growth and acquisition. In
the case of acquisitions, we seek to acquire businesses in related markets that are synergistic to our existing operations, technologies,
and management experience. This focus will highlight markets in which we can: (1) integrate our existing technology into the acquiree’s
product offerings or simultaneously offer our products and services through the acquiree’s customer base and channels; (2)
gain a leading market position and provide vertically integrated services where we can secure economies of scale, premium market
positioning, and operational synergies; and/or (3) establish a leading position in selected markets and channels of the acquiree
through a joint broad-based, hi-tech, E-Mobility branding campaign. We have developed an acquisition discipline based on a set
of financial, market and management criteria to evaluate opportunities. If we were to successfully close an acquisition, we would
seek to integrate it while minimizing disruption to our existing operations and those of the acquired business, while exploiting
the technical and managerial synergies from integration.
Corporate History
KUTG was incorporated
in the State of Delaware in December 2015 and was formerly known as “KT High-Tech Marketing, Inc.” and, prior to that,
as “Grant Hill Acquisition Corporation.” In April 2016, KUTG implemented a change of control by issuing shares to new
shareholders, redeeming shares of existing shareholders, electing new officers and directors and accepting the resignations of
its then existing officers and directors.
Our wholly-owned subsidiary,
KULR Technology Corporation (“KTC”), was formed in 2013 and is based in Santa Clara, California. Since its inception,
KTC primarily focused on developing and commercializing its thermal management technologies, which it acquired through assignment
from and license with KTC’s co-founder Dr. Timothy Knowles. Prior to 2013, KTC’s technologies were used in numerous
advanced space and industrial applications for National Aeronautics and Space Administration (“NASA”), Boeing, and
Raytheon. A few notable achievements were the use of KTC’s technologies in the X-31 aircraft (battery heat sink), Mercury
Messenger (battery heat sink), and X-51 Scramjet (heat exchanger).
On June 19, 2017, KUTG
closed a share exchange with KTC and 100% of the shareholders of KTC (the “KTC Shareholders”) whereby the KTC Shareholders
agreed to transfer an aggregate of 25,000,000 shares of KTC’s common stock to KUTG in exchange for the issuance of an aggregate
of 50,000,000 shares of KUTG’s common stock to the KTC Shareholders (the “Share Exchange”), resulting in KTC
becoming a wholly-owned subsidiary of KUTG and KTC’s business of developing and commercializing its thermal management technologies
becoming KUTG’s main operation.
The Share Exchange
was accounted for as a reverse recapitalization i
n accordance with generally accepted accounting
principles in the United States of America, with K
TC
being treated as the acquiring
company for accounting purposes.
On
August 30, 2018, KUTG changed its name from “KT High-Tech Marketing, Inc.” to “KULR Technology Group, Inc.”
by filing a certificate of amendment to its Certificate of Incorporation with the office of the Secretary of State of the State
of Delaware.
On
December 4, 2018, KUTG filed a definitive Information Statement on Form 14C (the “December Information Statement”),
giving notice to KUTG’s shareholders that on November 5, 2018, KUTG executed a written consent in lieu of shareholder meeting
authorizing KUTG to: (i) amend KUTG’s Articles of Incorporation to increase the number of authorized shares of common stock
from 100,000,000 shares of common stock to 500,000,000 shares of common stock; (ii) adopt and ratify the KULR Technology Group
2018 Equity Incentive Plan and (iii) ratify the authorization of the issuance of 1,000,000 shares (the “Voting Preferred
Shares”) of Series A Voting Preferred Stock to Michael Mo, KUTG’s Chief Executive Officer. On December 28, 2018, twenty
(20) days after the mailing date of the December Information Statement, KUTG was deemed authorized by ratifying vote of its majority
shareholders and the authorization granted by its Board of Directors to issue the Voting Preferred Shares, which KUTG has not issued
but may do so in the future. On December 31, 2018, KUTG filed a certificate of amendment with the Secretary of State of the State
of Delaware, to increase the number of authorized shares of its common stock from 100,000,000 to 500,000,000. As a result, the
aggregate number of the Company’s authorized capital stock became 520,000,000 shares.
Market Opportunity and Strategy
Market
The world of electronics
continues to become more and more demanding and performance driven. The increasing demand for reliability of microelectronics and
lithium-ion batteries has pushed thermal management to the forefront of many industries. We target our solutions to serve four
application markets: electric transportation, mobile computing, cloud computing, and space exploration and communications.
According to Market
Research Future, the global thermal management market is expected to reach approximately $15 billion by end of 2023 with 7% compound
annual growth rate during the forecast period from 2017 to 2023. According to the report, in recent years, electronic devices and
systems have undergone tremendous technological growth. Advancements in the electronics industry have led to an increased need
for innovative thermal management technologies, which serve to improve performance and reliability. The report states that technological
progress has come on two fronts: increased functionality on a single device unit and miniaturization of each unit. As a result,
there has been an increased demand for thermal management technologies. The report analyzes the thermal market by four segments,
including hardware, software, interfaces, and substrates.
Electrical Transportation
Market.
According to Frost & Sullivan’s recently released “Global Electric Vehicle Market Outlook 2018,”
global EV sales will climb from 1.2 million units in 2017 to approximately 2 million units in 2019. The EV industry will need to
overcome major challenges related to battery technology and charging infrastructure, both of which have fallen far short of the
pace set by global EV sales. The charging infrastructure market, which includes batteries and battery technology, according to
an AT Kearney report, will be a $29 billion global market by 2020 within the overall $390 billion global E-Mobility market.
Mobile Computing
Market
. The next generation mobile computing platform, also known as the “5G” mobile wireless standard, presents
new challenges and demands to improve the performance and reliability of mobile infrastructures and consumer devices. According
to the IHS Markit’s global study, in 2035, when 5G’s full economic benefit should be realized across the globe, a broad
range of industries – from retail to education, transportation to entertainment, and everything in between – could
produce up to $12.3 trillion worth of goods and services enabled by 5G.
Cloud Computing
Market
. Market analysts at Forrester Research project the cloud computing market to be $178 billion in 2018, up from $146 billion
in 2017 with sustained growth at 22% annually. Forrester also predicts that more than 50% of global enterprises will rely on at
least one public cloud platform. A key area of cloud computing is optical data transfer and communications connections and lines.
Optical data is faster and more efficient and, as cloud computing banks move to acquire and utilize optical data, thermal management
will play a pivotal role in maintaining the peak performance and safety of these expensive and highly sensitive computer connections.
The processing demands of artificial intelligence (“AI”) technology in the cloud requires advanced thermal management
solutions for processors and memory modules.
Space Exploration
and Communications Market
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According to BIS Research, the Space Industry, is valued
at $360 billion in 2018, is projected grow at a CAGR of 5.6%, to value $558 billion by 2026. Demand for nano-satellites and re-usable
launch vehicle systems is anticipated to be driven by the massive investment made by
governments and private enterprises.
The overall trend in space investment is stable financially but explosive numerically, providing vastly more opportunity for space
technology providers. Increasingly, investments in space exploration and commercialization are being led by well-funded private
companies with most focused-on satellite development and deployment. KULR’s heritage in space thermal management technology
positions us well in this market.
We believe KULR’s
technology solution excels in a number of categories important in the world of thermal management. KULR’s proprietary carbon
fiber-based solutions are generally more thermally conductive, lighter weight, require less contact pressure, and offer greater
design flexibility and durability compared to traditional solutions. As a result, we believe KULR has real potential to offer a
unique value proposition to customers in the multibillion-dollar thermal management industry. KULR aims to provide cost-effective,
superior thermal management solutions for a group of electronic manufacturers.
Marketing Strategy
The Company targets
four high growth segments for its thermal management and battery system development products:
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Electric Transport – Electric/Hybrid cars, commercial vehicles, E-bikes, drones & autonomous vehicles
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5G & IOT – Infrastructure, mobile and edge-based devices
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Cloud & AI – Servers, HPC, CPU, GPU and Memory Systems, AR &VR devices
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Aerospace – Space, aircraft & military
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These four areas have
significant thermal and/or battery system requirements and the Company believes that these will be rewarding segments to target.
In terms of customer
profile and time to revenue the Company will work with the following profile:
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MNCs – the expectation is a twelve to twenty-four-month design-in cycle to high volume production
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Fast moving mid-tier companies – working with aggressive companies that want to move quickly adopting new differentiating
technology, with a sub twelve-month time frame to production
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Boutique/Startups – highly focused companies, often geographically local to the Company, that want to create disruptive
products
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Mass market – working with distribution partners to service this market with timeframes expected at three to six-months
to production
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For a traditionally
conservative thermal and battery industry the company is aiming to exploit potentially disruptive approaches to the way it markets
its products. Key to this approach is the creation of an ecosystem that adds broader value to the company’s products for
its customers. In addition, the company will generate leads and raise its profile through the attendance at Industrial Conferences,
use of press and social media and other channels.
Sales Strategy
The Company plans to
market and sell KULR thermal management products (“component products”) and finished end-products (“OEM products”)
that the Company develops with its partners into its sales and distribution channels. For the component products, the Company will
market directly to its customers and utilize distributor partners and agents in Japan, China and EU countries. For its OEM products,
the Company will sell into distributor channels primarily as a B2B business.
Advertising and Communications Strategy
We plan to utilize
all forms of advertising and communications tools at our disposal. This includes commissioning unbiased white papers and technical
papers, attending, sponsoring, and guest speaking at industry events, conferences, and symposiums. We have hired a public relations
consultant who will oversee our press releases and media relations interface with newspapers, magazines, and blogs. We have also
hired a SEO specialist for social media outreach activities and will also rely on the company’s pedigree within the thermal
management community to spread high praise via word of mouth. To date, as a result of these efforts, we have been mentioned in
Wall Street Journal (“WSJ”), Cheddar TV, CNBC, Forbes, EE Times, USA Today, Business Insider and others.
Acquisition Strategy
We believe we are well-positioned
to provide a broad range of E-mobility solutions, and intend to expand our business through internal growth and acquisition. In
the case of acquisitions, we seek to acquire businesses in related markets that are synergistic to our existing operations, technologies,
and management experience. This focus will highlight markets in which we can: (1) integrate our existing technology into the acquiree’s
product offerings or simultaneously offer our products and services through the acquiree’s customer base and channels; (2)
gain a leading market position and provide vertically integrated services where we can secure economies of scale, premium market
positioning, and operational synergies; and/or (3) establish a leading position in selected markets and channels of the acquiree
through a joint broad-based, hi-tech, E-Mobility branding campaign. We have developed an acquisition discipline based on a set
of financial, market and management criteria to evaluate opportunities. If we were to successfully close an acquisition, we would
seek to integrate it while minimizing disruption to our existing operations and those of the acquired business, while exploiting
the technical and managerial synergies from integration.
Intellectual Property and Patent Strategy
Our intellectual property
strategy includes pursuing patent protection for new innovations in core carbon fiber architecture development, application development,
acquisition of intellectual property, and licensing of third-party patents and intellectual property. As of
March 29, 2019, we have seven pending nonprovisional and provisional patent applications and we have four patents
granted and assigned to KULR. We also have an exclusive license to four third party patents.
Product and Services
Our heat management
products and services can be divided into the following categories, subcategories and functionalities:
Lithium Ion (“L-ion”)
Battery Thermal Runaway Shield (“TRS”)
: KULR has developed a vaporizing heatsink aimed at passive resistance to
thermal runaway propagation in L-ion batteries in partnership with National Aeronautics and Space Administration Johnson Space
Center (“NASA JSC”). The heatsink shield designed for NASA JSC is a novel configuration, thin and lightweight, for
use in conjunction with 18650 cells. The heatsink shield has proven to keep neighboring cells safe from thermal runaway propagation
after a trigger cell was intentionally overheated. This lightweight solution can be used in energy storage and industrial and consumer
electronics applications that require a lightweight and passive solution for battery safety.
Fiber Thermal Interface Material
(“FTI”)
: KULR thermal interface materials (“TIMs”) consist of vertically oriented carbon fiber velvets
attached to a film of polymer or metal. The fiber packing density and orientation are selected to serve a wide range of applications,
including hostile thermal and chemical environments, sliding interfaces, and interfaces with widely varying gaps. They can be coated
for electrical isolation. They require low contact pressure and provide high thermal conductivity. Their light weight and high
compliance make them uniquely suited for aerospace, industrial and high-performance commercial devices.
Phase Change Material (“PCM”)
Heat Sink
: KULR PCM composite heat sinks consisting of a conductive carbon fiber velvet embedded with a suitable alkane (“paraffin”)
having high latent heat at its melting point. Such heat sinks offer passive thermal control for instruments that would otherwise
overheat or under-cool during periodic operations. A typical application involves lasers that dissipate heat but need tight thermal
control where active cooling is unavailable.
Internal Short Circuit (“ISC”)
Device
: In March 2018, KULR reached an agreement with the National Renewable Energy Laboratory (“NREL”), a national
laboratory of the U.S. Department of Energy, to be the exclusive manufacturing and distribution partner for the patented ISC device,
which causes predictable battery cell failures in L-ion batteries, making them easier to study and, therefore, safer. L-ion batteries
are the industry and consumer standard for portable power; billions of individual battery cells exist and billions more are planned
for production. They provide power for everything from smart phones and laptops to electric cars and space crafts. But L-ion batteries
fail, sometimes with catastrophic results. Due to the relative rarity of cell failures, scientists and researchers had been unable
to reliably or accurately replicate latent defect cell failures in lab settings, impeding research into safer battery technology.
In 2015, researchers at NREL and NASA developed and patented a device – the ISC – that creates these cell failures
in predictable conditions. KULR will market both ISC devices to battery cell manufacturers and ISC embedded battery cells to OEM
manufacturers.
RISK FACTORS
Investing in our securities
involves a high degree of risk. Before making an investment decision, you should consider carefully the risks, uncertainties and
other factors described in our most recent Annual Report on Form 10-K, as supplemented and updated by subsequent quarterly reports
on Form 10-Q and current reports on Form 8-K that we have filed or will file with the SEC, which are incorporated by reference
into this prospectus.
Our business, affairs,
prospects, assets, financial condition, results of operations and cash flows could be materially and adversely affected by these
risks. For more information about our SEC filings, please see “Where You Can Find More Information.”
USE OF PROCEEDS
Unless otherwise indicated
in a prospectus supplement, we intend to use the net proceeds from the sale of the securities under this prospectus for general
corporate purposes, including and for general working capital purposes. We may also use a portion of the net proceeds to acquire
or invest in businesses and products that are complementary to our own, although we have no current plans, commitments or agreements
with respect to any acquisitions as of the date of this prospectus.
DESCRIPTION OF COMMON STOCK
General
We are authorized
to issue 500,000,000 shares of common stock, $0.0001 par value per share.
Holders
of common stock are entitled to one vote for each share held of record on all matters to be voted on by the stockholders. The holders
of common stock are entitled to receive dividends ratably, when, as and if declared by the board of directors, out of funds legally
available. In the event of our liquidation, dissolution or winding-up the holders of common stock are entitled to share equally
and ratably in all assets remaining available for distribution after payment of liabilities and after provision is made for each
class of stock, if any, having preference over the common stock. The holders of shares of common stock, as such, have no conversion,
preemptive, or other subscription rights and there are no redemption provisions applicable to the common stock.
DESCRIPTION OF PREFERRED STOCK
We
are authorized to issue up to 20,000,000 shares of preferred stock, $0.0001 par value per share. The shares of preferred stock
may be issued in series and shall have such voting powers, full or limited, or no voting powers, and such designations, preferences
and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall
be stated and expressed in the resolution or resolutions providing for the issuance of such stock adopted from time to time by
the board of directors. The board of directors is expressly vested with the authority to determine and fix in the resolution or
resolutions providing for the issuances of preferred stock the voting powers, designations, preferences and rights, and the qualifications,
limitations or restrictions thereof, of each such series to the full extent now or hereafter permitted by the laws of the State
of Delaware. Issuances of preferred stock could dilute the voting power of common stockholders, adversely affect the
voting power of common stockholders, adversely affect the likelihood that common stockholders will receive dividend payments on
liquidation, and have the effect of delaying or preventing a change in shareholder and management control.
Our board of directors
may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or
other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible
acquisitions and other corporate purposes could, under some circumstances, have the effect of delaying, deferring or preventing
a change in control of the Company.
A prospectus supplement relating to any
series of preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement will include:
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the title and stated or par value of the preferred stock;
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the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred
stock;
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the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock;
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whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred
stock shall accumulate;
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the provisions for a sinking fund, if any, for the preferred stock;
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any voting rights of the preferred stock;
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the provisions for redemption, if applicable, of the preferred stock;
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any listing of the preferred stock on any securities exchange;
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the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including
the conversion price or the manner of calculating the conversion price and conversion period;
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if appropriate, a discussion of Federal income tax consequences applicable to the preferred stock;
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any other specific terms, preferences, rights, limitations or restrictions of the preferred stock.
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The terms, if any,
on which the preferred stock may be convertible into or exchangeable for our common stock will also be stated in the preferred
stock prospectus supplement. The terms will include provisions as to whether conversion or exchange is mandatory, at the option
of the holder or at our option, and may include provisions pursuant to which the number of shares of our common stock to be received
by the holders of preferred stock would be subject to adjustment.
DESCRIPTION OF WARRANTS
We may issue warrants
for the purchase of preferred stock or common stock. Warrants may be issued independently or together with any preferred stock
or common stock, and may be attached to or separate from any offered securities. Each series of warrants will be issued under a
separate warrant agreement to be entered into between a warrant agent specified in the agreement and us. The warrant agent will
act solely as our agent in connection with the warrants of that series and will not assume any obligation or relationship of agency
or trust for or with any holders or beneficial owners of warrants. This summary of some provisions of the warrants is not complete.
You should refer to the warrant agreement, including the forms of warrant certificate representing the warrants, relating to the
specific warrants being offered for the complete terms of the warrant agreement and the warrants. The warrant agreement, together
with the terms of the warrant certificate and warrants, will be filed with the SEC in connection with the offering of the specific
warrants.
The applicable prospectus
supplement will describe the following terms, where applicable, of the warrants in respect of which this prospectus is being delivered:
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the title of the warrants;
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the aggregate number of the warrants;
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the price or prices at which the warrants will be issued;
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the designation, amount and terms of the offered securities purchasable upon exercise of the warrants;
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if applicable, the date on and after which the warrants and the offered securities purchasable upon exercise of the warrants
will be separately transferable;
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the terms of the securities purchasable upon exercise of such warrants and the procedures and conditions relating to the exercise
of such warrants;
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any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise
price of the warrants;
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the price or prices at which and currency or currencies in which the offered securities purchasable upon exercise of the warrants
may be purchased;
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the date on which the right to exercise the warrants shall commence and the date on which the right shall expire;
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the minimum or maximum amount of the warrants that may be exercised at any one time;
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information with respect to book-entry procedures, if any;
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if appropriate, a discussion of Federal income tax consequences; and
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any other material terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise
of the warrants.
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Warrants for the purchase
of common stock or preferred stock will be offered and exercisable for U.S. dollars only. Warrants will be issued in registered
form only.
Upon receipt of payment
and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other
office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward the purchased securities. If
less than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued for
the remaining warrants.
Prior to the exercise
of any warrants to purchase preferred stock or common stock, holders of the warrants will not have any of the rights of holders
of the common stock or preferred stock purchasable upon exercise, including in the case of warrants for the purchase of common
stock or preferred stock, the right to vote or to receive any payments of dividends on the preferred stock or common stock purchasable
upon exercise.
DESCRIPTION OF UNITS
As specified in the
applicable prospectus supplement, we may issue units consisting of shares of common stock, shares of preferred stock or warrants
or any combination of such securities.
The applicable prospectus
supplement will specify the following terms of any units in respect of which this prospectus is being delivered:
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the terms of the units and of any of the common stock, preferred stock and warrants comprising the units, including whether
and under what circumstances the securities comprising the units may be traded separately;
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a description of the terms of any unit agreement governing the units; and
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a description of the provisions for the payment, settlement, transfer or exchange of the units.
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PLAN OF DISTRIBUTION
We may sell the securities
offered through this prospectus (i) to or through underwriters or dealers, (ii) directly to purchasers, including our affiliates,
(iii) through agents, or (iv) through a combination of any these methods. The securities may be distributed at a fixed price or
prices, which may be changed, market prices prevailing at the time of sale, prices related to the prevailing market prices, or
negotiated prices. The prospectus supplement will include the following information:
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the terms of the offering;
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the names of any underwriters or agents;
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the name or names of any managing underwriter or underwriters;
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the purchase price of the securities;
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any over-allotment options under which underwriters may purchase additional securities from us;
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the net proceeds from the sale of the securities
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any delayed delivery arrangements
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any underwriting discounts, commissions and other items constituting underwriters’ compensation;
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any initial public offering price;
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any discounts or concessions allowed or reallowed or paid to dealers;
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any commissions paid to agents; and
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any securities exchange or market on which the securities may be listed.
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Sale Through Underwriters or Dealers
Only underwriters named
in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.
If underwriters are
used in the sale, the underwriters will acquire the securities for their own account, including through underwriting, purchase,
security lending or repurchase agreements with us. The underwriters may resell the securities from time to time in one or more
transactions, including negotiated transactions. Underwriters may sell the securities in order to facilitate transactions in any
of our other securities (described in this prospectus or otherwise), including other public or private transactions and short sales.
Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters
or directly by one or more firms acting as underwriters. Unless otherwise indicated in the prospectus supplement, the obligations
of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to
purchase all the offered securities if they purchase any of them. The underwriters may change from time to time any initial public
offering price and any discounts or concessions allowed or reallowed or paid to dealers.
If dealers are used
in the sale of securities offered through this prospectus, we will sell the securities to them as principals. They may then resell
those securities to the public at varying prices determined by the dealers at the time of resale. The prospectus supplement will
include the names of the dealers and the terms of the transaction.
Direct Sales and Sales Through Agents
We may sell the securities
offered through this prospectus directly. In this case, no underwriters or agents would be involved. Such securities may also be
sold through agents designated from time to time. The prospectus supplement will name any agent involved in the offer or sale of
the offered securities and will describe any commissions payable to the agent. Unless otherwise indicated in the prospectus supplement,
any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
We may sell the securities
directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with
respect to any sale of those securities. The terms of any such sales will be described in the prospectus supplement.
Delayed Delivery Contracts
If the prospectus supplement
indicates, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities
at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified
date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The applicable
prospectus supplement will describe the commission payable for solicitation of those contracts.
Continuous Offering Program
Without limiting the
generality of the foregoing, we may enter into a continuous offering program equity distribution agreement with a broker-dealer,
also known as an At-the-Market offering, or “ATM”, under which we may offer and sell shares of our common stock from
time to time through a broker-dealer as our sales agent. If we enter into such a program, sales of the shares of common stock,
if any, will be made by means of ordinary brokers’ transactions at market prices on the securities exchange or quotation
or trading service on which such securities may be listed, quoted or traded at the time of sale, block transactions and such other
transactions as agreed upon by us and the broker-dealer. Under the terms of such a program, we also may sell shares of common stock
to the broker-dealer, as principal for its own account at a price agreed upon at the time of sale. If we sell shares of common
stock to such broker-dealer as principal, we will enter into a separate terms agreement with such broker-dealer, and we will describe
this agreement in a separate prospectus supplement or pricing supplement.
Market Making, Stabilization and Other Transactions
All securities we offer,
other than shares of our Common Stock, will be new issues of securities with no established trading market. Any underwriters may
make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without
notice. Any shares of our Common Stock sold pursuant to a prospectus supplement will be quoted on the OTC Markets Group Inc.’s
OTCQB tier. We may apply to list any other securities sold pursuant to a prospectus supplement but we are not obligated to do so.
Therefore, no assurance can be given as to whether an active trading market will develop for the offered securities. We cannot
guarantee the liquidity of the trading markets for any securities.
Any underwriter may
also engage in stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Rule 104 under the
Securities Exchange Act. Stabilizing transactions involve bids to purchase the underlying security in the open market for the purpose
of pegging, fixing or maintaining the price of the securities. Syndicate covering transactions involve purchases of the securities
in the open market after the distribution has been completed in order to cover syndicate short positions.
Penalty bids permit
the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member
are purchased in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering
transactions and penalty bids may cause the price of the securities to be higher than it would be in the absence of the transactions.
The underwriters may, if they commence these transactions, discontinue them at any time.
General Information
Agents, underwriters,
and dealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities, including
liabilities under the Securities Act. Our agents, underwriters, and dealers, or their affiliates, may be customers of, engage in
transactions with or perform services for us, in the ordinary course of business.
LEGAL MATTERS
The validity of the
issuance of the securities offered by this prospectus will be passed upon for us by Sichenzia Ross Ference LLP, New York, New York.
EXPERTS
The consolidated balance
sheet of KULR Technology Group, Inc. and Subsidiary as of December 31, 2018, and the related consolidated statements of operations,
changes in stockholders’ deficiency, and cash flows for the year then ended, have been audited by Marcum LLP, independent
registered public accounting firm, as stated in their report, which includes an explanatory paragraph as to the Company’s
ability to continue as a going concern, which is incorporated herein by reference. Such financial statements have been incorporated
herein by reference in reliance on the report of such firm given upon their authority as experts in accounting and auditing.
The consolidated balance
sheet of KULR Technology Group, Inc. and Subsidiary as of December 31, 2017 and the related consolidated statements of operations,
changes in stockholders’ equity, and cash flows for the year then ended, have been audited by Chen & Fan Accountancy
Corporation, independent registered public accounting firm, as stated in their report, which includes an explanatory paragraph
as to the Company’s ability to continue as a going concern, which is incorporated herein by reference. Such financial statements
have been incorporated herein by reference in reliance on the report of such firm given upon their authority as experts in accounting
and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly
and special reports, along with other information with the SEC. Our SEC filings are available to the public over the Internet at
the SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s Public Reference
Room at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference
Room.
This prospectus is
part of a registration statement on Form S-3 that we filed with the SEC to register the securities offered hereby under the Securities
Act of 1933, as amended. This prospectus does not contain all of the information included in the registration statement, including
certain exhibits and schedules. You may obtain the registration statement and exhibits to the registration statement from the SEC
at the address listed above or from the SEC’s internet site.
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
This prospectus is
part of a registration statement filed with the SEC. The SEC allows us to “incorporate by reference” into this prospectus
the information that we file with them, which means that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this information. The following documents are incorporated by reference
and made a part of this prospectus:
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the description of our common stock contained in the our Registration Statement on Form 10 (File No. 000-55564, initially
filed
January 7, 2016
), including any amendment or report filed for the purpose of updating such description; and
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all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this prospectus and prior to the termination of this offering.
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We also incorporate
by reference any future filings (other than information furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits
furnished on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the
SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date of the initial
filing of the registration statement of which this prospectus is a part and prior to effectiveness of such registration statement,
until we file a post-effective amendment that indicates the termination of the offering of the common stock made by this prospectus
and will become a part of this prospectus from the date that such documents are filed with the SEC. Information in such future
filings updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically
be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed
to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier
statements.
Notwithstanding the
foregoing, information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits, is
not incorporated by reference in this prospectus.
The information about
us contained in this prospectus should be read together with the information in the documents incorporated by reference. You may
request a copy of any or all of these filings, at no cost, by writing or telephoning us at 1999 S. Bascom Ave., Suite 700, Campbell,
California 95008, phone number (408) 663-5247.
$50,000,000
Common Stock
Preferred Stock
Warrants
Units
KULR Technology Group, Inc.
Prospectus
,
2019
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the costs
and expenses payable by the Registrant in connection with this offering, other than underwriting commissions and discounts, all
of which are estimated except for the SEC registration fee.
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Amount
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SEC registration fee
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$
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6,060
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Printing and engraving expenses
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*
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Legal fees and expenses
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*
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Accounting fees and expenses
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*
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Transfer agent and registrar’s fees and expenses
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*
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Miscellaneous expenses
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*
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Total
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$
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* Estimated expenses not presently known.
Item 15. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General
Corporation Law (the “DGCL”), a corporation may indemnify its directors, officers, employees and agents and its former
directors, officers, employees and agents and those who serve, at the corporation's request, in such capacities with another enterprise,
against expenses (including attorney's fees), as well as judgments, fines and settlements, actually and reasonably incurred in
connection with the defense of any action, suit or proceeding (other than an action by or in the right of the corporation) in which
they or any of them were or are made parties or are threatened to be made parties by reason of their serving or having served in
such capacity. The DGCL provides, however, that such person must have acted in good faith and in a manner he or she reasonably
believed to be in (or not opposed to) the best interests of the corporation and, in the case of a criminal action, such person
must have had no reasonable cause to believe his or her conduct was unlawful. In addition, the DGCL does not permit indemnification
in an action or suit by or in the right of the corporation, where such person has been adjudged liable to the corporation for negligence
or misconduct in the performance of his/her duty to the corporation, unless, and only to the extent that, a court determines that
such person fairly and reasonably is entitled to indemnity for costs the court deems proper in light of liability adjudication.
Indemnity is mandatory to the extent a claim, issue or matter has been successfully defended.
Section 102(b)(7) of the DGCL permits a
corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director
to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL (relating to unlawful payment of dividends and unlawful stock purchase or redemption)
or (iv) for any transaction from which the director derived an improper personal benefit.
Our Articles of
Incorporation and Bylaws provide for indemnification of our directors and certain officers for liabilities and expenses that they
may incur in such capacities. In general, our directors and certain officers are indemnified with respect to actions taken in good
faith and in a manner such person believed to be in our best interests, and with respect to any criminal action or proceedings,
actions that such person has no reasonable cause to believe were unlawful. Furthermore, the personal liability of our directors
is limited as provided in our Articles of Incorporation.
Insofar as indemnification
for liabilities arising under the Securities Act of 1933, as amended, 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 Securities Act of 1933, as
amended, 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 Securities Act of 1933, as amended and will be governed by the final adjudication of such issue.
Item 16. Exhibits.
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To the extent applicable, to be filed by amendment or as
an exhibit to a document filed under the Securities and Exchange Act of 1934, as amended, and incorporated by reference herein.
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Item 17. 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), (a)(1)(ii) and (a)(1)(iii) of this section
do not apply if the registration statement is on Form S-3 or Form F-3 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, or
is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of 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.
(5) That, for the purpose of determining
liability under the Securities Act of 1933 to any purchaser:
(A) Each prospectus filed by the registrant
pursuant to Rule 424(b)(3)shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed
part of and included in the registration statement; and
(B) Each prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such effective date;
(6) That, for the purpose of determining
liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus
of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating
to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing
prospectus relating to the offering containing material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an
offer in the offering made by the undersigned registrant to the purchaser.
(b) The registrant hereby undertakes that
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.
(h) 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.
(i) The registrant hereby undertakes that:
(1) For purposes of determining any liability
under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under
the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any
liability under the Securities Act, each post-effective amendment that contains a form of prospectus 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.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Campbell, State of California, on July 11, 2019.
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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
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Chief Executive Officer (Principal Executive Officer)
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By:
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/s/ Simon Westbrook
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Simon Westbrook
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Chief Financial Officer (Principal Financial and Accounting Officer)
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Each person whose
signature appears below constitutes and appoints Michael Mo as his true and lawful attorney in fact and agent, with full powers
of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments
(including post effective amendments) to the Registration Statement, and to sign any registration statement for the same offering
covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and all post effective amendments thereto, and to file the same, with all exhibits thereto, and all documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, each acting
alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities held on the
dates indicated.
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/s/ Michael Mo
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Chief Executive Officer, and Chairman of the Board of Directors
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Michael Mo
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(Principal Executive Officer)
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July 11, 2019
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/s/ Timothy Knowles
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Chief Technical Officer and Director
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Timothy Knowles
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July 11, 2019
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/s/ Simon Westbrook
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Chief Financial Officer
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Simon Westbrook
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(Principal Financial and Accounting Officer)
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July 11, 2019
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