| Item 1.01 | Entry into a Material Definitive Agreement. |
On
May 13, 2022, KULR Technology Group, Inc. (the “Company”) entered into a Standby Equity Purchase Agreement (the “SEPA”)
with YA II PN, Ltd. (“Yorkville”). Pursuant to the SEPA, the Company shall have the right, but not the obligation, to sell
to Yorkville up to $50,000,000 of its shares of common stock, par value $0.0001 per share, at the Company’s request any time during
the commitment period commencing on May 13, 2022 and terminating on the earliest of (i) the first day of the month following the 24-month
anniversary of the SEPA and (ii) the date on which Yorkville shall have made payment of any advances requested pursuant to the SEPA for
shares of the Company’s common stock equal to the commitment amount of $50,000,000. Each sale the Company requests under the SEPA
(an “Advance”) may be for a number of shares of common stock with an aggregate value of up to $5,000,000. The shares would
be purchased at 98.0% of the Market Price (as defined below) and would be subject to certain limitations, including that Yorkville could
not purchase any shares that would result in it owning more than 4.99% of the Company’s outstanding common stock at the time of
an Advance (the "Ownership Limitation") or an aggregate of 19.9% of the Company's outstanding common stock as of the date of
the SEPA (the "Exchange Cap"). The Exchange Cap will not apply under certain circumstances, including to any sales of common
stock under the SEPA that equal or exceed the Minimum Price (as defined in Section 312.03 of the NYSE Listed Company Manual). “Market
Price” is defined in the SEPA as the average of the VWAPs (as defined below) during each of the three consecutive trading days commencing
on the trading day following the Company’s submission of an Advance notice to Yorkville. “VWAP” is defined in the SEPA
to mean, for any trading day, the daily volume weighted average price of the Company’s common stock for such date on the NYSE American
as reported by Bloomberg L.P. during regular trading hours.
Pursuant to the SEPA, the
Company (i) is required to register all shares which Yorkville may acquire and file with the Securities and Exchange Commission a prospectus
supplement to the Company’s prospectus, dated July 13, 2021, filed as part of the Company’s effective shelf registration statement
on Form S-3, File No. 333-257697 (the “Registration Statement”), registering the shares of Common Stock that are to be offered
and sold to Yorkville pursuant to the SEPA and (ii) currently intends to use the net proceeds from any sale of the shares for working
capital and other general corporate purposes, which may include, among other things, procuring battery cell supplies, as well as other
key materials, and bringing part of its production capabilities to North America. The Company is not required to pay any additional amounts
to reimburse or otherwise compensate Yorkville in connection with the transaction except for a $10,000 structuring fee.
The Company agreed to file
with the Securities and Exchange Commission a prospectus supplement dated May 16, 2022 to the Company’s prospectus filed as part
of Registration Statement, registering the shares of common stock that are to be offered and sold to Yorkville pursuant to the SEPA.
On May 13, 2022, the Company
entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with Yorkville, pursuant to which the Company issued
to the Investor a promissory note with an initial principal amount equal to $5,000,000 (the “Promissory Note”) at a purchase
price equal to 95.0% of the principal amount of the Promissory Note. The Promissory Note carries an interest rate of 10% per annum and
is payable in five monthly installments beginning June 13, 2022.
The foregoing is a summary
description of certain terms of the SEPA, Note Purchase Agreement and Promissory Note. For a full description of all terms, please refer
to the copies of the SEPA, the Note Purchase Agreement and the Promissory Note that are filed herewith as Exhibit 10.1, Exhibit 10.2 and
Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form
8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of common stock, nor shall there be any sale
of shares of common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or other jurisdiction.