Form 8-K - Current report

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): January 17, 2024

KULR TECHNOLOGY GROUP, INC.

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

Delaware

001-40454

81-1004273

(State or other jurisdiction of
incorporation)

(Commission

File Number)

(IRS Employer Identification
No.)

4863 Shawline Street, San Diego, California 92111

(Address of principle executive offices) (Zip code)

Registrant’s telephone number, including area code: (408) 663-5247

(Former name or address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14D-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock		KULR		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01

Regulation FD Disclosure

On January 17, 2024, KULR Technology Group, Inc. (the “Company”) issued a press release announcing the execution of the exclusive worldwide license agreement for NASA’s large format Fractional Thermal Runaway Calorimeter (“FTRC”). The small format FTRC is NASA’s 2023 Invention of the Year, a technology vitally important in analyzing lithium-ion cell thermal runaway characterization and which was co-invented by NASA alumnus and KULR’s Chief Technology Officer, Dr. William Walker.

A copy of the above-mentioned press release is attached herewith as Exhibit 99.1.

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD. The Company uses, and will continue to use, its website, press releases, and various social media channels, including its Twitter account (twitter.com/kulrtech), its LinkedIn account (linkedin.com/company/kulr-technology-corporation), its Facebook account (facebook.com/KULRTechnology), its TikTok account (tiktok.com/Kulr_tech), its Instagram account (instagram.com/Kulr_tech), and its YouTube account (youtube.com/channel/UC3wZBPINQd51N6p35Mo5uQg), as additional means of disclosing public information to investors, the media and others interested in the Company. It is possible that certain information that the Company posts on its website, disseminated in press releases and on social media could be deemed to be material information, and the Company encourages investors, the media and others interested in the Company to review the business and financial information that the Company posts on its website, disseminates in press releases and on the social media channels identified above, as such information could be deemed as material information.

The information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Exhibits

Exhibit No.		Description
99.1		Press Release dated January 17, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	KULR TECHNOLOGY GROUP, INC.

Date: January 17, 2024	By:	/s/ Michael Mo
		Michael Mo
		Chief Executive Officer

Exhibit 99.1

KULR Secures Exclusive Global License for NASA’s Battery
Safety Technology to Service World’s Largest OEM Customers

SAN DIEGO / GLOBENEWSWIRE / January 17, 2024 / KULR Technology Group, Inc. (NYSE American: KULR) (the "Company" or "KULR"), a global leader in sustainable energy management, today announced the execution of the exclusive worldwide license agreement for NASA’s large format Fractional Thermal Runaway Calorimeter (“FTRC”). The small format FTRC is NASA’s 2023 Invention of the Year, a technology vitally important in analyzing lithium-ion cell thermal runaway characterization and which was co-invented by NASA alumnus and KULR’s Chief Technology Officer, Dr. William Walker. FTRC testing is a critical testing protocol in order for battery pack manufacturers and their OEM customers to deliver their customers the safest, high-capacity batteries. Without conducting these complex testing protocols, battery pack manufacturers and OEMs are not able to get as complete a picture as to how safe their batteries are.

KULR is now the only entity in the world providing comprehensive fractional thermal runaway calorimetry testing services for every cell type, regardless of capacity or format. This breakthrough win firmly establishes KULR as the de facto industry standard battery testing and design services provider in the world to the largest OEM customers across all industries.

Sole access to this all-important thermal runaway data decisively positions KULR as a crucial strategic partner for OEM customers requiring state-of-the-art battery safety design, testing, storage, and recycling throughout any part or all of the battery’s life cycle. According to Straits Research, the global battery testing equipment market was valued at USD 11.2 billion in 2021 and is anticipated to reach USD 16.5 billion by 2030.

With an exclusive license to NASA’s entire FTRC technology suite, KULR is already serving:

A top global automaker for next generation EV battery safety and testing solutions;

One of the world’s largest private space exploration companies for enhanced battery safety solutions;

A top-5 American electric truck manufacturer to design and develop safer next-gen batteries;

A top-5 global manufacturer in the electric vertical take-off and landing sector for safe battery testing solutions

Testing lithium-ion cells in battery packs designed for the Artemis Space Program;

And many other customers across all battery chemistries including silicon anode, solid state, nickel manganese cobalt (NMC), and lithium iron phosphate (LFP).

“Maximizing the benefits of lithium-ion technology means that operation of safe battery assemblies using large format cells is a necessity in industry,” stated Dr. William Walker, Chief Technology Officer of KULR Technology Group, Inc. “We find cells of these sizes primarily in vehicles and in grid storage applications. NASA also utilizes large format lithium-ion cells for energy storage on the International Space Station. Unfortunately, utilization of these cells can be difficult due to the immense amount of energy and gases that are released during a thermal runaway event. These challenges are further compounded when trying to satisfy stringent safety requirements now being levied at regulators across the globe. As a result, this positions the FTRC, regardless of cell capacity or format, as a core and necessary tool for designing safe battery systems.”

About KULR Technology Group Inc.

KULR Technology Group Inc. (NYSE American: KULR) is a leading energy management platform company offering proven solutions that play a critical role in accelerating the electrification of the circular economy. Leveraging a foundation in developing, manufacturing, and licensing next-generation carbon fiber thermal management technologies for batteries and electronic systems, KULR has evolved its holistic suite of products and services to enable its customers across disciplines to operate with efficiency and sustainability in mind. For more information, please visit www.kulrtechnology.com.

Safe Harbor Statement  

This press release does not constitute an offer to sell or a solicitation of offers to buy any securities of any entity. This release contains certain forward-looking statements based on our current expectations, forecasts and assumptions that involve risks and uncertainties. Forward-looking statements in this release are based on information available to us as of the date hereof. Our actual results may differ materially from those stated or implied in such forward-looking statements, due to risks and uncertainties associated with our business, which include the risk factors disclosed in our Form 10-K filed with the Securities and Exchange Commission on March 28, 2023, as may be amended or supplemented by other reports we filed with the Securities and Exchange Commission from time to time. Forward-looking statements include statements regarding our expectations, beliefs, intentions, or strategies regarding the future and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” and “would” or similar words. All forecasts are provided by management in this release are based on information available at this time and management expects that internal projections and expectations may change over time. In addition, the forecasts are entirely on management’s best estimate of our future financial performance given our current contracts, current backlog of opportunities and conversations with new and existing customers about our products and services. We assume no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise. 
 

Investor Relations:

KULR Technology Group, Inc.

Phone: 858-866-8478 x 847

Email: ir@kulrtechnology.com

Cover	Jan. 17, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 17, 2024
Entity File Number	001-40454
Entity Registrant Name	KULR TECHNOLOGY GROUP, INC.
Entity Central Index Key	0001662684
Entity Tax Identification Number	81-1004273
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4863 Shawline Street
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92111
City Area Code	408
Local Phone Number	663-5247
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	KULR
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false