Form 8-K - Current report
February 16 2024 - 5:15PM
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2024-02-12
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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):
February 12, 2024
KULR TECHNOLOGY GROUP, INC. |
(Exact name of the registrant as specified in its
charter) |
Delaware |
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001-40454 |
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81-1004273 |
(State or other jurisdiction of
incorporation) |
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(Commission
File Number) |
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(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
Not applicable
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14D-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
Common Stock |
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KULR |
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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 3.01. Notice of Delisting or Failure to Satisfy
a Continued Listing Rule or Standard; Transfer of Listing.
On February 12, 2024, KULR
Technology Group, Inc. (the “Company”) received a letter (the “Letter”) from the staff of NYSE American LLC (the
“Exchange”) stating that the Company’s securities’ performance of trading price is below compliance criteria pursuant
to Section 1003(f)(v) of the NYSE American Company Guide, which the Exchange determined to be a 30-trading day average of less than $0.20
per share. The Company’s continued listing is predicated on it demonstrating sustained price improvement within a reasonable period
of time, which the Exchange has determined to be no later than August 12, 2024, or otherwise effecting a reverse stock split of its common
stock.
The Company intends to cure
the stock price deficiency and to return to compliance with the Exchange continued listing standards.
The Letter has no immediate
effect on the listing or trading of the Company’s common stock on the Exchange. The Company’s receipt of the Letter from the
Exchange does not affect the Company’s business, operations or reporting requirements with the U.S. Securities and Exchange Commission.
Item 8.01 Other Events.
On February 14, 2024 the Company
issued a press release relating to the matters described in Item 3.01 of this Current Report on Form 8-K, a copy of which is attached
hereto as Exhibit 99.1.
Item 9.01 Financial Statement
and Exhibits.
(d) Exhibits
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.
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KULR TECHNOLOGY GROUP, INC. |
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Date: February 16, 2024 |
By: |
/s/ Michael Mo |
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Michael Mo |
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President & Chief Executive Officer |
Exhibit 99.1
KULR Receives Non-Compliance Notice from NYSE
American
SAN DIEGO / GLOBENEWSWIRE / February 16, 2024 / KULR Technology
Group, Inc. (NYSE American: KULR) (the "Company" or "KULR"), a global leader in sustainable energy management,
today announced that the Company received a letter (the “Letter”) from the staff of NYSE American LLC (the “Exchange”)
stating that the Company’s securities’ performance of trading price is below compliance criteria pursuant to Section 1003(f)(v)
of the NYSE American Company Guide, which the Exchange determined to be a 30-trading day average of less than $0.20 per share. The Company’s
continued listing is predicated on it demonstrating sustained price improvement within a reasonable period of time, which the Exchange
has determined to be no later than August 12, 2024, or otherwise effecting a reverse stock split of its common stock.
KULR intends to cure the stock price deficiency and to return to compliance
with the Exchange continued listing standards.
Receipt of the Letter from the Exchange has no immediate effect on
the listing or trading of KULR’s common stock on the Exchange, and does not affect KULR’s business, operations or reporting
requirements with the U.S. Securities and Exchange Commission.
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
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