UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
KULR TECHNOLOGY GROUP, INC.
(Exact name of registrant as specified in its
charter)
Delaware
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81-1004273
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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4863 Shawline Street
San Diego, California 92111
(Address of Principal Executive
Offices) (Zip Code)
2018 KULR Technology Group Equity Incentive Plan
(Full title of the plans)
Michael Mo
Chief Executive Officer
KULR Technology Group, Inc.
4863 Shawline Street,
San Diego, California 92111
(Name and address of agent for service)
408-663-5247
(Telephone number, including area code, of agent
for service)
It is requested that copies of notices and communications
from the Securities and Exchange Commission be sent to:
Jay Yamamoto, Esq.
Sichenzia Ross Ference
LLP
1185 Avenue of the Americas,
31st Floor
New York, NY 10036
(212) 930-9700
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.
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Large accelerated filer ¨
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|
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Accelerated filer ¨
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​
|
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Non-accelerated filer x
|
|
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Smaller reporting company x
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​
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|
|
|
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Emerging growth company ¨
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​
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title
of Securities
to
be Registered
|
|
Amount to be
Registered(1)
|
|
|
Proposed
Maximum Offering
Price Per Share(2)
|
|
|
Proposed
Maximum
Aggregate Offering
Price
|
|
|
Amount
of
Registration
Fee
|
|
Common Stock, $0.0001 par value (3)
|
|
9,000,000
|
|
|
$
|
2.99
|
|
|
$
|
26,910,000
|
|
|
$
|
2,494.56
|
|
Common Stock, $0.0001 par value (4)
|
|
4,910,000
|
|
|
$
|
2.99
|
|
|
$
|
14,680,900
|
|
|
$
|
1,360,92
|
|
TOTAL
|
|
13,910,000
|
|
|
$
|
2.99
|
|
|
$
|
41,590,900
|
|
|
$
|
3,855.48
|
|
(1)
|
This Registration
Statement also registers an indeterminable number of additional securities to be offered or issued upon adjustments or changes made
to registered securities by reason of any stock splits, stock dividends or similar transactions as permitted by Rule 416(a) and
Rule 416(b) under the Securities Act of 1933, as amended, or the Securities Act. In addition, this Registration Statement
covers the resale by certain selling stockholders named in the prospectus included in and filed with this Registration Statement
of certain of the shares of Registrant’s common stock subject to this Registration Statement, for which no additional registration
fee is required pursuant to Rule 457(h)(3).
|
|
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(2)
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The proposed maximum offering
price per share and registration fee were calculated in accordance with Rule 457(c) based on the average of the high and
low prices reported in the consolidated reporting system within 5 business days prior to the date of filing the Registration Statement.
|
|
|
(3)
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Represents shares of common
stock reserved for future issuance pursuant to 2018 KULR Technology Group Equity Incentive Plan.
|
|
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(4)
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Represents shares
of restricted stock issued upon settlement of restricted stock grants issued outside of the 2018 KULR Technology Group Equity Incentive
Plan.
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EXPLANATORY NOTE
This Registration Statement on Form S-8
(this “Registration Statement”) is being filed by KULR Technology Group, Inc., a Delaware corporation (the “Company”),
relating to (i) 9,000,000 shares of common stock, $0.0001 par value per share (the “Common Stock”) issuable under
the 2018 KULR Technology Group Equity Incentive Plan; and (ii) 4,910,000 shares of Common Stock issued upon settlement of restricted
stock grants granted to certain officers and employees outside of the 2018 KULR Technology Group Equity Incentive Plan (the “Restricted
Stock Grants”, and together with the 2018 KULR Technology Group Equity Incentive Plan, the “Plans”).
This Registration Statement also includes a prospectus
(the “Reoffer Prospectus”) prepared in accordance with General Instruction C of Form S-8 and in accordance with
the requirements of Part I of Form S-3. This Reoffer Prospectus may be used for the reoffer and resale of shares of Common
Stock on a continuous or delayed basis that may be deemed to be “restricted securities” and/or “control securities”
within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations
promulgated thereunder, that are issuable to certain of our executive officers, employees, consultants and directors identified in the
Reoffer Prospectus. The number of shares of Common Stock included in the Reoffer Prospectus represents shares of Common Stock issuable
to the selling stockholders pursuant to equity awards, including stock options and restricted stock grants, granted to the selling stockholders
and does not necessarily represent a present intention to sell any or all such shares of Common Stock.
As specified in General Instruction C of Form S-8,
until such time as we meet the registrant requirements for use of Form S-3, the number of shares of Common Stock to be offered by
means of this reoffer prospectus, by each of the selling security holders, and any other person with whom he or she is acting in concert
for the purpose of selling our shares of Common Stock, may not exceed, during any three month period, the amount specified in Rule 144(e) of
the Securities Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
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Plan Information.
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The Company will provide each recipient of a
grant under the Plans (the “Recipients”) with documents that contain information related to the Plans, and other information
including, but not limited to, the disclosure required by Item 1 of Form S-8, which information is not required to be and is not
being filed as a part of this Registration Statement on Form S-8 (the “Registration Statement”) or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act. The foregoing information and the documents incorporated
by reference in response to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act. A Section 10(a) prospectus will be given to each Recipient
who receives shares of Common Stock covered by this Registration Statement, in accordance with Rule 428(b)(1) under the Securities
Act.
Item 2.
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Registrant Information and Employee
Plan Annual Information.
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We will provide to each Recipient a written statement
advising of the availability of documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) prospectus) and of documents required to be delivered pursuant to Rule 428(b) under
the Securities Act without charge and upon written or oral request by contacting:
Michael Mo
Chief Executive Officer
KULR Technology Group, Inc.
4863 Shawline Street
San Diego, California 92111
REOFFER PROSPECTUS
KULR TECHNOLOGY GROUP, INC.
Up to 6,410,000
Shares of Common Stock
Issuable under certain awards
granted under and outside the Plans
This
reoffer prospectus relates to the public resale, from time to time, of an aggregate of 6,410,000 shares (the “Shares”)
of our common stock, $0.0001 par value per share (the “Common Stock”) by certain security holders identified herein
in the section entitled “Selling Securityholders”. Such shares may be acquired in connection with awards granted under
the KULR Technology Group (the “Company”) Equity Incentive Plan (the “2018 Plan”), and Common Stock
issued upon settlement of restricted stock grants granted to certain directors and employees outside of the 2018 Plan (the “Restricted
Stock Grants”) and collectively with the 2018 Plan and Option Agreements, the “Plans”). You should read
this prospectus carefully before you invest in our Common Stock.
Such resales shall take place
on the NYSE American, or such other stock market or exchange on which our Common Stock may be listed or quoted, in negotiated transactions
or otherwise, at market prices prevailing at the time of the sale or at prices otherwise negotiated (see “Plan of Distribution”
starting on page 5 of this prospectus). We will receive no part of the proceeds from sales made under this reoffer prospectus. The
Selling Securityholders will bear all sales commissions and similar expenses. Any other expenses incurred by us in connection with the
registration and offering and not borne by the Selling Securityholders will be borne by us.
This reoffer prospectus has
been prepared for the purposes of registering our shares of Common Stock under the Securities Act to allow for future sales by Selling
Securityholders on a continuous or delayed basis to the public without restriction, provided that the amount of shares of Common Stock
to be offered or resold under this Reoffer Prospectus by each Selling Securityholder or other person with whom he or she is acting in
concert for the purpose of selling shares of Common Stock, may not exceed, during any three-month period, the amount specified in Rule 144(e) under
the Securities Act. We have not entered into any underwriting arrangements in connection with the sale of the shares covered by this
reoffer prospectus. The Selling Securityholders identified in this reoffer prospectus, or their pledgees, donees, transferees or other
successors-in-interest, may offer the shares covered by this reoffer prospectus from time to time through public or private transactions
at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices.
Investing in our Common Stock
involves risks. See “Risk Factors” beginning on page 3 of this reoffer prospectus. These are speculative securities.
Our Common Stock is quoted
on the NYSE American under the symbol “KULR” and the last reported sale price of our Common Stock on November 26, 2021
was $2.98 per share.
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.
The date of this prospectus is November 29,
2021
KULR TECHNOLIGY GROUP, INC.
TABLE OF CONTENTS
Except where the
context otherwise requires, the terms, “we,” “us,” “our” or “the Company,” refer to the
business of KULR Technology Group, Inc., a Delaware corporation and its subsidiaries.
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.
We caution you therefore
that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of
future performance.
Information regarding market
and industry statistics contained in this prospectus, including the documents that we incorporate by reference, is included based on
information available to us that we believe is accurate. It is generally based on academic and other publications that are not produced
for purposes of securities offerings or economic analysis. Forecasts and other forward-looking information obtained from these sources
are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and
market acceptance of products and services. Except as required by U.S. federal securities laws, we have no obligation to update forward-looking
information to reflect actual results or changes in assumptions or other factors that could affect those statements.
PROSPECTUS SUMMARY
The Commission allows us to ‘‘incorporate
by reference’’ certain information that we file with the Commission, 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 Commission will update automatically, supplement and/or supersede the information disclosed
in this prospectus. Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus
shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus
or in any other document that also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a
part of this prospectus. You should read the following summary together with the more detailed information regarding our company,
our Common Stock and our financial statements and notes to those statements appearing elsewhere in this prospectus or incorporated
herein by reference.
Our Company
KULR Technology Group, Inc.,
through our wholly-owned subsidiary KULR Technology Corporation, develops and commercializes high-performance thermal management
technologies for batteries, electronics, and other components across an array of battery-powered applications. For aerospace and
Department of Defense (“DOD”) applications, our solutions target high performance applications in direct energy, hypersonic
vehicles and satellite communications. For commercial applications, our main focus is a total solution to battery safety and sustainability
by which we aim to mitigate the effects of thermal runaway propagation which has been known to cause random fires in lithium-ion
(“Li-ion”) batteries. This total battery safety solution can be used for electric vehicles, energy storage, battery recycling
transportation, cloud computing and 5G communication devices. Our proprietary core technology is a carbon fiber material that provides
what we believe to be superior thermal conductivity and heat dissipation for an ultra-lightweight and pliable material. By leveraging
our proprietary cooling solutions that have been developed through longstanding partnerships with advanced technology users like
NASA, the Jet Propulsion Lab and others, our products and services make commercial battery powered products safer and electronics
systems cooler and lighter.
KULR’s business
model continues to evolve from being a component supplier, to providing more design and testing services to our customers. The next
step of evolution is to provide total system solutions to address market needs. In order to scale up as a systems provider more quickly
and efficiently in (i) the Li-ion battery energy storage and recycling markets, (ii) battery cell design and safety testing,
and (iii) advanced thermal management systems, such as hypersonic vehicles, KULR will actively seek partners for joint venture,
technology licensing and other strategic partnership models. The goal is to leverage the Company’s thermal design technology
expertise to create market leading products, which KULR will take to market directly to capture more value for KULR shareholders.
Battery safety technology is becoming increasingly
vital to our world in which battery-operated devices are everywhere. Li-ion batteries are widely used in consumer electronics, aerospace,
marine and automotive applications. In recent months, KULR has developed a total battery safety solution for its customers that spans
a wide array of industries and applications. KULR has seen great success in using our patented thermal runaway shield (“TRS”)
technology to prevent cell to cell thermal runaway propagation as well as module to module propagation. We have designed a total
solution for customers from the design stages incorporating our materials all the way to testing their passive propagation resistant
(“PPR”) battery packs. We are flexible and can work with different battery pack configurations across various industries.
We developed a PPR reference design for CubeSat battery in December 2019. Based on this reference design platform, we were awarded
a dual-use technology development agreement from NASA’s Marshall Space Flight Center to build 3D printed battery systems for
manned and robotic space applications in August 2020. Our research and testing, as well as working alongside battery experts
at NASA Johnson Space Center, has positioned us for further advancements at the forefront of battery safety.
|
Hundreds of millions
of Li-ion cells are produced and transported annually and even those packaged to prevent external shorting can still experience thermal
runaway (“TR”) due to internal shorts, caused by latent defects, when fully charged. In these dangerous cases, a torch-like
fire is released as energy escapes from the cell and sends nearby cells into TR resulting in a large fire. As part of our total battery
safety solution, we have designed a bag out of our TRS material to suppress the flames and prevent the TR event. Suitably placed,
the TRS provides a means of protection not only from adjacent batteries but also outside fires of arbitrary origin. Experts at NASA’s
Propulsion & Power Division found our TRS successful at extinguishing the fire generated by cells when they intentionally
triggered the batteries into dangerous failures. Our TRS bag is currently being used on the International Space Station (“ISS”)
through a project with Leidos, for storing laptop batteries in order to reduce the risk of TR.
Another key element of
our battery safety solution is KULR internal short circuit (“ISC”) device and trigger cells which are used for cell testing
and screening. Our patented ISC device, licensed from NASA/NREL, can be inserted by OEMs or manufacturers into cells to mimic failure
conditions in a cell. Once the trigger device is placed inside the cell, it can be intentionally triggered on demand causing the
cell to short circuit. Currently, we provide ISC devices to OEMs and cell manufacturers, as well as ready-made ISC trigger cells
to customers to identify failure modes and safety issues within their systems. Currently we are creating an ecosystem based on our
technology which can be applied to different battery architectures and chemistries.
Our management believes
that within commercial markets, aerospace and defense, and high-value applications, cell safety testing and screening has become
a topic of focus. Therefore, we plan to expand our capabilities to include full battery analysis and testing as outlined by NASA
Johnson Space Center. We plan to fully incorporate this into our holistic approach to battery safety along with our PPR battery pack
design and testing services, ISC device and trigger cell products and TRS bags. With increasing regulations and pressure from
government bodies to mitigate the dangers of battery fires and TR, we plan to further develop our capabilities in this arena.
Our management expects
high growth in the aerospace and defense sectors, specifically in regards to hypersonic vehicle programs, space missions and directed
energy programs. Thermal management is a critical component of both hypersonic weapons programs and space missions. Our carbon fiber
solutions are used for thermal management in missile defense programs and are particularly effective because of their survivability
at very high temperatures. They are also very effective at transferring heat and mitigate the risk of overheating in such high-risk
environments. Historically we have provided value to this sector and we expect to further develop our relationships with the Airforce
Research Lab, the Naval Research Lab and prime contractors to market our solutions. Directed energy is currently in the spotlight
as experts predict it will greatly impact the future of national security. Our CRUX cathode generates powerful electron pulses by
field emission from the tops of our carbon fiber coating and has the potential to further develop the current technology.
In addition to evolving
demands led by aerospace and defense, we have observed trending manufacturer-led opportunities in industries such as electric motor
vehicles (“EV”) that have become increasingly more reliant on the Cloud, portability and high-demand processing power.
KULR’s high performance thermal interface materials can be used to accelerate 5G communications development due to our material’s
core properties: high thermal conductivity, light weight, and low contact pressure. 5G is one of the biggest opportunities going
forward for transportation technology and we plan to take part in testing of digital and RF tests for 5G. Testing is still in early
phases for both digital and RF communication chips, however, we are seeing a big growth opportunity for thermal management for 5G.
Cloud computing is also an application of interest since high power communications chips and optical communication modules require
cooling.
We have not yet achieved
profitability and expect to continue to incur cash outflows from operations, as a result, we will eventually need to generate significant
revenues to achieve profitability. Until that time we shall have to continue to raise cash as and when required through the sale
of stock.
Corporate Information
Our corporate name is KULR Technology Group, Inc.
for both legal and commercial purposes. We are a Delaware corporation. Our executive offices are located at 4862 Shawline Street,
San Diego, California 92111 and our telephone number is (408) 663-5247. We maintain a corporate website at www.kulrtechnology.com.
The information on our website is not part of this prospectus. We have included our website address as a factual reference and do
not intend it to be active link to our website.
|
The Offering
Outstanding
Common Stock:
|
|
104,737,106
shares of our Common Stock are outstanding as of November 26, 2021.
|
|
|
|
Common
Stock Offered:
|
|
Up
to 6,410,000 shares of Common Stock for sale by the selling securityholders (which include our executive officers and directors)
for their own account pursuant to the Plans.
|
|
|
|
Selling
Securityholders:
|
|
The
selling securityholders are set forth in the section entitled “Selling Securityholders” of this reoffer prospectus on
page 4. The amount of securities to be offered or resold by means of the reoffer prospectus by the designated selling
securityholders may not exceed, during any three month period, the amount specified in Rule 144(e).
|
|
|
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Use
of proceeds:
|
|
We
will not receive any proceeds from the sale of our Common Stock by the selling securityholders. We would, however, receive proceeds
upon the exercise of the stock options by those who receive options under the Plans and exercise such options for cash. Any cash
proceeds will be used by us for general corporate purposes.
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|
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Risk
Factors:
|
|
The
securities offered hereby involve a high degree of risk. See “Risk Factors.”
|
|
|
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NYSE
American trading symbol:
|
|
KULR
|
RISK FACTORS
An investment in shares of our Common Stock
is highly speculative and involves a high degree of risk. We face a variety of risks that may affect our operations or financial results
and many of those risks are driven by factors that we cannot control or predict. Before investing in our Common Stock, you should carefully
consider the risks below and set forth under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission on March 19, 2021, which are incorporated by
reference herein, and subsequent reports filed with the SEC, together with the financial and other information contained or incorporated
by reference in this prospectus. If any of these risks actually occurs, our business, prospects, financial condition and results of operations
could be materially adversely affected. In that case, the trading price of our Common Stock would likely decline and you may lose all
or a part of your investment. Only those investors who can bear the risk of loss of their entire investment should invest in our Common
Stock.
USE OF PROCEEDS
The shares which may be sold
under this reoffer prospectus will be sold for the respective accounts of each of the Selling Securityholders listed herein (which includes
our executive officers and directors). Accordingly, we will not realize any proceeds from the sale of the shares of our Common Stock.
We will receive proceeds from the exercise of the options; however, no assurance can be given as to when or if any or all of the options
will be exercised. If any options are exercised, the proceeds derived therefrom will be used for working capital and general corporate
purposes. All expenses of the registration of the shares will be paid by us. See “Selling Securityholders” and “Plan
of Distribution.”
SELLING SECURITYHOLDERS
We are registering for resale
the shares covered by this prospectus to permit the Selling Securityholders identified below and their pledgees, donees, transferees
and other successors-in-interest that receive their securities from a Selling Securityholder as a gift, partnership distribution or other
non-sale related transfer after the date of this prospectus to resell the shares when and as they deem appropriate. The Selling Securityholders
acquired, or may acquire, these shares from us pursuant to the Plans. The shares may not be sold or otherwise transferred by the Selling
Securityholders unless and until the applicable awards vest and are exercised, as applicable, in accordance with the terms and conditions
of the Plans.
The following table sets forth:
|
·
|
the name of each Selling
Securityholder;
|
|
·
|
the position(s), office
or other material relationship with our company and its predecessors or affiliates, over the last three years of each Selling Securityholder;
|
|
·
|
the number and percentage
of shares of our Common Stock that each Selling Securityholder beneficially owned as of November 26, 2021 prior to the offering
for resale of the shares under this prospectus;
|
|
·
|
the number of shares of
our Common Stock that may be offered for resale for the account of each Selling Securityholder under this prospectus; and
|
|
·
|
the number and percentage
of shares of our Common Stock to be beneficially owned by each Selling Securityholder after the offering of the resale shares (assuming
all of the offered resale shares are sold by such Selling Securityholder).
|
Information with respect
to beneficial ownership is based upon information obtained from the Selling Securityholders. Because the Selling Securityholders
may offer all or part of the shares of Common Stock, which they own pursuant to the offering contemplated by this reoffer prospectus,
and because its offering is not being underwritten on a firm commitment basis, no estimate can be given as to the amount of shares that
will be held upon termination of this offering.
The number of shares in the
column ‘‘Number of Shares Being Offered’’ represents all of the shares of our Common Stock that each Selling
Securityholder may offer under this prospectus. We do not know how long the Selling Securityholders will hold the shares before selling
them or how many shares they will sell. The shares of our Common Stock offered by this prospectus may be offered from time to time by
the Selling Securityholders listed below. We cannot assure you that any of the Selling Securityholders will offer for sale or sell any
or all of the shares of Common Stock offered by them by this prospectus.
|
|
Number of Shares Beneficially
Owned Prior to Offering (1)
|
|
|
Number of
Shares Being
|
|
|
Number of Shares Beneficially
Owned After Offering (2)
|
|
Securityholders
|
|
Number
|
|
Percent
(%)
|
|
|
Offered
|
|
|
Number
|
|
|
Percent
(%)
|
|
Michael Mo
(3)
|
|
22,900,000
|
|
21.55
|
|
|
1,500,000
|
|
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21,400,000
|
|
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20.14
|
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Keith Cochran (4)
|
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3,520,000
|
|
3.31
|
|
|
3,520,000
|
|
|
0
|
|
|
*
|
|
Joanna D. Massey (5)
|
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20,000
|
|
*
|
|
|
20,000
|
|
|
0
|
|
|
*
|
|
Stayce D. Harris (6)
|
|
20,000
|
|
*
|
|
|
20,000
|
|
|
0
|
|
|
*
|
|
Morio Kurosaki (7)
|
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420,000
|
|
*
|
|
|
20,000
|
|
|
400,000
|
|
|
*
|
|
Gregory Provenzano (8)
|
|
200,000
|
|
*
|
|
|
200,000
|
|
|
0
|
|
|
*
|
|
Antonio Martinez (9)
|
|
80,000
|
|
*
|
|
|
80,000
|
|
|
0
|
|
|
*
|
|
Bert McComas (10)
|
|
50,000
|
|
*
|
|
|
50,000
|
|
|
0
|
|
|
*
|
|
Michael Carpenter (11)
|
|
500,000
|
|
*
|
|
|
500,000
|
|
|
0
|
|
|
*
|
|
Bob Yamaki (12)
|
|
500,000
|
|
*
|
|
|
500,000
|
|
|
0
|
|
|
*
|
|
*less than 1%
|
(1)
|
The number and percentage of shares
beneficially owned is determined in accordance with Rule 13d-3 of the Securities Exchange
Act of 1934, as amended, and the information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rule, beneficial ownership includes any shares
as to which the Selling Securityholder has sole or shared voting power or investment power
and also any shares which the Selling Securityholder has the right to acquire within 60 days.
Applicable percentage ownership is based on 104,737,106 shares of Common Stock outstanding
as of November 26, 2021.
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(2)
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Assumes that all shares of Common Stock
to be offered, as set forth above, are sold pursuant to this offering and that no other shares
of Common Stock are acquired or disposed of by the Selling Securityholders prior to the termination
of this offering. Because the Selling Securityholders may sell all, some or none of their
shares of Common Stock or may acquire or dispose of other shares of Common Stock, no reliable
estimate can be made of the aggregate number of shares of Common Stock that will be sold
pursuant to this offering or the number or percentage of shares of Common Stock that each
Selling Securityholder will own upon completion of this offering.
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(3)
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Consists
of (i) 20,000,000 shares held directly by Mr. Mo, Chief Executive Officer and Chairman,
(ii) 1,400,000 shares held jointly by Mr. Mo and his spouse, Linda Mo, and (iii) 1,500,000
shares issuable upon exercise of options that vest in six equal installments, which installments
shall be earned upon the Company certain market capitalization milestones. Excludes shares
held by Mr. Mo’s son Alexander Mo and shares held by Mr. Mo’s son Brandon
Mo, over which shares Mr. Mo disclaims beneficial ownership, as Mr. Mo has no control
over the dispositive or voting power over the shares and his sons no longer live in the same
household as Mr. Mo.
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(4)
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Consists
of (i) 20,000 shares held directly by Mr. Cochran, President and Chief Operating
Officer, (ii) 2,000,000 restricted stock grants that vest in four equal annual installments
beginning on March 1, 2022, and (iii) 1,500,000 restricted stock grants that vest
in six equal installments, which installments shall be earned upon the Company achieving
certain market capitalization milestones.
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(5)
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Consists
of 20,000 restricted stock grants that vest in four equal quarterly installments beginning
on September 7, 2021. Ms. Massey is an independent director of the Company.
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(6)
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Consists
of 20,000 restricted stock grants that vest in four equal quarterly installments beginning
on September 7, 2021. Ms. Harris is an independent director of the Company.
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(7)
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Consists of (i) 400,000 shares
directly held by Mr. Kurosaki, an independent director of the Company, and (ii) 20,000
restricted stock grants that vest in four equal quarterly installments beginning on September 7,
2021.
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(8)
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Consists of 200,000 restricted stock
grants that vest in fourth equal annual installments beginning on June 10, 2022.
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(9)
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Consists of 80,000 restricted stock
grants that vest in fourth equal annual installments beginning on April 19, 2022.
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(10)
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Consists of 50,000 restricted stock
grants that vest in fourth equal annual installments beginning on March 12, 2022.
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(11)
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Consists
of 500,000 non-plan restricted stock grants held directly by Michael Carpenter, Vice
President of Engineering.
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(12)
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Consists of 500,000 non-plan restricted
stock grants held directly by Bob Yamaki.
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PLAN OF DISTRIBUTION
We
are registering the Shares covered by this prospectus to permit the Selling Stockholders to conduct public secondary trading of these
Shares from time to time after the date of this prospectus. We will not receive any of the proceeds of the sale of the Shares offered
by this prospectus. The aggregate proceeds to the Selling Stockholders from the sale of the Shares will be the purchase price of the
Shares less any discounts and commissions. We will not pay any brokers’ or underwriters’ discounts and commissions in connection
with the registration and sale of the Shares covered by this prospectus. The Selling Stockholders reserve the right to accept and, together
with their respective agents, to reject, any proposed purchases of Shares to be made directly or through agents.
The Shares offered by
this prospectus may be sold from time to time to purchasers:
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•
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directly by the Selling
Stockholders, or
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•
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through underwriters, broker-dealers
or agents, who may receive compensation in the form of discounts, commissions or agent’s commissions from the Selling Stockholders
or the purchasers of the Shares.
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Any
underwriters, broker-dealers or agents who participate in the sale or distribution of the Shares may be deemed to be “underwriters”
within the meaning of the Securities Act. As a result, any discounts, commissions or concessions received by any such broker-dealer or
agents who are deemed to be underwriters will be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters
are subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities under the
Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We will make copies of this
prospectus available to the Selling Stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities
Act. To our knowledge, there are currently no plans, arrangements or understandings between the Selling Stockholders and any underwriter,
broker-dealer or agent regarding the sale of the Shares by the Selling Stockholders.
The Shares may be sold
in one or more transactions at:
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•
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fixed prices;
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•
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prevailing market prices
at the time of sale;
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•
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prices related to such
prevailing market prices;
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•
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varying prices determined
at the time of sale; or
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•
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negotiated prices.
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These sales may be effected
in one or more transactions:
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•
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on any national securities
exchange or quotation service on which the Shares may be listed or quoted at the time of sale, including the NYSE;
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•
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in the over-the-counter market;
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•
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in transactions otherwise
than on such exchanges or services or in the over-the-counter market;
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•
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any other method permitted
by applicable law; or
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•
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through any combination
of the foregoing.
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These
transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides
of the trade.
At
the time a particular offering of the Shares is made, a prospectus supplement, if required, will be distributed, which will set forth
the name of the Selling Stockholders, the aggregate amount of Shares being offered and the terms of the offering, including, to the extent
required, (1) the name or names of any underwriters, broker-dealers or agents, (2) any discounts, commissions and other terms
constituting compensation from the Selling Stockholders and (3) any discounts, commissions or concessions allowed or reallowed to
be paid to broker-dealers.
The
Selling Stockholders will act independently of us in making decisions with respect to the timing, manner, and size of each resale or
other transfer. There can be no assurance that the Selling Stockholders will sell any or all of the Shares under this prospectus. Further,
we cannot assure you that the Selling Stockholders will not transfer, distribute, devise or gift the Shares by other means not described
in this prospectus. In addition, any Shares covered by this prospectus that qualify for sale under Rule 144 of the Securities Act
may be sold under Rule 144 rather than under this prospectus. The Shares may be sold in some states only through registered or licensed
brokers or dealers. In addition, in some states the Shares may not be sold unless they have been registered or qualified for sale or
an exemption from registration or qualification is available and complied with.
The
Selling Stockholders and any other person participating in the sale of the Shares will be subject to the Exchange Act. The Exchange Act
rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the Shares by the Selling
Stockholders and any other person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the
Shares to engage in market-making activities with respect to the particular Shares being distributed. This may affect the marketability
of the Shares and the ability of any person or entity to engage in market-making activities with respect to the Shares.
The
Selling Stockholders may indemnify any broker or underwriter that participates in transactions involving the sale of the Shares against
certain liabilities, including liabilities arising under the Securities Act.
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 financial
statements of KULR Technology Group, Inc. and Subsidiary as of December 31, 2020 and 2019 and for each of the two years in
the period ended December 31, 2020, included in our annual report on Form 10-K for the year ended December 31, 2020, which
is incorporated herein by reference, have been audited by Marcum LLP, independent registered public accounting firm, as set forth in
their report thereon, which is incorporated herein by reference given on the authority of such firm as experts in accounting and auditing
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE
The following documents filed
with the SEC are hereby incorporated by reference in this prospectus:
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a)
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The Registrant’s latest Annual
Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”) or latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities
Act”), that contains audited financial statements for the Registrant’s latest
fiscal year for which such statements have been filed;
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b)
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All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s
latest annual report or prospectus referred to in (a) above;
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d)
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All other reports and documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and
exhibits furnished on such form that relate to such items) on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein and to be a
part of this Registration Statement from the date of the filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed document that
also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
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DISCLOSURE OF COMMISSION
POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant, the registrant
has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
WHERE YOU CAN FIND
MORE INFORMATION
We file annual, quarterly
and other reports, proxy statements and 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. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, including any amendments to those reports, and other information that we file with or furnish
to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge by linking directly
from our website at www.kulrtechnology.com. These filings will be available as soon as reasonably practicable after we electronically
file such material with, or furnish it to, the SEC. Information contained on our website is not part of this prospectus.
The Registrant hereby undertakes
to provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written
or oral request of any such person, a copy of any and all of the information that has been incorporated by reference in this prospectus
but not delivered with the prospectus other than the exhibits to those documents, unless the exhibits are specifically incorporated by
reference into the information that this prospectus incorporates. Requests for documents should be directed to KULR Group Technology
Group, Inc., Attention: Investor Relations, 4863 Shawline Street, San Diego, California 92111, (408)-663-5247.
KULR GROUP TECHNOLOGY, INC.
UP TO 6,410,000 SHARES OF COMMON STOCK
REOFFER PROSPECTUS
November 29, 2021
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed
with the SEC are hereby incorporated by reference in this prospectus:
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a)
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The Registrant’s latest Annual
Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”) or latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities
Act”), that contains audited financial statements for the Registrant’s latest
fiscal year for which such statements have been filed;
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b)
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All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s
latest annual report or prospectus referred to in (a) above;
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d)
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All other reports and documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and
exhibits furnished on such form that relate to such items) on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein and to be a
part of this Registration Statement from the date of the filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed document that
also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by Delaware
law, our certificate of incorporation provides that no director will be liable to us or our stockholders for monetary damages for breach
of certain fiduciary duties as a director. The effect of this provision is to restrict our rights and the rights of our stockholders
in derivative suits to recover monetary damages against a director for breach of certain fiduciary duties as a director, except that
a director will be personally liable for:
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•
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any breach of his or her
duty of loyalty to us or our stockholders;
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•
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acts or omissions not in
good faith which involve intentional misconduct or a knowing violation of law;
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•
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the payment of dividends
or the redemption or purchase of stock in violation of Delaware law; or
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•
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any transaction from which
the director derived an improper personal benefit.
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This provision does not affect
a director’s liability under the federal securities laws.
At present, we maintain directors’
and officers’ liability insurance in order to limit the exposure to liability for indemnification of directors and officers, including
liabilities under the Securities Act.
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 Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
Item 7. Exemption from Registration Claimed.
The issuance of the Shares
being offered by the Form S-3 resale prospectus were deemed to be exempt from registration under the Securities Act in reliance
upon Section 4(a)(2) of the Securities Act (or Regulation D or Regulation S promulgated thereunder) as transactions by an issuer
not involving any public offering. The recipients of the securities in each of these transactions represented their intentions to acquire
the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends
were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships
with us, to information about the Registrant.
Item 8. Exhibits.
EXHIBIT INDEX
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
1. To file, during any period
in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any
prospectus required by section 10(a)(3) of the Securities Act;
(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 a 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, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if 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 Exchange Act that are incorporated by reference in the Registration Statement.
2. That, for the purpose
of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
3. To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities
arising under the Securities Act 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 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 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on November 29, 2021.
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KULR GROUP TECHNOLOGY, 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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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below hereby constitutes and appoints Michael Mo as his true and lawful attorneys-in-fact and agents,
with full power of substitution, for him in any and all capacities, to sign any or all amendments to this Registration Statement on Form S-8
(including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he
might or could do in person, hereby and about the premises hereby ratifying and confirming all that said attorneys-in-fact and agent,
proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof
Pursuant to the requirements of the Securities
Act of 1933, as amended, the following persons in the capacities and on the dates indicated have signed this Registration Statement below.
Signature
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Title
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Date
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/s/
Michael Mo
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Chief
Executive Officer (Principal Executive Officer) and Director
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November 29,
2021
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Michael
Mo
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/s/
Simon Westbrook
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Chief
Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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November 29,
2021
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Simon
Westbrook
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/s/
Timothy Knowles
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Chief
Technical Officer and Director
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November 29,
2021
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Timothy
Knowles
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/s/
Morio Kurosaki
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Director
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November 29,
2021
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Morio
Kurosaki
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/s/
Stayce D. Harris
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Director
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November 29,
2021
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Stayce
D. Harris
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/s/
Joanna D. Massey
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Director
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November 29,
2021
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Joanna
D. Massey
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