| Item 1.01 | Entry into a Material Definitive
Agreement. |
On October 5, 2022, KULR Technology
Group, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Vibetech
International, LLC (“Vibetech”) and Norman Serrano, pursuant to which the Company purchased, effective as of 12:01 a.m. on
October 6, 2022 (the “Effective Time”), all of the assets, including intellectual property, of Vibetech (the “Acquired
Assets”) such that an undivided 42.857% interest in the Acquired Assets, was exchanged for shares of common stock of the Company
valued at $1,500,000 on October 5, 2022 and an undivided 57.413% of the Acquired Assets was exchanged for cash consideration of $2,000,000
(the “Cash Consideration” and the transaction as a whole, the “Asset Purchase”).
The Acquired Assets consist
of a suite of products and services (the “KULR VIBE technologies”) for the provision of vibration analysis and mitigation
applicable to multiple industries and sectors. The KULR VIBE technologies will allow the Company to provide solutions across aviation,
transportation, renewable energy (wind), manufacturing, industrial, performance racing and autonomous aerial (drone) applications. Using
proprietary sensor processes with advanced learning algorithms, the KULR VIBE technologies aim to achieve precision balancing solutions
and identification of component failures based on its comprehensive database of vibration signatures.
The Company will issue the
Equity Consideration to Vibetech in four equal installments on the following dates: (i) October 5, 2023, (ii) October 5, 2024, (iii) October
5, 2025, and (iv) October 5, 2026. The Company will pay the Cash Consideration to Vibetech as follows: One Million ($1,000,000) dollars
on October 6, 2022, Five Hundred Thousand ($500,000) dollars on April 5, 2023, and Five Hundred Thousand ($500,000) dollars on October
5, 2023.
The Purchase Agreement includes
customary representations, warranties and covenants of the Company, Vibetech, and Mr. Serrano. The representations and warranties made
by each party were made solely for the benefit of the other party and (i) were not intended to be treated as categorical statements of
fact, but rather as a way of allocating the risk between the parties to the Purchase Agreement if those statements prove to be inaccurate;
(ii) may have been qualified in the Purchase Agreement by disclosures that were made to the other party in disclosure schedules to the
Purchase Agreement; (iii) may apply contract standards of “materiality” and “that are different from “materiality”
under the applicable securities laws; and (iv) were made only as of the date of the Purchase Agreement or such other date or dates as
may be specified in the Purchase Agreement.
The Purchase Agreement also
contains post-closing indemnification provisions pursuant to which the parties have agreed to indemnify each other against losses resulting
from certain events, including breaches of representations and warranties, covenants and certain other matters. The indemnification provisions
also include a liability basket deductible of Fifteen Thousand ($15,000) dollars, liability cap of One Million Five Hundred Thousand ($1,500,000)
dollars and a right of set-off against future payments in the event an indemnified claim arises.
The foregoing is a summary description of certain
terms of the Purchase Agreement. For a full description of all terms, please refer to the copy of the Purchase Agreement that is incorporated
by reference and filed herewith as Exhibit 10.1.