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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):
August 16, 2023
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
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):
¨ |
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 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in
the Current Reports on Form 8-K filed on May 16, 2022 and June 3, 2022 (the “Prior 8-Ks”), KULR Technology Group, Inc. (the
“Company”) entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”
or “YA”), pursuant to which, 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 (“Common Stock”). On September 23, 2022, the Company entered into
the Supplemental Agreement to the SEPA (the “Supplemental Agreement”) with Yorkville,
pursuant to which Yorkville committed to advance up to $50,000,000 against future purchases of shares of Common Stock under the SEPA.
Under the Supplemental Agreement, the Company received an initial pre-paid advance in the principal amount of $15,000,000 on September
23, 2022 (the “First Advance”) and a second pre-paid advance in the principal amount of $2,000,000 on March 10, 2023 (the
“Second Advance,” and collectively, with the First Advance, the “Advances”).
On August 16, 2023, the Company
entered into a letter agreement (the “Letter Agreement”) with YA and Yorkville Advisors Global, L.P (collectively “Yorkville
Advisors”), to supplement and modify the Supplemental Agreement. As of the date of the Letter Agreement, there was $7,150,000 principal
along with accrued and unpaid interest in the amount of $205,961 thereon outstanding.
Pursuant to the Letter Agreement
and if the Company is successful in receiving gross proceeds of $15,000,000 or more in an offering conducted by the Company, it shall
pay the entire outstanding principal amount together with accrued interest thereon, as well as a 5% cash payment premium on the principal
amount outstanding to YA and, upon such payment, the Supplemental Agreement and the SEPA, as amended on June 3, 2022, shall both automatically
terminate. However, if the Company raises less than $15,000,000 in an offering conducted by it, the Company shall make the following payments:
(i) an initial payment (the “Initial Payment”) of $3,000,000 together with accrued interest thereon as well as a 5% cash payment
premium in respect of such principal amount to YA on or before August 25, 2023 or the date of the closing of any financing conducted by
the Company; (ii) on or before October 31, 2023, $1,383,333 in principal amount together with accrued interest thereon as well as a 5%
cash payment premium in respect of such principal amount (the “October Payment”); (iii) on or before November 30, 2023, $1,383,333
in principal amount together with accrued interest thereon as well as a 5% cash payment premium in respect of such principal amount (“November
Payment”); and (iv) on or before December 31, 2023, the remaining principal amount of the Advances together with accrued interest
thereon as well as a 5% cash payment premium in respect of such principal amount (the “December Payment”).
Conditioned upon payment
of the Initial Payment, YA has agreed not to submit advance notices to the Company prior to October 15, 2023 but beginning on
October 16, 2023 and through the remainder of October 2023, YA shall have the option to submit advance notices of no more than
$1,383,333 in principal, which amount shall be decreased by any amount of the October Payment actually paid. Thereafter, during the
calendar month of November 2023, YA shall have the option to submit advance notices of no more than $1,383,333 in principal amount,
which amount shall be decreased by any amount of the November Payment actually paid. Thereafter, during the calendar month of
December 2023, YA shall have the option to submit any advance notices of no more than $1,383,333 in principal amount, which amount
shall be decreased by any amount of the December Payment actually paid. The foregoing limitations agreed by YA shall not apply (i)
at any time upon the occurrence and during the continuance of an Event of Default (as defined in the Supplemental Agreement),
including failure to make any repayment as set forth above, and (ii) with respect to any YA notices requesting an advance utilizing
a price per share equal to the fixed price (which, for the avoidance of doubt, is $1.7677).
The
foregoing is a summary description of certain terms of the Letter Agreement. For a full description of all terms, please refer to the
Letter Agreement that is filed herewith as Exhibit 10.1 and incorporated herein by reference.
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. |
|
|
Date: August 16, 2023 |
By: |
/s/ Michael Mo |
|
|
Michael Mo |
|
|
President & Chief Executive Officer |
Exhibit 10.1
![](https://www.sec.gov/Archives/edgar/data/1662684/000110465923092530/tm2323952d1_ex10-1img1.jpg)
August 16, 2023
KULR Technology Group, Inc. 4863 Shawline Street
San Diego, CA 92111
Email: Michael.Mo@kulrtechnology.com
Dear Sirs:
I
am writing on behalf of YA II PN, Ltd (the “Investor”), which is managed by Yorkville Advisors Global, L.P. Reference
is made to the Supplemental Agreement entered into between KULR Technology Group, Inc, a Delaware corporation (the “Company”)
to the Investor dated September 23, 2022 (the “Agreement”). Capitalized terms used herein and not otherwise defined
herein shall have the meaning assigned to them in the Agreement.
Pursuant to the
Supplemental Agreement, an initial Pre-Paid Advance in the principal amount of $15,000,000 was advanced by the Investor to the Company
on September 23, 2022 (the “First Advance”) and a second Pre-Paid Advance in the principal amount of $2,000,000 was
advanced by the Investor to the Company on March 10, 2023 (the “Second Advance,” and collectively, with the First Advance,
the “Advances”). As of July 26, 2023, the outstanding balances owed under the Advances are as set forth below.
| |
First Advance | | |
Second Advance | | |
Total | |
Principal | |
$ | 5,150,000 | | |
$ | 2,000,000 | | |
$ | 7,150,000 | |
Interest1 | |
$ | 90,301 | | |
$ | 74,521 | | |
$ | 164,822 | |
Total | |
$ | 5,240,301 | | |
$ | 2,074,521 | | |
$ | 7,314,822 | |
The parties hereby agree to the following:
1. Notwithstanding anything to the contrary in the Agreement, the Investor agrees that any and all notices of an event described in
Section 2.3(c)(i) of the Agreement (a “Triggering Event”) under the Agreement have been and, nevertheless, are hereby
rescinded and any past or future payment obligations of the Company that may arise due to a Triggering Event are hereby superseded by
the payment obligations set forth herein. Furthermore, the Investor agrees, acknowledges and confirms that the Investor has never sent
a notice of an Event of Default under the Agreement.
1 Interest shown above is as of July 26,
2023. Each day thereafter, additional interest accrues on the principal balance set forth above at the rate of $1,959 per day.
2. The Company shall repay the outstanding amounts owed under the Advances in full or in four periodic payments (each, a “Repayment”)
by the dates and in the amounts as set forth below (and any notice provisions required pursuant to the Agreement shall be deemed to be
satisfied).
(a)
In the event that the Company closes a financing in excess of $15,000,000, the Company shall pay (i) all outstanding accrued and
unpaid interest and (ii) the Payment Premium (i.e. 5%) in respect of such principal amount outstanding, and, upon receipt of such full
payment, the Company and the Investor shall mutually agree to deem the Agreement and the SEPA to be automatically terminated by mutual
consent;
(b)
On or before the earlier of August 25, 2023 or the date of the closing of any financing conducted by the Company, the Company shall
pay an amount equal to the sum of (i)
$3,000,000 in principal amount, (ii)
the Payment Premium (i.e. 5%) in respect of such principal amount, and (iii) all outstanding accrued and unpaid interest in respect of
such payment date (collectively, the “August Payment”);
(c)
on or before October 31, 2023, the Company shall pay an amount equal to the sum of (i) $1,383,333 in principal amount, (ii) the
Payment Premium (i.e. 5%) in respect of such principal amount, and (iii) all outstanding accrued and unpaid interest in respect of such
payment date (collectively, the “October Payment”);
(d)
on or before November 30, 2023, the Company shall pay an amount equal to the sum of (i) $1,383,333 in principal amount, (ii) the
Payment Premium (i.e. 5%) in respect of such principal amount, and (iii) all outstanding accrued and unpaid interest in respect of such
payment date (collectively, the “November Payment”); and
(e)
on or before December 31, 2023, the Company shall pay an amount equal to the sum of (i) the remaining principal amount on the Advances,
(ii) the Payment Premium (i.e. 5%) in respect of such principal amount, and (iii) all outstanding accrued and unpaid interest in respect
of such payment date (collectively, the “December Payment”).
The amount of
any Repayment to be paid as set forth above shall be reduced in chronological order by any Investor Notices submitted by the Investor
prior to the due date of any such Repayment. The Company’s failure to pay to the Investor any amount of a Repayment when and as
due as set forth herein, which is not cured within the applicable cure period set forth in Section 2.3(e)(i) of the Agreement, shall constitute
an Event of Default under the Agreement.
3. The Investor agrees that, except as set forth below and provided that the August Repayment has been timely received, the Investor
shall not submit Investor Notices prior to October 15, 2023 but beginning on October 16, 2023 and through the remainder of October, 2023,
the Investor shall have the option to request Advances of no more than $1,383,333 in principal amount of Advances, which amount shall
be decreased by any amount of the October Payment actually paid. Thereafter, during the calendar month of November, 2023, the Investor
shall have the option to request Advances of no more than $1,383,333 in principal amount of Advances, which amount shall be decreased
by any amount of the November Payment actually paid.
Thereafter, during the calendar month
of December, 2023, the Investor shall have the option to request Advances of no more than $1,383,333 in principal amount of Advances,
which amount shall be decreased by any amount of the December Payment actually paid. The limitations agreed by the Investor in this section
shall not apply (i) at any time upon the occurrence and during the continuance of an Event of Default, including failure to make any Repayment
as set forth above, and (ii) with respect to any Investor Notice requesting an Advance utilizing a price per share equal to the Fixed
Price (which, for the avoidance of doubt, is $1.7677). The foregoing limitations in this subsection may be waived with the prior written
consent of the Company.
Please make the
required Repayments by the applicable due dates, to the account of the Investor by wire transfer of immediately available funds to the
account attached hereto. If you have any questions, please contact me at legal@yorkvilleadvisors.com
or 201-536-5140 or 201- 536-5109.
[Remainder of page intentionally left
blank]
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YA II PN, LTD. |
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By: |
Yorkville Advisors Global LP |
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Its: |
Investment Manager |
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By: |
Yorkville Advisors Global II, LLC |
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Its: |
General Partner |
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By: |
/s/ David Gonzalez |
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Name: |
David Gonzalez |
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Title: |
General Counsel |
Agreed and accepted by:
KULR Technology Group, Inc.
Name: Michael Mo
Title: Chief Executive Officer
cc:
Sichenzia Ross Ference LLP
via
Email: jyamamoto@srf.law
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