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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 30, 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 30, 2023, the Company
entered into a letter agreement (the “Letter Agreement”) with YA and Yorkville Advisors Global, L.P (collectively “Yorkville
Advisors”), which amends and replaces the letter agreement entered into by the same parties on August 16, 2023, and is intended
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 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 of $1,500,000 together with accrued interest thereon as well as a 5%
cash payment premium in respect of such principal amount to YA on or before September 22, 2023 or the date of the closing of any financing
conducted by the Company (the “September Payment”); (ii) on or before November 30, 2023, $1,500,000 in principal amount together
with accrued interest thereon as well as a 5% cash payment premium in respect of such principal amount (the “November Payment”);
(iii) on or before December 31, 2023, $2,000,000 in principal amount together with accrued interest thereon as well as a 5% cash payment
premium in respect of such principal amount (“December Payment”); and (iv) on or before January 31, 2024, 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 “January Payment”).
Except
as set forth in the Letter Agreement, Yorkville shall not submit Investor Notices prior to December 1, 2023. Thereafter, during the calendar
month of December, 2023, Yorkville 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 January,
2024, Yorkville 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. Thereafter Yorkville shall have the option to request Advances of no
more than $1,383,333 in principal amount of Advances per month, which amount shall be decreased by any amount of the January Payment or
other repayments actually paid. The limitations agreed to by Yorkville pursuant to the Letter Agreement 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, 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. The Company’s
failure to pay to Yorkville any amount set forth above, which is not cured within the applicable cure period set forth in the Supplemental
Agreement, shall constitute an Event of Default (as defined in the Supplemental Agreement). In addition, in the event the Company fails
to pay any amount of a Repayment when and as due as set forth in the Letter Agreement, which is not cured within the applicable cure period,
the Company agreed (i) that the Floor Price (as defined in the SEPA) shall be reduced to a price equal to 80% of the closing price on
the date the Company failed to pay any amount of a Repayment (but in no event less than $0.20); and (ii) if the number of shares under
the Exchange Cap (as defined in the SEPA) is depleted to below 5,000,000 shares of common stock, to immediately initiate procedures to
seek shareholder approval to issue shares of common stock, if needed, in excess of the Exchange Cap.
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 7.01 Regulation FD Disclosure
On August 30, 2023, KULR
Technology Group, Inc. (the “Company”) issued a press release announcing certain provisions of the Letter Agreement.
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 to be 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 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.
|
KULR TECHNOLOGY GROUP, INC. |
|
|
Date: August 30, 2023 |
By: |
/s/ Michael Mo |
|
|
Michael Mo |
|
|
President & Chief Executive Officer |
Exhibit 10.1
![Logo, company name
Description automatically generated](https://www.sec.gov/Archives/edgar/data/1662684/000110465923096925/tm2325197d1_ex10-1img001.jpg)
August 30, 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 August
16, 2023 Letter Agreement, as amended on August 21, 2023 (the “Letter Agreement”), entered into between KULR Technology
Group, Inc, a Delaware corporation (the “Company”) and the Investor, which Letter Agreement amended and supplemented
that certain Supplemental Agreement 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.
This letter agreement is intended
to amend and replace the Letter 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 September 22,
2023 or on the date of the closing of any financing priced on or before September 22, 2023, the Company shall pay an amount equal to the
sum of (i) $1,500,000 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 “September Payment”);
(c) on or before November
30, 2023, the Company shall pay an amount equal to the sum of (i) $1,500,000 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 “November Payment”);
(d) on or before December
31, 2023, the Company shall pay an amount equal to the sum of (i) $2,000,000 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 “December Payment”); and
(e) on or before January
31, 2024, 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 “January Payment”).
The amount of any Repayment
to be paid as set forth above shall be reduced in chronological order by, if permissible pursuant to Section 3 below, 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. In addition, in the event the Company fails to pay 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, the Company hereby agrees (i) that the Floor Price shall be reduced to a price equal to 80% of the closing price on
the date the Company failed to pay any amount of a Repayment (but in no event less than $0.20); and (ii) if the number of shares under
the Exchange Cap is depleted to below 5 million Shares, to immediately initiate procedures to seek shareholder approval to issue Shares,
if needed, in excess of the Exchange Cap.
3. Except
as set forth below the Investor shall not submit Investor Notices prior to December 1, 2023. 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 November Payment actually paid. Thereafter, during the calendar month of January, 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. Thereafter the Investor shall have the option to request Advances of
no more than $1,383,333 in principal amount of Advances per month, which amount shall be decreased by any amount of the January Payment
or other repayments 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]
|
YA II PN, LTD. |
|
|
|
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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|
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|
By: |
/s/ David Gonzalez |
|
|
Name: |
David Gonzalez |
|
|
Title: |
General Counsel |
Agreed and accepted by: |
|
|
|
KULR Technology Group, Inc. |
|
|
|
By: |
/s/ Michael Mo |
|
Name: Michael Mo |
|
Title: Chief Executive Officer |
|
cc: Sichenzia Ross Ference LLP
via Email: jyamamoto@srf.law
Exhibit 99.1
![](https://www.sec.gov/Archives/edgar/data/1662684/000110465923096925/image_001.jpg)
KULR Announces Extension of Outstanding Note
SAN DIEGO / GLOBENEWSWIRE / August 30, 2023
/ KULR Technology Group, Inc. (NYSE American: KULR) (the "Company" or "KULR"),
a global leader in sustainable energy management, today announced that it has extended the initial tranche of its Note repayment to Yorkville
to September 22, 2023.
Michael Mo, KULR CEO, commented: "During
this period of ongoing discussions with Yorkville Advisors, we appreciate their willingness to grant an extension to the Company's outstanding
Note. In the interim, this allows management to continue to focus on operations and execution of its growth initiatives.”
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 Annual Report Form 10-K filed with the Securities and Exchange Commission on March 28,
2023, as may be amended or supplemented by other reports we file 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. Except as required by law, 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
Media Relations:
Further PR
Email: press@furtherpr.com
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