Form 8-K - Current report

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): November 14, 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 2.02

Results of Operations and Financial Condition

On November 14, 2023, KULR Technology Group, Inc. (the “Company”) issued a press release announcing certain financial results for the third quarter ended September 30, 2023. A copy of the press release is incorporated herein by reference and is furnished as Exhibit 99.1.

The information under this Item 2.02 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01

Regulation FD Disclosure

In addition to announcing financial results, the press release discussed, among other things, recent operational highlights.

A copy of the 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 releass 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

Exhibits

Exhibit No.		Description
99.1		Press Release dated November 14, 2023
104		Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

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: November 14, 2023	By:	/s/ Michael Mo
		Michael Mo
		Chief Executive Officer

Exhibit 99.1

KULR Technology Group Reports Third Quarter 2023 Financial Results; Company on Track with Analysts’ Q4 Forecasts

SAN DIEGO / GLOBENEWSWIRE / November 14, 2023 / KULR Technology Group, Inc. (NYSE American: KULR) (the "Company" or "KULR"), a global leader in sustainable energy management, today reported results for the third quarter ended September 30, 2023.

Third Quarter 2023 Financial Results

Revenues: In the third quarter that ended September 30, 2023, revenue increased to $3.04 million from $1.39 million reported in the same period last year, with revenues more than doubling - or an increase of approximately 118%. Contract Services revenue increased over 4,800%, with revenue of approximately $1.14 million versus approximately $20 thousand in the same quarter last year. Product revenue for the quarter was approximately $1.90 million, up from approximately $1.37 million during the same period last year for an increase of over 38%.

Cash and Accounts Receivable: As of September 30, 2023, the Company had cash and accounts receivable combined of $2.46 million.

Gross Margins: Gross margin was 44% in the quarter ending September 30, 2023, compared to 33% in the same period last year.

Selling, General and Administrative (SG&A) Expenses: SG&A expenses increased to $4.79 million in the third quarter of 2023 from $4.35 million in the same period last year. The increase in SG&A expenses was primarily due to increases in labor costs.

Research and Development (R&D) Expenses: R&D expenses in the third quarter of 2023 increased to $1.64 million from $1.07 million in the same period last year. The increased investment in R&D reflects the increasing customer demand and servicing the growing sales pipeline.

Operating Loss: Loss from operations was $5.10 million for the third quarter of 2023, compared to $4.96 million from the same period last year. Operating loss in the third quarter was driven by SG&A expenses and investment in R&D.

Net Loss: Net loss for the third quarter of 2023 was $5.56 million, or a loss of $0.05 per share, compared to a net loss of $5.59 million, or a loss of $0.05 per share from the same period last year.

Management Commentary

KULR Chief Financial Officer Shawn Canter noted, “KULR posted another record quarter – the second in a row – with revenue more than double that of the same quarter of 2022, and triple the revenues seen in the first nine-months of this year versus the same nine-month period last year.” Commenting on KULR’s renewed focus on capital allocation, Canter said, “It is important to highlight that through the first 9 months of 2023, we reduced our cash used for operations by almost 20% against the same time period last year all while increasing revenue by 244%.”

Looking forward, President and Chief Operating Officer Keith Cochran pointed out, “Management is enthusiastic about this continued growth trend. Given what our team is seeing today, management is confidently on track and comfortable with analysts’ fourth quarter 2023 revenue estimates.”

Third Quarter 2023 and Recent Operational Highlights:

KULR Selected by a Top 5 American Electric Truck Manufacturer to Test and Design Safer Next-Gen Batteries. The Manufacturer has publicly forecasted a substantial ramp-up in production of its electric SUVs and trucks next year with KULR’s safer and superior battery performance to distinguish itself from rivals and unlock its expected growth. According to Research and Markets (2022), the U.S. electric truck market is expected to grow at a 54% CAGR and reach $15 billion by 2030.

KULR and Cirba Solutions Announced a Groundbreaking National Recycling Program for Lithium-Ion Batteries and Battery Material Packaging. This collaboration focuses on developing a safe transportation platform for original equipment manufacturers (“OEM’s”) to store and transport prototype, end of life, damaged, defective, and recalled lithium-ion batteries by utilizing KULR’s SafeCASE™, and Cirba Solutions’ nationwide logistics and recycling services. The collaboration between KULR and Cirba Solutions is an exclusive nationwide program.

KULR Secured Third NASA Order for Automated Battery Cell Testing Services. KULR's latest purchase order from the National Aeronautics and Space Administration (“NASA”), is part of a multi-phase agreement for its advanced automated battery cell screening system. According to Straits Research, the global battery cell testing market was valued at $5 billion in 2021 and is anticipated to reach $7 billion by 2030

KULR and Forge Nano Formed a Strategic Partnership for Enhanced Battery Safety and Performance. This partnership will utilize the KULR ONE Design Solutions platform to develop next generation battery packs with Forge Nano’s proprietary battery cell technology. The strategic partnership is estimated as a $3.5 million to $5 million revenue opportunity.

KULR Technology Group Supplies Velos Rotors with Vibration Reduction Technology. KULR partnered with Velos Rotors ("VELOS") to provide its KULR VIBE service as an added enhancement to the Velos V3 UAV helicopter for reducing vibration and increasing balance of UAV payloads that are highly sensitive to the impact of aircraft vibration.

Conference Call
The Company has scheduled a conference call for November 14, 2023, at 4:30 p.m. ET to discuss these results. Michael Mo, KULR’s CEO, Keith Cochran, President & COO, and Shawn Canter, CFO, will provide a business update for the Company followed by a question-and-answer period.

To access the call:

Date: Tuesday, November 14, 2023

Time: 4:30 p.m. Eastern time (1:30 p.m. Pacific time)

U.S. dial-in: 855-459-0165

Access Code: 361411

Webcast: Click here to access

Please call the conference telephone number 10 minutes prior to the start time. The conference call will be available for replay here and via the Investor Relations section on KULR’s website (www.kulrtechnology.com).

About KULR Technology Group Inc.
KULR Technology Group Inc. (NYSE American: KULR) is a leading energy management platform company offering proven solutions that play a critical role in accelerating the electrification of the circular economy. Leveraging a foundation in developing, manufacturing, and licensing next-generation carbon fiber thermal management technologies for batteries and electronic systems, KULR has evolved its holistic suite of products and services to enable its customers across disciplines to operate with efficiency and sustainability in mind. For more information, please visit www.kulrtechnology.com.

Safe Harbor Statement  
This press release does not constitute an offer to sell or a solicitation of offers to buy any securities of any entity. This release contains certain forward-looking statements based on our current expectations, forecasts and assumptions that involve risks and uncertainties. Forward-looking statements in this release are based on information available to us as of the date hereof. Our actual results may differ materially from those stated or implied in such forward-looking statements, due to risks and uncertainties associated with our business, which include the risk factors disclosed in our Form 10-K filed with the Securities and Exchange Commission on March 28, 2023 and the additional risk factor disclosed in our Form 10-Q filed with the Securities and Exchange Commission on August 16, 2023. Forward-looking statements include statements regarding our expectations, beliefs, intentions, or strategies regarding the future and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” and “would” or similar words. All forecasts are provided by management in this release are based on information available at this time and management expects that internal projections and expectations may change over time. In addition, the forecasts are entirely on management’s best estimate of our future financial performance given our current contracts, current backlog of opportunities and conversations with new and existing customers about our products and services. We assume no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise. 

Investor Relations:

KULR Technology Group, Inc.

Phone: 858-866-8478 x 847

Email: ir@kulrtechnology.com

Media Relations:

Further PR

Email: press@furtherpr.com

Cover	Nov. 14, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 14, 2023
Entity File Number	001-40454
Entity Registrant Name	KULR TECHNOLOGY GROUP, INC.
Entity Central Index Key	0001662684
Entity Tax Identification Number	81-1004273
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4863 Shawline Street
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92111
City Area Code	408
Local Phone Number	663-5247
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	KULR
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false