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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):
December 19, 2023
KULR
TECHNOLOGY GROUP, INC.
(Exact name of the registrant as specified in its
charter)
Delaware |
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001-40454 |
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81-1004273 |
(State or other jurisdiction of
incorporation) |
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(Commission
File Number) |
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(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
(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) |
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¨ |
Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14D-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
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: |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered: |
Common Stock |
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KULR |
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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.
On December 19, 2023, KULR
Technology Group, Inc. (the “Company”) entered into a letter amendment agreement (the “Amendment Agreement”) with
YA and Yorkville Advisors Global, L.P (collectively “Yorkville Advisors” or the “Investor”) in order to amend
and supplement that certain Letter Agreement dated August 30, 2023 (as amended on November 7, 2023, the “August Letter Agreement”)
that was entered into between the Company and Yorkville Advisors, which August Letter Agreement amended and supplemented that certain
Supplemental Agreement dated September 23, 2022.
Pursuant to the Amendment Agreement
the Company and Yorkville Advisors agreed to amend, certain payment dates that were previously established in the August Letter Agreement.
The Company shall now make the following payments:
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on or before the earlier of: (a) the closing of the financing transaction that the Company is carrying out on or about the date hereof (the “Current Offering”) or; (b) December 31, 2023, the Company shall pay an amount equal to the sum of (i) $1,000,000 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”); |
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on or before February 29, 2024, 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 “February Payment”); and |
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on or before April 30, 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 “April Payment”). |
Notwithstanding the
foregoing, after the December Payment, the company has also agreed that if it conducts any financing transaction (including any
offering of debt or equity securities) other than the Current Offering, the Company shall give Yorkville Advisors the option to
receive up to 50% of the net proceeds from such transactions to make early repayments of amounts outstanding under the Advances,
until all such amounts have been repaid in full. As a preemptive measure, in order to accommodate the Investor’s remedies if
an Event of Default were to occur, the Company further agreed that, on or prior to January 19, 2024, it will initiate procedures to
seek shareholder approval to issue shares of common stock, in excess of the Exchange Cap.
Additionally, the Company and
Yorkville Advisors agreed that, subject to receipt of the December Payment, Yorkville shall not submit Investor Notices prior to May 1,
2024. In the event any Repayment is not made by the Company, then during each calendar month after such unpaid Repayment and to the extent
of such unpaid Repayment, the Investor shall have the option to request Advances of no more than $3,000,000 in principal amount of Advances.
The limitations agreed by the Investor 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 may be waived with the Company’s
prior written consent.
The
foregoing is a summary description of certain terms of the Amendment Agreement. For a full description of all terms, please refer to the
Amendment Agreement that is filed herewith as Exhibit 10.1.
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. |
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Date: December 19, 2023 |
By: |
/s/ Michael Mo |
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Michael Mo |
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President & Chief Executive Officer |
Exhibit 10.1
December 19, 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
30, 2023 Letter Agreement (as amended on November 6, 2023, the “August Letter Agreement”), entered into between KULR
Technology Group, Inc, a Delaware corporation (the “Company”) and the Investor, which August 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 and the August Letter Agreement,
as applicable.
This letter agreement being
entered into by the parties hereto on the date set forth above (the “Letter Agreement”) is intended to amend and replace
Section 2 and Section 3 of the August Letter Agreement. Other than as set forth below (and except that it is acknowledged that the September
Payment was already received by the Investor), the parties hereto agree that the August Letter Agreement, and the Agreement, as amended
and supplemented by August Letter Agreement, shall remain in full force and effect and no other provisions of the Agreement or the August
Letter Agreement is amended or changed by this Agreement.
Section 2 of the August Letter
Agreement shall be amended and replaced in its entirety by:
2. The
Company shall repay the outstanding amounts owed under the Advances in full or in three periodic payments (each, a “Repayment”)
by the dates and in the amounts as follows:
(a) on or before
the earlier of (y) the closing of the financing transaction that the Company is carrying out on or about the date hereof (the “Current
Offering”) or (z) December 31, 2023, the Company shall pay an amount equal to the sum of (i) $1,000,000 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”);
(b) on or before
February 29, 2024, 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 “February Payment”);
(c) on or before
April 30, 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 “April Payment”);
Notwithstanding
the foregoing, in the event the Company conducts any financing transaction (including any offering of debt or equity securities) other
than the Current Offering, the Company shall give Investor the option to receive up to 50% of the net proceeds from such transactions
to make early repayments of amounts outstanding under the Advances, until all such amounts have been repaid in full. In addition, on or
prior to January 19, 2024, the Company hereby agrees to initiate procedures to seek shareholder approval to issue Shares in excess of
the Exchange Cap.
Section 3 of the August Letter
Agreement shall be amended and replaced by the following Section 3:
3. Except as set forth below,
if the December Payment is made, the Investor shall not submit Investor Notices prior to May 1, 2024. In the event any Repayment has not
been made by the due date for such Repayment, during each calendar month after such unpaid Repayment and to the extent of such unpaid
Repayment, the Investor shall have the option to request Advances of no more than $3,000,000 in principal amount of Advances. 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) and may be waived with the prior written consent
of the Company.
The Company acknowledges
and agrees that any failure to pay to the Investor any amount of a Repayment when and as due as set forth herein, or any other breach
of any terms and conditions of the August Letter Agreement as modified by this Letter Agreement, or the Agreement, 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.
[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/ Matthew Beckman |
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Name: |
Matthew Beckman |
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Title: |
Managing Partner |
Agreed and accepted by: |
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KULR Technology Group, Inc. |
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By: |
/s/ Michael Mo |
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Name: |
Michael Mo |
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Title: |
Chief Executive Officer |
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cc: Sichenzia Ross Ference Carmel LLP
via Email: jyamamoto@srfc.law
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