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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 20, 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
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) |
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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 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On December 20, 2023, KULR Technology Group, Inc. (the “Company”)
received a letter (the “Letter”) from the staff of NYSE American LLC (the “Exchange”) stating that the Company’s
stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (“Form 10-K”)
was not in compliance with the Exchange’s continued listing standards under Section 1003(a)(iii) of the NYSE American Company Guide
(the “Company Guide”). Section 1003(a)(iii) of the Company Guide requires a listed company to have stockholders’ equity
of $6 million or more if the listed company has reported losses from continuing operations and/or net losses in its five most recent fiscal
years. The Company is now subject to the procedures and requirements of Section 1009 of the Company Guide. The Company has until January
19 ,2023, to submit a plan (the “Plan”) of actions it has taken or will take to regain compliance with the continued listing
standards by June 20, 2025.
The Company intends to timely deliver a Plan
to the Exchange. If the Exchange accepts the Plan, the Company will be able to continue its listing during the Plan period and will be
subject to periodic reviews including quarterly monitoring for compliance with the Plan until it has regained compliance. If the Plan
is not accepted by the Exchange, the Letter stated that delisting proceedings will commence. The Company may appeal a staff delisting
determination in accordance with Section 1010 and Part 12 of the Company Guide.
The Letter has no immediate effect on the
listing or trading of the Company’s common stock on the Exchange. The Company’s receipt of the Letter from the Exchange does
not affect the Company’s business, operations or reporting requirements with the U.S. Securities and Exchange Commission.
Item 8.01 Other Events.
On December 22, 2023, the Company issued a
press release relating to the matters described in Item 3.01 of this Current Report on Form 8-K, a copy of which is attached hereto as
Exhibit 99.1.
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 22, 2023 |
By: |
/s/ Michael Mo |
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Michael Mo |
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President & Chief Executive Officer |
Exhibit 99.1
KULR Receives Non-Compliance Notice from NYSE
American
Company to Deliver Plan of Compliance to NYSE
American
SAN DIEGO / GLOBENEWSWIRE / December 22,
2023 / KULR Technology Group, Inc. (NYSE American: KULR) (the "Company" or
"KULR"), a global leader in sustainable energy management, today announced it received a notice from the staff of NYSE
American LLC (the "Exchange") that KULR was not in compliance with the Exchange's continued listing standards under
Section 1003(a)(i), (ii), and (iii) of the NYSE American Company Guide. Section 1003(a)(i) requires a listed company to have
stockholders' equity of $2 million or more if the listed company has reported losses from continuing operations and/or net losses in
two of its three most recent fiscal years, Section 1003(a)(ii) requires a listed company to have stockholders' equity of $4 million
or more if the listed company has reported losses from continuing operations and/or net losses in three of its four most recent
fiscal years, and Section 1003(a)(iii) requires a listed company to have stockholders' equity of $6 million or more if the listed
company has reported losses from continuing operations and/or net losses in its five most recent fiscal years. In order to regain compliance with Section 1003(a)(iii), the Company is now
subject to the procedures and requirements of Section 1009 of the NYSE American Company Guide and has until January 19, 2024, to
submit a plan (the "Plan") of actions it has taken or will take to regain compliance with the continued listing standards
by June 20, 2025.
KULR intends to timely deliver a Plan to the Exchange.
If the Exchange accepts the Plan, KULR will be able to continue its listing during the Plan period and will be subject to periodic reviews
including quarterly monitoring for compliance with the Plan until it has regained compliance.
Receipt of the notice from the Exchange has no
immediate effect on the listing or trading of KULR’s common stock on the Exchange, and does not affect KULR’s business, operations
or reporting requirements with the U.S. Securities and Exchange Commission.
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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