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): June 3, 2022
| 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
(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 our Current Report on Form 8-K filed on May 16, 2022 (the “Prior 8-K”), KULR Technology Group, Inc. (the “Company”) entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”), 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 (“Shares”) of common stock, par value $0.0001 per share, at the Company’s request any time during the commitment period commencing on May 13, 2022 and terminating on the earliest of (i) the first day of the month following the 24-month anniversary of the SEPA and (ii) the date on which Yorkville shall have made payment of any advances requested pursuant to the SEPA for shares of the Company’s common stock equal to the commitment amount of $50,000,000. Each sale the Company requests under the SEPA (an “Advance”) may be for a number of shares of common stock with an aggregate value of up to $5,000,000. The shares would be purchased at 98.0% of the Market Price (as defined below) and would be subject to certain limitations, including that Yorkville could not purchase any shares that would result in it beneficially owning more than 4.99% of the Company’s common stock. “Market Price” is defined in the SEPA as the lowest of the VWAPs (as defined below) during each of the three consecutive trading days commencing on the trading day following the Company’s submission of an Advance notice to Yorkville. “VWAP” is defined in the SEPA to mean, for any trading day, the daily volume weighted average price of the Company’s common stock for such date on the NYSE American as reported by Bloomberg L.P. during regular trading hours.
On June 3, 2022, the Company and Yorkville amended the SEPA pursuant to that certain Amendment to Standby Equity Purchase Agreement (the “SEPA Amendment”), to revise the definition of “Commitment Amount” to clarify that, as to any Advance, the issuance of Shares in respect of such Advance would be excluded from the Exchange Cap (as defined below) if (a) the Company’s stockholders have approved issuances in excess of the Exchange Cap (as defined in the SEPA) in accordance with the rules of the Principal Market or (b) the Purchase Price of the Shares, with respect to an Advance, equals or exceeds a per share price equal to the greater of (i) the book value of the Shares immediately preceding the delivery of the Advance Notice (as defined in the SEPA) or (ii) or the market value of the Common Shares (as reflected on Bloomberg, LP) immediately preceding the delivery of the Advance Notice (in either case in compliance with the NYSE American rules).
As previously disclosed in the Prior 8-K, pursuant to the SEPA, the Company (i) is required to register all shares which Yorkville may acquire and file with the Securities and Exchange Commission a prospectus supplement to the Company’s prospectus, dated July 13, 2021, filed as part of the Company’s effective shelf registration statement on Form S-3, File No. 333-257697 (the “Registration Statement”), registering the shares of Common Stock that are to be offered and sold to Yorkville pursuant to the SEPA and (ii) currently intends to use the net proceeds from any sale of the shares for working capital and other general corporate purposes, which may include, among other things, procuring battery cell supplies, as well as other key materials, and bringing part of its production capabilities to North America. The Company is not required to pay any additional amounts to reimburse or otherwise compensate Yorkville in connection with the transaction except for a $10,000 structuring fee.
The foregoing is a summary description of certain terms of the SEPA and the SEPA Amendment. For a full description of all terms, please refer to the copies of the SEPA and the SEPA Amendment that are incorporated by reference and filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K, each of which is incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
| Exhibit Number | Description of Document | |
| 10.1 | Standby Equity Purchase Agreement, dated May 13, 2022, by and between KULR Technology Group, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2022) | |
| 10.2 | Amendment, dated June 3, 2022, to the Standby Equity Purchase Agreement by and between KULR Technology Group, Inc. and YA II PN, Ltd. | |
| 104 | Cover page of this Current Report on Form 8-K formatted in Inline XBRL |
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: June 3, 2022 | By: | /s/ Michael Mo |
| Michael Mo | ||
| President & Chief Executive Officer | ||
Exhibit 10.2
EXECUTION VERSION
AMENDEDMENT
TO
STANDBY EQUITY PURCHASE AGREEMENT
THIS AMENDMENT AGREEMENT dated as of June 3, 2022 (the “Amendment”) is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and KULR TECHNOLOGY GROUP, INC., a company incorporated under the laws of the State of Delaware (the “Company”).
WHEREAS, the parties entered into a Standby Equity Purchase Agreement dated May 13, 2022 (the “Agreement”) pursuant to which, the Company shall have the right to issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $50 million of the Company’s shares of common stock, par value $0.0001 per share (the “Common Shares”); and
WHEREAS, the parties wish to amend the Agreement as set forth below.
NOW, THEREFORE, the parties hereto agree as follows:
| 1. | Amendment of Section 3.14. |
Section 1.14 of the Agreement is deleted in its entirety and the following language shall replace Section 3.14 of the Agreement:
Section 1.14 “Commitment Amount” shall mean $50,000,000 of Common Shares, provided that, the Company shall not affect any sales under this Agreement and the Investor shall not have the obligation to purchase Common Shares under this Agreement to the extent (but only to the extent) that after giving effect to such purchase and sale the aggregate number of Common Shares issued under this Agreement would exceed 19.9% of the outstanding Common Shares as of the date of this Agreement (the number of shares which may be issued without violating such rules and regulations is 21,297,484 and shall be referred to as the “Exchange Cap”), provided further that, the Exchange Cap will not apply if (a) the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Principal Market or (b) the Purchase Price of Common Shares, with respect to an Advance, equals or exceeds a per share price equal to the greater of (i) book value of Common Shares immediately preceding the delivery of the Advance Notice or (ii) or the market value of the Common Shares (as reflected on Bloomberg, LP) immediately preceding the delivery of the Advance Notice (in either case in compliance with the NYSE American rules and shall be referred to herein as the “Minimum Exchange Price”) (the Exchange Cap and the Minimum Exchange Price being collectively referred to as the “Principal Market Limitation”). The Exchange Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction.
| 2. | Amendment of Exhibit A attached to the Agreement. |
Exhibit A attached to the Agreement is deleted in its entirety and replaced with the following Exhibit A attached hereto.
| 3. | Amendment Exhibit B attached to the Agreement. |
Exhibit B attached to the Agreement is deleted in its entirety and replaced with the following Exhibit A attached hereto.
| 4. | Miscellaneous. |
| A. | Except as provided hereinabove, all of the terms and conditions contained in the Agreement shall remain unchanged and in full force and effect. |
| B. | This Amendment is made pursuant to and in accordance with the terms and conditions of the Agreement. |
| C. | All capitalized but not defined terms used herein shall have those meanings ascribed to them in the Agreement. |
| D. | All provisions in the Agreement and any amendments, schedules or exhibits other than the ones attached hereto in conflict with this Amendment shall be and hereby are changed to conform to this Amendment. |
[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Standby Equity Purchase Agreement to be executed by the undersigned, thereunto duly authorized, as of the date first set forth above.
| COMPANY: | ||
| KULR Technology Group, Inc. | ||
| By: | /s/ Michael Mo | |
| Name: Michael Mo | ||
| Title: CEO and Chairman | ||
| INVESTOR: | |||
| YA II PN, Ltd. | |||
| By: | Yorkville Advisors Global, LP | ||
| Its: | Investment Manager | ||
| By: | Yorkville Advisors Global II, LLC | ||
| Its: | General Partner | ||
| By: | /s/ David Gonzalez | ||
| Name: | David Gonzalez | ||
| Title: | General Counsel | ||
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EXHIBIT A
ADVANCE NOTICE
KULR TECHNOLOGY GROUP, INC.
Dated: ______________ Advance Notice Number: ____
The undersigned, _______________________, hereby certifies, with respect to the sale of Common Shares of KULR TECHNOLOGY GROUP, INC. (the “Company”) issuable in connection with this Advance Notice, delivered pursuant to that certain Standby Equity Purchase Agreement, dated as of May 13, 2022 and amended June 3, 2022 (the “Agreement”), as follows:
1. The undersigned is the duly elected ______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post-effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company contained in this Agreement on or prior to the Advance Notice Date. All conditions to the delivery of this Advance Notice are satisfied as of the date hereof.
4. The amount of the Advance the Company is requesting is _____________________.
5. The Minimum Acceptable Price with respect to this Advance Notice is _________ (if left blank then no Minimum Acceptable Price will be applicable to this Advance).
6. The number of Common Shares of the Company outstanding as of the date hereof is ___________.
7. The book value of the Company’s Common Stock is ________________.
8. The NYSE American Price of the Common Shares (as reflected on Bloomberg, LP) is __________.
9. The Minimum Exchange Price with respect to this Advance Notice is _________.
10. The Exchange Cap is ___________ Common Shares.
The undersigned has executed this Advance Notice as of the date first set forth above.
| KULR TECHNOLOGY GROUP, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
Please deliver this Advance Notice by email to:
Email: Trading@yorkvilleadvisors.com
Attention: Trading Department and Compliance Officer
Confirmation Telephone Number: (201) 985-8300.
EXHIBIT B
FORM OF SETTLEMENT DOCUMENT
VIA EMAIL
KULR TECHNOLOGY GROUP, INC.
Attn:
Email:
| Below please find the settlement information with respect to the Advance Notice Date of: | ||
| 1. | Advance requested in the Advance Notice | |
| 2. | The Minimum Exchange Price for this Advance | |
| 3. | Minimum Acceptable Price for this Advance (if any) | |
| 4. | Number of Excluded Days (if any) | |
| 5. | Adjusted Advance Amount (after taking into account any adjustments pursuant to Section 2.01): | |
| 6. | Market Price | |
| 7. | Purchase Price (Market Price x 98%) per share | |
| 8. | Number of Shares due to Investor | |
| If there were any Excluded Days then add the following (see Section 2.01(d)) | ||
| 9. | Number of Additional Shares to be issued to Investor | |
| 10. | Additional amount to be paid to the Company by the Investor (Additional Shares in number 9 x Minimum Acceptable Price) | |
| 11. | Total Amount to be paid to Company (Purchase Price in number 7 + Additional amount in number 9): | |
| 12. | Total Shares to be issued to Investor (Shares due to Investor in number 8 + Additional Shares in number 9): | |
| Total Shares to be issued to Investor (Shares due to Investor in number 8 + Additional Shares in number 9): |
Please issue the number of Shares due to the Investor to the account of the Investor as follows:
Investor’s DTC participant #:
ACCOUNT NAME:
ACCOUNT NUMBER:
ADDRESS:
CITY:
COUNTRY:
Contact person:
Number and/or email:
| Sincerely, | |
| YA II PN, LTD. |
Agreed and approved By KULR TECHNOLOGY GROUP, INC.:
| Name: | |
| Title: |