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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):
March 29, 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
(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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Chief Operating Officer
Effective
as of March 31, 2023, KULR Technology Group, Inc. (“KULR” or the “Company”) announced the appointment by the Company’s
Board of Directors (the “Board”) of Shawn Canter as Chief Financial Officer (“CFO”) of the Company.
Mr. Canter, age 52, is a seasoned
corporate executive and board member with over 25 years of experience leading teams in hands-on roles in both institutional and early/growth
stage companies bringing solutions to complex situations. He gained significant financial and transactional experience as an executive
in mergers and acquisitions (“M&A”) at Goldman Sachs and at Bank of America’s investment banking division where
he also served as Chief Operating Officer of M&A. Currently, Mr. Canter is a partner at Orange Capital Ventures, a venture capital
fund. In his new position with KULR, Mr. Canter will be responsible for financial management and driving a disciplined fiscal strategy
while scaling the Company through its commercialization phase. Mr. Canter received a bachelor’s degree in economics and a master’s
degree in organizational behavior from Stanford University, as well as a JD and an MBA from the University of Michigan.
Mr. Canter shall receive an
annual salary of $250,000. In connection with his appointment, the Board granted Mr. Canter 1,500,000 shares of the Company’s common
stock, which shall vest in five (5) equal annual installments. No arrangement or understanding exists between Mr. Canter and any other
persons pursuant to which he was appointed to the management of the Company. Mr. Canter has not engaged in any transaction or any currently
proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any related
person had or will have a direct or indirect material interest.
In
recognition of Mr. Canter’s value to the Company and his appointment to the CFO position, Simon Westbrook resigned as CFO.
Mr. Westbrook’s resignation was not as a result of any disagreements with the Company on any matter relating to its operations,
policies or practices.
| Item 7.01 |
Regulation FD Disclosure |
On March 29, 2023, the Company
issued a press release announcing Mr. Canter’s appointment as CFO of the Company.
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.
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: March 29, 2023 |
By: |
/s/ Michael Mo |
| |
|
Michael Mo |
| |
|
Chief Executive Officer |
Exhibit 99.1
KULR Continues to Strengthen Leadership Team
with Appointment of Former Goldman Sachs M&A Executive Shawn Canter as its New Chief Financial Officer
SAN
DIEGO / GLOBENEWSWIRE / March 29, 2023 / KULR Technology Group, Inc. (NYSE American: KULR) (the "Company" or "KULR"),
a leading energy management platform company accelerating the global transition to a sustainable
electrification economy, today announced it has strengthened its executive leadership team with the appointment of Shawn Canter
as its Chief Financial Officer ("CFO"). Mr. Canter begins his role at the Company effective March 31, 2023.
Mr. Canter is a seasoned corporate executive and board member with
over 25 years of experience leading teams in hands-on roles in both institutional and early/growth stage companies bringing solutions
to complex situations. He gained significant financial and transactional experience as an executive in M&A at Goldman Sachs and at
Bank of America’s investment bank where he also served as Chief Operating Officer of M&A. Currently, Mr. Canter is a partner
at Orange Capital Ventures.
In his new position, Mr. Canter will be responsible for financial management
and driving a disciplined fiscal strategy while scaling the Company through its commercialization phase.
Michael Mo, KULR’s CEO, stated, “We are pleased to welcome
Shawn to the team at an important time for KULR and its growth. Shawn has extensive experience in supporting and guiding the scaling up
of organizations to commercial maturity, and he brings a disciplined approach to driving shareholder value that complements our strategy.
In addition to benefiting from his strong financial management skills, I look forward to collaborating with Shawn on our capital markets
activities and believe he will be a valuable addition to our team with his leadership and team oriented value system.”
Mr. Canter
commented, “I am very excited to join the KULR team and be a part of the mission to catalyze our industry leading, sustainable energy
storage and thermal management technologies to make sustainable energy solutions more effective and safer. With existing marquee customers
like NASA and the US military, KULR is poised to seize an enormous commercial opportunity as the market for electrification expands globally.
This is an exciting time for sustainable energy technologies, and KULR is on the cutting edge.”
Mr. Canter received a bachelor’s degree in economics and a master’s
degree in organizational behavior from Stanford University, as well as a JD and an MBA from the University of Michigan.
This announcement follows the retirement of Simon Westbrook as KULR’s
CFO, effective at the close of business on March 30, 2023. Michael Mo added, “the Company sincerely thanks Simon for his invaluable
contributions as KULR's CFO all these years and we wish him all the best in his future endeavors.”
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 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, 2022. 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:
Mark Komonoski
Partner
Integrous Communications
Phone: 1-877-255-8483
Email: kulr@integcom.us