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): October 31, 2016
KT HIGH-TECH MARKETING, INC.
(Exact name of the registrant as specified in its charter)
Delaware | 333-212272 | 81-1004273 | ||
(State or other jurisdiction of | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
14440 Big Basin Way, #12, Saratoga, CA 95070
(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))
ITEM 8.01 Other Information
On October 31, 2016, we entered into a non-binding Letter of Intent (the “LOI”) with KULR Technology Corporation, a Delaware corporation (“KULR”). The LOI outlines the terms of a potential transaction with KULR under which we would acquire all of the issued and outstanding capital stock of KULR in exchange for the issuance, to KULR’s shareholders, of new common stock constituting a majority of our issued and outstanding capital stock post-closing.
KULR is a private technology firm that owns proprietary carbon fiber based (Carbon Fiber Velvet or “CFV”) thermal management solutions that are more effective at storing, conducting, and dissipating waste heat generated by an electronic system’s internal components in comparison to traditional materials such as copper and aluminum. Our President, CEO, and director Michael Mo is a co-founder and the CEO of KULR.
The LOI is a non-binding agreement and any closing of the contemplated transaction will be dependent on the parties’ negotiation of more specific terms and their agreement on definitive transaction documents, among other matters. We can offer no assurance that a transaction with KULR will take place and the negotiations are ongoing. Under the LOI, however, KULR has committed to deal exclusively with us regarding any potential merger, acquisition, or similar transaction until February 10, 2017.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. | Description |
99.1 | Letter of Intent |
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.
KT HIGH-TECH MARKETING, INC. | ||
Date: November 2, 2016 | By: | /s/ Michael Mo |
Michael Mo
President & Chief Executive Officer |
October 31, 2016
KULR Technology Corporation
Attn: Timothy R. Knowles, Director and CTO
6355 Nancy Ridge Dr.
San Diego, CA 92121
Re: | Proposed Merger or Similar Transaction Between KULR Technology Corporation, a Delaware corporation (“KULR”) and KT High-Tech Marketing, Inc., a Delaware corporation (the “KT”) |
Dear Mr. Knowles:
We are pleased to submit this Letter of Intent (“LOI”) whereby KT proposes enter into a Merger Agreement or similar transaction with KULR. These terms are not comprehensive and we expect that additional terms, including reasonable representations and warranties, will be incorporated into a final agreement (the “Definitive Agreement”) to be negotiated. The parties acknowledge and agree that the provisions of this LOI shall constitute the non-binding understandings of the parties with respect to a possible transaction except as expressly otherwise provided herein, it being understood that the parties’ obligation to consummate the transactions will be subject to, among other things, the negotiation and execution of the Definitive Agreement.
6. Conduct of Business of KULR Prior To Closing |
Until the Closing Date, KULR agrees to conduct the business of KULR in substantially the same manner as it is presently conducted and to make no material changes in the business without informing KT prior thereto.
Closing of the transaction contemplated under the Definitive Agreement shall be conditioned upon there having been no material adverse changes and no material adverse developments in the assets, liabilities, business, properties, operations, financial condition, results of operations, or prospects of KULR’s business between the date of this LOI and the Closing Date.
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7. Pre-Closing Covenants |
The Parties shall cooperate with each other and use their reasonable best efforts to execute and deliver the Definitive Agreement and all other documents necessary and desirable to effect the transaction contemplated hereby as soon as possible and to thereafter satisfy each condition to Closing specified thereunder.
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8. Due Diligence and Costs |
Immediately upon execution of this LOI, each party and its advisors will have full access during normal business hours to copies of all documents and information (the “Materials”) regarding the business and operations of the other party that are pertinent to the transaction contemplated by this LOI.
Each party will bear their own costs and expenses relating to this due diligence process as well as the negotiation and implementation of the Definitive Agreement, including all legal and accounting fees. Upon the abandonment of this transaction by the parties, each party will return to the other any Materials received or certify the Materials as destroyed if the Definitive Agreement is not executed.
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9. Exclusivity |
From and after the date hereof and until the Closing Date (the “Exclusivity Period”), KULR hereby covenants and agrees that it will not enter into any agreement or consummate any transaction with any other person, in whatever form, other than in the ordinary course of business consistent with past practice (including, without limitation, merger, acquisition, joint venture, sale of assets, license agreement, distribution agreement, etc.) or enter into any other transaction that would preclude the consummation of the Definitive Agreement as contemplated herein. Each of the parties acknowledges that during the Exclusivity Period, each will incur additional legal and professional costs and expenses in connection with the due diligence activities incident to the planned transaction and that in the event of a breach by either party of this Section 9 all such expenses shall be paid by the breaching party.
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In addition, all negotiations regarding the Definitive Agreement will be confidential and will not be disclosed to anyone other than respective advisors and internal staff of the Parties. No press or other publicity release will be issued to the general public concerning the proposed transaction without mutual consent, unless required by law, and then only upon prior written notice to the other party and the other party’s approval which shall not be unreasonably withheld.
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This LOI may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument. Delivery to us of an executed copy of this LOI by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery to us of the LOI as of the date of successful transmission to us.
We look forward to working with you to complete the Definitive Agreement successfully and expeditiously. If the foregoing correctly sets forth your understanding, please evidence your agreement to this LOI by executing a copy in the space set forth below.
Sincerely,
KT High Tech Marketing, Inc.
By:
/s/ Michael Mo
Agreed to and Accepted:
KULR Technology Corporation:
By:
/s/ Timothy R. Knowles
Print name: Timothy R. Knowles Title: Director and CTO |
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