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): July 5, 2019
KULR TECHNOLOGY GROUP, INC.
(Exact name of the registrant as specified in its charter)
| Delaware | 000-55564 | 81-1004273 | ||
| (State or other jurisdiction of | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
1999 S. Bascom Ave. Suite 700. Campbell, CA 95008
(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 S`ymbol(s) | Name of each exchange on which registered: | ||
| None |
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 1.02 | Termination of a Material Definitive Agreement |
On July 5, 2019, KULR Technology Group, Inc. (the “Company”) entered into a Rescission and Termination Agreement (the “Termination Agreement”) with the stockholders (the “Sellers”) (each Seller, individually, and the Company, a “Party” or collectively, the “Parties”) holding 100% of the ownership interest in TECHTOM Co., Ltd. (“TECHTOM”) to terminate the Securities Purchase Agreement between the Company and the Sellers, dated April 2, 2019 (the “Purchase Agreement”). The Company originally entered into the Purchase Agreement to, among other things, purchase all the ownership interests of TECHTOM from the Sellers, as previously disclosed in the Company’s Form 8-K filed on April 3, 2019.
Pursuant to the Termination Agreement, each of the Parties mutually agreed (i) to rescind and terminate the Purchase Agreement, relieving each Party of their respective duties and obligations arising under the Purchase Agreement; and (ii) to a general release of all other respective Parties from all claims arising out of the Purchase Agreement or the Termination Agreement. Each Party is responsible for all costs and expenses incurred by such Party in connection with the Purchase Agreement or the Termination Agreement.
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Termination Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 8.01 | Other Events |
The Company appointed VStock Transfer LLC to serve as its new transfer agent. The Company’s former transfer agent was TranShare Corporation. The contact information for VStock Transfer LLC is:
VStock Transfer LLC
18 Lafayette Place
Woodmere, NY 11598
Telephone: (212) 828-8436
www.vstocktransfer.com
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit | ||
| No . | Description | |
| 10.1 | Rescission and Termination Agreement dated July 5, 2019 |
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: July 5, 2019 | By: | /s/ Michael Mo | |
| Michael Mo | |||
| President & Chief Executive Officer | |||
Exhibit 10.1
Rescission and Termination Agreement
This RESCISSION AND TERMINATION AGREEMENT (the “Agreement”) dated July 5, 2019 by and between KULR Technology Group, Inc., a Delaware corporation (hereinafter referred to as “KULR”), and all of the stockholders of TECHTOM Co., Ltd (hereinafter referred to as the “Sellers”), each of KULR and the Sellers individually a “Party” or together the “Parties.”
Reference is made to that certain SECURITIES PURCHASE AGREEMENT (the “Purchase Agreement”) dated April 2, 2019 by and between KULR and the Sellers set forth on the signature page thereto. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement.
WITNESSETH:
The Parties to the Purchase Agreement have mutually agreed and decided to rescind and terminate the Purchase Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:
1. RESCISSION AND TERMINATION OF THE PURCHASE AGREEMENT
Each of the Parties mutually agree to hereby rescinded and terminated the Purchase Agreement and to deem it null and void ab initio. None of the Parties shall have any rights or obligation whatsoever to the other party, financial or otherwise, in connection with the Purchase Agreement.
2. MUTUAL RELEASE
Each Party, and their past, present and future officers, directors, employees, servants, agents, representatives, successors, predecessors, divisions, subsidiaries, parents, affiliates, business units, and assigns of each of them, hereby release the other Party (and their past, present and future officers, directors, employees, servants, agents, representatives, attorneys, successors, predecessors, divisions, subsidiaries, parents, affiliates, business units, and assigns of each of them) from any and all claims, demands, damages, actions, causes of action or suits at law or in equity of whatever kind or nature, liabilities, verdicts, debts, judgments, liens and injures, costs or expenses related to or in any way derived from this Agreement or the Purchase Agreement, based on any legal or equitable theory of recovery, known or unknown, past, present or future, suspected to exist or not suspected to exist, anticipated or not anticipated, which have arisen or are now arising or hereafter may arise, whether presently asserted or not. For avoidance of doubt, in connection with this mutual release, each Party shall be, and hereby is, responsible for all costs and expenses incurred by that Party in connection with this Agreement, the Purchase Agreement, any negotiations, transactions or actions by that Party in connection with this Agreement or the Purchase Agreement, whether such costs or expenses were incurred prior to, in connection with execution, or following the execution of the Purchase Agreement or this Agreement
3. NONDISPARAGEMENT
No Party to the Purchase Agreement shall disparage or criticize any other Party or its shareholders, directors, officers, management, employees, agents, relatives, products or services in any communication with a third party (excluding any party’s agents or counsel) at any time, except as required by law or court order.
4. MISCELLANEOUS
4.1 Entire Agreement. This Agreement represents the entire agreement between the parties in relation to its subject matter and supersedes and voids all prior agreements between such parties relation to such subject matter.
4.2 Amendment of Agreement. This Agreement may be altered or amended, in whole or in part, only in writing signed by both parties.
4.3 Captions. The captions appearing in this Agreement are inserted as matter of convenience and for reference and in no way affect this Agreement, define, limit or describe its scope or any of its provisions.
4.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the conflict of laws provisions thereof.
4.5 Counterparts. This Agreement may be executed in counterpart and by fax transmission, each counterpart being deemed an original.
[ Signature page follows ]
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Rescission and Termination Agreement |
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.
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Rescission and Termination Agreement |