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): September 19, 2019 (September 16, 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 Symbol(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 3.02 Unregistered Sales of Equity Securities.

 

On September 16, 2019, KULR Technology Group, Inc. (the “Company”) sold to certain investors 6.68 shares of Series C Preferred Stock, having an aggregate stated value of $66,800, and warrants to purchase 16,700 shares of common stock, par value $0.0001 per share, for aggregate gross proceeds to the Company equal to $60,000. Each warrant has an exercise price of $1.50 per share of common stock and expires two years after the date of the warrant’s issuance.

 

The offer and sale of the securities were made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information contained in this Current Report on Form 8-K does not constitute an offer to sell or solicitation of an offer to buy any securities of the Company, and it shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale is unlawful. The information contained in this Current Report on Form 8-K is being disclosed pursuant to and in accordance with Rule 135 under the Securities Act.

  

 

Item 7.01 Regulation FD Disclosure

 

On September 19, 2019, the Company issued a press release announcing that it has conducted testing and provided battery safety solutions for a global Tier-1 manufacturer of medical equipment and devices.

 

A copy of the press release is attached herewith as Exhibit 99.1.

 

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.

 

 

Item 9.01 Exhibits

 

Exhibit No. Description
   
99.1 Press Release dated September 19, 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: September 19, 2019 By: /s/ Michael Mo
    Michael Mo
    President & Chief Executive Officer

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

 

KULR Technology Provides Battery Safety Solutions to

Global Tier-1 Medical Device Manufacturer

 

Global Tier-1 Manufacturer applies KULR’s proprietary technology to improve battery pack design and safety solutions within various product lines.

 

 

CAMPBELL, CA, September 19, 2019 – KULR Technology Group, Inc. (OTCQB: KULR) (the “Company” or “KULR”), a leading developer of battery safety and thermal management technologies, announced that it has conducted testing and provided battery safety solutions for a global Tier-1 manufacturer of medical equipment and devices.

 

The testing included use of ISC technology for battery packs used in medical and monitoring devices. The ISC creates lithium-ion battery cell failures that mimic or recreate the most common types of failures such as latent defect or over-cycling. KULR also tested its NASA utilized TRS technology in design solutions for use in the manufacturer’s battery packs. The TRS has repeatedly shown in independent laboratory testing to be the most effective heat sink that also prevents the impact of dangerous chain-reaction battery cell failures known as thermal runaway propagation.

 

KULR’s testing and safety products will enable this global medical device maker to adopt new battery cells into current battery packs with increased energy capacity while simultaneously maintaining high safety levels and backward compatibility within the same form factor.

 

“We are always proud to help our partners make their products better and safer,” said Michael Mo, CEO of KULR. “The technology is out there, well tested and accepted, to protect consumers by making battery packs safer and more reliable. KULR is helping pioneer ISC testing and next-gen battery enclosures (TRS) for battery safety within the mission critical medical device sector. We look forward to helping customers with their battery testing methodology as well as developing future battery configurations while ensuring backward compatibility.”

 

Although KULR has provided battery and other related thermal solutions for partners including NASA, research institutions and defense partners, the work included in this announcement represents a significant advancement into testing and solution design for commercial, public customers – work KULR expects will result in successful commercialization across multiple vertical markets.

 

 

About KULR Technology Group, Inc.

KULR Technology Group, Inc. (OTCQB: KULR) develops, manufactures and licenses next-generation carbon fiber thermal management technologies for batteries and electronic systems. Leveraging the company’s roots in developing breakthrough cooling solutions for NASA deep space missions and backed by a strong intellectual property portfolio, KULR enables leading aerospace, electronics and electric vehicle manufacturers to make their products cooler, lighter and safer for the consumer. 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 parent entity’s Form 10-K filed on March 29, 2019. 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. We assume no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.

 

Media Contact:
Derek Newton
Head, Media Relations
(786) 499-8998
derek.newton@kulrtechnology.com