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): August 16, 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
Not Applicable
(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 the Current Reports on Form 8-K filed on May 16, 2022 and June 3, 2022 (the “Prior 8-Ks”), KULR Technology Group, Inc. (the “Company”) entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville” or “YA”), 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 of common stock, par value $0.0001 per share (“Common Stock”). On September 23, 2022, the Company entered into the Supplemental Agreement to the SEPA (the “Supplemental Agreement”) with Yorkville, pursuant to which Yorkville committed to advance up to $50,000,000 against future purchases of shares of Common Stock under the SEPA. Under the Supplemental Agreement, the Company received an initial pre-paid advance in the principal amount of $15,000,000 on September 23, 2022 (the “First Advance”) and a second pre-paid advance in the principal amount of $2,000,000 on March 10, 2023 (the “Second Advance,” and collectively, with the First Advance, the “Advances”).
On August 16, 2023, the Company entered into a letter agreement (the “Letter Agreement”) with YA and Yorkville Advisors Global, L.P (collectively “Yorkville Advisors”), to supplement and modify the Supplemental Agreement. As of the date of the Letter Agreement, there was $7,150,000 principal along with accrued and unpaid interest in the amount of $205,961 thereon outstanding.
Pursuant to the Letter Agreement and if the Company is successful in receiving gross proceeds of $15,000,000 or more in an offering conducted by the Company, it shall pay the entire outstanding principal amount together with accrued interest thereon, as well as a 5% cash payment premium on the principal amount outstanding to YA and, upon such payment, the Supplemental Agreement and the SEPA, as amended on June 3, 2022, shall both automatically terminate. However, if the Company raises less than $15,000,000 in an offering conducted by it, the Company shall make the following payments: (i) an initial payment (the “Initial Payment”) of $3,000,000 together with accrued interest thereon as well as a 5% cash payment premium in respect of such principal amount to YA on or before August 25, 2023 or the date of the closing of any financing conducted by the Company; (ii) on or before October 31, 2023, $1,383,333 in principal amount together with accrued interest thereon as well as a 5% cash payment premium in respect of such principal amount (the “October Payment”); (iii) on or before November 30, 2023, $1,383,333 in principal amount together with accrued interest thereon as well as a 5% cash payment premium in respect of such principal amount (“November Payment”); and (iv) on or before December 31, 2023, the remaining principal amount of the Advances together with accrued interest thereon as well as a 5% cash payment premium in respect of such principal amount (the “December Payment”).
Conditioned upon payment of the Initial Payment, YA has agreed not to submit advance notices to the Company prior to October 15, 2023 but beginning on October 16, 2023 and through the remainder of October 2023, YA shall have the option to submit advance notices of no more than $1,383,333 in principal, which amount shall be decreased by any amount of the October Payment actually paid. Thereafter, during the calendar month of November 2023, YA shall have the option to submit advance notices of no more than $1,383,333 in principal amount, which amount shall be decreased by any amount of the November Payment actually paid. Thereafter, during the calendar month of December 2023, YA shall have the option to submit any advance notices of no more than $1,383,333 in principal amount, which amount shall be decreased by any amount of the December Payment actually paid. The foregoing limitations agreed by YA shall not apply (i) at any time upon the occurrence and during the continuance of an Event of Default (as defined in the Supplemental Agreement), including failure to make any repayment as set forth above, and (ii) with respect to any YA notices requesting an advance utilizing a price per share equal to the fixed price (which, for the avoidance of doubt, is $1.7677).
The foregoing is a summary description of certain terms of the Letter Agreement. For a full description of all terms, please refer to the Letter Agreement that is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
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: August 16, 2023 | By: | /s/ Michael Mo |
| | | Michael Mo |
| | | President & Chief Executive Officer |
