KULR KULR Technology Group Inc

 

 

 

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): May 23, 2024

 

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.

 

Effective May 23, 2024, the Compensation Committee of the Board of Directors of the Company unanimously approved a change to the compensation payable to Michael Mo, the Chief Executive Officer (“CEO”). Consistent with the Company’s continued efforts to reduce its cash consumption, the CEO has voluntarily agreed to a reduction in the cash component of his annual compensation by approximately 33% or $112,345. In lieu of the reduced cash compensation, the CEO will receive restricted stock units of the Company for 286,230 shares of common stock that will vest after one year.

 

This adjustment will aid the Company’s efforts in reducing itscash consumption, where such cash can be redirected towards other critical business needs and strategic initiatives. This step also aligns the CEO compensation more closely with the performance of the Company and the interest of its stockholders.

 

Item 7.01

Regulation FD Disclosure

 

The Company issued a press release on May 23, 2024, announcing the reduction in the cash salary of the CEO. A copy of this press release is furnished as Exhibit 99.1.

 

The Company is furnishing the information under this item, including Exhibit 99.1, pursuant to Item 7.01, “Regulation FD Disclosure.” 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 May 23, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: May 23, 2024	By:	/s/ Michael Mo
		Michael Mo
		Chief Executive Officer

 

 

Exhibit 99.1

 

 

KULR CEO Michael Mo Reduces Cash Salary to Better Align with Shareholder Value Creation

 

SAN DIEGO / GLOBENEWSWIRE / May 23, 2024 / KULR Technology Group, Inc. (NYSE American: KULR) (the "Company" or "KULR"), global leader in safe and high-performance energy storage solutions, today announced that, in keeping with the Company’s recent efforts to reduce its cash consumption, KULR’s compensation committee approved a voluntary request by CEO Michael Mo to reduce the cash component of his compensation by 33% and, believing in the future of KULR, to instead grant him an equity incentive grant that does not vest for 12 months from such grant date.

 

The strategic move ensures one-third of Mr. Mo’s salary going forward is provided at market value of the Company’s stock, further aligning his interests with those of shareholders. With this revised compensation model, the CEO's benefits will directly correlate with value creation as the executive team drives the Company's transformation and industry innovation.

 

KULR CEO and founder Michael Mo commented on his new compensation structure, saying, “During these pivotal moments, it's crucial for us to go back to our technology start-up roots and operate swiftly in a lean and agile fashion. In the first quarter of 2024, we have reduced our operating and investment cash usage by 23% from Q1 of 2023. We will continue to execute that way to grow our business and get to profitability.”

 

Mo added, “Technology evolves through cycles- and each cycle creates more shareholder value to those who can ride the cumulative and disruptive nature of each wave. We are already seeing early success of our KULR ONE platform in the marketplace. I believe the next three years will present major opportunities for us to capture market share in space, military, and industrial battery applications. I have adjusted my compensation structure to fully align with our shareholders to maximize shareholder value.”

 

Further details are available in today’s Form 8-K filed with the Securities and Exchange Commission (SEC).

 

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 press 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 April 12, 2024, as may be amended or supplemented by other reports we file with the Securities and Exchange Commission from time to time. 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 because of new information, future events or otherwise.  
  

Investor Relations:

KULR Technology Group, Inc.

Phone: 858-866-8478 x 847

Email: ir@kulrtechnology.com

 

 

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Cover	May 23, 2024
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Entity File Number	001-40454
Entity Registrant Name	KULR TECHNOLOGY GROUP, INC.
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Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4863 Shawline Street
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Entity Address, State or Province	CA
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Title of 12(b) Security	Common Stock
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