8-K

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): January 7, 2019 (December 31, 2018)

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))

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 5.03 Amendments To Articles Of Incorporation; Change In Fiscal Year

On December 31, 2018, KULR Technology Group, Inc. (the “Company”) filed a certificate of amendment (the “Certificate of Amendment”) to its Certificate of Incorporation, with the Secretary of State of the State of Delaware, to effectuate an increase to the number of authorized shares of common stock of the Company. Pursuant to the Certificate of Amendment, the Company increased the number of authorized shares of its common stock, par value $0.0001, to 500,000,000 from 100,000,000 (the “Authorized Increase”). The number of authorized shares of the Company’s preferred stock remains at 20,000,000. As a result of the increase of authorized shares of its common stock, the aggregate number of the Company’s authorized shares is 520,000,000. On November 21, 2018, the Company’s board of directors authorized the Company to effectuate the Authorized Increase, which Authorized Increase was approved by the written consent of the majority shareholders of the Company as of and on November 5, 2018, as described in the Company’s Form 14C Information Statement filed on December 4, 2018. The Certificate of Amendment became effective upon filing with the State of Delaware on December 31, 2018.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, as filed with the Secretary of State of the State of Delaware, which is attached hereto as Exhibit 3.1 and incorporated herein by reference. 

Item 7.01 Regulation FD Disclosure

On January 7, 2019, the Company issued a press release announcing that the United States Patent and Trademark Office has awarded it a patent on its Thermal Runaway Shield (TRS) and that the Company will be presenting TRS and other thermal management products at the Consumer Electronics Show in Las Vegas from January 8^th to 11^th, 2019.

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
3.1	Certificate of Amendment dated December 31, 2018
99.1	Press Release dated January 7, 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:	January 7, 2019	By:	/s/ Michael Mo
			Michael Mo
			President & Chief Executive Officer

EX-3.1

Exhibit 3.1

 

Certificate Of Amendment

To The

Certificate Of Incorporation

Of

KULR Technology Group, Inc.

This Certificate of Amendment to the Certificate of Incorporation of KULR Technology Group, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, is hereby duly adopted pursuant to and in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

1. Article 4 of the Certificate of Incorporation of the Corporation is hereby deleted and replaced in its entirety by the following:

Shares

The total number of shares of stock which the Corporation shall have authority to issue is 520,000,000 shares, consisting of 500,000,000 shares of Common Stock having a par value of $.0001 per share and 20,000,000 shares of Preferred Stock having a par value of $.0001 per share.

The Board of Directors is authorized to provide for the issuance of the shares of Preferred Stock in series and, by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following:

A. The number of shares constituting that series and the distinctive designation of that series;

B. The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on share of that series;

C. Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

D. Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

E. Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

F. Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

G. The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and

H. Any other relative rights, preferences and limitations of that series.

IN WITNESS WHEREOF, the undersigned authorized officer of the Corporation, for the purpose of amending the Certificate of Incorporation pursuant to the Delaware General Corporation Law, does hereby make and file this Certificate of Amendment, hereby declaring and certifying that the facts herein stated are true, and accordingly has hereunto set his hand this 28th day of December, 2018.

This Certificate of Amendment shall become effective at 8:00 a.m. on December 31, 2018.

By: /s/ Michael Mo                                        

Title: Chief Executive Officer and Chairman

Name: Michael Mo

EX-99.1

Exhibit 99.1

KULR Technology Secures Patent for Thermal Runaway Shield (TRS), Proven to Minimize Risk of Fires and Explosions in Lithium-Ion Battery Packs

CAMPBELL, Calif., Jan. 07, 2019 (GLOBE NEWSWIRE) -- KULR Technology Group, Inc. (OTCQB: KUTG), (the “Company” or “KULR”), today announced that the United States Patent and Trademark Office has awarded it a patent on its Thermal Runaway Shield (TRS) – a technology designed and successfully tested to reduce the fire, explosion and other risks associated with thermal runaway in lithium-ion battery packs.

“The awarding of this patent is a big leap forward in our ongoing work to research and develop products that make batteries safer,” said Dr. Timothy Knowles, co-founder and Chief Technology Officer of KULR, and first named inventor of the patent. “We believe that designers, engineers and customers in a variety of markets, both current and new, will benefit from our innovative technology.”

Lithium-ion batteries are the industry and consumer standard for portable power; billions of individual battery cells exist and billions more are planned for production. But lithium-ion batteries fail, sometimes with catastrophic results. Among the most dangerous types of cell failures are latent manufacturing defects or stress-related failures related to fatigue, damage, over-cycling or rapid charging and discharging. In many cases, when a single cell in a multi-cell pack fails, for any reason, the fire and heat trigger neighboring cells to also fail in a chain reaction known as thermal runaway propagation.

The Company’s TRS is a sleeve-like shield that surrounds and separates individual cells in multi-cell packs and contains KULR’s proprietary carbon fiber fabric and a liquid. The unique combination and configuration of the shield passively draws intense heat of cell failures away from nearby cells while dousing the failed area in a cooling and fire-prevention liquid. In tests conducted by NASA, prototypes of the KULR TRS were shown to keep the temperature of neighboring cells well below their failure temperature of 130 Celsius, while a failed cell surpassed 1,000 Celsius.

“With protection guaranteed for our intellectual property, we can more aggressively enter commercial markets,” said Michael Mo, CEO of KULR Technology. “Battery safety is a global concern across many very large and rapidly growing markets such as E-mobility, aerospace, defense, and consumer electronics.”

KULR’s core technology is a space-used, vertically-aligned carbon fiber material that is lighter, more flexible, and more efficient than traditional thermal management products. As pure carbon, KULR fiber is perfectly heat efficient and because it behaves like a flexible fabric it can fit with just about any power or electronic configuration in extremely demanding spaces with minimal contact pressure.

The patent, awarded as #10147921, was originally applied for in July 2016 and awarded December 4, 2018.

KULR will be presenting TRS and other thermal management products at the Consumer Electronics Show in Las Vegas from January 8th to 11th 2019 at its private suite in Bellagio Hotel. Contact Derek Newton - (786) 499-8998 derek.newton@kulrtechnology.com - to schedule a private meeting.

About KULR Technology Group, Inc.

KULR Technology Group, Inc., through its wholly-owned subsidiary KULR Technology Corporation (“KULR”), develops and commercializes high-performance, space-used thermal management technologies for electronics, batteries and other components across an array of applications such as electrical vehicle, and autonomous driving (collectively known as E-Mobility) along with AI, cloud computing, energy storage and 5G communications technologies. KULR’s proprietary core technology is a carbon fiber material with roots in aerospace and defense that provides superior thermal conductivity and heat dissipation in an ultra-lightweight, pliable material. By leveraging this break-through cooling solution, and its longstanding development partnerships with NASA, the Jet Propulsion Lab, and others, KULR makes E-mobility as well as other products cooler, lighter, and safer. https://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 April 17, 2018. 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.

KULR Technology Group, Inc.

Derek Newton

Head of Media and Public Relations

(786) 499-8998    derek.newton@kulrtechnology.com

Pondel Wilkinson Inc.

Investor Relations

(310) 279-5984    KULR@pondel.com