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): November 13, 2020

 

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 7.01 Regulation FD Disclosure

 

On November 13, 2020, KULR Technology Group, Inc. (the “Company”) issued a press release discussing, among other things, some of the Company’s financial performance milestones, including certain results of operations for the nine months ended September 30, 2020. In addition, the Company announced that it will be conducting a shareholder update call on November 17, 2020 at 4:30 PM EDT, which call can be access by dialing-in to 1-857-232-0157 and using the access code: 422095.

 

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

 

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD. The Company uses, and will continue to use, its website, press releases, and various social media channels, including its Twitter account (twitter.com/kulrtech), its LinkedIn account (linkedin.com/company/kulr-technology-corporation), its Facebook account (facebook.com/KULRTechnology), its TikTok account (tiktok.com/Kulr_tech), its Instagram account (instagram.com/Kulr_tech), and its YouTube account (youtube.com/channel/UC3wZBPINQd51N6p35Mo5uQg), as additional means of disclosing public information to investors, the media and others interested in the Company. It is possible that certain information that the Company posts on its website, disseminated in press releases and on social media could be deemed to be material information, and the Company encourages investors, the media and others interested in the Company to review the business and financial information that the Company posts on its website, disseminates in press releass and on the social media channels identified above, as such information could be deemed to be material information. 

 

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 November 13, 2020

 

 

 

 

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: November 13, 2020 By: /s/ Michael Mo
    Michael Mo
    President & Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

 

KULR Technology Group Inc. Reports Third-Quarter Results and

Announces Shareholder Update Call

 

Strategic partnerships and strong technology portfolio position KULR to benefit from expected

emphasis on clean energy and decarbonization in the coming years

 

 

SAN DIEGO, (November 13, 2020)KULR Technology Group, Inc. (OTCQB: KULR) (the “Company” or “KULR”), a leading developer of next-generation thermal management technologies, today announces its financial results for the third quarter ended September 30, 2020, and provides a summary of operational achievements since the beginning of the third quarter of 2020.

 

KULR’s business model continues to evolve from being a component supplier, to providing more design and testing services to our customers. The Company believes that it continues to establish itself as a trusted partner with both government agencies and the private sector. The next step of evolution is to provide total systems solutions to address market thermal management needs. To scale up as a systems provider more quickly and efficiently in the directed energy, hypersonic vehicle thermal systems, energy storage and lithium-ion battery recycling markets, KULR will actively seek partners for joint venture, technology licensing and other strategic partnership models. The goal is to leverage the Company’s thermal design technology expertise to create market-leading products, which KULR will take to market directly to capture more value for shareholders.

 

“With the recent U.S. election, we believe the incoming administration will most likely accelerate a transition to clean energy and steer the U.S. away from an economy reliant on fossil fuels. We expect to see a strong focus on decarbonization of the electric and transportation sectors, which will further advance the market penetration of sectors such as electric mobility, energy storage, clean tech, and battery recycling – all providing tailwind for KULR's products, solutions, and services in the years ahead” stated KULR Chief Executive Officer, Michael Mo.

 

 

“Given the challenges presented by the COVID-19 pandemic, we have focused on solidifying our design and test capabilities, building our network of strategic business partners, and strengthening our balance sheet. During the first half of 2020, we experienced delays with our product development partnerships due to COVID-19. Conditions improved in the third quarter and we’re pleased to report that work has resumed on certain key product development projects. COVID-19 aside, given the innovative nature of our portfolio of thermal management solutions, the process for designing in to next-generation electronics and battery systems has been lengthy and challenging. However, we anticipate that our work will result in higher volume productions and a more consistent revenue growth in 2021”, commented Mr. Mo.

  

 

 

 

Third Quarter 2020 Financial Highlights: Third Quarter 2020 vs. Second Quarter 2020

 

· Raised $2,300,000 of gross proceeds from issuance of notes payable, net of commitment fees, of which $375,000 was subsequently repaid;
· Raised $1,395,000 of gross proceeds from the issuance of common stock;
· Increased cash balance by over $2 million to $2,809,656 at September 30, 2020 from $767,906 at June 30, 2020;
· Increased shareholder equity by $417,779 since June 30, 2020; and
· Revenues of $136,849 declined from $201,128 in the previous quarter as a result of supply chain delays in sourcing and delivering materials.

  

Third Quarter 2020 and Recent Operational Highlights

 

· Partnered with a global electronics and battery manufacturer to build Internal Short Circuit (ISC) battery testing technology and to license KULR’s thermal runaway shield (TRS) technology to the partner in a commercial phase
· Provided the Federal Aviation Administration (FAA) with ISC technology to evaluate passenger lithium-ion battery malfunctions that can cause fire and smoke incidents aboard aircrafts
· Partnered with Airbus Defense and Space for use of KULR’s passive propagation resistant (PPR) solutions for research into lithium-ion battery safety and testing in flight applications
· Awarded contract to supply NASA with fireproof storage solutions for the Microsoft Surface Pro 5 hybrid notebook computers used aboard the International Space Station
· Signed a dual-use technology development agreement with NASA’s Marshall Space Flight Center (MSFC) to build 3D-printed battery systems for manned and robotic space applications
· Awarded two patents by the U.S. Patent and Trademark Office:
o Patent no. 10727462 for the Company’s TRS technology, which reduces hazardous risks associated with thermal runaway in lithium-ion battery packs
o Patent no. 10734302 for the Company’s fiber thermal interface (FTI) technology, a NASA-grade high-performance thermally conductive carbon fiber material developed for a variety of applications, including space, automotive and electronics
· Partnered with Silicon Valley-based Drako Motors to use FTI fiber cooling technology for the Drako GTE, a new ultra-high-performance electric supercar
· Former Chief of Strategic Prioritization at the Pentagon, Dave Harden, joined KULR’s advisory board
· Signed an agreement with Volta Energy Products to provide passive propagation resistant (PPR) technology for implementation in stationary energy storage modules from the grid
· Active participation in setting industry safety standards, with increasing involvement and collaboration with regulators and industry trade groups
o Participation in U.N. Working Group on lithium-ion classification
o Partnership with Hazmat Safety Consulting
o Membership with Outdoor Power Equipment Institute

 

 

 

 

Financial Results: Third Quarter 2020 vs. Third Quarter 2019

 

Revenues: KULR generated revenues of $136,849 in the third quarter ended September 30, 2020, a decrease of 74% compared with revenues of $526,722 reported in the year-ago period. The decrease in revenue was mainly due to a large DOD contract of about $355,000 received during the three months ended September 30, 2019. The customer has pushed the next shipment of product to 2021.

 

In spite of the reduction in sales this quarter, we are pleased to have new customers and partners such as Airbus, Drako Motors and Volta Energy, which we expect to contribute revenue by 2021. These additions reflect management’s commitment to build new customer relationships through a growing pool of referrals and business development leads.

 

Selling, General and Administrative (SG&A) Expenses: Our SG&A expenses increased to $834,582 in the third quarter of 2020 from $546,982 in the corresponding period last year. The 53% increase in SG&A expenses was due to additional marketing and advertising expense and non-cash stock-based compensation paid to employees and consultants.

 

R&D expenses: We reduced our R&D expenses in the third quarter of 2020 to $51,820 from $137,970 in the same period last year, reflecting a combination of headcount and salary reductions implemented in the first quarter of 2020.

 

Operating Loss: Our loss from operations was $810,520 for the third quarter of 2020, compared with a loss of $267,281 for the comparable quarter of 2019. The decline reflects lower sales and higher selling, general and administrative expenses.

 

Net Loss: Net loss for the third quarter of 2020 increased to $1,012,259, or a loss of $0.01 per share, compared with a net loss of $267,534, or a loss of $0.003 per share for the comparable period in 2019.

 

Cash Position: Cash was $2,809,656 at September 30, 2020, compared with $108,857at December 31, 2019. Effective February 27, 2020, the Company entered into a 24-month Standby Equity Distribution Agreement (“SEDA”) with an investor, pursuant to which the Company may, at its discretion, sell up to an aggregate value of $8 million in shares of the Company’s common stock at a price equal to 80% of the lowest daily volume-weighted average price for the five days immediately following the date the Company delivers notice requiring the investor to purchase the shares under the SEDA. As of September 30, 2020, we had approximately $5,847,300 available in connection with the SEDA, available to fund our ongoing operations

 

The Company has filed its Form 10-Q reporting its results for the three months and nine months ended September 30, 2020.

 

Shareholder Update Call

 

The Company has scheduled a shareholder update call for 4:30 PM EST on Tuesday, November 17th, 2020. Michael Mo, KULR’s CEO, will provide a business update for the Company and answer questions submitted in advance.

 

 

 

 

To access the call:

 

Dial-In Number: 1-857-232-0157
Access Code: 422095

 

Interested parties may submit questions prior to the call to Stuart Smith at SmallCapVoice.Com, Inc. via email: ssmith@smallcapvoice.com by 8:00 PM EST on Monday, November 16th, 2020. Mr. Smith will compile a list of questions and submit them to the Company prior to the conference call. Questions that will be addressed will be based on the relevance to the Company’s strategic direction and execution, the shareholder base and appropriateness in light of public disclosure rules.

 

For those unable to participate in the live conference call, a replay will be available at https://www.smallcapvoice.com/kulr/ shortly after the call has concluded. An archived version of the webcast will also be available at  https://kulrtechnology.com/category/presentations/

  

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 space missions and backed by a strong intellectual property portfolio, KULR enables leading aerospace, electronics, energy storage, 5G infrastructure, 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 Form 10-K filed with the Securities and Exchange Commission on May 14, 2020. 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 as a result of new information, future events or otherwise.

 

 

 

 

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

 

Investor Relations:
KULR Technology Group, Inc.
Main: (888) 367-5559
ir@kulrtechnology.com 

 

For SmallCapVoice.com:
Stuart Smith
ssmith@smallcapvoice.com

 

 

 

SOURCE: KULR Technology Group, Inc.