KULR Technology Group, Inc 8-K, filed Mar 2, 2021
KULR Technology Group, Inc. (KULR)
About this 8-K
KULR Technology Group, Inc filed this 8-K on March 2, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
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): March 2, 2021
| KULR TECHNOLOGY GROUP, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 000-55564 | 81-1004273 | ||
| (State of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
1999 S. Bascom Ave. Suite 700. Campbell, CA 95008
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (408) 663-5247
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 Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. |
On March 2, 2021, the Board of Directors (the “Board”) of KULR Technology Group, Inc., a Delaware corporation (the “Company”), appointed Morio Kurosaki as a director on the Board, to hold office until the earlier of the expiration of the term of office of the director whom she has replaced, a successor is duly elected and qualified, or the earlier of such director’s death, resignation, disqualification, or removal. Mr. Kurosaki’s appointment is contingent upon the Company’s common stock being approved for uplisting to a national exchange. Furthermore, Mr. Kurosaki will receive quarterly cash compensation equal to $10,000 and was granted 20,000 shares of restricted common stock, which shares shall vest quarterly in 5,000 share installments with the first installment vesting immediately upon approval for uplisting to a national exchange.
Mr. Kurosaki, 65, is an experienced venture capital veteran, is the founder and President of IT-Farm Corporation in Japan, led early investments in notable companies such as Zoom Video Communications (Nasdaq: ZM); ContextLogic (Nasdaq: WISH); Treasure Data, acquired by ARM Holdings (Nasdaq: NVDA); Tubi, acquired by Fox Corporation (Nasdaq: FOX); Red Hot Labs, acquired by Google (Nasdaq: GOOGL); lvl5, acquired by DoorDash (NYSE: DASH); Accel Technology, acquired by Marvell Technology Group (Nasdaq: MRVL), and Extreme DA, acquired by Synopsis (Nasdaq: SNPS). Mr. Kurosaki has also served as Asia-Pacific advisory member of ARM Holdings, acquired by SoftBank Group Corporation (OTCMKTS: SFTBY). Mr. Kurosaki started his business career at Intel Japan, thereafter joining Western Digital Corporation (Nasdaq: WDC) as one of the earliest members of WDC’s Japanese division. In 1988, he founded Aisys Corporation, a firm helping Silicon Valley start-ups gain exposure to the Japanese markets. In 1999, he founded IT-Farm Corporation as one of a few hands-on style venture capital firms in Japan. Mr. Kurosaki is based in Japan and has international experience working with partners in Japan and in the Asia-Pacific region. Mr. Kurosaki will serve as Chair of the Audit Committee, and will serve as a member on the Compensation Committee and Nominating and Governance Committee.
No arrangement or understanding exists between Mr. Kurosaki and any other persons pursuant to which she was elected as a director of the Company. Mr. Kurosaki has not engaged in any transaction, since January 1, 2020, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest.
| Item 7.01 | Regulation FD Disclosure |
The Company issued a press release on March 2, 2021, announcing the appointment Mr. Kurosaki. 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.”
| Item 9.01 | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 2, 2021 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KULR TECHNOLOGY GROUP, INC. | ||
| Date: March 2, 2021 | By: | /s/ Michael Mo |
| Name: Michael Mo | ||
| Title: President & Chief Executive Officer | ||
Exhibit 99.1
KULR Technology Appoints Morio Kurosaki to Board of Directors
Venture Capital Executive brings global go-to-market experience at scale as KULR moves toward its next chapter of product commercialization
SAN DIEGO / ACCESSWIRE / March 02, 2021 / KULR Technology Group Inc. (OTCQB: KULR) (the "Company" or "KULR"), a leading developer of next-generation thermal management technologies, today announces that Morio Kurosaki is joining the Company as an independent director. Mr. Kurosaki, an seasoned executive and investor in Japan’s information technology industry, brings decades of experience relevant to KULR’s near and long-term growth strategies.
Mr. Kurosaki, founder and President of IT-Farm Corporation in Japan, led early investments in notable companies such as Zoom Video Communications (NASDAQ: ZM); ContextLogic (NASDAQ: WISH); Treasure Data, acquired by ARM Holdings (NASDAQ: NVDA); Tubi, acquired by Fox Corporation (NASDAQ: FOX); Red Hot Labs, acquired by Google (NASDAQ: GOOGL); lvl5, acquired by DoorDash (NYSE: DASH); Accel Technology, acquired by Marvell Technology Group (NASDAQ: MRVL), and Extreme DA, acquired by Synopsis (NASDAQ: SNPS). Mr. Kurosaki has also served as APAC advisory member of ARM Holdings, acquired by SoftBank Group Corporation (OTCMKTS: SFTBY). Mr. Kurosaki started his business career at Intel Japan, thereafter joining Western Digital Corporation as one of the earliest members of WDC’s Japanese division. In 1988 he founded Aisys Corporation, a firm helping Silicon Valley start-ups gain exposure to Japanese markets. In 1999, he founded IT-FARM Corporatioin as one of a few hands-on style venture capital firms in Japan.
“Mr. Kurosaki is a highly respected expert in his field, and we are very honored to welcome him as a new independent director,” stated Michael Mo, KULR's Chief Executive Officer. “His unique and extensive ability to provide hands-on experience and support in scaling all phases of growth such as strategic partnerships, and business development in APAC region. He brings a new and informed perspective, which is highly relevant to our current and prospective business initiatives while also serving to expand the depth and expertise of our Board. His appointment demonstrates our commitment to board diversification in order to further strengthen the breadth, talent and background of our directors. I look forward to Mr. Kurosaki's valuable contributions to KULR as we continue to execute on our strategic growth plan.”
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