KULR Technology Group, Inc 8-K, filed Feb 23, 2021
KULR Technology Group, Inc. (KULR)
About this 8-K
KULR Technology Group, Inc filed this 8-K on February 23, 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): February 23, 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 February 23, 2021, the Board of Directors (the “Board”) of KULR Technology Group, Inc., a Delaware corporation (the “Company”), appointed Joanna D. Massey 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. Dr. Massey’s appointment is contingent upon the Company’s common stock being approved for uplisting to a national exchange. Furthermore, Dr. Massey 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.
Dr. Massey, 52, is an experienced C-level communications marketing executive and Board Director, who advises executive teams at Fortune 500 companies, startups and nonprofits. She is also an author and corporate speaker. Dr. Massey has worked for over 25 years strategizing on global brand reputation management at companies, such as Condé Nast, Lionsgate, CBS, Viacom, Discovery and Hasbro. She managed corporate turnaround as Condé Nast transitioned from print to digital video; risk and crisis communications for publicly held companies with their consumers, regulators, investors and advertisers; culture transformation when Lionsgate purchased Starz, CBS converted UPN to The CW, and Discovery shuttered its Hub TV Network; successful communications with diverse stakeholders as head of internal and external communications; and multi-million-dollar P&Ls as a department leader. Currently, Dr. Massey is President & CEO of J.D. Massey Associates, Inc., a portfolio company with multiple divisions that manage marketing communications, executive training and publishing, all using neuroscience to make executive teams more efficient, drive innovation and grow revenue. In addition, she is an adjunct professor at Columbia University teaching a graduate-level course in corporate communication. Dr. Massey’s career spans media, film, TV, digital video, publishing, venture capital and academia. She is based in the United States and has international experience working with partners in Europe, the UK, China and India
No arrangement or understanding exists between Dr. Massey and any other persons pursuant to which she was elected as a director of the Company. Dr. Massey 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 February 23, 2021, announcing the appointment Dr. Massey. 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 February 23, 2020 |
| 2 |
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: February 23, 2021 | By: | /s/ Michael Mo |
| Name: Michael Mo | ||
| Title: President & Chief Executive Officer | ||
| 3 |
Exhibit 99.1
KULR Technology Appoints Dr. Joanna D. Massey to Board of Directors
Former Senior VP of Corporate Communications at Lions Gate Entertainment to further strengthen corporate governance
SAN DIEGO / ACCESSWIRE / Feb. 23, 2021 / KULR Technology Group Inc. (OTCQB:KULR) (the "Company" or "KULR"), a leading developer of next-generation thermal management technologies, today announces that Dr. Joanna D. Massey is joining the Company as an independent director. Dr. Massey brings to KULR decades of experience relevant to the Company’s near and long-term growth strategies.
“I am pleased to welcome Dr. Massey to the KULR team,” stated KULR Chief Executive Officer Michael Mo. “She is deeply experienced in corporate social responsibility, reputation management and strategic communications, all of which add immediate value to our board of directors. This comes at an important time for the Company, as we strengthen corporate governance and work toward uplisting to a national securities exchange this year. I am certain that Dr. Massey’s insights across multiple disciplines will augment our operational and strategic objectives to deliver value for our shareholders.”
Dr. Massey has extensive experience advising executive teams at Fortune 500 companies, startups and non-profit organizations. A seasoned C-level communications executive and consultant, she has over 25 years’ experience in the media and digital technology industries, strategizing on global brand reputation management as Head of Communications at Condé Nast Entertainment and Senior Vice President of Corporate Communications at Lions Gate Entertainment (NYSE: LGF.A) and at The Hub Network, a joint venture between Discovery, Inc. (Nasdaq: DISCA) and Hasbro, Inc. (Nasdaq: HAS). She also held Senior Vice President positions in communications and media relations at CBS Corporation and Viacom, Inc., now ViacomCBS Inc. (Nasdaq: VIAC). She also previously served as managing director at Golden Seeds, an early-stage investment firm with over $125 million in investment in more than 170 female-run businesses. Dr. Massey currently serves as a corporate consultant working at the intersection of communicaitons and neuroscience with her firm JDMA Inc. Dr. Massey received an MBA from the University of Southern California and a Ph.D. in psychology from Sofia University. She is a member of the National Association of Corporate Directors and the American Psychological Association.
“It is a tremendous opportunity to join an emerging leader in thermal management and battery safety, and I am delighted to work with Michael and the KULR team at this notable stage in the Company’s development,” said Dr. Massey. “I look forward to making an impact by leveraging my experience and contributing to the Company’s future growth and success. In addition to increased global focus on clean energy and decarbonization, the growing attention to battery safety and design has created a remarkable opportunity for companies like KULR, and I am thrilled to be a part of it.”
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