KULR Technology Group, Inc 8-K, filed Jan 6, 2021
KULR Technology Group, Inc. (KULR)
About this 8-K
KULR Technology Group, Inc filed this 8-K on January 6, 2021.
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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 6, 2021
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 2.02 | Results of Operations and Financial Condition |
On January 6, 2021, KULR Technology Group, Inc. (the “Company”) issued a press release announcing select estimated unaudited results for the three months ended December 31, 2020. The full text of the press release is furnished herewith as Exhibit 99.1.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.
| Item 7.01 | Regulation FD Disclosure |
In addition to announcing estimated results, the press release discussed, among other things, the registered direct offering recently announced and the Company’s aspirations for the near future.
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 January 6, 2021 |
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 6, 2021 | By: | /s/ Michael Mo |
| Michael Mo | ||
| President & Chief Executive Officer | ||
Exhibit 99.1
KULR Completes Capital Raise to Drive Growth and Expansion Initiatives
| · | $8 million capital raise supports growth strategies and fulfilling projects yet to be announced | |
| · | Financing is expected to advance KULR’s up listing process to a national securities exchange | |
| · | Management expects to report strong Q4 2020 revenue |
SAN DIEGO / GLOBE NEWSWIRE / January 6, 2021 / KULR Technology Group, Inc. (OTCQB: KULR) (the "Company" or "KULR"), a leading developer of next-generation thermal management technologies, announces the completion of an $8 million registered direct offering. The Company expects to use the funding to execute its growth initiatives and to fulfill projects yet to be announced. The offering proceeds are expected to help satisfy certain financial criteria for its up listing application to a national securities exchange but no assurances can be made that any application will be approved.
“This financing reflects steady confidence by institutional investors in our technology and long-term direction,” said Michael Mo, CEO of KULR. “We have allocated the net proceeds to expand KULR’s product portfolio, pursue commercial growth opportunities, and repay short-term debt obligations. More importantly, with increased shareholder equity and float, we expect the financing will help advance our up-listing objective, applications for which are currently underway. If approved, up listing could increase awareness of KULR in the investment community, broaden our base of institutional investors, and provide KULR shareholders with increased liquidity.”
Based on an initial review of its performance, KULR anticipates reporting strong Q4 2020 revenues. KULR’s preliminary unaudited estimated revenue for the fourth quarter 2020 is expected to be in the range of $200,000 to $250,000, compared to fourth quarter 2019 revenue of $52,954. Full year 2020 revenue is expected to be in the range of $620,000 to $670,000, compared to $830,938 in full year 2019.
“Our fourth-quarter results are better than expected,” said Simon Westbrook, CFO of KULR. “With this performance some green shoots are emerging that could fuel optimism that the tailwinds of battery safety and electric mobility are starting to converge, with KULR well positioned at the nexus.”
The financial data presented for the fourth quarter of 2020 should be considered preliminary and could be subject to change, as these preliminary results are based on management's initial analysis of operations and are subject to further internal review and the audit of the Company's independent auditor. KULR’s actual revenue could potentially change as the company completes its financial closing process and annual audit.
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 (EV) manufacturers to make their products cooler, lighter and safer for consumers. 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