KULR Technology Group, Inc S-3/A, filed Jun 3, 2025
KULR Technology Group, Inc. (KULR)
As filed with the Securities and Exchange Commission on June 3, 2025.
Registration No. 333-287576
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
(Amendment No. 1)
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
KULR TECHNOLOGY GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 81-1004273 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
555 Forge River Road, Suite 100
Webster, Texas 77598
(408) 663-5247
(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)
Michael Mo
Chief Executive Officer
KULR Technology Group, Inc.
555 Forge River Road, Suite 100
Webster, Texas 77598
(408) 663-5247
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jay K. Yamamoto, Esq.
Rohini Sud, Esq.
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 31st Floor
New York, New York 10036
(212) 930-9700
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plants, check the following box: x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | x | Smaller reporting company | x |
| 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 7(a)(2)(B) of Securities Act. ☐
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
We are filing this Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-287576) solely to amend Item 16 of Part II to file a modified auditor’s consent as Exhibit 23.1, as the original consent, filed with the Form S-3 Registration Statement on May 27, 2025, inadvertently excluded the conformed signature on such consent. This Amendment does not modify any other provision of the Registration Statement contained in Part I, or Part II.
Item 16. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Webster, State of Texas, on June 3, 2025.
| KULR Technology Group, Inc. | ||
| By: | /s/ Michael Mo | |
| Michael Mo | ||
| Chief Executive Officer and Chairman | ||
| (Principal Executive Officer) | ||
| By: | /s/ Shawn Canter | |
| Shawn Canter | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
Each person whose signature appears below constitutes and appoints Michael Mo and Shawn Canter, and each of them severally, as his or her true and lawful attorney in fact and agent, with full powers of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post effective amendments) to the Registration Statement, and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post effective amendments thereto, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in such capacities and on the dates indicated.
| Signature | Title | Date | |||
| By: | /s/ Michael Mo | Chief Executive Officer and Chairman | June 3, 2025 | ||
| Michael Mo | |||||
| By: | /s/ Shawn Canter | Chief Financial Officer | June 3, 2025 | ||
| Shawn Canter | |||||
| By: | /s/ Joanna Massey | Lead Director | June 3, 2025 | ||
| Joanna Massey | |||||
| By: | /s/ Donna H. Grier | Director | June 3, 2025 | ||
| Donna H. Grier | |||||
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 31, 2025 with respect to the financial statements of KULR Technology Group, Inc. for the years ended December 31, 2024 and 2023 included in the Annual Report on Form 10-K. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Marcum LLP
Marcum LLP
Los Angeles, CA
May 26, 2025