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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 5, 2024
KULR TECHNOLOGY GROUP, INC. |
(Exact name of the registrant as specified in its
charter) |
Delaware |
|
001-40454 |
|
81-1004273 |
(State or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS Employer Identification
No.) |
4863
Shawline Street, San Diego, California 92111
(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) |
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|
¨ |
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 |
Common Stock |
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KULR |
|
NYSE American LLC |
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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On March 5, 2024, KULR
Technology Group, Inc. (the “Company”) received and acknowledged a letter (the “Acceptance Letter”) from
the staff of NYSE American LLC (the “NYSE American”) notifying the Company that
the NYSE American accepted the Company’s January 19, 2024 submission of the Company’s plan of compliance (the “Plan”)
with the NYSE American addressing how the Company intends to regain compliance with the continued listing requirements of the NYSE American.
In the Acceptance Letter, the NYSE American granted the Company a plan period through June 20, 2025 to regain compliance with the continued
listing standards.
As
previously reported, on December 20, 2023, the Company received a letter from the NYSE American stating that the Company’s stockholders’
equity as reported in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 was not in compliance with the NYSE American’s
continued listing standards under Sections 1003(a)(i), (ii) and (iii) of the NYSE American Company Guide (the “Company Guide”).
Section 1003(a)(iii) of the Company Guide requires a listed company to have stockholders’ equity of $6 million or more if the listed
company has reported losses from continuing operations and/or net losses in its five most recent fiscal years. The Company reported
a stockholders’ equity of $1.2 million as of September 30, 2023, and has reported losses from continuing operations and/or net losses
in its five most recent fiscal years ended December 31, 2022.
During the plan period,
the Company will be subject to quarterly review to determine if it is making progress consistent with the Plan. If the Company does not
regain compliance with the NYSE American listing standards by June 20, 2025, or if the Company does not make sufficient progress consistent
with the Plan, then the NYSE American may initiate delisting proceedings.
The Company’s stock
will continue to be listed on the NYSE American during the plan period. The Company’s receipt of such notification from the NYSE
American does not affect the Company’s business, operations or reporting requirements with the U.S. Securities and Exchange Commission.
The Company can provide
no assurances that it will be able to make progress with respect to the Plan that NYSE American will determine to be satisfactory, that
it will regain compliance with Section 1003(a)(i), (ii) and (iii) of the Company Guide on or before the expiration of the plan period,
or that developments and events occurring subsequent to the Company’s formulation of the plan or its acceptance by the NYSE American
will not adversely affect the Company’s ability to make sufficient progress and/or regain compliance with Section 1003(a)(i), (ii)
and (iii) of the Company Guide on or before the expiration of the plan period or result in the Company’s failure to be in compliance
with other NYSE American continued listing standards.
Item 8.01 Other Events.
On March 8, 2024, the
Company issued a press release relating to the matters described in Item 3.01 of this Current Report on Form 8-K, a copy of which is attached
hereto as Exhibit 99.1.
Item 9.01 Exhibits
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: March 8, 2024 |
By: |
/s/ Michael Mo |
|
|
Michael Mo |
|
|
Chief Executive Officer |
EXHIBIT 99.1
KULR Technology
Receives Acceptance of Compliance Plan by NYSE American
SAN DIEGO
/ GLOBENEWSWIRE / March 8, 2024 / KULR Technology Group, Inc. (NYSE American: KULR) (the "Company"
or "KULR"), a global leader in sustainable energy management, received notification (the “Acceptance Letter”) from
NYSE American LLC (“NYSE American”) that the Company’s previously-submitted plan (the “Plan”) to regain
compliance with NYSE American’s listing standards was accepted. In the Acceptance Letter, the NYSE American granted the Company
a plan period through June 20, 2025 to regain compliance with the continued listing standards.
As previously reported, on December 20, 2023,
the Company received a letter from the NYSE American stating that the Company’s stockholders’ equity as reported in its Quarterly
Report on Form 10-Q for the quarter ended September 30, 2023 was not in compliance with the NYSE American’s continued listing standards
under Sections 1003(a)(i), (ii) and (iii) of the NYSE American Company Guide (the “Company Guide”). Section 1003(a)(iii) of
the Company Guide requires a listed company to have stockholders’ equity of $6 million or more if the listed company has reported
losses from continuing operations and/or net losses in its five most recent fiscal years. The Company reported a stockholders’ equity
of $1.2 million as of September 30, 2023, and has reported losses from continuing operations and/or net losses in its five most recent
fiscal years ended December 31, 2022.
During the plan period, the Company will be
subject to quarterly review to determine if it is making progress consistent with the Plan. If the Company does not regain compliance
with the NYSE American listing standards by June 20, 2025, or if the Company does not make sufficient progress consistent with the Plan,
then the NYSE American may initiate delisting proceedings.
The Company’s stock will continue to
be listed on the NYSE American during the plan period. The Company’s receipt of such notification from the NYSE American does not
affect the Company’s business, operations or reporting requirements with the U.S. Securities and Exchange Commission.
About
KULR Technology Group Inc.
KULR Technology Group Inc. (NYSE
American: KULR) is a leading energy management platform company offering proven solutions that play a critical role in accelerating the
electrification of the circular economy. Leveraging a foundation in developing, manufacturing, and licensing next-generation carbon fiber
thermal management technologies for batteries and electronic systems, KULR has evolved its holistic suite of products and services to
enable its customers across disciplines to operate with efficiency and sustainability in mind. For more information, please visit www.kulrtechnology.com.
Safe Harbor
Statement
This press 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 March 28, 2023, as may
be amended or supplemented by other reports we file with the Securities and Exchange Commission from time to time. 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.
Investor Relations:
KULR Technology Group, Inc.
Phone: 858-866-8478 x 847
Email: ir@kulrtechnology.com
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