KULR Technology Group Announces Material Agreement & Executive Changes

TL;DR

KULR inked a big deal and shuffled execs/board on Aug 20th.

AI Summary

KULR Technology Group, Inc. announced on August 20, 2024, that it has entered into a material definitive agreement. The company also reported the departure of directors or certain officers, the election of directors, and the appointment of certain officers, along with compensatory arrangements for these officers. Additionally, the filing includes a Regulation FD disclosure and other events.

Why It Matters

This filing indicates significant corporate actions, including a new material agreement and changes in leadership, which could impact the company's strategic direction and operational execution.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and executive/director changes, which can introduce uncertainty and potential shifts in strategy.

Key Players & Entities

• KULR Technology Group, Inc. (company) — Registrant
• August 20, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $99,551.12 — red Fifty-One Dollars and Twelve Cents ($99,551.12) subject to legally required payroll wi

Filing Documents

• tm2422160d1_8k.htm (8-K) — 34KB
• tm2422160d1_ex10-1.htm (EX-10.1) — 43KB
• tm2422160d1_ex99-1.htm (EX-99.1) — 7KB
• tm2422160d1_ex99-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-24-091455.txt ( ) — 320KB
• kutg-20240820.xsd (EX-101.SCH) — 3KB
• kutg-20240820_def.xml (EX-101.DEF) — 26KB
• kutg-20240820_lab.xml (EX-101.LAB) — 35KB
• kutg-20240820_pre.xml (EX-101.PRE) — 24KB
• tm2422160d1_8k_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. The description in Item 5.02 below, as it relates to the terms and conditions of the Severance Agreement And General Release, a copy of which is filed herewith as Exhibit 10.1, is incorporated herein by reference.

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 20, 2024, KULR Technology Corporation, a wholly owned subsidiary of KULR Technology Group, Inc. (the "Company"), entered into a Separation and General Release Agreement (the "Agreement") with Keith Cochran, pursuant to which Mr. Cochran's employment with KULR Technology Corporation terminated. Accordingly, effective August 20, 2024, Mr. Cochran resigned as President and Chief Operating Officer of the Company, and from all other appointments and positions held with the Company and any of its affiliated entities. Mr. Cochran's resignation from the Company is as a result of his decision to pursue alternative professional and personal endeavors and not as a result of any disagreements with the Company or the Board of Directors of the Company on any matter relating to its operations, policies or practices. The Agreement contains customary protections, including a general release of claims by Mr. Cochran in favor of the Company and certain other related parties. The Agreement will only go effective after the Revocation Period has expired. Pursuant to the terms of the Agreement, on the Effective Date, Mr. Cochran will be entitled to termination benefits in the form of (i) a lump sum payment of Ninety-Nine Thousand Five Hundred Fifty-One Dollars and Twelve Cents ($99,551.12) subject to legally required payroll withholdings/deductions, (ii) early settlement of vested grants and accelerated vesting of a portion of the Mr. Cochran's outstanding equity awards in the aggregate amount of 875,000 shares of the Company's common stock underlying such grants, deliverable no earlier than November 25, 2024, and (iii) continuation of COBRA health insurance premiums for four months, in exchange for release of claims in favor of the Company and its affiliates. The forgoing summary of the Agreement does not purport to b

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Item 7.01 Regulation FD Disclosure On August 21, 2024, the Company issued a press release announcing the resignation of Mr. Keith Cochran and the move of the principal office. 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 u

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Item 8.01 Other Events On August 20, 2024, the Company's Board of Directors changed the Company's principal executive office to Webster, Texas. The office space at 4863 Shawline Street, San Diego, California 92111, which previously served as the Company's principal executive office, will continue to be utilized as a critical innovation hub. The new principal executive office, principal place of business and headquarters is located at 555 Forge River Road, Suite 100, Webster, Texas 77598.

01

Item 9.01 Exhibits Exhibit No. Description 10.1 Severance Agreement and General Release, dated August 20, 2024 99.1 Press Release dated August 21, 2024 104 Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

SIGNATURES

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: August 21, 2024 By: /s/ Michael Mo Michael Mo Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR