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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):
January 21, 2025
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.) |
555
Forge River Road, Suite 100, Webster,
Texas 77598
(Address of principle executive offices) (Zip
code)
Registrant’s telephone number, including
area code: (408) 663-5247
N/A
(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 |
| Common
Stock |
|
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 7.01 |
Regulation FD Disclosure |
On January 21, 2025, KULR
Technology Group, Inc. (the “Company” or “KULR”) issued a press release announcing that the Company completed
a purchase of an additional bitcoin for approximately $8 million, at a weighted average price of $101,695 per bitcoin, inclusive of fees
and expenses. KULR also announced that its year-to-date BTC Yield, a key performance indicator described below, was 127%.
BTC Yield as a Key Performance Indicator (KPI)
KULR uses BTC Yield as a KPI
to help assess the performance of its strategy of acquiring bitcoin in a manner KULR believes is accretive to stockholders. KULR believes
this KPI can be used to supplement an investor’s understanding of KULR’s decision to fund the purchase of bitcoin by issuing
additional shares of its common stock. As further described below, when KULR uses this KPI, management also takes into account the various
limitations of this metric.
Important Information about BTC Yield KPI
BTC Yield is a KPI that represents
the percentage change period-to-period of the ratio between KULR’s bitcoin holdings and its Assumed Diluted Shares Outstanding.
Assumed Diluted Shares Outstanding refers to the aggregate of KULR’s actual shares of common stock outstanding as of the end of
each period plus all additional shares that would result from the settlement of and exercise of all outstanding derivative securities.
Assumed Diluted Shares Outstanding is not calculated using the treasury method and does not take into account any vesting conditions or
the exercise price of any derivative securities.
Additionally, BTC Yield is
not, and should not be understood as, an operating performance measure or a financial or liquidity measure. In particular, BTC Yield is
not equivalent to a “yield” in the traditional financial context. It is not a measure of the return on investment KULR’s
stockholders may have achieved historically or can achieve in the future by purchasing stock of KULR, or a measure of income generated
by KULR’s operations or its bitcoin holdings, return on investment on its bitcoin holdings, or any other similar financial measure
of the performance of its business or assets.
The trading price of KULR’s
common stock is impacted by numerous factors in addition to the amount of bitcoins KULR holds and number of actual or potential shares
of its stock outstanding. As a result, the market value of KULR’s shares may trade at a discount or a premium relative to the market
value of the bitcoin KULR holds. BTC Yield is not indicative nor predictive of the trading price of KULR’s shares of common stock.
As noted above, this KPI is narrow in its purpose and is used by management to assist in assessing whether KULR is using equity capital
in a manner accretive to stockholders solely as it pertains to its bitcoin holdings.
In calculating this KPI, KULR
does not take into account the source of capital used for the acquisition of its bitcoin. KULR notes in particular, it could acquire bitcoin
using cash flow from operations, if any, as well as proceeds from external financings including, but not limited to, from the sale of
shares in its at-the-market (ATM) offering. Accordingly, this metric might overstate or understate the accretive nature of KULR’s
use of equity capital to buy bitcoin because not all bitcoin may be acquired using proceeds of equity offerings and not all issuances
of equity may involve the acquisition of bitcoin.
KULR’s ability to achieve
positive BTC Yield may depend on a variety of factors, including, but not limited to, its ability to generate cash from operations in
excess of its fixed charges and other expenses, as well as factors outside of its control, such as the availability of debt and equity
financing on favorable terms. Past performance is not indicative of future results. BTC Yield is a historical looking metric and indicates
no promise, guarantee, recommendation or advice regarding future performance of KULR common stock, operating performance, bitcoin holdings,
or the performance of bitcoin itself.
KULR has historically not
paid dividends on its shares of common stock, and by presenting this KPI, KULR makes no suggestion regarding its intent with respect to
paying dividends in the future. Ownership of common stock does not represent an ownership interest in the bitcoin KULR holds.
Investors should rely on the
financial statements and other disclosures contained in KULR’s SEC filings. This KPI is merely a supplement, not a substitute for
any information an investor may consider in seeking to understand the Company’s status, prospects, and potential. It should be used
with the indicated understanding of its limited purpose and many limitations.
This current report on Form
8-K shall not constitute an offer to sell or solicitation of an offer to buy KULR’s shares of common stock described herein, nor
shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities law of such state or jurisdiction.
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,
disseminates 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 releases 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 Exhibit 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.
On
January 21, 2025, the Company issued a press release announcing that the Company completed a purchase of approximately $8 million, at
a weighted average price of $101,695 per bitcoin (or a purchase of approximately 80 additional bitcoin), inclusive of fees and
expenses.
Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated January 21, 2025 |
| 104 |
|
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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 21, 2025 |
By: |
/s/ Michael Mo |
| |
|
Michael Mo |
| |
|
Chief Executive Officer |
Exhibit 99.1
KULR Expands
Bitcoin Holdings to 510 BTC, Reports 127% BTC Yield
HOUSTON / January 21, 2025 / KULR
Technology Group, Inc. (NYSE American: KULR) (the "Company" or "KULR"), a leader in advanced energy management
platforms, today announced it has increased its bitcoin purchases for its Bitcoin Treasury by an additional $8 million to reach a total
of $50 million in bitcoin acquisitions. The additional purchases were made at a weighted average price of $101,695 per bitcoin, inclusive
of fees and expenses. The Company now holds 510 BTC.
This strategic move aligns with KULR’s Bitcoin Treasury Strategy
announced on December 4, 2024, wherein the Company committed up to 90% of its surplus cash reserves to be held in bitcoin.
BTC Yield as a Key Performance Indicator
Year to date, KULR has achieved a BTC Yield of 127%, leveraging a combination
of surplus cash and its At-The-Market (ATM) equity program to fund purchases.
KULR uses "BTC Yield" as a key performance indicator (KPI)
for its Bitcoin Treasury strategy. BTC Yield is calculated as the percentage change period-to-period in the ratio of the Company’s
bitcoin holdings to its Assumed Fully Diluted Shares Outstanding. This KPI helps assess the effectiveness of KULR’s bitcoin acquisition
strategy in a manner KULR believes drives shareholder value.
Important Considerations Regarding BTC Yield
BTC Yield is intended to provide insights into KULR’s bitcoin
acquisition strategy but should not be interpreted as a measure of operating performance, financial return, or liquidity. It is not equivalent
to traditional yield metrics, nor does it account for the Company’s liabilities or broader financial position.
The trading price of KULR’s common stock is influenced by multiple
factors beyond bitcoin holdings, and BTC Yield does not predict or reflect the stock's market value. Investors should consider this metric
as a supplementary tool and refer to the Company’s financial statements and SEC filings for additional information about the Company’s
financial position.
KULR remains committed to its strategic goals of advancing shareholder
value while adhering to disciplined financial management.
For additional details, please visit www.kulrtechnology.com.
No Offer or Solicitation
This
press release does not and shall not constitute an offer to sell or a solicitation of an offer to buy any securities of KULR Technology
Group Inc., nor shall there be any offer, solicitation or sale of such securities, in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About KULR Technology Group
Inc.
KULR Technology Group Inc. (NYSE
American: KULR) delivers cutting edge energy storage solutions for space, aerospace, and defense by leveraging a foundation of in-house
battery design expertise, comprehensive cell and battery testing suite, and battery fabrication and production capabilities. The Company’s
holistic offering allows delivery of commercial-off-the-shelf and custom next generation energy storage systems in rapid timelines for
a fraction of the cost compared to traditional programs. On December 4, 2024, KULR announced that its Board of Directors has agreed to
include bitcoin as a primary asset in its treasury program and committed to allocating up to 90% of its surplus cash to the acquisition
of bitcoin. For more information, please visit www.kulrtechnology.com.
Safe Harbor Statement
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 April 12, 2024, 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 based
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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KULR Technology (AMEX:KULR)
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