Amendment: SEC Form SCHEDULE 13D/A filed by KULR Technology Group Inc.
$KULR
Electrical Products
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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KULR Technology Group, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share, Series A Voting Preferred Stock, par value $0.0001 per share (Title of Class of Securities) |
50125G109 (CUSIP Number) |
Jay K. Yamamoto, Esq. 1185 Avenue of the Americas, 31st Floor New York, NY, 10036 212-930-9700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/16/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 50125G109 |
| 1 |
Name of reporting person
Michael Mo | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
24,941,340.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) As of the date hereof, Michael Mo (the "Reporting Person") may be deemed to beneficially own an aggregate of 24,941,340 shares of common stock, par value $0.0001 per share (the "Common Stock"), of KULR Technology Group, Inc., a Delaware corporation (the "Issuer" or the "Company"), which amount includes: (i) 19,755,110 shares held directly by Mr. Mo, (ii) 1,400,000 shares held jointly by Mr. Mo and his spouse, Linda Mo, and (iii) an aggregate of 3,786,230 shares underlying various restricted stock unit grants, even though they are not expected to settle or vest within 60 days of this filing, but excludes, shares held by Mr. Mo's son Alexander Mo and shares held by Mr. Mo's son Brandon Mo, over which shares Mr. Mo disclaims beneficial ownership, as Mr. Mo has no control over the dispositive or voting power over the shares and his sons no longer live in the same household as Mr. Mo.
(2) As of the date hereof, the Reporting Person beneficially owns an aggregate of 1,000,000 shares of Non-Convertible Series A Voting Preferred Stock, par value $0.0001 per share (the "Preferred Stock"). Each share of the Preferred Stock entitles the Reporting Person to votes equal to one hundred (100) votes per share of Preferred Stock held.
(3) The foregoing reported beneficial ownership percentage is based on 273,554,067 shares of Common Stock issued and outstanding and assumes the issuance of 3,786,230 shares underlying various restricted stock units granted to Mr. Mo, even though they are not expected to settle or vest within 60 days of this filing.
(4) Mr. Mo is the sole holder of all issued and outstanding shares of Preferred Stock and after giving effect to the voting rights of such Preferred Stock and the voting rights of the Common Stock beneficially owned by Mr. Mo, the aggregate voting power held by Mr. Mo would be 33.11% of all voting rights of the Issuer's voting securities (based on 377,340,297 aggregate votes).
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share, Series A Voting Preferred Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
KULR Technology Group, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
555 River Forge Road, Suite 100, Webster,
TEXAS
, 77598. |
| Item 2. | Identity and Background |
| (a) | Michael Mo |
| (b) | The address of the principal office of the Reporting Person is c/o KULR Technology Group, Inc., 555 River Forge Road, Suite 100, Webster, Texas 77598. |
| (c) | Mr. Mo is the Chairman of the Board of Directors of the Issuer ("Board") and the Chief Executive Officer of KULR Technology Group, Inc. |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Reporting Person is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
There were no personal funds used by the Reporting Person in the acquisition of any of the securities described below.
On May 23, 2024, the Board approved a grant of 286,230 restricted stock units ("RSUs"), which RSUs vest on May 23, 2025. On January 16, 2025, the Board approved a grant of 2,000,000 RSUs, which RSUs vest over a four-year period in equal annual installments, with the first installment vesting on January 17, 2026, contingent on continued employment with the Company.
On January 16, 2025, the Board approved the issuance of 270,000 shares of Preferred Stock to the Reporting Person, in accordance with a resolution passed by the Board and the prior approval of the majority stockholders of the Company. This issuance is part of a strategic initiative to reinforce and enhance the Issuer's flexibility to optimize its negotiating position in any potential current and/or future engagements with commercial, financial, and/or strategic parties, and to provide defenses against potential hostile third-party actions. | |
| Item 4. | Purpose of Transaction |
Following the recommendation of the Compensation Committee of the Board, on May 23, 2024, the Board approved and granted Mr. Mo 286,230 RSUs to vest over a one-year period, contingent on continued employment with the Company.
Following the recommendation of the Compensation Committee of the Board, on January 16, 2025, the Board approved, certain adjustments to the cash compensation and, grant of restricted stock units to the executive officers of the Company. The Committee and the Board recognized that the Reporting Person has demonstrated exceptional dedication and leadership, guiding the Company through significant market volatility and extended periods without compensatory adjustments, and granted Mr. Mo 2,000,000 RSUs to vest over a four-year period in equal annual installments, with the first installment vesting on January 17, 2026, contingent on continued employment with the Company.
On January 16, 2025, the Board approved the issuance of 270,000 shares of Preferred Stock to the Reporting Person, in accordance with a resolution passed by the Issuer's Board and the prior approval of the majority stockholders of the Company. This issuance is part of a strategic initiative to reinforce and enhance the Issuer's flexibility to optimize its negotiating position in any potential current and/or future engagements with commercial, financial, and/or strategic parties, and to provide defenses against potential hostile third-party actions.
The issuance is subject to the Board reserving the full and unequivocal right to revoke, rescind, transfer or otherwise cancel the issued Preferred Stock in the event the Reporting Person is removed from any position with the Company or resigns from all positions with the Company.
The Independent Members of the Board determined that the issuance represents a pivotal strategic move to reinforce and enhance the Issuer's flexibility to optimize it's negotiating position in any potential current and/or future engagement with commercial, financial, and/or strategic parties, and to provide defenses against potential hostile third-party actions.
The shares of Preferred Stock were issued in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date hereof, the Reporting Person may be deemed to beneficially own an aggregate of 24,941,340 shares of Common Stock, which amount includes: (i) 19,755,110 shares held directly by Mr. Mo,(ii) 1,400,000 shares held jointly by Mr. Mo and his spouse, Linda Mo, and (iii) an aggregate of 3,786,230 shares underlying various restricted stock unit grants, even though they are not expected to settle or vest within 60 days of this filing, but excludes, shares held by Mr. Mo's son Alexander Mo and shares held by Mr. Mo's son Brandon Mo, over which shares Mr. Mo disclaims beneficial ownership, as Mr. Mo has no control over the dispositive or voting power over the shares and his sons no longer live in the same household as Mr. Mo.
On January 16, 2025, the Board approved the issuance of 270,000 shares of Preferred Stock to the Reporting Person. Mr. Mo is the sole holder of all issued and outstanding shares of Preferred Stock and after giving effect to the voting rights of such Preferred Stock and the voting rights of the Common Stock beneficially owned by Mr. Mo (assuming the vesting and settlement of all RSUs held by Mr. Mo), the aggregate voting power held by Mr. Mo would be 33.11% of all voting rights of the Issuer's voting securities (based on 377,340,297 aggregate votes). |
| (b) | See Item 5(a) |
| (c) | Except as described in this Amendment No. 2, the Reporting Person has not effectuated any other transactions involving the securities of the Issuer in the last 60 days. |
| (d) | As of the date of filing this Schedule 13D, no person other than the Reporting Person is known to have the power to direct the receipt of dividends from, or proceeds from the sale of, any of the shares beneficially owned by the Reporting Person. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Other than as described in this Amendment No. 1, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
None. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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