KULR Technology Group, Inc. 10-K

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market for Common Equity and Related Stockholder Matters Our common stock began trading on OTCQB on July 18, 2018, and currently trades under the symbol “KULR.” The following table sets forth the quarterly high and low sales prices of our common stock since we began trading. Such prices are inter-dealer quotations without retail mark-ups, mark-downs or commissions, and may not represent actual transactions. Fiscal Year Ending December 31, 2021 Quarter Ended High $ Low $ March 31, 2021* $ 3.01 $ 1.19 *through March 10, 2021 Fiscal Year Ending December 31, 2020 Quarter Ended High $ Low $ December 31, 2020 $ 2.40 $ 1.01 September 30, 2020 $ 2.14 $ 0.74 June 30, 2020 $ 3.70 $ 0.55 March 31, 2020 $ 1.50 $ 0.75 Fiscal Year Ending December 31, 2019 Quarter Ended High $ Low $ December 31, 2019 $ 2.00 $ 1.25 September 30, 2019 $ 1.89 $ 1.05 June 30, 2019 $ 2.50 $ 1.76 March 31, 2019 $ 4.00 $ 1.76 Securities Authorized for Issuance Under Equity Compensation Plans As described above, KULR filed the December Information Statement regarding the adoption of the November 5 Resolutions by written consent in lieu of shareholder meeting. As part of the November 5 Resolutions, KULR adopted and ratified the KULR Technology Group 2018 Equity Incentive Plan (the “2018 Plan”). Subject to certain adjustments, the 2018 Plan, the total number of shares of common stock which may be purchased or granted directly under the plan shall not exceed fifteen million (15,000,000). The 2018 Plan is generally administered by the Board or a committee of two (2) or more independent, non-employee directors (the “Plan Committee”). The Board or the Plan Committee, as applicable, has the power to determine the participants (the “Participants”) to whom awards under the 2018 Plan (the “Plan Awards”) shall be made. The 2018 Plan allows for the award of, stock, stock options, and shares of restricted stock. Stock options granted under the Plan may be either incentive stock options (an “ISO”) qualifying under Section 422 of the Internal Revenue Codes of 1986, as amended (the “Code”) or non-qualified stock options (a “NQSO”). An ISO may only be issued to employees of KULR. ISOs may be granted to officers or directors, provided they are also employees of KULR. 16 The following table sets forth, as of December 31, 2020, our securities authorized for issuance under any equity compensation plans approved by our stockholders: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders 370,000 $ 0.66 14,211,047 Equity compensation plans not approved by security holders - - - Total 370,000 $ 0.66 14,211,047 Stock Transfer Agent Our stock transfer agent of our Common Stock is VStock Transfer LLC, located at 18 Lafayette Pl, Woodmere, NY 11598. Common Shareholders On March 10, 2021, we had approximately 6,500 record and street shareholders. Dividends The Company has not paid any dividends to date. The Company intends to employ all available funds for the growth and development of its business, and accordingly, does not intend to declare or pay any dividends in the foreseeable future. Recent Sales of Unregistered Securities During the year ended December 31, 2020, KULR issued an aggregate of 25,758 shares of our common stock upon conversion of 515 shares of our Series B Preferred Stock. During the year ended December 31, 2020, KULR issued an aggregate of 56,778 shares of our common stock upon conversion of 5.11 shares of our Series C Preferred Stock. Effective as of December 31, 2020, KULR issued an aggregate of 177,885 shares of our common stock and warrants to purchase an aggregate of 177,885 shares of our common stock at an exercise price of $1.25 per share, upon a deemed automatic conversion of 18.90 shares of our Series C Preferred Stock, after which there remained no further Series C Preferred Stock outstanding. Although the conversion shares were issued subsequent to the deemed automatic conversion, in connection with a registered direct offering that closed on December 31, 2020, the conversions were made effective as of December 31, 2020 pursuant to an automatic conversion feature of the Series C Preferred Stock under which the stated value of each share was converted into the same securities issued in the registered direct offering at an effective conversion price of 85% of the aggregate purchase price of such securities. During the year ended December 31, 2020, KULR issued an aggregate of 101,453 shares of our common stock to certain consultants for services. During the year ended December 31, 2020, KULR issued an aggregate of 60,000 shares of our common stock to a consultant, which shares remain subject to clawback during the two-year term of the consultant’s services until the Board, at its sole discretion, determines certain performance milestones have been achieved. Subsequent to the year ended December 31, 2020, KULR issued an aggregate of 698,600 shares of our common stock upon conversion of 13,972 shares of our Series B Preferred Stock, after which there remained no further Series B Preferred Stock outstanding. Subsequent to the year ended December 31, 2020, KULR issued an aggregate of 20,000 shares of our restricted common stock to our President and Chief Operating Officer, Keith Cochran, for services provided to KULR in January and February 2021. Subsequent to the year ended December 31, 2020, KULR issued an aggregate of 2,000,000 shares of our restricted common stock to our President and Chief Operating Officer, which shares will vest in four equal annual installments beginning on March 1, 2022. All of the previously described issuances of securities were made pursuant to the exemption from registration at Section 4(a)(2) and/or Rule 506 of Regulation D under the Securities Act for either transactions not involving a public offering or for transactions with an “accredited investor” as defined under the Securities Act. 17 ITEM 6. SELECTED FINANCIAL DATA We are a smaller reporting company, as defined by Rule 229.10(f)(1) and therefore are not required to provide the information required by this Item.