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Item 5. Market for Registrant’s Common Equity

2022-03-28 compared with 2021-03-19 · 33 added, 93 removed, 10 unchanged (93% of the section changed)

COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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

March 31, 2021*

*through March 10, 2021

Fiscal Year Ending December 31, 2020

Quarter Ended

December 31, 2020

September 30, 2020

June 30, 2020

March 31, 2020

Fiscal Year Ending December 31, 2019

Quarter Ended

December 31, 2019

September 30, 2019

June 30, 2019

March 31, 2019

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

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”).

On June 7, 2021, our common stock ceased trading on the OTCQB and commenced trading on the NYSE American LLC Exchange under the symbol “KULR.”

Securities Authorized for Issuance Under Equity Compensation Plans

On November 5, 2018, 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.

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

to be issued upon

Weighted-average

outstanding options,

ISOs may be granted to officers or directors, provided they are also employees of KULR.

The following table sets forth, as of December 31, 2021, our securities authorized for issuance under any equity compensation plans approved by our stockholders:

Number of securities

remaining available for

future issuance under

to be issued upon

Weighted-average

future issuance under equity

exercise price of

compensation plans

outstanding options,

(excluding securities

Plan Category

Equity compensation plans approved by security holders

1 unchanged sentence

Stock Transfer Agent

Our stock transfer agent

of our Common Stock is VStock Transfer LLC, located at 18 Lafayette Pl, Woodmere, NY 11598.

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.

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.

On March 28, 2022, we had approximately 123 record and street shareholders.

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.

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.

During the year ended December 31, 2021, KULR issued an aggregate of 698,600 shares of our common stock upon conversion of 13,972 shares of our Series B Preferred Stock.

During the year ended December 31, 2021, KULR issued an aggregate of 3,170,730 shares of our common stock upon conversion of 650 shares of our Series D Preferred Stock.

During the year ended December 31, 2021, KULR issued an aggregate of 6,793,358 shares of our common stock upon the exercise of warrants.

During the year ended December 31, 2021, KULR issued an aggregate of 20,000 shares of our common stock to certain consultants for services.

During the year ended December 31, 2021, KULR issued as incentive shares to its employees, an aggregate of 2,677,744 shares of our restricted common stock, of which, 117,744 shares were cancelled subsequent to December 31, 2021.

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.

Issuer Purchases of Equity Securities

The Company did not repurchase any of its equity securities during the fourth quarter ended December 31, 2021.

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity