Item 1.01Entry into a Material Definitive Agreement.
As previously disclosed in the Current Report on Form 8-K filed on
Outstanding Pre-Paid Advances may be offset upon the issuance of our Common Stock to Yorkville at purchase price equal to the lower of (a) 135% of the of the daily VWAP of our Common Stock as of the trading day immediately prior to the date of such Pre-Paid Advance, or the Fixed Price, or (b) 95% of the lowest VWAP of our Common Stock during the three consecutive trading days immediately preceding the date on which YA provides a purchase notice (an “Investor Notice”) to us, or the Variable Price, and the lower of the Fixed Price and the Variable Price shall be referred to as the Purchase Price; however, in no event shall the Purchase Price be less than the
Concurrently with the entry into the Supplemental Agreement, Yorkville advanced, as an initial Pre-Paid Advance, the principal amount of
In connection with the funding of the initial Pre-Paid Advance, the Company and Yorkville agreed to apply part of the proceeds to be advance to the Company toward the repayment of all remaining obligation due under the Promissory Note dated
As previously disclosed in the Prior 8-K, pursuant to the SEPA, the Company (i) is required to register all shares which Yorkville may acquire and file with the
The foregoing is a summary description of certain terms of the SEPA, the SEPA Amendment and the Supplemental Agreement. For a full description of all terms, please refer to the copies of the SEPA, the SEPA Amendment and the Supplemental Agreement that are incorporated by reference and filed herewith as Exhibit 10.1, Exhibit 10.2 and Exhibit
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits Exhibit Number Description of Document 5.1 Opinion of
Sichenzia Ross Ference LLP10.1 Standby Equity Purchase Agreement, dated May 13, 2022, by and between KULR Technology Group, Inc.and YA II PN, Ltd.(incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commissionon May 13, 2022) 10.2 Amendment, dated June 3, 2022, to the Standby Equity Purchase Agreement by and between KULR Technology Group, Inc.and YA II PN, Ltd.10.3 Supplemental Agreement dated as of September 23, 2022to the Standby Equity Purchase Agreement dated as of May 16, 2022between KULR Technology Group, Inc.and YA II PN, LTD. 23.1 Consent of Sichenzia Ross Ference LLP(included in Exhibit 5.1) 104 Cover page of this Current Report on Form 8-K formatted in Inline XBRL
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