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):
Indicate by check mark whether the registrant is an emerging growth company 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).
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. ¨
On October 23, 2026, KULR Technology Group, Inc.
(the “Company”) filed a verified petition (the “Petition”) in the Court of Chancery of the State of Delaware (the
“Court of Chancery”) pursuant to Section 205 of the Delaware General Corporation Law (the “DGCL”) seeking validation
of certain corporate acts and of the Company’s outstanding shares of common stock and Series A Voting Preferred Stock (the “Series
A Preferred Stock”), including the filing of the certificate of designation of the Series A Preferred Stock (collectively, the “Section
205 Action”). A copy of the Petition is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements
regarding the Section 205 Action, its expected outcome and timing and the effects of the matters described above on the Company. These
statements are subject to risks and uncertainties, including the uncertainties inherent in litigation, and actual results could differ
materially. No assurance can be given that the Court of Chancery will grant the relief requested in the Petition or that the Section 205
Action will result in a timely resolution of the uncertainty regarding the Company’s Board composition and capitalization, if at
all. Additional factors that could cause actual results to differ are described in the Company’s filings with the Securities and
Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on
Form 10-Q. The Company undertakes no obligation to update any forward-looking statement, except as required by law.
The following exhibits are being filed as part of this Current Report
on Form 8-K.
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.
Exhibit 99.1
IN THE COURT
OF CHANCERY OF THE STATE OF DELAWARE
| IN
RE KULR TECHNOLOGY GROUP, INC. |
C.A.
No. 2026- ___ - ___ |
VERIFIED PETITION
FOR RELIEF PURSUANT TO 8 DEL. C. § 205
Petitioner KULR
Technology Group, Inc. (“KULR” or the “Company”), by and through its undersigned attorneys, brings this
petition pursuant to Section 205 of the General Corporation Law of the State of Delaware (the “DGCL”) seeking to have
this Court validate certain corporate acts and stock as follows:
NATURE OF THE
ACTION
1. The
Company was incorporated on December 11, 2015, under the name Grant Hill Acquisition Corporation, pursuant to a Certificate of Incorporation
filed with the Delaware Secretary of State. The Company, now operating under the name KULR Technology Group, Inc., has two types
of outstanding stock: common stock (the “Common Stock”) listed on the NYSE American (the “NYSE American”) and
a single series of high-vote preferred stock (the “Series A Preferred Stock”), which is held solely by its chief executive
officer, Michael Mo (the “CEO”).
2. Although
the Company has identified numerous failures to comply with the technical requirements for authorization of corporate actions in the
manner required by Delaware law, its records and disclosures generally convey a consistent and understandable picture of the composition
of its board of directors (the “Board”) and its capital structure. Because the Company would require stockholder approval
to ratify the defective corporate acts set forth in this Petition, but has both valid and putative shares of Common Stock disparately
held by public stockholders thereby preventing the Company from tracking its valid shares, the Company cannot ratify the defective corporate
acts under Section 204 of the DGCL and must seek validation from the Court. Because the defective corporate acts go to the foundation
of the Company’s certificate of incorporation, its Board composition, and its capitalization, validation is critical to the Company
and its stockholders.
FACTS AND DEFECTIVE
CORPORATE ACTS
3. KULR
is a Delaware corporation, publicly listed for trading on the NYSE American, with its corporate headquarters in Webster, Texas. KULR
is a developer and manufacturer of battery systems and thermal management technologies.
4. Name
Change Amendment. On April 19, 2016, the Company filed a Certificate of Amendment with the Delaware Secretary of State, changing
its name to KT High-Tech Marketing Inc. (the “Name Change Amendment”), a copy of which is attached hereto as Exhibit A.
The Company has not been able to locate a record of the Board approving the Name Change Amendment as required by Section 242 of
the DGCL.
5. Authorized
Common Amendment. On December 31, 2018, the Company filed a Certificate of Amendment, increasing the authorized Common Stock
from 100 million to 500 million shares of Common Stock (the “Authorized Common Amendment”), a copy of which is attached hereto
as Exhibit B. Although the Board and stockholders approved the Authorized Common Amendment, the stockholders did not approve the
amendment after the Board approved and declared advisable the Authorized Common Amendment as required by Section 242 of the DGCL.
6. Series A
Preferred Stock Designation and Issuances. On June 6, 2017, pursuant to authority set forth in the certificate of
incorporation, the Board approved and the Company filed with the Delaware Secretary of State a Certificate of Designation of
Series A Voting Preferred Stock (the “COD”), a copy of which is attached hereto as Exhibit C, authorizing
1,000,000 shares of Series A Preferred Stock. The Board resolutions authorizing the designation (the “Series A
Designation”) and issuance of Series A Preferred Stock consistently stated that the Series A Preferred Stock was
intended as a Company tool wielded by the CEO in his capacity as an officer of the Company and that the Company would be able to
re-acquire the shares of Series A Preferred Stock if the CEO ceased to serve in a corporate capacity. Indeed, the Board
resolutions adopting the COD stated that it was in the best interest of the Company . . . to issue such Series A Preferred
shares to Michael Mo in consideration for his services to the Corporation and to vest in Mr. Mo certain voting controls to
protect against any takeover actions of a third party after the Corporation has merged with or acquired a business.
7. The
COD provided that the Series A Preferred Stock would have 100 votes per share, provided that it shall have no right to dividends
or distribution in a liquidation, dissolution, or winding up of the Company, and was silent with respect to redemptions. There is uncertainty
whether the Series A Preferred Stock constitutes preferred stock under Sections 102 and 151 of the DGCL.
8. On
January 26, 2024 and January 16, 2025, the Company issued 730,000 and 270,000 shares of Series A Preferred Stock to the
CEO, respectively (collectively, the “Series A Issuances”). After the January 26, 2024 issuance, the CEO’s
stock voting power was approximately 45%, as disclosed in the Schedule 13D filed on that date. After the January 16, 2025 issuance,
the CEO’s stock voting power was approximately 33%, as disclosed in the Schedule 13D filed on January 17, 2025. The Board,
following stockholder approval of the Series A Issuances by written consents dated November 5, 2018 and February 9, 2024,
stated in resolutions approving both of the Series A Issuances, as well as previous resolutions approving such issuances to the
CEO, that:
| · | “it
is in the best interest of the Corporation to issue such Series A Preferred shares to
Michael Mo in consideration for his efforts in progressing the Corporation and to vest in
Mr. Mo certain voting controls to protect against any takeover actions of a third party
so as to allow the Corporation to merge with or acquire synergistic businesses and avoid
unwanted takeovers before or after such merger or acquisition.” Unanimous Written Consent
of the Board of Directors of KULR, dated November 21, 2018. |
| · | “WHEREAS,
the Company is committed to making strategic decisions that enhance the growth and stability
of the Company and ensure its long-term success, while safeguarding its interests against
external risks, including hostile takeover actions by third parties targeting any of the
Company’s assets or subsidiaries; WHEREAS, the Board and the Company’s management,
in light of evolving market dynamics and competitive pressures, has and continues to conduct
extensive outreach to seek opportunities for potential current and/or future engagements
with commercial, financial, and/or strategic parties, and recognizes that empowering leadership
with the necessary tools to execute on such strategic initiatives is crucial for the Company’s
future growth and stability; WHEREAS, the Board recognizes and identifies the issuance of
Series A Voting Preferred Stock to the Company’s CEO as a key strategy to reinforce
the Company’s flexibility to tactically take advantage of strategic opportunities with
commercial or financial counterparties and to provide defenses against potential hostile
third-party actions . . . RESOLVED, that, subject to the limitations set forth in the following
resolution, the Board hereby approves, ratifies and authorizes the issuance of initially
730,000 shares of the previously designated Series A Super Voting Preferred Stock to
Michael Mo, Chairman and CEO of the Company, in accordance with the strategic determinations
previously outlined; and it is further RESOLVED, that notwithstanding the foregoing, the
Board emphasizes the conditional nature of this issuance, reserving the full and unequivocal
right to revoke, rescind, transfer or otherwise cancel the issued Series A Super Voting
Preferred Stock in the event Michael Mo is removed from any position with the Company (as
opposed to voluntarily resigning from such position to allow for a successor) or resigns
from all positions with the Company . . . .” Unanimous Written Consent of the Board
of Directors of KULR, dated January 26, 2024. |
| · | “WHEREAS,
the Company is committed to making strategic decisions that enhance the growth and stability
of the Company and ensure its long-term success, while safeguarding its interests against
external risks, including hostile takeover actions by third parties targeting any of the
Company’s assets or subsidiaries; WHEREAS, the Board and the Company’s management,
in light of evolving market dynamics and competitive pressures, has and continues to conduct
extensive outreach to seek opportunities for potential current and/or future engagements
with commercial, financial, and/or strategic parties, and recognizes that empowering leadership
with the necessary tools to execute on such strategic initiatives is crucial for the Company’s
future growth and stability; WHEREAS, the Board recognizes and identifies the issuance of
an additional 270,000 Series A Voting Preferred Stock to the Company’s CEO as
a key strategy to reinforce the Company’s flexibility to tactically take advantage
of strategic opportunities with commercial or financial counterparties and to provide defenses
against potential hostile third-party actions; . . . RESOLVED, that, subject to the limitations
set forth in the following resolution, the Board hereby approves, ratifies and authorizes
the issuance of an additional 270,000 shares of the previously designated Series A Super
Voting Preferred Stock to Michael Mo, Chairman and CEO of the Company, in accordance with
the strategic determinations previously outlined; and it is further RESOLVED, that notwithstanding
the foregoing, the Board emphasizes the conditional nature of this issuance, reserving the
full and unequivocal right to revoke, rescind, transfer or otherwise cancel the issued Series A
Super Voting Preferred Stock in the event Michael Mo is removed from any position with the
Company (as opposed to voluntarily resigning from such position to allow for a successor)
or resigns from all positions with the Company.” Unanimous Written Consent of the Board
of Directors of KULR, dated January 16, 2025. |
9. On
January 17, 2025, the Company filed a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”)
disclosing the Series A Issuance:
The issuance
is subject to the Board reserving the full and unequivocal right to revoke, rescind, transfer or otherwise cancel the issued Non-convertible
Series A Voting Preferred Stock in the event Michael Mo is removed from any position with the Company or resigns from all positions
with the Company. This conditional arrangement is designed to ensure that the voting power conferred by the Non-convertible Series A
Voting Preferred Stock remains tied to the active leadership of the Company. This underscores the Board’s commitment to maintaining
alignment with the long-term interests of the Company and its stockholders. The Independent Members of the Board have determined that
the issuance represents a pivotal strategic move to reinforce and enhance the Company’s flexibility to optimize the Company’s
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.
On the same day,
the CEO also filed a Schedule 13D with the SEC containing an identical disclosure that the shares of Series A Preferred Stock were
subject to revocation, rescission, transfer, or cancellation under the terms described in the Company’s Form 8-K.
10. The
understanding of the Company, the Board, and the CEO that the Series A Preferred Stock was subject to acquisition by the Company
for little or no payment under specified circumstances was further memorialized by a Letter Agreement Regarding Return of Series A
Voting Preferred Stock, dated May 13, 2026, by and between the Company and the CEO, in the form of Exhibit D. The Company disclosed
the Letter Agreement in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, which was filed with the SEC
on May 14, 2026.
11. The
Series A Issuances were approved by a majority of disinterested directors—in each case, two of the three directors then in
office were disinterested—with the CEO recusing himself. The Board, however, approved the Series A Issuances by written consents,
which were signed by all directors but may not have been unanimous as required by Section 141 of the DGCL, due to the CEO’s
recusals.
12. Reverse
Split Amendment. On June 20, 2025, the Company filed with the Delaware Secretary of State a Certificate of Amendment to the
Certificate of Incorporation (the “Reverse Split Amendment”), a copy of which is attached hereto as Exhibit E, providing
for the combination of issued and outstanding shares of Common Stock on an 8:1 ratio (the “Reverse Split”). Although the
Board, by written consent dated February 2, 2024 and at meetings on May 27 and May 31, 2025, adopted resolutions approving
the Reverse Split on a range of ratios including the 8:1 ratio, and although the stockholders, by written consent dated February 9,
2024, approved a form of Reverse Split Amendment and the Reverse Split on a range of ratios including the 8:1 ratio, the Company has
not been able to locate a record of the Board and stockholders approving the Reverse Split Amendment in the form filed with the Delaware
Secretary of State as required by Section 242 of the DGCL.
13. One
effect of the Reverse Split was to increase the CEO’s stock voting power from below a majority to above a majority. At the time
of each Board and stockholder approval of the Reverse Split and the filing of the Reverse Split Amendment, from February 2024 until
June 2025, the Board was composed of and the Reverse Split was approved by a majority of the disinterested directors who constituted
a majority of the Board. Following the Reverse Split, the CEO held approximately 71% of the stock voting power of the Company, as disclosed
in the Company’s Form 10-Q filed on August 14, 2025.
14. Board
Increase, Vacancy Filling, Officer Appointment, and Independent Director Compensation. On June 5, 2025, the Board expanded the
Board to five authorized directorships (the “Board Increase”), elected Aron Schwartz and Shawn Carter as directors to fill
those vacancies (the “Vacancy Filling”), appointed Jay Yamamoto as General Counsel and Secretary (the “Officer Appointment”),
and approved cash and equity compensation for two independent, non-employee directors, Dr. Joanna Massey and Donna Grier (the “Independent
Director Compensation”), with Dr. Massey and Ms. Grier recusing themselves. The Board, however, approved these actions
by written consent, which were signed by all directors but may not have been unanimous as required by Section 141 of the DGCL, due
to the independent directors’ recusals.
COUNT ONE
(Validation of
Defective Corporate Act Under 8 Del. C. § 205)
15. KULR
repeats and reiterates the allegations above as if fully set forth herein.
16. There
is uncertainty regarding the validity and effectiveness of the foregoing corporate acts (collectively, the Name Change Amendment, Authorized
Common Amendment, Series A Designation, Series A Issuances, Reverse Split Amendment, Reverse Split, Board Increase, Vacancy
Filling, Officer Appointment, and Independent Director Compensation, the “Defective Corporate Acts”) for the foregoing reasons.
17. There
is uncertainty whether KULR can ratify the Defective Corporate Acts under 8 Del. C. § 204 because, as a result of mixing
of valid and putative shares in the public float, it cannot identify the holders of all shares of its valid stock.
18. The
foundational uncertainty created by the Defective Corporate Acts, including with respect to the size and composition of the Board and
a substantial proportion KULR stock voting power, creates uncertainty regarding significant corporate actions and the Company’s
ability to authorize and effect corporate actions. See In re Covalent Group, Inc., C.A. No. 2021-0680-KSJM, at 21-22
(Del. Ch. Sept. 1, 2021) (“Covalent Group”) (TRANSCRIPT) (stating in a validation proceeding that self-help is unavailable
to cure such foundational defects, including those arising from a conversion to and incorporation as a Delaware corporation, noting that
“defects identified in connection with the conversion itself, the establishment of the board, and the adoption of the bylaws, are
. . . so foundational, they rendered the corporation incapable of self-correcting the problems. That's the bad news. The good news is
these are precisely the sorts of problems that Section 205 was adopted to correct”).
19. On
information and belief, the Defective Corporate Acts were approved and effectuated with the good faith belief that the approvals and
effectuations were in compliance with the provisions of the DGCL.
20. KULR,
the Board, its officers, and its stockholders have treated the Defective Corporate Acts as valid, several for longer than the statutory
limitations period. For example, KULR has acted and disclosed at all times as if the Series A Preferred Stock were authorized, outstanding,
and representative of substantial stock voting power, KULR’s capitalization table and publicly available SEC filings reflects the
authorization and issuance to the CEO of the Series A Preferred Stock on the terms and conditions described herein, and KULR has
taken significant corporate actions on the basis that they were authorized by the holders of the Series A Preferred Stock (including
bylaw amendments, the removal of Dr. Massey, Ms. Grier, and Messrs. Schwartz and Carter as directors, and the election
of Benjamin Andrew Frank and Dr. Michael Philip Kimel as directors to fill two of the vacancies resulting from such director removals,
as approved by stockholders on April 28, 2026).
21. On
information and belief, no persons would be harmed by the validation of the Defective Corporate Acts. All current holders of valid stock
or putative stock of the Company have acquired and held such stock with the belief that Defective Corporate Acts (and the corporate acts
authorized in reliance thereon) were valid, and validation of the Defective Corporate Acts will merely confirm, not upset, all parties’
reasonable expectations.
22. Without
relief from this Court, KULR could be harmed. The Board and its overall capitalization would remain uncertain, and KULR would be unable
to remedy that uncertainty.
23. Without
relief from this Court, KULR’s stockholders could be harmed as a result of the uncertainty regarding the Board and its capitalization.
24. In
addition, the uncertainty concerning these matters can be expected to continue to hamper or delay the Company’s ability to obtain
financing on favorable terms, to pursue a public offering, to authorize and effect routine and significant corporate actions, and/or
to engage in other beneficial transactions.
25. Before
the filing of this Petition, all of the currently serving directors of the Company provided written confirmation of the facts and statements
set forth in, and their support for the filing of, this Petition.
26. The
Company believes that consideration of any factors or considerations the Court deems just and equitable will support the determination
to grant the requested relief. See 8 Del. C. § 205(d)(5).
27. The
Court is empowered, and has previously found it appropriate, under Section 205 to promptly grant the relief sought by this petition.
28. KULR
does not have an adequate remedy at law.
WHEREFORE, Petitioner
respectfully requests that this Court enter an order as follows:
| A. | Validating
and declaring effective the Defective Corporate Acts; |
| B. | Validating
and declaring effective the shares of Common Stock and Series A Preferred Stock authorized
and issued pursuant to the Defective Corporate Acts; |
| C. | Ordering
the Secretary of State to accept the Certificate of Validation, in the form of Exhibit F,
with respect to the COD, making the changes required to give effect to the COD, the Series A
Designation, and the Series A Issuances, as reflected in the redline attached hereto
as Exhibit G, as a result of which (i) the COD shall be deemed to have been filed
in the form attached to such Certificate of Validation; (ii) the filing of the COD,
the Series A Designation, and the Series A Issuances shall not be deemed void or
voidable as a result of the technical defects and issues described herein; and (iii) such
effect shall be retroactive to June 6, 2017 at 2:43 p.m. Eastern Time; and |
| D. | Granting
such other and further relief as the Court deems proper. |
| |
GREENBERG
TRAURIG, LLP |
Dated:
October 23, 2026 |
|
| |
|
| |
/s/
Sarah R. Martin |
| |
Sarah
R. Martin (ID No. 5230)
Trevor
T. Nielsen (ID No. 6688)
222
Delaware Avenue, Suite 1600
Wilmington,
Delaware 19801
(302)
661-7000
Sarah.Martin@gtlaw.com
Trevor.Nielsen@gtlaw.com
Attorneys
for Petitioner KULR Technology Group, Inc. |
Exhibit A
Name Change Amendment
[Attached]
Exhibit B
Authorized Common
Amendment
[Attached]
Exhibit C
Certificate of Designation
filed on June 6, 2017
[Attached]
Exhibit D
Letter Agreement
dated May 13, 2026
[Attached]
Exhibit E
Reverse Split Amendment
[Attached]
Exhibit F
Certificate of Validation
[Attached]
Exhibit G
Redline
[Attached]
