KULR (NYSE: KULR) trims board, adds AI and pricing experts
Rhea-AI Filing Summary
KULR Technology Group, Inc. reported a major board restructuring and adoption of amended and restated by-laws. A holder of a majority of KULR’s voting stock removed four directors and elected Benjamin Andrew Frank and Dr. Michael Philip Kimel to the board, effective immediately.
The company has streamlined its board to three members, including two majority independent directors, as part of an effort to reduce SG&A expenses in 2026 and improve operating efficiency. KULR is also appointing a Special Advisor to lead an Operating Discipline Framework focused on pricing discipline, capital allocation, cost controls, and operating cadence.
Frank, a Director of Workforce AI Solution Engineering at Microsoft since 2013, brings applied AI and enterprise technology experience, while Kimel, Founder and CEO of Pricimetrics since 2019, adds more than 30 years of pricing and profitability expertise.
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Insights
KULR tightens governance focus with a smaller board and cost discipline push.
KULR Technology Group has replaced four directors with two new appointees, shrinking its board to three members, including two majority independent directors. The change was driven by a majority voting stockholder acting by written consent, which can accelerate strategic realignment without a formal meeting.
The company explicitly ties the leaner board structure to reducing SG&A in 2026 and improving operating efficiency. Adding a Microsoft AI solutions leader and a veteran pricing CEO aligns with KULR’s emphasis on scaling commercial execution, pricing discipline, and margin improvement across defense, aerospace, and AI-related battery markets.
A new Special Advisor will lead an Operating Discipline Framework covering pricing, capital allocation, cost controls, and operating cadence. Future disclosures in periodic reports will clarify how these governance and advisory changes translate into realized margin gains and cash flow improvements.
8-K Event Classification
Key Figures
Key Terms
consent in lieu of a stockholder meeting regulatory
Amended and Restated By-laws regulatory
Regulation FD regulatory
forward-looking statements regulatory
Operating Discipline Framework financial
emerging growth company regulatory
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 28, 2026, the holder of a majority of the outstanding aggregate voting stock of KULR Technology Group, Inc. (the “Company” or “KULR”), acting by consent in lieu of a stockholder meeting under Section 228 of the General Corporation Law of the State of Delaware (the “DGCL”), voted to (i) remove Dr. Joanna Massey, Donna Grier, Aron Schwartz, and Shawn Canter from the board of directors of the Company effective immediately and (ii) elect Benjamin Andrew Frank and Dr. Michael Philip Kimel as members of the board of directors of the Company to serve until the next annual meeting of stockholders of the Company or until their successors have been duly elected and qualified, effective immediately (collectively, the “Action”).
Benjamin Andrew Frank, age 56, has served as Director of Workforce AI Solution Engineering of Microsoft Corporation since August 2013. Mr. Frank is responsible for leading pre-sales technical teams supporting large enterprise customers deploying AI-driven platforms, with a focus on asset-intensive industries, including energy. Mr. Frank’s role has evolved across the Modern Workforce technologies and industry segments he supports during his tenure at Microsoft, while maintaining the same leadership title and scope of responsibility. Mr. Frank holds a Bachelor of Science degree in Mechanical Engineering from the University of California, Santa Barbara.
Dr. Michael Philip Kimel, age 56, has served as Founder and Chief Executive Officer of Pricimetrics, Inc., a pricing and analytics firm, since July 2019. Dr. Kimel is responsible for overseeing the Company’s strategic direction, pricing and analytics solutions, and financial performance initiatives. Previously, Dr. Kimel served as Senior Vice President of Pricing and Analytics at OmniSource United from 2018 to 2019. Prior to that, he served as Senior Director of Pricing and Market Analytics at Toyo Tire Holdings of Americas Inc. from 2014 to 2018. Earlier in his career, Dr. Kimel held various pricing, analytics, and strategy roles, including positions at Sears Holdings Corporation, FirstEnergy Corporation, and Alltel Communications. Dr. Kimel holds a Ph.D. in Economics from the University of California, Los Angeles.
There are no arrangements or understandings between Mr. Frank or Dr. Kimel, respectively, and any other person pursuant to which he was elected as a director. There are no family relationships between Mr. Frank or Dr. Kimel, respectively, and any director or executive officer of the Company, and he has no material, direct or indirect, interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In addition, the Action authorized the amendment and restatement in their entirety of the by-laws of the Company, effective immediately (as adopted, the “Amended and Restated By-laws”).
A copy of the Amended and Restated By-laws is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
On April 28, 2026, the Company issued a press release announcing the Action. A copy of the press release is furnished herewith as Exhibit 99.1.
By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD. The Company uses, and will continue to use, its website, press releases, and various social media channels, including its Twitter account (twitter.com/kulrtech), its LinkedIn account (linkedin.com/company/kulr-technology-corporation), its Facebook account (facebook.com/KULRTechnology), its TikTok account (tiktok.com/Kulr_tech), its Instagram account (instagram.com/Kulr_tech), and its YouTube account (youtube.com/channel/UC3wZBPINQd51N6p35Mo5uQg), as additional means of disclosing public information to investors, the media and others interested in the Company. It is possible that certain information that the Company posts on its website, disseminated in press releases and on social media could be deemed to be material information, and the Company encourages investors, the media and others interested in the Company to review the business and financial information that the Company posts on its website, disseminates in press releases and on the social media channels identified above, as such information could be deemed to be material information.
The information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward Looking Statements
This Current Report on Form 8-K and the press release furnished as Exhibit 99.1 hereto contain “forward-looking” statements. Such statements can be identified by, among other things, the use of forward-looking language such as the words “believe,” “goal,” “may,” “will,” “intend,” “expect,” “anticipate,” “estimate,” “project,” “would,” “could” or words with similar meaning or the negatives of these terms or by the discussion of strategy or intentions. The forward-looking statements in this current report and the press release include express or implied statements regarding the Action, among others. Such forward-looking statements are subject to a number of risks and uncertainties that could cause KULR’s actual results to differ materially from those discussed here, such as risks inherent with manufacturing and commercializing battery products, along with those other risk factors detailed in KULR’s filings with the Securities and Exchange Commission. These forward-looking statements involve assumptions, estimates, and uncertainties that reflect current internal projections, expectations or beliefs. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. All forward-looking statements contained in this Current Report on Form 8-K and in the press release furnished as Exhibit 99.1 hereto are qualified in their entirety by these cautionary statements and the risk factors described above. Furthermore, all such statements are made as of the date of this Current Report on Form 8-K and KULR assumes no obligation to update or revise these statements unless otherwise required by law.
| Item 9.01 | Exhibits |
| Exhibit No. |
Description | |
| 3.1 | Amended and Restated By-laws of KULR Technology Group, Inc. | |
| 99.1 | Press Release dated April 28, 2026 | |
| 104 | Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
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.
| KULR TECHNOLOGY GROUP, INC. | ||
| Date: April 28, 2026 | By: | /s/ Michael Mo |
| Michael Mo | ||
| Chief Executive Officer | ||
Exhibit 99.1
KULR Welcomes Microsoft Director and Pricing Optimization Specialist to Board of Directors
HOUSTON / GLOBENEWSWIRE / April 28, 2026 / KULR Technology Group, Inc. (NYSE American: KULR) (the "Company" or "KULR"), an energy-systems platform company that enables the safe, certifiable deployment of ultra-high-power lithium battery systems for space and defense programs, hyperscale AI data centers, and telecom infrastructure OEMs, today announced the appointments of Microsoft director Mr. Ben Frank and pricing and profit optimization specialist Dr. Mike Kimel to its Board of Directors effective immediately. In connection with these appointments, KULR has streamlined its Board to three members, including two majority independent directors, as part of the Company’s ongoing focus to reduce selling, general and administrative (SG&A) expenses in 2026 and drive greater operating efficiency.
Mr. Frank is a technology and enterprise solutions director with extensive experience in applied artificial intelligence, enterprise technology commercialization, and energy-adjacent digital transformation. He currently serves as Director of Workforce AI Solution Engineering at Microsoft (NASDAQ: MSFT), where he leads pre-sales technical teams supporting large enterprise customers deploying AI-driven platforms within Microsoft’s Energy & Resources organization. His background includes advising executive leadership on go-to-market strategy, execution risk, and the application of AI to complex, asset-intensive industries, including energy and industrial sectors. Mr. Frank brings a blend of technical leadership, enterprise sales experience, and hands-on application of artificial intelligence to support growth, operational efficiency, and commercialization. He holds a Bachelor of Science in Mechanical Engineering from the University of California, Santa Barbara.
Dr. Kimel is a pricing and profitability expert with more than 30 years of experience as a corporate executive, consultant, and academic, often serving in all three roles simultaneously. He has advised organizations ranging from Fortune 500 companies to early-stage startups, with particular expertise in complex industrial sectors including aerospace, defense, and manufacturing. He is the Founder and CEO of Pricimetrics, Inc., a pricing and analytics firm focused on improving margin performance, revenue quality, and strategic decision-making. Earlier in his career, he held senior pricing and analytics leadership roles at companies including OmniSource, Toyo Tires, and Sears Holdings. Dr. Kimel holds a Ph.D. in Economics from the University of California, Los Angeles.
Michael Mo, Co-Founder and Chief Executive Officer of KULR Technology Group, commented, “Mr. Frank and Dr. Kimel bring expertise at the intersection of artificial intelligence, enterprise sales, and pricing optimization that will be highly valuable as KULR continues to scale. Their experience helps plug critical gaps needed for deeper commercial, pricing, and operational discipline, and aligns directly with our focus on margin expansion, disciplined growth, and more efficient execution.”
The Company is also appointing a Special Advisor to lead implementation of its new Operating Discipline Framework, focused on pricing discipline, capital allocation, cost controls, and operating cadence. A CFA charterholder and CPA with deep FP&A experience across manufacturing, agriculture, financial services, and technology, the Special Advisor will work with leadership to improve margins, strengthen cash flow, and convert growth into durable profitability.
The Board restructuring and new appointments underscore KULR’s continued shift toward disciplined capital allocation, cost management, and scalable growth, as the Company prioritizes investment in its core battery platform and key end markets, including defense, aerospace, and AI-driven infrastructure.
About KULR Technology Group, Inc.
KULR Technology Group, Inc. (NYSE American: KULR) is an energy-systems platform company delivering certifiable battery safety, vibration-mitigation, and thermal control solutions that enable ultra-high-power lithium-ion systems and sensitive electronics to operate reliably across space and defense missions, hyperscale AI data centers, telecom infrastructure, and mobility applications. Learn more at KULR.ai.
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Safe Harbor Statement
This release contains certain forward-looking statements based on our current expectations, intentions and assumptions that involve risks and uncertainties. Forward-looking statements in this release are based on information available to us as of the date hereof. Our actual results may differ materially from those stated or implied in such forward-looking statements, due to risks and uncertainties associated with our business, which include the risk factors disclosed in our Form 10-K filed with the Securities and Exchange Commission on March 31, 2026, as may be amended or supplemented by other reports we file with the Securities and Exchange Commission from time to time. Forward-looking statements include statements regarding our expectations, beliefs, intentions, or strategies regarding the future and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” and “would” or similar words. All such forward-looking statements that are provided by management in this release are based on information available at this time, and management expects that internal expectations may change over time. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Except as otherwise required by applicable law, we assume no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.