Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 2, 2021, the Board of Directors (the "Board") of KULR Technology Group,
Inc., a Delaware corporation (the "Company"), appointed Morio Kurosaki as a
director on the Board, to hold office until the earlier of the expiration of the
term of office of the director whom she has replaced, a successor is duly
elected and qualified, or the earlier of such director's death, resignation,
disqualification, or removal. Mr. Kurosaki's appointment is contingent upon the
Company's common stock being approved for uplisting to a national exchange.
Furthermore, Mr. Kurosaki will receive quarterly cash compensation equal to
$10,000 and was granted 20,000 shares of restricted common stock, which shares
shall vest quarterly in 5,000 share installments with the first installment
vesting immediately upon approval for uplisting to a national exchange.
Mr. Kurosaki, 65, is an experienced venture capital veteran, is the founder and
President of IT-Farm Corporation in Japan, led early investments in notable
companies such as Zoom Video Communications (Nasdaq: ZM); ContextLogic (Nasdaq:
WISH); Treasure Data, acquired by ARM Holdings (Nasdaq: NVDA); Tubi, acquired by
Fox Corporation (Nasdaq: FOX); Red Hot Labs, acquired by Google (Nasdaq: GOOGL);
lvl5, acquired by DoorDash (NYSE: DASH); Accel Technology, acquired by Marvell
Technology Group (Nasdaq: MRVL), and Extreme DA, acquired by Synopsis (Nasdaq:
SNPS). Mr. Kurosaki has also served as Asia-Pacific advisory member of ARM
Holdings, acquired by SoftBank Group Corporation (OTCMKTS: SFTBY). Mr. Kurosaki
started his business career at Intel Japan, thereafter joining Western Digital
Corporation (Nasdaq: WDC) as one of the earliest members of WDC's Japanese
division. In 1988, he founded Aisys Corporation, a firm helping Silicon Valley
start-ups gain exposure to the Japanese markets. In 1999, he founded IT-Farm
Corporation as one of a few hands-on style venture capital firms in Japan. Mr.
Kurosaki is based in Japan and has international experience working with
partners in Japan and in the Asia-Pacific region. Mr. Kurosaki will serve as
Chair of the Audit Committee, and will serve as a member on the Compensation
Committee and Nominating and Governance Committee.
No arrangement or understanding exists between Mr. Kurosaki and any other
persons pursuant to which she was elected as a director of the Company. Mr.
Kurosaki has not engaged in any transaction, since January 1, 2020, or any
currently proposed transaction, in which the Company was or is to be a
participant and the amount involved exceeds $120,000, and in which any related
person had or will have a direct or indirect material interest.
Item 7.01 Regulation FD Disclosure
The Company issued a press release on March 2, 2021, announcing the appointment
Mr. Kurosaki. A copy of this press release is furnished as Exhibit 99.1.
The Company is furnishing the information under this item, including Exhibit
99.1, pursuant to Item 7.01, "Regulation FD Disclosure."
Item 9.01 Exhibits
Exhibit No. Description
99.1 Press Release dated March 2, 2021
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