Material Agreement Form 8 K

On July 3, 2024, KULR Technology Group, Inc. (the "Company") entered into an At The Market Offering Agreement (the "Sales Agreement") with Craig-Hallum Capital Group LLC (the "Agent"), under which the Company may, from time to time, sell shares of the Company's common stock having an aggregate offering price of up to $20.0 million in "at the market" offerings through or to the Agent, as sales agent or principal. Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agent. The Agent will receive a commission from the Company of 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement.

The Company is not obligated to sell, and the Agent is not obligated to buy or sell, any shares of common stock under the Sales Agreement. No assurance can be given that the Company will sell any shares of common stock under the Sales Agreement, or, if it does, as to the price or amount of shares of common stock that it sells or the dates when such sales will take place. The Company and the Agent may each terminate the Sales Agreement at any time upon specified prior written notice.

The shares will be issued pursuant to the Company's registration statement on Form S-3 (File No. 333-257697), previously filed with the Securities and Exchange Commission (the "Commission") on July 6, 2021 and declared effective by the Commission on July 13, 2021, and related prospectus supplement filed with the Commission on July 3, 2024.

The foregoing description of the terms of the Sales Agreement is a summary, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed 10.1 to this Current Report and incorporated herein by reference.

A copy of the opinion of Sichenzia Ross Ference Carmel LLP, relating to the validity of the shares of common stock that may be sold pursuant to the Sales Agreement is also filed herewith as Exhibit 5.1.