KULR Technology Group, Inc. 8-K

What Happened

• KULR Technology Group, Inc. filed an 8‑K reporting that, on April 28, 2026, the holder of a majority of the outstanding voting stock, acting by written consent under Section 228 of the Delaware General Corporation Law, removed four directors and immediately elected two new directors. Dr. Joanna Massey, Donna Grier, Aron Schwartz, and Shawn Canter were removed. Benjamin Andrew Frank and Dr. Michael Philip Kimel were elected to the board and will serve until the next annual meeting or until their successors are elected. The company also adopted an amended and restated set of bylaws effective immediately.

Key Details

• Date of action: April 28, 2026 (effective immediately).
• Directors removed: Dr. Joanna Massey, Donna Grier, Aron Schwartz, Shawn Canter.
• Directors added: Benjamin Andrew Frank (age 56; Director of Workforce AI Solution Engineering, Microsoft since Aug 2013; B.S. Mechanical Engineering, UC Santa Barbara) and Dr. Michael Philip Kimel (age 56; Founder & CEO of Pricimetrics since July 2019; Ph.D. in Economics, UCLA).
• Governance changes: Amended and restated bylaws adopted effective immediately (filed as Exhibit 3.1); a press release was furnished as Exhibit 99.1.
• Disclosures: The filing states there are no arrangements, family relationships, or reportable related-party transactions involving the two new directors per Item 404 of Regulation S‑K.

Why It Matters

• A majority-holder driven board replacement and immediate bylaw restatement are material governance changes that can affect company strategy, oversight and investor relations. The new directors bring enterprise AI and pricing/analytics experience, which may signal areas of focus for the board. Investors should review the amended bylaws and the company’s press release for details on governance changes and monitor further disclosures from KULR about strategic or management shifts.