SEC Comment Letter for KULR Technology Group, Inc. (KULR) (CIK 0001662684) (KULR) — Sep 9, 2016
KULR Technology Group, Inc. (KULR) (CIK 0001662684)
Date: Sept. 9, 2016 · CIK: 0001662684 · Accession: 0000000000-16-092204
AI Filing Summary & Sentiment
File numbers found in text: 333-212272
Referenced dates: July 14, 2016
Letter
Mail Stop 4631 September 9, 2016 Via E -mail Michael Mo Chief Executive Officer KT High -Tech Marketing Inc. 14440 Big Basin Way, #12 Saratoga, California 95070
Re: KT High -Tech Marketing Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed August 30, 2016 File No. 333-212272
Dear Mr. Mo :
We have reviewed your amended registration statement and have the following comments . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circums tances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unle ss we note otherwise , our references to prior comments are to comments in our July 14, 2016 letter .
Description of Securities, page 14
Common Stock, page 14
1. Please revise to make clear the amount of shares of common stock being offered by the company and the amount of shares of common stock being offered by the selling security holders.
Selling Shareholders, page 26
2. We note your response to co mment four of our letter dated July 14, 2016. Please revise this section to disclose any position, office, or other material relationship that any selling security
Michael Mo KT High -Tech Marketing Inc. September 9, 2016 Page 2
holder has had within the past three years with you or any of your predecessors or affiliates. Refer to Item 507 of Regulation S -K.
3. It does not appear that Mr. Michael Mo is selling any shares in this offering. Please remove him from the selling shareholders table.
Exhibits, page 57
Exhibit 5.1, page 57
4. We note your response to comment 8 of our letter dated July 14, 2016. We also note that your opinion references 11,600,000 shares of common stock and your registration statement is only registering 3,000,000 shares offered by the company and 800,000 share s offered by the selling security holders. Please provide an opinion that addresses the legality of the shares of common stock offered by the company and the selling security holders.
Please contact Asia Timmons -Pierce, Staff Attorney, at (202) 551 -3754 or me at (202) 551-3397 with any questions.
Sincerely,
/s/ Jay Ingram
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Mail Stop 4631 September 9, 2016 Via E -mail Michael Mo Chief Executive Officer KT High -Tech Marketing Inc. 14440 Big Basin Way, #12 Saratoga, California 95070 Re: KT High -Tech Marketing Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed August 30, 2016 File No. 333-212272 Dear Mr. Mo : We have reviewed your amended registration statement and have the following comments . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circums tances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unle ss we note otherwise , our references to prior comments are to comments in our July 14, 2016 letter . Description of Securities, page 14 Common Stock, page 14 1. Please revise to make clear the amount of shares of common stock being offered by the company and the amount of shares of common stock being offered by the selling security holders. Selling Shareholders, page 26 2. We note your response to co mment four of our letter dated July 14, 2016. Please revise this section to disclose any position, office, or other material relationship that any selling security Michael Mo KT High -Tech Marketing Inc. September 9, 2016 Page 2 holder has had within the past three years with you or any of your predecessors or affiliates. Refer to Item 507 of Regulation S -K. 3. It does not appear that Mr. Michael Mo is selling any shares in this offering. Please remove him from the selling shareholders table. Exhibits, page 57 Exhibit 5.1, page 57 4. We note your response to comment 8 of our letter dated July 14, 2016. We also note that your opinion references 11,600,000 shares of common stock and your registration statement is only registering 3,000,000 shares offered by the company and 800,000 share s offered by the selling security holders. Please provide an opinion that addresses the legality of the shares of common stock offered by the company and the selling security holders. Please contact Asia Timmons -Pierce, Staff Attorney, at (202) 551 -3754 or me at (202) 551-3397 with any questions. Sincerely, /s/ Jay Ingram Jay Ingram Legal Branch Chief Office of Manufacturing and Construction