KULR Technology Group, Inc. filed a verified petition with the Court of Chancery of the State of Delaware on October 23, 2026, pursuant to Section 205 of the Delaware General Corporation Law. The company is seeking validation of specific corporate acts and the status of its outstanding shares of common stock and Series A Voting Preferred Stock. The filing addresses technical deficiencies in the authorization of these corporate actions that the company states prevent it from ratifying the acts under standard corporate procedures.
The company was incorporated on December 11, 2015, under the name Grant Hill Acquisition Corporation. It states that it has two types of outstanding stock: common stock listed on the NYSE American and a single series of high-vote preferred stock held solely by its chief executive officer, Michael Mo. The filing identifies several defective corporate acts, including a 2016 name change amendment and a 2018 amendment increasing authorized common stock from 100 million to 500 million shares, which the company claims were not approved by stockholders in the manner required by Delaware law.
The petition details the history of the Series A Preferred Stock, which was designated in 2017. The company states that the Board approved the designation and subsequent issuances of shares to the CEO, with the intent that the shares be a tool to protect against third-party takeover actions. The company notes that the Series A Preferred Stock provides 100 votes per share but no right to dividends or distributions in a liquidation. The filing indicates that the company issued 730,000 shares of Series A Preferred Stock to the CEO on January 26, 2024, and an additional 270,000 shares on January 16, 2025.
The company states that the CEO’s voting power was approximately 45% following the 2024 issuance and approximately 33% following the 2025 issuance, as disclosed in Schedule 13D filings. The company asserts that the Board and the CEO understood the shares were subject to acquisition by the company for little or no payment under specified circumstances, a condition memorialized in a Letter Agreement dated May 13, 2026. The filing concludes that validation is critical to the company’s Board composition and capitalization, though it cautions that no assurance can be given that the Court will grant the requested relief.
