EXHIBIT 4.1


 


DESCRIPTION OF CAPITAL STOCK


 


The following summarizes the material terms
of the capital stock of KULR Technology Group, Inc. (“KULR,” “our Company,” “we” or “us”).
KULR is a corporation incorporated under the laws of the State of Delaware, and accordingly its internal corporate affairs are
governed by Delaware law and by its certificate of incorporation, as amended (our “certificate of incorporation”) and
its by-laws, which are filed as exhibits to our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission
and available at www.sec.gov. The following summary is qualified in its entirety by reference to the applicable provisions
of Delaware law and our certificate of incorporation and by-laws, which are subject to future amendment in accordance with the
provisions thereof. Our common stock is the only class of our securities registered under Section 12 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).


 


Authorized Capital Stock


 


Our authorized capital stock consists of
500,000,000 shares of common stock, par value $0.0001 per share, and 20,000,000 shares of preferred stock, par value $0.0001 per
share. The number of shares of our common stock issued and outstanding as of a recent date is set forth on the cover page of our
most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission. As of the same date, we had preferred
stock designated as follows: 1,000,000 shares designated as Series A Preferred Stock (of which none were outstanding), 31,000 shares
designated as Series B Convertible Preferred Stock (of which 14,487 shares were outstanding) and 400 shares designated as Series
C Convertible Preferred Stock (of which 24.01 shares were outstanding).


 


Common Stock


 


Voting Rights. Each holder
of our common stock is entitled to one vote per share on all matters on which stockholders are generally entitled to vote. Our
certificate of incorporation does not provide for cumulative voting in the election of directors.


 


Dividends.  Subject to the
preferential rights, if any, of the holders of any outstanding series of our preferred stock, holders of shares of our common stock
are entitled to receive dividends out of any of our funds legally available when, as and if declared by our Board of Directors
(our “Board”). The timing, declaration, amount and payment of future dividends depend upon our financial condition,
earnings, capital requirements and debt service obligations, as well as legal requirements, regulatory constraints, industry practice
and other factors that our Board deems relevant.


 


Liquidation.  If we liquidate,
dissolve or wind up our affairs, holders of our common stock will be entitled to share proportionately in our assets available
for distribution to stockholders, subject to the preferential liquidation rights, if any, of the holders of any outstanding series
of our preferred stock.


 


Other Rights.  The holders
of our common stock have no preemptive rights and no rights to convert their common stock into any other securities, and our common
stock is not subject to any redemption or sinking fund provisions.


 


Preferred Stock


 


Under our certificate of incorporation
and subject to the limitations prescribed by law, our Board, without stockholder approval, may issue our preferred stock in one
or more series, and may establish from time to time the number of shares to be included in such series and may fix the designation,
powers, privileges, preferences and relative participating, optional or other rights, if any, of the shares of each such series
and any qualifications, limitations or restrictions thereof.


 


When and if we issue additional shares
of preferred stock, we will establish the applicable preemptive rights, dividend rights, voting rights, conversion privileges,
redemption rights, sinking fund rights, rights upon voluntary or involuntary liquidation, dissolution or winding up and any other
relative rights, preferences and limitations for the particular preferred stock series.


 






     

     


    

 


Anti-Takeover Effects of Provisions
of Delaware Law, Our Certificate of incorporation and By-laws


 


Delaware statutory law and our certificate
of incorporation and by-laws contain provisions that could make acquisition of our Company by means of a tender offer, a proxy
contest or otherwise more difficult. These provisions are intended to discourage certain types of coercive takeover practices and
takeover bids that our Board may consider inadequate and to encourage persons seeking to acquire control of us to first negotiate
with our Board. We believe that the benefits of increased protection of our ability to negotiate with the proponent of an unfriendly
or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals
because, among other things, negotiation of these proposals could result in an improvement of their terms. The description of our
certificate of incorporation and by-laws set forth below is only a summary and is qualified in its entirety by reference to our
certificate of incorporation and by-laws, which have been filed as exhibits to our most recent Annual Report on Form 10-K.


 


Blank Check Preferred Stock.  Our
certificate of incorporation permits us to issue, without any further vote or action by the stockholders, up to 20,000,000 shares
of preferred stock in one or more series and, with respect to each such series, to fix the number of shares constituting the series
and the designation of the series, the voting powers (if any) of the shares of the series, and the preferences and relative, participating,
optional and other rights, if any, and any qualifications, limitations or restrictions, of the shares of such series. The ability
to issue such preferred stock could discourage potential acquisition proposals and could delay or prevent a change in control.


 


Number of Directors; Filling Vacancies;
Removal.  Our certificate of incorporation and by-laws provide that the Board will consist of not less than one member,
with the exact number of directors to be fixed exclusively by the Board. In addition, our certificate of incorporation and by-laws
provide that a board vacancy resulting from the death, resignation, disqualification or removal of a director or other cause, as
well as a vacancy resulting from an increase in the number of directors, may be filled solely by the affirmative vote of a majority
of the remaining directors then in office even though that may be less than a quorum of the Board.


 


Special Meetings.  Our
certificate of incorporation and by-laws provide that special meetings of the stockholders may only be called by our Board, certain
officers of our Company or two-thirds or more in amount, of each class or series of the capital stock of our Company entitled to
vote at such meeting on the matters that are the subject of the proposed meeting. These provisions may make it more difficult for
stockholders to take an action opposed by our Board.


 


Section 203 of the Delaware General
Corporation Law.  Section 203 of the DGCL provides that, subject to certain specified exceptions, a corporation
will not engage in any “business combination” with any “interested stockholder” for a three-year period
following the time that such stockholder becomes an interested stockholder unless (1) before that time, the board of directors
of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested
stockholder, (2) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder,
the interested stockholder owned at least 85 percent of the voting stock of the corporation outstanding at the time the transaction
commenced (excluding certain shares) or (3) on or after such time, both the board of directors of the corporation and at least
662/3 percent of the outstanding voting stock which is not owned by the interested stockholder approves
the business combination. Section 203 of the DGCL generally defines an "interested stockholder" to include (x) any
person that owns 15 percent or more of the outstanding voting stock of the corporation, or is an affiliate or associate of
the corporation and owned 15 percent or more of the outstanding voting stock of the corporation at any time within three years
immediately prior to the relevant date and (y) the affiliates and associates of any such person.


 


Section 203 of the DGCL generally
defines a "business combination" to include (1) mergers and sales or other dispositions of 10 percent or more
of the corporation's assets with or to an interested stockholder, (2) certain transactions resulting in the issuance or transfer
to the interested stockholder of any stock of the corporation or its subsidiaries, (3) certain transactions which would increase
the proportionate share of the stock of the corporation or its subsidiaries owned by the interested stockholder and (4) receipt
by the interested stockholder of the benefit (except proportionately as a stockholder) of any loans, advances, guarantees, pledges,
or other financial benefits.


 


Under certain circumstances, Section 203
of the DGCL makes it more difficult for a person who would be an “interested stockholder” to effect various business
combinations with a corporation for a three-year period, although the certificate of incorporation or stockholder-adopted by-laws
may exclude a corporation from the restrictions imposed under Section 203. Neither our certificate of incorporation nor our
by-laws exclude our Company from the restrictions imposed under Section 203 of the DGCL. We anticipate that Section 203
may encourage companies interested in acquiring our Company to negotiate in advance with our Board since the statute’s supermajority
stockholder approval requirement would not be applicable if our Board approves, prior to the time the stockholder becomes an interested
stockholder, either the business combination or the transaction which results in the stockholder becoming an interested stockholder.


 






     

     


    

 


Transfer Agent and Registrar


 


The transfer agent and registrar for our
common stock is VStock Transfer LLC.


 


Market Information


 


Our common stock is quoted on the OTCQB
tier of the OTC Markets Group, Inc. under the symbol “KULR.”