UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [ ] to [ ]

Commission file number 001-40454

KULR TECHNOLOGY GROUP, INC.

(Name of small business issuer in its charter)

Delaware		81-1004273
(State or other jurisdiction ofincorporation or organization)		(IRS EmployerIdentification Number)

555 Forge River Road, Webster, Texas

(Address of Principal Executive Offices)

Issuer’s telephone number: (408) 663-5247


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	TradingSymbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	KULR	NYSE American LLC
Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if registrant is a well-known seasoned issuer, as defined under Rule 405 of the Securities Act. Yes ☒☐ No ☐☒

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of June 30, ~~2024~~2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of common stock held by non-affiliates of the registrant was $66260,~~136~~648,~~722~~095 based on the closing price of $07.4013 as of that date.

As of March 27, ~~2025~~2026, there were ~~284~~46,~~389~~239,~~637~~034 shares of the issuer’s common stock, par value $0.0001 per share, issued and outstanding.

Documents incorporated by reference: None.

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KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2024~~2025

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		Page
Part I
Item 1	Business	34
Item 1A	Risk Factors	2210
Item 1B	Unresolved Staff Comments	4025
Item 1C	Cybersecurity	4025
Item 2	Properties	4126
Item 3	Legal Proceedings	4126
Item 4	Mine Safety Disclosures	4126
Part II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4227
Item 6	[Reserved]	4227
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operation	4227
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	4837
Item 8	Financial Statements and Supplementary Data	4837
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4837
Item 9A	Controls and Procedures	4837
Item 9B	Other Information	4938
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	4938
Part III
Item 10	Directors, Executive Officers and Corporate Governance	5039
Item 11	Executive Compensation	5343
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	5545
Item 13	Certain Relationships and Related Transactions, and Director Independence	5647
Item 14	Principal Accountant Fees and Services	5647
Part IV
Item 15	Exhibits and Financial Statement Schedules	5848
Item 16	Form 10-K Summary	6149
Signatures		6150

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EXPLANATORY NOTE

On June 23, 2025, the Company effected a reverse stock split (the “Reverse Stock Split”) of its shares of common stock, par value $0.0001 per share, (“Common Stock”), on the basis of one post-Reverse Stock Split share of Common Stock for every eight pre-Reverse Stock Split shares of Common Stock issued and outstanding, with any fractional shares resulting from the Reverse Stock Split rounded up to the nearest whole share. All references to share and per share amounts (excluding authorized shares), as well as option and warrant amounts and exercise prices, including the condensed consolidated financial statements and accompanying notes, have also been restated to give retroactive effect to the Reverse Stock Split.

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In this report, unless the context indicates otherwise, the terms “Company,” “we,” “us,” “our” and similar words refer to KULR Technology Group, Inc. (“KULR”), a Delaware corporation, and its wholly-owned subsidiary, KULR Technology Corporation (“KTC”), a Delaware corporation.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the “Securities Act,” and Section 21E of the Securities Exchange Act of 1934 or the “Exchange Act.” These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or anticipated results.

In some cases, you can identify forward-looking statements by terms such as “may,” “intend,” “might,” “will,” “should,” “could,” “would,” “expect,” “believe,” “anticipate,” “estimate,” “predict,” “potential,” or the negative of these terms. These terms and similar expressions are intended to identify forward-looking statements. The forward-looking statements in this report are based upon management’s current expectations and beliefs, which management believes are reasonable. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor or combination of factors, or factors we are aware of, may cause actual results to differ materially from those contained in any forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements. These statements represent our estimates and assumptions only as of the date of this report. Except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including:

● new competitors are likely to emerge, and new technologies may further increase competition;

● our operating costs may increase beyond our current expectations, and we may be unable to fully implement our current business plan;

●

our ability to obtain future financing or funds when needed;

●

our ability to implement our bitcoin treasury strategy;

●

risks related to bitcoin price volatility, regulatory uncertainty surrounding digital assets, and the security and custody of our bitcoin holdings;

●

our ability to successfully obtain and maintain a diverse customer base;

●

customer and revenue concentration risks;

●

our ability to protect our intellectual property through patents, trademarks, copyrights and confidentiality agreements;

●

our ability to attract and retain a qualified employee base;

●

our ability to respond to new developments in technology and new applications of existing technology before our competitors;

● acquisitions, business combinations, strategic partnerships, divestures, and other significant transactions may involve additional uncertainties; ~~and~~

●

supply chain disruptions, increased tariffs, trade restrictions, and geopolitical instability;

●

our ability to scale manufacturing operations to meet customer demand; and

●

our ability to maintain and execute a successful business strategy.

Other risks and uncertainties include such factors, among others, as market acceptance and market demand for our products and services, pricing, the changing regulatory environment, the effect of our accounting policies, potential seasonality, industry trends, adequacy of our financial resources to execute our business plan, our ability to attract, retain and motivate key technical, marketing and management personnel, and other risks described from time to time in periodic and current reports we file with the United States Securities and Exchange Commission, or the “SEC.” You should consider carefully the statements under “Item 1A. Risk Factors” and other sections of this report, which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements and could materially and adversely affect our business, operating results and financial condition. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements.2

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This annual report on Form 10-K includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe these industry publications and third-party research, surveys and studies are reliable, we have not independently verified such data.

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PART I

ITEM 1. BUSINESS

Overview ~~and Market Opportunities~~

~~KULR~~Overview ~~Technology Group, Inc., through our wholly owned subsidiary~~ KULR ~~Technology~~designs ~~Corporation,~~and ~~maintains~~builds ~~expertise~~advanced inbattery ~~three key technology domain areas: (1) energy storage~~ systems ~~and~~for ~~recycling,~~autonomous ~~(2) thermal management solutions~~platforms, ~~and~~digital ~~(3) rotary system vibration reduction. Historically~~infrastructure, ~~KULR,~~e-mobility ~~focused on thermal energy management solutions for space~~ and ~~Department~~Space of– ~~Defense~~sold ~~(DoD)~~as ~~applications,~~a ~~with~~product ~~recent~~or ~~expansion~~delivered ~~into energy storage and vibration reduction markets~~ as ~~the~~service ~~logical next step~~subscription. ~~Combined,~~The ~~this~~Company ~~energy~~addresses ~~management~~two ~~platform~~primary ~~consists~~constraints ofin ~~high-performance~~electrification: thermal management ~~technologies for batteries~~ and ~~electronics,~~safety. ~~AI-powered~~As ~~battery~~energy ~~management~~ and ~~vibration~~power ~~mitigation~~density ~~software~~increase ~~solutions~~across aerospace, ~~and~~autonomous ~~reusable~~machines, ~~energy~~digital ~~storage~~infrastructure ~~modules. Our mission is to advance~~ and ~~apply~~industrial ~~these~~applications, ~~technologies~~managing toheat ~~make~~generation, ~~our~~current ~~world~~density, ~~more sustainable by using less energy; using energy more efficiently; making energy consumption safer~~ and ~~cooler;~~propagation ~~using~~risk ~~less~~becomes ~~materials~~essential to ~~achieve~~system ~~these~~reliability ~~goals;~~ and ~~completing the circular economy through recycling~~survivability.

~~Active~~KULR ~~government~~is ~~initiatives~~establishing ~~propelled~~a byfully ~~industry~~integrated ~~and~~battery ~~regulatory tailwinds are increasing demand for~~ energy storage, ~~battery~~system ~~recycling~~design and ~~clean~~production ~~energy,~~infrastructure ~~resulting~~ in ~~an expanding total addressable market for KULR’s solutions. According to Precedence Research~~Houston, ~~global energy storage systems market is to grow from $210B in 2021 to $435B by 2030~~Texas. ~~Global~~KULR ~~lithium-ion~~brings battery ~~recycling~~pack ~~industry~~design, isprototyping, totesting, ~~grow from $4.6B in 2021 to $22.8B by 2030~~certification, ~~according to Market~~ and ~~Markets~~manufacturing; ~~Research.~~as ~~Additionally,~~well ~~the~~as ~~domain~~battery ~~driving~~management ~~the~~system ~~growth~~software ofand ~~KULR’s~~electronics ~~battery~~ design ~~and production~~ capabilities istogether ~~the~~under ~~private~~one ~~space~~roof. ~~exploration~~This ~~market~~full-stack ~~sector,~~approach ~~which~~enables ~~requires~~faster ~~highly~~development ~~custom,~~cycles ~~safe,~~ and ~~reliable~~rapid ~~energy~~transition ~~storage~~from ~~systems,~~prototype ~~and is expected~~ to ~~reach~~cost-effective ~~$1,110.8B~~volume ~~by 2030 according to CoherentMI~~production. The ~~Company’s~~facility ~~disruptive~~is ~~technologies~~designed ~~strive~~ to ~~fulfill~~build anhigh-power ~~addressable~~and ~~$40~~high-energy ~~billion~~battery ~~thermal~~packs ~~management market (estimated based on market data projections published by Precedence Research stating~~ that ~~the~~require advanced thermal, ~~management~~mechanical, ~~market~~and ~~size~~safety ~~was~~engineering. ~~projected~~With todomestic ~~grow~~supply tochain ~~$40~~alignment ~~billion by 2034). E-aviation growth~~ and ~~continued~~scalable ~~reliance~~production oncapacity, ~~traditional~~KULR ~~aviation~~is ~~vehicles~~positioning ~~drives~~itself anas ~~aircraft~~a ~~maintenance~~leading ~~market~~manufacturer ~~size~~of ~~that~~advanced isbattery ~~expected~~packs tofor ~~reach~~mission-critical ~~$127.2B~~and byhigh-performance ~~2032,~~applications ~~an increase from $82.7B~~ in ~~2023, according to Precedence Research. KULR VIBE,~~ the ~~Company’s~~United ~~rotary system vibration reduction software, positions KULR to access this market area~~States.

AsKULR ~~companies~~VIBE ~~and~~is ~~governments~~a ~~around~~vibration-reduction ~~the~~technology ~~world~~designed ~~pledge~~ to ~~meet~~improve ~~net~~performance ~~zero~~and ~~emissions~~reliability ~~over~~in ~~the~~high-speed ~~next~~and ~~few~~rotor-driven ~~decades,~~systems. ~~KULR~~Derived isfrom ~~uniquely~~vibration ~~positioned~~management tosolutions ~~accelerate~~used ~~the~~in ~~adoption~~defense ofhelicopters ~~clean~~for ~~energy~~over ~~solutions~~20 ~~and~~years, ~~sustainable~~it ~~products~~addresses ~~and~~excess ~~facilitate~~vibration ~~the~~that ~~migration~~reduces toefficiency, aincreases ~~global~~mechanical ~~circular~~wear, ~~economy~~and shortens vehicle lifespan. ~~The~~KULR ~~Company’s~~VIBE ~~goal~~enables ismotors, torotating ~~provide~~assemblies, ~~total~~and ~~battery~~sensitive ~~safety~~electronics ~~solutions~~to ~~for~~operate more ~~efficient~~smoothly ~~battery~~and ~~systems,~~efficiently ~~increased~~across ~~sustainability,~~a ~~and~~range ~~end-~~of~~-life~~ ~~battery management~~applications, ~~making~~including ~~KULR~~helicopters, adrones, ~~key~~performance ~~technology~~vehicles, ~~solutions~~wind ~~provider~~turbines, inand ~~the~~other ~~migration~~electric toand aautonomous ~~global circular economy~~systems.

KULR ~~Engineering~~ONE® ~~Technology Domains~~Platform

~~The~~KULR ~~core~~ONE® ~~engineering~~is ~~domains maintained within~~ the ~~organization~~Company’s ~~to support the aforementioned market opportunities are (1) battery design and analysis~~modular, ~~(2)~~ cell-agnostic ~~and~~ battery ~~testing,~~architecture ~~(3)~~platform. ~~battery~~It ~~production,~~standardizes ~~(4)~~thermal ~~battery~~management, ~~storage~~mechanical ~~& transportation~~containment, ~~(5)~~current ~~advanced~~path ~~thermal solutions~~engineering, and ~~(6)~~propagation ~~rotary~~resistance ~~system~~across ~~vibration~~multiple ~~reduction.~~end ~~The~~markets ~~expertise~~while ~~developed~~allowing ~~within~~configuration-specific ~~these domains drive the product and service portfolio roadmaps~~customization. ~~Diversification of offerings through these roadmaps is a part of the company’s strategy for revenue growth.~~

3Through the KULR ONE® platform, KULR delivers custom, domain-specific battery systems across space, defense, aviation, grid, and subsea applications. In addition to complete battery systems, KULR provides cell screening and characterization, pack-level qualification and abuse testing, battery management system integration, and both low-volume and scalable production capabilities. Through our vertically integrated engineering and manufacturing infrastructure, KULR supports customers from concept development through certification and recurring production. Our focus remains the delivery of safe, high-performance, and scalable energy storage systems engineered for applications where thermal management, current density, and propagation control are critical to operational success.

~~Table~~The KULR ONE® ecosystem consists of ~~Contents~~domain-specific battery platforms and design solutions:

~~Items~~● 1KULR ~~through~~ONE® 4Space ~~reflect~~(K1S) ~~the~~– ~~primary~~Flight-ready ~~technical~~battery ~~domains~~systems ofdesigned to meet the ~~KULR~~extreme ~~engineering~~demands ~~team~~of spacecraft, 5satellites ~~reflects~~and ~~the~~deep ~~legacy~~space ~~technology~~missions. ~~from~~Architectures ~~which~~are ~~KULR~~modular, ~~built~~configurable ~~many~~to ofmeet ~~its~~mission-specific ~~platforms~~electrical, thermal, and 6mechanical ~~represents~~requirements, ~~energy~~including ~~savings~~passive ~~through~~propagation ~~vibration~~resistance, ~~reduction~~and designed to reduce development time, qualification risk and mission cost.

● KULR ONE® Guardian (K1G) – Mission-specific, ruggedized battery systems engineered for military and defense applications. Guardian systems are bespoke battery architectures, engineered to meet stringent military-grade standards and designed to withstand extreme service-specific shock, vibration, thermal and ballistic conditions. Guardian batteries typically integrate KULR’s ~~ONE~~passive ~~Design~~propagation-resistant ~~Solutions~~cell ~~(K1~~architecture, flame arresting thermal materials, and MIL-DScompliant electrical/mechanical design and are fully customizable, enabling rapid adaptation to any Department of War (“DoW”) application.

KULR’s primary technical domains (1 through 4 of the previous figure) that are shaping the future landscape of the Company are in direct relationship with developing safe, high-performance energy storage solutions. To effectively support and provide energy storage solutions, a holistic approach is necessary. Batteries are an interdisciplinary technology which require:

(1) Multi-disciplinary expertise to address related electrical, thermal, mechanical, and electrochemical requirements,

(2) Cell supply access to top-tier OEMs,

(3) Cell level testing capabilities to characterize performance, quality, and safety behavior at the cell level,

(4) Expertise in early concept design, modeling, and analysis,

(5) Rapid prototyping and production capabilities,

(6) Pack level thermal, mechanical, electrical, and abuse testing capabilities,

(7) Battery system-level testing and characterization,

(8) Expertise in battery management, controls, and monitoring,

(9) Ability to support beginning of life to end of life requirements for transport and recycling.

The implementation of a holistic approach resulted in the onboarding and development of a product and service portfolio over the course of the last decade that provides products, safety testing services, modeling and analysis services, electrical testing services, transport and recycling packaging and logistics, and battery design solutions. Collectively, this is referred to as KULR ONE Design Solutions (K1-DS), which is actively leveraged by the Company to facilitate engagement with customers no matter the battery life cycle phase they are in.

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~~Currently,~~● ~~the~~KULR ~~primary~~ONE® ~~aspects~~Air of(K1A) K1– Purpose-DSbuilt ~~utilized~~aviation bybattery ~~industry~~systems ~~are~~engineered ~~product~~for ~~sales~~both ofunmanned ~~trigger~~and ~~cells~~manned ~~and~~platforms, ~~TRS~~including UAS, ~~the~~tactical ~~safety~~drones, ~~testing~~and ~~methodologies~~eVTOL aircraft. K1A architectures focus on low-resistance current paths, controlled interconnect temperatures, and ~~the~~propagation ~~utilization~~risk ofmitigation, ~~the~~enabling K1sustained high-DSdischarge performance while supporting appropriate safety and certification pathways based on platform asclass. aVariations ~~whole~~of K1A are being developed for eVTOL aircraft, designed to ~~develop~~maintain ~~customized~~KULR’s ~~energy~~emphasis ~~storage~~on ~~solutions~~precise current path engineering, lightweight structural elements, and compatibility with aerospace-grade certification pathways without sacrificing safety or thermal stability.

~~Internally,~~● KULR ~~has leveraged K1-DS to develop customization ready KULR~~ ONE® ~~architectures~~Max ~~which~~(K1M) ~~represent~~– ~~a groundbreaking innovation that is driving the world’s transition to a more sustainable electrification economy. These revolutionary designs offer a unique combination of cutting~~High-~~edge~~capacity ~~features, including unparalleled safety, exceptional performance, intelligent functionality, reliability, and customizability. The KULR ONE~~ battery ~~packs~~systems ~~have~~for ~~been~~grid ~~engineered to meet the exacting demands of the world’s most demanding applications. As of now~~storage, ~~the~~UPS ~~Company is focused on the KULR ONE Space for space exploration~~systems, ~~the~~data ~~KULR~~center ~~ONE Guardian for military applications~~backup, and ~~the KULR ONE Air for e~~large-~~Aviation~~scale ~~applications~~power infrastructure. ~~These~~K1M ~~architectures~~applies ~~collectively~~containment ~~offer a comprehensive solution that addresses the critical need for safe~~ and ~~reliable~~propagation ~~energy~~control ~~storage~~strategies inat amodule, ~~wide range of industries~~rack, ~~from aerospace~~ and ~~defense~~system toscale ~~electric vehicles~~ and ~~consumer electronics. One of the key features of the KULR ONE family of battery packs~~ is ~~the~~engineered ~~modularity~~to ~~and~~deliver ~~consistency~~space-level ofsafety ~~the architectures. This allows for greater flexibility as customers can easily adjust the size~~ and ~~configuration~~reliability ~~of the battery pack~~ to ~~suit~~mission-critical ~~their specific application requirements while still also benefitting from testing previously conducted by the KULR team for their specific architecture. In addition to offering exceptional performance~~ and ~~reliability, the KULR ONE battery packs are also designed with safety as a top priority. They incorporate state~~grid-~~of-the-art~~level ~~thermal~~applications ~~management technology to prevent overheating~~ and ~~ensure~~meet ~~safe operation even in the most challenging environments. Overall, the KULR ONE family of battery packs, depicted with the following picture, is at the forefront of the~~ global ~~drive towards sustainable electrification. With its unparalleled combination of~~ safety, performance, intelligence, modularity, reliability, and customizability, KULR ONE is positioned to revolutionize the way we think about energy storage and powering the world’s most demanding applicationsstandards.

5● KULR ONE® Tritan (K1T) – Subsea and marine battery systems designed for pressure-tolerant, corrosion-resistant operation in underwater environments, applying KULR’s thermal and safety methodologies to subsea applications where reliability and containment are critical.

~~Table~~● KULR Battery Management System (kBMS) – Modular battery management system architecture adapted for DoW and industrial applications, focused on maintaining core safety principles while supporting higher power profiles, faster telemetry, and integration with loitering munitions, unmanned systems, ground vehicles, and stationary power units. kBMS is cell-agnostic and designed to interface directly with KULR ONE® systems, providing precise balancing, state-of-charge ~~Contents~~estimation, and standard safety provisions.

● KULR ONE® ~~Space~~Design Solutions (K1-DS) – End-to-end battery system engineering, development and production for custom architectures or mission-specific adaptations, integrating concept design, modeling, analysis, and rapid prototyping with a level of safety and performance rigor typically reserved for aerospace and defense programs. The K1-DS framework provides a holistic approach to battery system development, supported by our vertically integrated capabilities, and is strategically structured to support long-term recurring production engagements within our manufacturing infrastructure.

The KULR ONE Space (K1S) platform is the more mature of the KULR ONE architectures and is currently leveraged by multiple customers for upcoming space exploration missions which require energy storage with thermal runaway safe designs. The K1S is built upon a passively propagation resistant and flame arresting (PPRFA) architecture. This architecture, combined with KULR’s utilization of MOLICEL lithium-ion cells, provides one of the safest and highest performing off-the-shelf space flight battery designs available today. The 400 series of the K1S platform serves as the first ever commercial offering of a 20793 rated battery with final certification expected from NASA in Q2 2025.

KULR Battery Management System (BMS) + AI = KULR CoreTM

KULR’s path towards 20793 certification required the development of custom battery management system (BMS) technology built with radiation tolerant chipset. The development of the BMS in multiple forms is nearing completion of qualification campaigns at which point they will be added to KULR’s product offering. The ready to fly design posts radiation tolerance up to 75 kRad, 8 string control and passive balancing, and a listing of key safety features (e.g. overcharge, overdischarge, overcurrent protections).

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Moving forward, this BMS will serve as a foundation for KULR’s step into facilitating edge-AI for space applications. KULR works to integrate the Company’s BMS, developed initially for space applications, with the Nvidia Jetson platform such that the processing and control of the BMS will be facilitated with the Jetson chipset. The resulting combination of computing and battery control capabilities is the KULR CoreTM. The all in one AI compute chipset combined with BMS controls for the batteries will result in every battery flown with the KULR CoreTM being AI enabled, thus providing KULR’s stepping stone into edge-AI. In addition to BMS functionality, the KULR CoreTM will provide every user with a flight (or mission) computer and additional data processing capabilities with the leading chipset available.

Additional targeted capabilities of the KULR CoreTM include the following:

● Operation of the Jetson platform in a radiation tolerant enclosure,

● Dual or triple redundant processing and fault checking for ensuring fault tolerance of critical operations,

● AI driven battery state-of-health monitoring and subsequent optimization of related functionality (charging, discharging, solar array interaction),

The KULR CoreTM will first serve to replace the BMS and flight (mission) computer. Moving forward, the powerful capabilities of the Jetson platform will be leveraged to facilitate other spacecraft functions for GNC, thermal management, and communications. The end result will be a mission autonomous spacecraft.

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Battery Design and Analysis

For the technology domain of battery design and analysis, KULR provides custom batteries, batteries designed based on KULR ONE architectures (Space, Guardian and Air), and related off-the-shelf products (such as trigger cells, NASA WI37A screened cells, and TRS). These product and service offerings are outlined with the following figure.

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Cell and Battery Testing

KULR has invested heavily in an expansive cell and battery testing suite of services over the last 3 years. Testing capabilities are grouped between abuse testing, electrical testing, and environmental testing and are reflected with the following figure.

Battery Production

A natural progression for the Company following the development of the KULR ONE platforms was to expand into the low volume production space for custom, high-end, and/or boutique lithium-ion batteries that require manual or semi manual assembly. Reducing pricing and lead times to a level suitable for the emerging commercialized space and defense sectors also required the onboarding of machining and fabrication equipment. KULR’s battery component fabrication and assembly production capabilities are highlighted with the following figure.

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KULR VIBE Solution

In 2022, we acquired intellectual property from Vibetech International, LLC (“Vibetech”), which allows KULR to expand itself as a vertically integrated energy management company focused on sustainable energy solutions. For nearly twenty years, the primary application has been aviation. However, advances in measurement and computing technologies have allowed KULR VIBE to provide transformative and scalable solutions across transportation, renewable energy (wind farm), manufacturing, industrial, performance racing and autonomous aerial (drone) applications among others. KULR VIBE addresses one the most challenging issues with advanced machinery today; excessive energy robbing vibrations that are destructive to both the machinery and in many cases the operator. The KULR VIBE suite of technologies utilize proprietary sensor processes with advanced learning algorithms to both achieve precision balancing solutions, and successfully predict component failure based on its comprehensive database of vibration signatures. Its enhanced AI learning algorithms pinpoint areas where excess vibrations cause a loss of energy that can lead to system malfunctions, weakened performance, and maintenance issues.Overview

~~This~~KULR ~~innovative~~VIBE, ~~technology~~our ~~can~~vibration bemitigation ~~utilized~~technology, asuses aproprietary ~~standalone~~algorithms ~~solution~~to oridentify ~~be paired with existing track~~ and ~~balance~~reduce ~~technology~~the ~~to facilitate~~ vibration ~~reduction,~~signatures ~~achieve~~of ~~increased~~rotary ~~energy production,~~ and ~~reduce~~spinning ~~mechanical~~components ~~failures~~found ~~thereby~~in, ~~extending~~for ~~platform~~example, ~~life.~~helicopters, ~~KULR~~drones, ~~VIBE~~performance ~~recently~~vehicles, ~~balanced~~wind ~~the~~turbines, ~~motors~~ and ~~blades~~other ofelectric aand ~~mission~~autonomous ~~critical~~systems. ~~drone~~This totransformative ~~demonstrate~~and ~~the~~scalable ~~benefits of the~~ technology. ~~The~~has ~~results~~applications ~~were~~across atransportation; ~~23%~~renewable ~~increase~~energy, insuch ~~battery~~as ~~life~~wind ~~and~~farms; aindustrial ~~lift~~manufacturing; ~~increase~~performance ofracing; ~~45%.~~and ~~Same~~autonomous ~~motors,~~aerial ~~same blades~~applications, ~~KULR~~such ~~VIBE~~as ~~optimized~~drones.

~~The~~ KULR VIBE ~~suite~~addresses one of ~~products~~the ~~and~~most ~~services~~challenging ~~have~~issues ~~provided~~of ~~vibration~~energy ~~analysis~~loss: ~~and~~excessive ~~mitigation~~vibrations tothat ~~global~~are ~~companies~~destructive ~~across multiple industries and sectors. According~~ to ~~Fact.MR, an insights-driven global market intelligence company,~~ the ~~global~~machinery ~~vibration~~and ~~motor~~its ~~market is estimated at $6~~performance.5 ~~billion~~It inuses ~~2023~~existing track and isbalance ~~forecast~~hardware to ~~reach~~facilitate ~~$24.1~~its ~~billion~~vibration byreduction ~~2032~~technologies, ~~growing~~achieving atincreased aenergy ~~Compounded~~productivity ~~Annual~~and ~~Growth~~reduced ~~Rate~~mechanical ~~(“CAGR”)~~failures, ofthereby ~~14.1%~~extending ~~during~~platform ~~2023-2032~~life.

KULR Xero Vibe Fan

Key challenges for server and data centers are the cooling of components, power consumption, and acoustics. KULR ~~has~~ leveraged the KULR VIBE software, developed initially for helicopter balancing applications, to develop the Xero Vibe fan. The unprecedented low vibration levels of the Xero Vibe fan provide ~~for~~ increased cooling efficiency, higher fan RPRPM, and decreased power consumption. KULR ~~works~~is working actively to finalize the qualification of the Xero Vibe fan and automate the balancing techniques to facilitate enough meaningful throughput to be able to provide solution for the server and data center industry.

The Future is Energy + AI

We believe the future of KULR is Energy + AI. We are building our AI infrastructure on industry leading Nvidia and AMD semiconductor platforms, and they are hosted on a hybrid of private cloud and Microsoft Azure. As the world faces shortages of both technical expertise to design batteries and raw materials to build batteries, KULR aims to address this need with KULR ONE AI (K1AI). The Company is collecting large quantities of performance and safety test datasets for the most highly used commercial lithium-ion cells and combining that data with AI techniques to drive battery design and reduce engineering touch time to market. This product is to target the following markets:

● Aerospace and defense systems, such as CubeSat batteries meeting JSC 20793 safety requirements by NASA

● Power tools and industrial equipment

● High-performance electric vehicles

● Electric vertical take-off and landing (“eVTOL”)

● Electric micro-mobility vehicles

● Residential and commercial energy storage systems

Robotics, KULR ONE, and KULR CoreTM

KULR believes one of most logical terrestrial verticals for the KULR ONE platform and the KULR CoreTM is robotics; specifically battery powered exoskeletons. Right now, battery powered exosuits and exoskeletons rely on OTS batteries that are swappable in nature. This is a limiting factor. KULR will address this with the KULR ONE roadmap which focuses on high energy high power cell combinations, such as the MOLICEL 21700-P50B and its eventual successor. KULR believes this will address two limiting factors for the robotic industry (1) increasing energy and power needs and (2) heat generation and dissipation issues. A pack designed

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around the KULR ONE reference design, using MOLICEL power cells, means the utilization of a low heat generating pack due to significantly lower resistance of the cells. This “robotics” variation of the KULR ONE platform will be KULR CoreTM enabled.

Battery Recycling and Management

KULR’s SafeCASE technology provides a safe and cost-effective solution to commercially store and transport lithium batteries, which is increasing in frequency as supply chain challenges necessitate battery recycling and end-of-lifecycle management. Whether shipping a single battery, a battery-powered device or a load shipment of batteries, KULR’s technology mitigates the impacts of cell-to-cell thermal runaway propagation and ensures a safe journey. KULR’s Thermal Runaway Shield (TRS) technology is trusted by NASA to ship and store astronauts’ laptop batteries on the International Space Station. KULR is serving a total addressable market for a circular economic model for batteries that will reach over $21 billion by 2025 (estimated based on market data projections published by Grand View Research, Inc. stating that the global battery recycling market size is expected to reach $21.04 billion by 2025).

~~Aerospace/Defense~~5

KULR’s thermal management solutions enable the defense and aerospace industries to safely deploy electronic technologies that support critical missions and protect national security. Technology in this sector is developing at increasing rates - the space industry alone will be worth nearly $3 trillion in 30 years. The electronic devices being placed into aircrafts, satellites, and missiles are becoming ever smaller and more powerful. Lithium-ion batteries, which are already prone to overheating and propagation, are exposed to harsh thermal environments as well as shock and vibration during aerospace and defense operations. The Company has partnered with Lockheed Martin, Leidos and other prime contractors to develop and supply mission-critical technologies for hypersonic vehicles, high-power magnetic wave, and other defense systems.

New Facility and IT-Systems

KULR currently maintains two facilities of operations. KULR California, located at 4863 Shawline St, San Diego, CA., supports our fully automated battery cell screening line and remains the only U.S. automated facility capable of executing the test requirements of NASA Work Instruction 37 (WI-037). WI-037 is the testing standard required for battery cells used on all manned missions for NASA. Additionally, the facility produces our patented Thermal Runaway Shields, Fiber Thermal Interface (FTI) materials, Cathodes, Phase Change Materials (PCMs), and heatsinks.

KULR, on February 1st, 2024, relocated the KULR Texas facility previously located at 1692 N. Texas Avenue, Webster, TX to a significantly larger facility located at 555 Forge River Road, Suite 100, Webster, TX. The previous location provided 4800 ft2, whereas the new facility provides 17,560 ft2 supporting the growth of our customer base and engineering team. The facility is conveniently located 2.1 miles from NASA Johnson Space Center and is surrounded by a large number of KULR existing and targeted customers. The facility will support research and development related activities for lithium-ion battery systems. This expanded space will provide room for additional personnel office space, an engineering design and prototyping sandbox, expansive shop area for 3D printing, CNCs, laser cutting systems, and other equipment, production space for low volume battery assembly and tab welding, infrastructure for volume scale TRS manufacturing and additional storage areas.

KULR has engaged with Managed Solutions to enhance our IT infrastructure and improve all aspects of Cybersecurity. As a sub-contractor for DOD programs, it is vital that KULR have state-of-the-art IT systems and controls. We believe the best path based on the current scale of the company is to outsource this activity to a professional IT services organization. The result of this activity was an improvement of our NIST score of over 140 points. Additionally, KULR has further increased its Cybersecurity initiatives by hiring FRSecure to act as a VCISO and provide continuous cyber threat training to our personnel. They also will audit our current level of threat sophistication and ensure any weak link is addressed immediately. See Item 1C - Cybersecurity for additional information.

Corporate

KULR was incorporated in the State of Delaware in December 2015 and was formerly known as “KT High-Tech Marketing, Inc.” and, prior to that, as “Grant Hill Acquisition Corporation.” In April 2016, KULR implemented a change of control by issuing shares to new shareholders, redeeming shares of existing shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors.

Our wholly-owned subsidiary, KULR Technology Corp, was formed in 2013 and is now based in Webster, Texas. Since its inception, KTC primarily focused on developing and commercializing its thermal management technologies, which it acquired through assignment from and license with KTC’s co-founder Dr. Timothy Knowles. Prior to 2013, KTC’s technologies were used in numerous advanced space and industrial applications for NASA, Boeing, and Raytheon. A few notable achievements were the use of KTC’s technologies in the X-31 aircraft (battery heat sink), Mercury Messenger (battery heat sink), and X-51 Scramjet (heat exchanger).

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On June 19, 2017, KULR closed a share exchange with KTC and 100% of the shareholders of KTC (the “KTC Shareholders”) whereby the KTC Shareholders agreed to transfer an aggregate of 25,000,000 shares of KTC’s common stock to KULR in exchange for the issuance of an aggregate of 50,000,000 shares of KULR’s common stock to the KTC Shareholders (the “Share Exchange”), resulting in KTC becoming a wholly-owned subsidiary of KULR and KTC’s business of developing and commercializing its thermal management technologies becoming KULR’s main operation.Aerospace/Defense

~~The~~KULR’s ~~Share~~thermal ~~Exchange~~management ~~was~~solutions ~~accounted~~enable ~~for~~the asdefense aand ~~reverse~~aerospace ~~recapitalization~~industries into ~~accordance~~safely ~~with~~deploy ~~generally~~electronic ~~accepted~~technologies ~~accounting~~that ~~principles~~support critical missions and protect national security. We believe technology in this sector is developing at increasing rates – the ~~United~~space ~~States~~industry ofalone ~~America,~~is ~~with~~projected ~~KTC~~to expand from $626.4 billion in 2025 to $1.01 trillion by 2034. The electronic devices being ~~treated~~placed into aircrafts, satellites, and missiles are becoming ever smaller and more powerful. Lithium-ion batteries, which are already prone to overheating and cell failure, are exposed to harsh thermal environments as ~~the~~well ~~acquiring~~as ~~company~~shock and vibration during aerospace and defense operations. The Company has partnered with Lockheed Martin, Leidos and other prime contractors to develop and supply mission-critical technologies for ~~accounting~~hypersonic ~~purposes~~vehicles, high-power magnetic wave, and other defense systems.

OnFacilities ~~August~~and ~~30, 2018, KULR changed its name from “KT High~~IT-Tech Marketing, Inc.” to “KULR Technology Group, Inc.” by filing a certificate of amendment to its Certificate of Incorporation with the office of the Secretary of State of the State of Delaware. In the third quarter of 2024, we moved our principal executive offices to 555 Forge River Road, Suite 100, Webster, Texas 77598.Systems

~~Recent~~KULR ~~Developments~~currently maintains one facility of operations in Webster, TX, which facility provides 31,095 ft2 of operational and office space. The facility is conveniently located approximately two miles from NASA Johnson Space Center and is surrounded by a large number of KULR’s existing and targeted customers. The facility supports research and development related activities for lithium-ion battery systems and serves as our principal executive offices. This facility provides room for additional personnel office space, an engineering design and prototyping sandbox, expansive shop area for 3D printing, CNCs, laser cutting systems and other equipment, production space for low volume battery assembly and tab welding, and infrastructure for volume scale TRS manufacturing and additional storage areas.

~~Revenues~~KULR has engaged with consultants and with subject matter experts to enhance our IT infrastructure and improve all aspects of cybersecurity. As a sub-contractor for DoW programs, it is vital that KULR has state-of-the-art IT systems and controls. Additionally, KULR has further increased its cybersecurity initiatives by hiring FRSecure to act as a VCISO and provide continuous cyber threat training to our personnel. They also audit our current level of threat sophistication and ensure any weak link is addressed immediately. See Item 1C - Cybersecurity for additional information.

~~The~~Available ~~Company reported record annual revenues of $10.7 million for 2024, as compared to its previous record revenues of $9.8 million for 2023.~~Information

~~Bitcoin~~Our ~~Strategy~~principal executive offices are located at 555 Forge River Road, Suite 100, Webster, Texas 77598, and our telephone number at that location is (408) 663-5247. Our website address is https://kulr.ai. The information on or obtainable through our website is not incorporated into this Annual Report.

~~On December 4~~Sales, ~~2024,~~Marketing ~~the Board approved,~~ and ~~the~~Communications Company publicly announced its decision to include Bitcoin (“BTC”) as a primary asset in its treasury program. On December 22, 2024, the Company completed its initial acquisition of BTC through Coinbase (the prime broker) and a total of 217.18 BTC was purchased at a weighted average price of approximately $96,696 per BTC, or an aggregate cost of $21 million. Subsequent to December 31, 2024, the Company purchased 449.45 Bitcoin via trade orders on Coinbase, at an average cost of $99,008 per Bitcoin, inclusive of fees and expenses, for an aggregate $44,499,352. Additionally, on March 7, 2025, the Company entered into a sixty-day Machine Lease Agreement with a bitcoin mining services company to operate 2,500 S-19 bitcoin mining machines on KULR’s behalf, at a total lease cost of $850,000. As of March 27, 2025, 2.48 bitcoin have been mined pursuant to the Machine Lease Agreement, at an average cost of $84,225 per bitcoin. See the section “Our Bitcoin Acquisition Strategy” on page 46 under “Item 7. Management’s Discussion and Analysis or Plan of Operation” for further information regarding our Bitcoin purchases, including the source of capital used to purchase Bitcoin.

At the Market Offering

On July 3, 2024, the Company entered into an At the Market Offering agreement (the “Sales Agreement”) with an agent (the “Agent”), pursuant to which the Company may, from time to time, sell shares of common stock for aggregate gross proceeds of up to $20,000,000 in “at the market” offerings through or to the Agent (the “ATM”). Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of the sale, or as otherwise agreed with the Agent. The Agent will receive a commission from the Company of 3% of the gross proceeds of any shares of common stock sold pursuant to the ATM. On December 4, 2024, the Company increased the maximum aggregate offering amount of the shares of the Company’s common stock issuable under the ATM from approximately $20 million to $46 million. On December 26, 2024, the Company increased the maximum aggregate offering amount of the shares of the Company’s common stock issuable under the ATM by an additional $50 million, to $96 milllion, and the Company entered into an amendment (the “Amendment”) to the Sales Agreement with the Agent, entered into on July 3, 2024, to provide that the Agent’s compensation payable under the Sales Agreement shall be 2.5% of gross proceeds of any sales of shares of common stock sold under the Sales Agreement. During the year ended December 31, 2024, the Company issued a total of 74,781,217 shares of common stock pursuant to the ATM for aggregate gross proceeds of $61,912,798. During the period from January 2, 2025, through March 27, 2025, the Company has sold 19,387,610 shares of common stock pursuant to this offering, with gross proceeds of $ 51,122,190.

License and Opportunities for KULR VIBE Fan Balancing Applications

On September 29, 2024, we entered into a licensing agreement for our proprietary vibration reduction technology named KULR Xero Vibe (“KXV”). The $2.35M landmark deal includes a $1.1M minimum guaranteed license and royalty fee, a unique opportunity for the licensee to purchase proprietary balancing equipment directly from the Company and additional revenue upside to the Company based on volume and technology upgrades. The licensee, a leading Japanese corporation, specializing in systems integration and the distribution of advanced semiconductor solutions, intends to use the KXV technology to balance industrial-scale fan systems used in data center computer cooling, HVAC and other industrial applications. The Company is exploring additional license opportunities based

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on geographic regions in tangential power-consuming applications, where the Company expects substantial upside revenue potential as product sales and royalty income scales along with its customers’ growth.

License and Opportunities for CF Cathode Design Technology

Change in Address of Principal Executive Offices

In the third quarter of 2024, we moved our principal executive offices to 555 Forge River Road, Suite 100, Webster, Texas 77598.

Issuance of Non-Convertible Series A Voting Preferred Stock

On January 26, 2024, the Board of Directors (“Board”) of the Company, following extensive strategic evaluation, including consultation with advisors, approved, authorized, and ratified the issuance of 730,000 shares of previously designated Non-convertible Series A Voting Preferred Stock to the Chairman and Chief Executive Officer of the Company, Michael Mo, subject to certain limitations as set forth below, for no consideration. The issuance of up to 1,000,000 shares of Non-convertible Series A Voting Preferred Stock was previously approved and authorized by a vote of the majority stockholders of the Company. On January 16, 2025, the Board of Directors approved the issuance of an additional 270,000 shares of Non - convertible Series A Voting Preferred Stock (“Series A Voting Preferred”) to the Chief Executive Officer, bringing his total holdings up to 1,000,000 shares of Series A Voting Preferred Stock.

The issuance is subject to the Board reserving the full and unequivocal right to revoke, rescind, transfer or otherwise cancel the issued Non-convertible Series A Voting Preferred Stock in the event Michael Mo is removed from any position with the Company or resigns from all positions with the Company. This conditional arrangement is designed to ensure that the voting power conferred by the Non-convertible Series A Voting Preferred Stock remains tied to the active leadership of the Company. This underscores the Board’s commitment to maintaining alignment with the long-term interests of the Company and its stockholders.

The Independent Members of the Board have determined that the issuance represents a pivotal strategic move to reinforce and enhance the Company’s flexibility to optimize the Company’s negotiating position in any potential current and/or future engagements with commercial, financial, and/or strategic parties, and to provide defenses against potential hostile third-party actions.

Sales and Marketing Strategy

The Company employs a multi-faceted approach to market and sell its innovative products and solutions, leveraging both direct sales and partnerships with representatives and strategic allies. By establishing direct relationships with key accounts, we facilitate deeper technical collaborations, quicker turnaround times, and real-time feedback to drive continuous product improvement and marketing effectiveness.

To ensure target customers fully understand the distinct advantages of our offerings, we organize technology showcases and innovation days that demonstrate the value of our solutions in real-world applications. Our marketing and communication strategies include leveraging employee and partner networks, maintaining a dynamic and resource-rich website, attending high-profile industry conferences, commissioning impartial white papers and technical papers, participating in industry events as attendees, sponsors, and guest speakers, and performing in-depth market research to identify new opportunities and refine our approach.

InWe ~~line~~work closely with ~~our~~a ~~growth~~public ~~strategy,~~relations weconsultant ~~have~~who ~~appointed~~oversees ~~Jeong~~our ~~Song~~press asreleases ~~Vice~~and ~~President~~media ofrelations, ~~Business~~ensuring ~~Development~~we ~~and~~maintain ~~Josh~~a ~~Steinmann~~positive asmedia ~~Vice President of AI~~presence. ~~Mr.~~We ~~Song~~utilize isseveral ~~spearheading~~social ~~our~~media ~~transition~~platforms, ~~from~~including aLinkedIn, ~~custom~~YouTube, ~~service~~X, ~~revenue~~Instagram, ~~model~~and ~~to a scalable~~Facebook, ~~product-oriented~~and ~~approach~~leverage ~~that can be sold across multiple channels. Mr. Steinmann is leading~~ our ~~effort~~strong toreputation ~~incorporate~~within AIthe ~~technologies~~thermal ~~into~~management ~~KULR’s~~and ~~product line~~lithium-~~up.~~ion ~~This~~battery ~~shift~~safety ~~integrates~~communities ~~cutting-edge artificial intelligence and data management capabilities into our value proposition, enabling us~~ to ~~offer~~spread ~~intelligent,~~positive ~~high-performance~~feedback ~~solutions~~through ~~tailored to diverse customer needs~~word-of-mouth.

Furthermore, the ramp-up of customized battery pack production has significantly accelerated market penetration, allowing us to capitalize on prior developments and rapidly meet the demands of emerging applications. This strategic pivot underscores our commitment to innovation and speed-to-market while maintaining the high safety and performance standards our customers expect.

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Looking ahead, we are aggressively expanding our direct sales and marketing teams to deepen key account coverage while supporting a robust and growing network of representatives and distributors. These efforts are aligned with our overarching strategy to drive sustainable growth, broaden our market reach, and reinforce KULR’s position as a leader in energy management solutions.

~~Advertising~~Industry ~~and Communications Strategy~~Overview

WeActive ~~employ~~government ainitiatives ~~diverse~~propelled ~~range~~by ofindustry ~~advertising~~ and ~~communication~~regulatory ~~tools~~tailwinds toare ~~reach~~increasing ~~our~~demand ~~audience.~~for ~~These~~energy ~~include commissioning impartial white papers and technical papers~~storage, ~~participating~~battery inrecycling ~~industry events, conferences,~~ and ~~symposiums~~clean ~~as attendees~~energy, ~~sponsors,~~resulting ~~and guest speakers. We maintain a public relations consultant who oversees our press releases and media relations, ensuring that we maintain a positive presence~~ in ~~newspapers,~~an ~~magazines,~~expanding ~~and~~total ~~blogs.~~addressable Tomarket ~~bolster~~for ~~our~~KULR’s ~~social media outreach activities, we have a dedicated search engine optimization (“SEO”) specialist~~solutions. We leverage our strong reputation within the thermal management and lithium-ion battery safety communities to spread positive feedback through word-of-mouth. Additionally, we utilize several social media platforms, such as LinkedIn, YouTube, Twitter, Instagram, and Facebook, to reach a broader audience.

~~Products~~6

KULR ONE Space: The KULR ONE Space (K1S) has four variations that can facilitate an off the shelf model. A 100 series, centered around a 100 Wh threshold, 200 series for 200 Wh, 300 series for 300 Wh, and 400 series for 400 Wh. All variations are PPR and the 100, 200, and 400 variations include an external housing that facilitates flame arresting features. The 100, 200, 300 rely on external BMS while the 400 series includes integrated BMS. The primary configuration of the batteries utilizes MOLICEL 18650-M35A lithium-ion cells with high cell pedigree (NASA ILA, LAT qualification and WI 037 screening).

Lithium-Ion Battery Thermal Runaway Shield (“TRS”): KULR has developed a thermal insulation technology aimed at passive resistance to thermal runaway propagation in Li-ion batteries in partnership with National Aeronautics and Space Administration Johnson Space Center (“NASA JSC”). HYDRA TRS acts as a heat sink during normal Li-ion battery pack operation but also prevents thermal runaway propagation, which is a serious concern for aerospace and defense customers and electric vehicle manufacturers. The HYDRA is a vaporizing thermal capacitor that provides passive prevention of thermal runaway propagation (“TRP”) in Li-ion battery packs. Thermal runaway can occur spontaneously in a Li-ion cell due to a short. This can trigger an explosive release of electric energy that ruptures the end cap resulting in a flare and combustion of cell materials. Released heat drives the triggered cell temperatures to > 500°C, causing a dramatic increase in neighboring cell temperatures. Temperatures above the critical 130°C greatly increases the chance for a short in adjacent cells and result in TRP. TRS keeps neighboring cell temperatures from rising above 100°C (well below the 130°C threshold) and prevents TRP.

WI-037 Screened cells: KULR leverages the “Automated Battery Cell Screening and Test System” to provide pre-screened 18650 format lithium ion cells screened to the NASA WI-037 standard. KULR also maintains a lot of MOLICEL 18650-M35A cells which have a NASA associated Initial Lot Assessment (ILA) and Lot Acceptance Testing (LAT) set of data; memorandum of cell pedigree is provided to all customers of these cells.

SafeCASE: This product was developed for the commercial transportation and storage of Li-ion batteries. It is an extension of the product jointly developed with NASA, the TRS Bags which safely store and transport Li-ion batteries to and in the International Space Station. The cases have been tested and granted special permits by the Department of Transportation (DOT) for shipment of Li-ion batteries up to 2.5KWh for shipment of batteries classified as DDR (damaged, defective or recall), recycling and prototype. The Company currently maintains 3 different sizes of the SafeCASE and also a sleeve format of the product.

Fiber Thermal Interface Material (“FTI”): KULR thermal interface materials (“TIMs”) consist of vertically oriented carbon fiber velvets attached to a film of polymer or metal. The fiber packing density and orientation are selected to serve a wide range of applications, including hostile thermal and chemical environments, sliding interfaces, and interfaces with widely varying gaps. They can be coated for electrical isolation. They require low contact pressure and provide high thermal conductivity. Their light weight and high compliance make them uniquely suited for aerospace, industrial and high-performance commercial devices.

Phase Change Material (“PCM”) Heat Sink: KULR PCM composite heat sinks consist of a conductive carbon fiber velvet embedded with a proprietary heat dissipation medium having high latent heat at its melting point. Such heat sinks offer passive thermal control for instruments that would otherwise overheat or under-cool during periodic operations. A typical application involves lasers that dissipate heat but need tight thermal control where active cooling is unavailable.

Internal Short Circuit (“ISC”) Device and Trigger Cells: In March 2018, KULR reached an agreement with the National Renewable Energy Laboratory (“NREL”), a national laboratory of the U.S. Department of Energy, to be the exclusive

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~~manufacturing~~As companies and ~~distribution~~governments ~~partner~~around ~~for~~ the ~~patented~~world ~~ISC~~pledge ~~device,~~to ~~which~~meet ~~causes~~net ~~predictable~~zero ~~battery~~emissions ~~cell~~over ~~failures~~the innext ~~Li-ion~~few ~~batteries~~decades, ~~making~~KULR ~~them~~is ~~easier~~uniquely positioned to ~~study~~accelerate ~~and, therefore, safer. Li-ion batteries are~~ the ~~industry~~adoption ~~and consumer standard for portable power; billions~~ of ~~individual~~clean ~~battery~~energy ~~cells~~solutions ~~exist~~ and ~~billions~~sustainable ~~more~~products ~~are~~and ~~planned~~facilitate ~~for~~the ~~production.~~migration ~~They provide power for everything from smart phones and laptops~~ to ~~electric~~a ~~cars~~global ~~and~~circular ~~space crafts~~economy. ~~But~~The ~~Li-ion~~Company’s ~~batteries~~goal ~~fail,~~is ~~sometimes~~to ~~with~~provide ~~catastrophic~~total ~~results.~~battery ~~Due~~safety tosolutions ~~the~~for ~~relative~~more ~~rarity~~efficient ofbattery ~~cell failures~~systems, ~~scientists~~increased sustainability, and ~~researchers~~battery ~~had~~life-cycle ~~been~~management, ~~unable~~making toKULR ~~reliably~~a orkey ~~accurately~~technology ~~replicate~~solutions ~~latent~~provider ~~defect cell failures~~ in ~~lab~~the ~~settings,~~migration ~~impeding~~to ~~research~~a ~~into~~global ~~safer~~circular ~~battery technology~~economy.

CRUX Cathode: The CRUX Cathode is composed of a carbon fiber velvet, providing a means of generating powerful electron pulses by field emission from the tops of the carbon fibers. CRUX Cathodes can be customized for different applications including the generation of microwaves, x-rays, and laser radiation. They can be fabricated in a wide variety of physical configurations, ranging from simple planar and cylindrical forms to more complex lobed shapes.

Services

Automated Battery Cell Screening and Test System: The system fully supports the stringent requirements of NASA and the DOD. This platform has been designed to meet the entire specifications of NASA WI-037 battery testing requirements. This fully automated system is believed to be the only fully automated system capable of such performance. We have designed the system to be modular and have installed a minimum of 500K cell capacity annually capable of handling 18650 and 21700 cells.

Battery Design as a Service: KULR maintains a growing staff of expert engineers which are available to provide battery design services to the Customer based on unique requirements. This team has been leveraged to support space, defense, aviation, and sub-sea applications.

Battery Production as a Service: KULR’s battery production team and facilities can be used to support a build to print low volume production capability for our customers. Customer design, KULR build to print.

Precision Machining: KULR maintains a suite of CNCs, lasers, 3D printers, and other necessary equipment for on site battery component fabrication. Although this is not a core component to KULR’s service offering, this equipment is utilized to provide real time support services to KULR’s primary customer base.

Fractional Thermal Runaway Calorimetry: KULR licenses NASA’s small and large format fractional thermal runaway calorimeters. This NASA Invention of the Year Award (IOTYA) winning technology is used to characterize the total heat generated during lithium ion cell thermal runaway and also the fraction of which the total is released through the cell can vs. the ejecta material.

Bomb Calorimetry: KULR leverages widely accepted bomb calorimetry testing capability as a service to our customers for determining lithium-ion cell material decomposition thresholds, acceleration temperatures, and trigger temperature.

Impingement Zone Mapping (IZM): An emerging field is the study of thermal runaway ejecta behavior and how that behavior can be modeled. KULR pioneered the Impingement Zone Mapping technique which combines a 360 array of cameras with a backplate instrumented with thermocouples to provide comprehensive characterization of ejecta heating behavior. The easy to use apparatus supports rapid turnaround testing such that ejecta behavior variability can also be characterized.

Gas Analysis: Although KULR does not maintain gas analysis equipment on site, the majority of the Company’s testing apparatus is equipped for gas capture such that samples can be submitted for 3rd party analysis.

Pack and System Level Abuse Testing: KULR’s testing teams are equipped to perform lithium-ion cell thermal runaway abuse testing and propagation testing at the pack and system level. The engineering teams are equipped with all instruments required for temperature, current, and voltage measurement, cameras, IR cameras, and more. Our data acquisition systems are modular and support card swap out so that specialized sensors can be integrated into testing at the Customer’s request.

Thermal/Humidity Environmental Testing: KULR maintains environmental testing capabilities with a recently installed thermal/humidity test chamber. This testing technique is useful for battery environmental qualification testing and UL/UN certifications.

Thermal Vacuum (TVAC): KULR onboarded a TVAC chamber in Q4 2024 for simulating space environments. Specifically, the chamber can simulate the vacuum of space and the cold and hot temperature fluctuations experienced by spacecraft, and subsequently batteries, in space environments. This type of test is also critical for space flight hardware and battery acceptance

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testing prior to flight. Maintaining this capability internally is critical to maintaining a fast development pace for K1S. Additionally, the availability of TVAC creates a new service offering for KULR’s space customer base.

Competition

~~KULR~~The ~~Technology~~markets ~~offers a suite of innovative solutions designed to address critical challenges~~ in ~~the~~which ~~battery~~we ~~and~~operate ~~energy~~are ~~markets.~~highly Bycompetitive ~~focusing on safety, reliability,~~ and ~~performance,~~include ~~KULR delivers differentiated value across~~ a range of ~~high-demand~~established ~~industries such as aerospace, defense, energy storage,~~ and ~~urban~~emerging ~~mobility.~~companies ~~With~~that ~~unique~~offer ~~technologies~~battery ~~such as the Thermal Runaway Shield (TRS)~~systems, ~~advanced~~thermal ~~Thermal~~management ~~Interface Material (FTI)~~solutions, ~~Internal Short Circuit (ISC) device, KULR ONE, KULR VIBE,~~ and ~~SafeCase,~~battery ~~the~~safety ~~company is positioned to lead in its target markets while providing competitive advantages over established players~~technologies. ~~Thermal~~Our ~~interface~~competitors ~~material~~include ~~is a~~ large ~~and fragmented market with many large suppliers including Henkel Bergquist~~, ~~Fujipoly,~~well-capitalized ~~Laird,~~manufacturers ~~3M,~~as ~~Honeywell~~well ~~and~~as ~~others.~~specialized ~~These~~providers ~~solutions~~focused ~~are typically based~~ on ~~silicone~~particular ~~and~~applications ~~thermal~~or ~~particles~~components. ~~KULR’s FTI offers high bulk thermal conductivity and low contact pressure requirements, which we believe gives us a competitive advantage over other thermal interface solutions.~~

~~KULR~~We ~~ONE~~believe that we compete primarily on the basis of safety, reliability, performance, and the ability to deliver integrated energy storage solutions tailored to mission-critical applications, bolstered through a combination of our proprietary technology, engineering expertise, customization capabilities, certifications and strong customer relationships. Our experience supporting aerospace and defense customers enables us to address complex technical and operational requirements, which we believe differentiates us within our target markets.

~~KULR~~Many ~~ONE~~of isour acompetitors ~~scalable,~~have ~~human-spaceflight-rated~~greater ~~battery~~financial, ~~architecture~~manufacturing ~~offering~~and ~~unmatched~~marketing ~~performance~~resources inthan ~~safety,~~we ~~reliability,~~do and ~~energy~~may ~~efficiency.~~be Itable isto ~~designed~~respond more quickly to ~~meet~~market ~~rigorous~~changes. ~~standards~~However, ~~including~~we ~~NASA~~believe ~~JSC~~our ~~20793,~~focus ~~making~~on itsafety-critical anapplications ~~ideal~~and ~~solution~~disciplined ~~for~~execution ~~aerospace,~~positions ~~defense,~~us ~~and~~competitively ~~energy~~within ~~storage~~our ~~applications~~target markets.

Competitors:

● EaglePicher Technologies: Known for mission-critical batteries for aerospace and defense, EaglePicher excels in ruggedized designs and lifecycle performance, making it a leader in extreme environments.

● Pumpkin Space Systems: Specializing in CubeSat-compatible power systems, Pumpkin focuses on compact and efficient energy solutions tailored to low-Earth orbit platforms.

KULR ONE’s advanced thermal management, modular scalability, and compliance with human spaceflight standards distinguish it from competitors.

KULR VIBE

KULR VIBE is an advanced vibration reduction technology that enhances operational availability, reduces maintenance costs, and minimizes accident risks in rotorcraft, wind turbines, and other mechanical systems. By addressing vibration at its source, KULR VIBE delivers measurable operational improvements.

Competitors:

● GE Aerospace RADS Division: GE’s Rotorcraft Airframe Diagnostic System (RADS) offers state-of-the-art vibration analysis and diagnostics. Known for its precision and versatility, GE’s solutions are widely adopted in aerospace and industrial sectors.

KULR VIBE differentiates itself by actively correlating vibration data with maintenance savings, providing a tailored and cost-effective solution for high-performance environments.

SafeCase

SafeCase is a fireproof battery enclosure that prevents thermal runaway propagation, providing a secure containment solution for lithium-ion batteries. It is particularly suited for urban mobility, energy storage systems, and consumer electronics.

Competitors:

● CellBlock FCS: A leader in fire containment and thermal mitigation products, CellBlock FCS serves industries requiring robust solutions for energy storage and transportation safety.

SafeCase exceeds industry standards, such as those under evaluation by FDNY, and offers customizable designs to meet specific use cases. Its superior thermal runaway protection sets it apart from competitors.

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Passive Propagation Resistance

The battery industry currently employs a variety of solutions to mitigate thermal runaway propagation, offered by competitors such as Aspen Aerogel, Unifrax, Lydall, LHS, 3M, Engineered Syntactic Systems, Celono, AllCell, and others. These solutions often target specific applications and offer unique benefits. However, we believe our Passive Propagation Resistant (PPR) design provides a more flexible, lightweight, and effective solution for high-energy-density battery cells. KULR’s Thermal Runaway Shield (TRS) is ideal for applications requiring passive, lightweight thermal protection, delivering unmatched performance and versatility across different design configurations.

Thermal Interface Material (FTI)

Thermal interface material is a large and fragmented market with key players such as Henkel Bergquist, Fujipoly, Laird, 3M, and Honeywell. These materials, typically based on silicone and thermal particles, address heat transfer challenges in batteries and electronics. KULR’s FTI stands apart with high bulk thermal conductivity and low contact pressure requirements, offering superior performance and reliability compared to conventional solutions.

Internal Short Circuit (ISC) Device

KULR’s licensed ISC device provides a reliable method to trigger battery cell thermal runaway, surpassing traditional techniques such as nail penetration, over-charging, or overheating. Unlike other methods that rely on mechanical damage, the ISC device induces true internal shorts, enabling precise identification and resolution of failure points. This capability positions KULR’s ISC device as a critical tool for advancing battery safety and reliability testing.

Summary

KULR Technology’s portfolio addresses critical safety and performance challenges in the battery and energy sectors. By leveraging expertise in thermal management, vibration reduction, and battery safety testing, KULR delivers market-leading solutions tailored to high-demand industries. Products like the Thermal Runaway Shield, Thermal Interface Material, ISC device, KULR ONE, KULR VIBE, and SafeCase offer a unique combination of flexibility, reliability, and innovation. Against established competitors such as EaglePicher, Pumpkin Space Systems, GE Aerospace, and CellBlock FCS, KULR stands out by exceeding industry standards, providing adaptable designs, and ensuring unmatched performance. This positions KULR as a leader driving safety and efficiency advancements across the battery and energy markets.

Governmental Regulation and Environmental Compliance

Certain substances we use in our manufacturing process are subject to federal governmental regulations (such as Environmental Protect Agency regulations). We believe we are in material compliance with all applicable governmental regulations, and that the cost and effect of compliance with environmental laws is not material. As a small generator of hazardous substances, we are subject to local governmental regulations relating to the storage, discharge, handling, emission, generation, manufacture and disposal of toxic or other hazardous substances, such as acetone that is used in very small quantities to manufacture our products. We believe we are currently in compliance with these regulations. Most new materials sold in the U.S. or in many other countries ~~require~~are ~~regulation~~regulated by government authorities. InSome ~~most other~~ countries, ~~there~~also ~~are no specific regulations that require additional regulation, but some countries do~~ have registration requirements with which we comply to the best of our ability.

Employees

As of December 31, ~~2024~~2025, we had 5247 full-time employees and 328 contractors. We believe that we maintain a good working relationship with our employees, and we have not experienced any significant labor disputes. In addition, KULR leverages outsource partners for IT management, ~~Software~~software ~~Development~~development, ~~Battery~~battery ~~Cell~~cell ~~R&D~~research and development, and ~~Machine~~machine ~~Automation~~automation.

Independent Contractor Agreement

Effective October 1, 2024, the Company entered into an independent contractor agreement whereby the contractor will provide consulting services for economic development incentives, grant review, and state governmental affairs within the state of Texas.

Intellectual Property

Our intellectual property strategy includes pursuing patent protection for new innovations in core carbon fiber architecture development, application development, acquisition of intellectual property, and licensing of third-party patents and intellectual property. We seek to establish and maintain our proprietary rights in our technology and products through the use of patents, copyright, trademarks and trade secrets. We have, and will continue to, file applications for and/or obtain patents, copyrights and trademarks in the United States and selected foreign countries where we believe filing for such protection is appropriate. We also seek to maintain our trade secrets and confidential information by implementing organizational nondisclosure policies and through the use of appropriate confidentiality agreements.

As of March 11, 2026, KULR held five U.S. patents and one non-provisional pending U.S. patent applications with expiration dates ranging from 2037 to 2041. KULR also has 17 pending trademarks and 5 registered trademarks. In addition, KULR has exclusive license on five patents and a non-exclusive license to one patent from its partnerships. KULR has provided an exclusive license to a third-party licensee to certain KULR intellectual property for a specific territory. There can be no assurance, however, that the rights obtained can be successfully enforced against infringing products in every jurisdiction. While our patents, copyrights, trademarks, and trade secrets provide some advantage and protection, we believe our competitive position and future success is largely determined by the following factors: system and application knowledge; innovative skills; technological expertise; management ability and experience of our personnel; the range and success of new products being developed by us; our market brand recognition and ongoing marketing efforts; and customer service and technical support. We also have trademarks that are used in the conduct of our business to distinguish genuine KULR products and services; KULR has been granted trademarks for Classes 9, 17, and 42 applications.

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We seek to establish and maintain our proprietary rights in our technology and products through the use of patents, copyright, trademarks and trade secrets. We have, and will continue to, file applications for and/or obtain patents, copyrights and trademarks in the United States and selected foreign countries where we believe filing for such protection is appropriate. We also seek to maintain our trade secrets and confidential information by implementing organizational nondisclosure policies and through the use of appropriate confidentiality agreements.

As of December 31, 2024, KULR held five U.S. patents and one non-provisional pending U.S. patent applications with expiration dates ranging from 2037 to 2041. In addition, KULR has exclusive license on four patents from its partnerships. There can be no assurance, however, that the rights obtained can be successfully enforced against infringing products in every jurisdiction. While our patents, copyrights, trademarks, and trade secrets provide some advantage and protection, we believe our competitive position and future success is largely determined by such factors as the system and application knowledge, innovative skills, technological expertise and management ability and experience of our personnel; the range and success of new products being developed by us; our market brand recognition and ongoing marketing efforts; and customer service and technical support. We also have trademarks that are used in the conduct of our business to distinguish genuine KULR products; KULR has been granted trademarks for Class 9 and Class 17 applications.

Our Bitcoin Treasury Strategy

WEWe ~~ARE~~have ~~NOT~~adopted ~~REGISTERED~~bitcoin ASas ANone ~~INVESTMENT~~of ~~COMPANY~~our ~~UNDER~~primary ~~THE~~treasury ~~INVESTMENT~~reserve ~~COMPANY~~assets ~~ACT~~on OFan ~~1940~~ongoing ~~AND~~basis, ~~STOCKHOLDERS~~subject DOto ~~NOT~~market ~~HAVE~~conditions ~~THE~~and ~~PROTECTIONS~~our ~~ASSOCIATED~~anticipated ~~WITH~~cash ~~OWNERSHIP~~needs. OFOur ~~SHARES~~strategy INincludes Aacquiring ~~REGISTERED~~and/or ~~INVESTMENT~~holding ~~COMPANY~~bitcoin, ~~NOR~~using ~~THE~~cash ~~PROTECTIONS~~flows ~~AFFORDED~~that BYexceed ~~THE~~working ~~COMMODITIES~~capital ~~EXCHANGE~~requirements, ~~ACT~~and from time to time, subject to market conditions, issuing equity or debt securities or engaging in other capital raising transactions with the objective of using a portion of the proceeds to purchase bitcoin. We view our bitcoin holdings as long term holdings and will continue to assess the merits of accumulating additional bitcoin. We have not set any specific target for the amount of bitcoin we seek to hold, and we will continue to monitor market conditions to determine whether to engage in additional bitcoin purchases. This overall strategy also contemplates that we may periodically sell bitcoin for general corporate purposes or in connection with strategies that generate tax benefits in accordance with applicable law, enter into additional capital raising transactions, including those that could be collateralized by our bitcoin holdings, and consider pursuing strategies to create income streams or otherwise generate funds using our bitcoin holdings. We may from time to time engage in hedging strategies as part of our treasury management operations if deemed appropriate. We reserve the right to update and alter our treasury strategy from time to time.

InWe ~~December~~believe ~~2024,~~that ~~we adopted~~ bitcoin asis ~~our~~a ~~primary~~reliable ~~treasury~~store ~~reserve~~of ~~asset~~value onand ana ~~ongoing~~compelling ~~basis,~~investment ~~subject~~given toits ~~market~~unique ~~conditions~~characteristics ~~and~~as ~~our~~a ~~anticipated~~scarce ~~cash needs. Our strategy includes acquiring~~ and ~~holding~~finite ~~bitcoin~~asset ~~using~~that ~~cash~~can ~~flows~~serve ~~that~~as ~~exceed~~a ~~working~~reasonable ~~capital~~inflation ~~requirements,~~hedge and ~~from~~safe ~~time~~haven toamid ~~time~~global instability, ~~subject~~currency todevaluation ~~market~~and ~~conditions,~~shifts ~~issuing~~in ~~equity~~monetary orpolicy. ~~debt~~We ~~securities~~believe orthat ~~engaging~~a insubstantial ~~other~~portion ~~capital~~of ~~raising~~bitcoin’s ~~transactions~~historical ~~with~~value ~~the~~appreciation ~~objective~~is ofattributable ~~using~~to the ~~proceeds~~view tothat ~~purchase~~ bitcoin. ~~For~~is ~~example,~~or wewill ~~began~~become ~~issuing~~a ~~shares~~reliable ~~under~~store anof ~~“at-the-market”~~value. ~~offering~~Like ~~program~~gold, inbitcoin ~~the~~is ~~second~~also ~~half~~viewed ofas ~~2024,~~a ~~and~~scarce ~~used~~asset; ~~proceeds from~~ the ~~capital~~ultimate ~~markets~~supply ~~transaction~~of ~~to acquire additional~~ bitcoin. Weis ~~view~~limited ~~our~~to ~~bitcoin~~21 ~~holdings~~million ascoins, ~~long term holdings~~ and ~~expect~~approximately to95% ~~continue~~of toits ~~accumulate~~supply ~~bitcoin~~already exists. We ~~have~~believe ~~not~~that ~~set~~bitcoin’s ~~any~~finite, ~~specific~~digital ~~target~~and ~~for~~decentralized ~~the~~nature ~~amount~~as ofwell ~~bitcoin~~as weits ~~seek~~architectural toresilience ~~hold,~~make ~~and~~it wea ~~will~~compelling ~~continue~~investment. toWe ~~monitor~~believe ~~market~~that ~~conditions~~the ingrowing ~~determining~~global ~~whether~~acceptance toand ~~engage~~“institutionalization” inof ~~additional~~ bitcoin ~~purchases.~~supports ~~This~~our ~~overall~~view ~~strategy also contemplates~~ that webitcoin ~~may~~is ~~periodically~~a ~~sell~~reliable ~~bitcoin~~store ~~for~~of ~~general~~value. ~~corporate~~We ~~purposes~~believe orthat inbitcoin’s ~~connection~~unique ~~with~~attributes ~~strategies~~discussed ~~that~~above ~~generate~~not ~~tax~~only ~~benefits~~differentiate init ~~accordance~~from ~~with~~fiat ~~applicable law~~money, ~~enter~~but ~~into~~also ~~additional~~from ~~capital~~other ~~raising~~cryptocurrency ~~transactions~~assets, ~~including~~and ~~those~~for that ~~could be collateralized by our bitcoin holdings~~reason, ~~and~~we ~~consider~~have ~~pursuing~~no ~~strategies~~plans to ~~create~~purchase ~~income streams~~ or ~~otherwise~~hold ~~generate~~cryptocurrency ~~funds~~assets ~~using~~other ~~our~~than bitcoin ~~holdings~~.

~~This~~We ~~section~~are ~~summarizes~~encouraged ~~our~~by ~~current treasury strategy for bitcoin, including our bitcoin holdings, trading execution, custody, storage, and accounting considerations. We reserve~~ the ~~right~~growing to update and alter our treasury strategy from time to time. We view bitcoin as a reliable store of value and a compelling investment. We believe it has unique characteristics as a scarce and finite asset that can serve as a reasonable inflation hedge and safe haven amid global ~~instability.~~acceptance Bitcoin is often compared to gold, which has been viewed as a dependable store of value throughout history. Gold’s value has appreciated substantially over time. For example, 25 years ago, the price of gold was approximately $500 per ounce. In 2024, the price of gold has traded higher than $2,700 per ounce. As of December 31, 2024, the total market capitalization of gold was approximately $18.0 trillion compared to approximately $1.9 trillion for bitcoin. Bitcoin is a highly volatile asset that has traded below $51,800 per bitcoin and ~~above~~“institutionalization” ~~$106,000 per bitcoin on Coinbase in the 12 months preceding the filing date~~ of ~~this annual report on Form 10-K. While highly volatile,~~ bitcoin’s ~~price~~reflected ~~has~~by ~~also appreciated significantly since bitcoin’s inception in January 2009 (at zero per bitcoin). We believe that a substantial portion of bitcoin’s appreciation is attributable to~~ the ~~view~~Securities ~~that bitcoin is or will become a reliable store of value. Like gold, bitcoin is also viewed as a scarce asset; the ultimate supply of bitcoin is limited to 21 million coins~~ and ~~approximately~~Exchange ~~94% of its supply already exists. We believe that bitcoin~~Commission’s ~~finite,~~approval digital and decentralized nature as well as its architectural resilience make it preferable to gold, which, as noted above, has a market capitalization over 10 times higher than the market capitalization of bitcoin asexchange-traded ~~of December 31, 2024~~funds. ~~Given~~These ~~our~~funds ~~belief~~have ~~that~~reported ~~bitcoin~~billions ~~is a comparable and possibly better store~~ of ~~value~~dollars ~~than gold, we believe that bitcoin has the potential to approach or exceed the value~~ of ~~gold~~net ~~over time. Given the substantial gap in value between gold and bitcoin based on current market capitalization~~inflows, wewith ~~believe~~investments ~~that~~from bitcoin has the potential to generate outsize returns as it gains increasing acceptance as “digital gold.” We believe that the growing global acceptance and “institutionalization” of bitcoin supports our view that bitcoin is a ~~reliable~~large ~~store~~number of ~~value. We believe that bitcoin’s unique attributes discussed above not only differentiate it from fiat money~~institutions, ~~but~~including ~~also~~global ~~from other cryptocurrency assets~~banks, ~~and for that reason~~pensions, weendowments ~~have~~and noregistered ~~plans~~investment ~~to purchase cryptocurrency assets other than bitcoin~~advisors.

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Institutionalization of Bitcoin

We are encouraged by the growing global acceptance and “institutionalization” of bitcoin - reflected by the January 2024 Securities and Exchange Commission, or SEC, approval of 11 bitcoin exchange-traded funds. These funds have reported billions of dollars of net inflows, with investments from a large number of institutions, including global banks, pensions, endowments and registered investment advisors. It is currently estimated that more than 10% of all bitcoins are now held by institutions.

Our Bitcoin Holdings

As of December 31, ~~2024~~2025, we ~~purchased~~held a total of ~~217~~1,000.1899 bitcoins that were acquired at an aggregate purchase price of approximately $21100.7 million for an average purchase price of approximately $96100,~~694~~600 per bitcoin, inclusive of fees and expenses. We did not sell any bitcoin during ~~2024~~2025. During the period January 1, ~~2025~~2026 and March 27, ~~2025~~2026, we ~~purchased~~did anot ~~total of approximately 449.45 bitcoins at an aggregate~~ purchase ~~price~~any ~~of approximately $44 million for an average purchase price of approximately $99,008 per~~ bitcoin. See Note 3-Digital Assets to our consolidated financial statements included in Part IV Item 15 of this ~~annual~~Annual ~~report~~Report in Form 10-K for further information regarding our bitcoin purchases.

As of March 27, ~~2025~~2026, we held approximately ~~666~~1,000.6399 bitcoins that were acquired at an aggregate purchase price of $65100.7 million and an average purchase price of approximately $98100,~~255~~600 per bitcoin, inclusive of fees and expenses. Additionally, 281.4872 bitcoins acquired by us were through mining operations that we have leased. The per bitcoin price for each such coin mined was approximately $84103,~~225~~545. For details of the lease, please see Section “~~Recent~~Management’s ~~Developments~~Discussion –and ~~Bitcoin~~Analysis ~~Strategy”~~of onFinancial ~~page~~Condition 46and Results of Operations—Recent Developments—Bitcoin Strategy”. As of March 27, ~~2025~~2026, the market price of one bitcoin ~~reported on the Coinbase exchange (our principal market)~~ was $8765,~~209~~995.

~~Accounting~~Our Bitcoin Mining Acquisition Strategy

~~Bitcoin~~Beginning ~~accounting~~in ~~guidance~~March ~~has~~2025, ~~been~~the ~~evolving.~~Company ~~According~~expanded toits ~~the~~bitcoin ~~American~~treasury ~~Institute~~strategy ofto ~~Certified~~include ~~Public~~BTC ~~Accountants~~mining ~~“Accounting~~operations. ~~for~~Management ~~and~~determined ~~auditing~~that ofparticipating ~~Digital~~in ~~Assets~~mining ~~practice~~activities ~~aid,”~~could ~~bitcoin~~(i) ~~would~~increase ~~satisfy~~BTC ~~the~~holdings ~~definition~~through ofinternally angenerated ~~indefinite-lived~~production, ~~intangible~~(ii) ~~asset~~provide ~~and~~potential ~~would~~exposure beto ~~accounted~~favorable ~~for~~mining ~~under~~economics, ~~ASC~~and ~~350,~~(iii) ~~Intangibles~~enhance long-term ~~Goodwill~~treasury ~~and~~value ~~Other~~through ~~issued~~vertical byparticipation in the ~~Financial~~bitcoin ~~Accounting~~ecosystem. ~~Standards~~The ~~Board,~~Company’s ormining ~~FASB.~~activities ~~Under~~are ~~these~~conducted ~~guidelines,~~pursuant ~~bitcoin~~to ~~holdings~~fixed-term ~~would~~machine belease ~~accounted~~agreements. ~~for~~The ~~initially~~Company atleases ~~cost~~digital ~~and~~asset ~~subject~~mining toequipment, ~~impairment~~which ~~losses~~provides ifhash ~~their~~to ~~fair~~a ~~value~~mining ~~fell~~pool ~~below~~operator. ~~carrying~~The ~~value.~~Company Inderives ~~December~~a ~~2023,~~portion ~~the~~of ~~FASB~~its ~~issued~~revenue ~~Accounting~~from ~~Standards~~its ~~Update~~digital ~~No.~~asset ~~2023-08,~~mining ~~Accounting~~activities ~~for~~by ~~and~~providing ~~Disclosure~~hash as part of ~~Crypto~~transaction ~~Assets~~verification ~~(ASU~~services ~~2023-08)~~within the digital currency networks of cryptocurrencies, ~~which~~such ~~revised~~as ~~bitcoin~~BTC, ~~accounting~~commonly ~~treatment~~termed “cryptocurrency mining.” ~~Under~~In ~~this~~consideration ~~new~~for ~~guidance~~these services, the ~~valuation~~Company ofreceives ~~bitcoin~~digital isrewards towhich beare ~~measured~~recorded as revenue, based on ~~fair~~the ~~value~~daily amount of BTC earned.

~~Hedging Strategy~~8

WeTable ~~do not currently intend to hedge our bitcoin holdings and have not adopted a hedging strategy with respect to bitcoin. However, we may from time to time engage in hedging strategies as part~~ of ~~our treasury management operations if deemed appropriate.~~Contents

Execution of Bitcoin Transactions

We have purchased bitcoin through multiple bitcoin trade orders executed on the Coinbase exchange. We may also in the future acquire or dispose of bitcoin or implement hedging or income generating strategies via multiple trade executions, or liquidity providers, who may also serve as custodians of our bitcoin. Our liquidity providers and custodians, or our BTC Service Providers, are regulated and licensed entities that operate under high security, regulatory, audit and governance standards. We may transact with multiple BTC Service Providers for ~~both~~ trade execution, hedging strategies, income generating strategies and custodial services to spread our risk and to limit our exposure to any single service provider or counterparty.

In selecting our liquidity providers, we evaluated regulatory status, pricing, annual trading volume, security and customer service. Our current agreement with our liquidity provider is non-exclusive, may be terminated by us at any time, does not impose any requirements for minimum purchases or volumes with such provider, and generally provides that we are responsible for the costs associated with transfers of bitcoin.

Custody of our Bitcoin

We currently hold and intend to continue to hold all of our bitcoin in a custodial account at a U.S. based, institutional-grade custodian (who may hold our bitcoin in the United States or other territories) that has demonstrated records of regulatory compliance and information security. Our custodian may also serve as a liquidity provider. AsWe ~~of December 31, 2024, we~~ have entered into a custodial agreement with Coinbase, Inc., acting for itself and on behalf of Coinbase Custody Trust Company, LLC, Coinbase Custody International Ltd., and Coinbase Credit, Inc., or Coinbase. We carefully selected our custodian after undertaking a due diligence process pursuant to which we evaluated, among other things, the quality of their security protocols, including the multifactor and other authentication procedures designed to safekeep our bitcoin that they may employ, as well as other security, regulatory, audit and governance standards. As we further execute on our strategy, we may include additional custodians. For a discussion of risks relating to the custody of our bitcoin, see Item 1A. “Risk Factors – Risks Related to Our Bitcoin Treasury Strategy and Holdings – Our bitcoin treasury strategy exposes us to various risks associated with bitcoin,” and “– Our bitcoin treasury strategy exposes us to risk of non-performance by counterparties.”

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We carefully selected our custodian after undertaking a due diligence process pursuant to which we evaluated, among other things, the quality of their security protocols, including the multifactor and other authentication procedures designed to safekeep our bitcoin that they may employ, as well as other security, regulatory, audit and governance standards. Our custodian is required to hold our bitcoin in trust for our benefit in segregated accounts which are not commingled with their assets or the assets of its affiliates or other clients. Should we enter into custodial agreements with additional custodians, such agreements may not prohibit such custodians from commingling our bitcoin with the digital assets of others. Our custodial agreement with Coinbase Custody provides that Coinbase Custody will hold our bitcoin in an online “hot” wallet until it receives an instruction from us to effectuate a transfer of our bitcoin into cold storage. Cold storage is designed to mitigate risks that a system may be susceptible to when connected to the internet, including the risks associated with unauthorized network access and cyberattacks.

Our custodian has access to the private key information associated with our bitcoin, or private keys, and it deploys security measures to secure our bitcoin holdings such as advanced encryption technologies, multi-factor identification, and a policy of storing our private keys in redundant, secure and geographically dispersed facilities. We never store, view or directly access our private keys. The operational procedures of our custodian are reviewed periodically by third-party advisors. All movement of our bitcoin by our custodian is coordinated, monitored and audited. Our custodian’s procedures to prove control over the digital assets it holds in custody are also examined by their auditors. Going forward, we intend to periodically verify our bitcoin holdings by reconciling our custodial service ledgers to the public blockchain. Our custodial agreement is terminable by us at any time, for any or no reason, upon advance notice given to the custodian.

Risk Mitigation Practices Related to Our Liquidity and Custodial Arrangements

We believe that our primary counterparty risk with respect to our bitcoin holdings is performance obligations under our various custody arrangements. We may custody our bitcoin with multiple custodians to diversify our potential risk exposure to any one custodian. Our custodial services contracts do not restrict our ability to reallocate our bitcoin or require us to hold a minimum amount of bitcoin with any particular custodian. Our bitcoin holdings may be concentrated with a single custodian from time to time, particularly as we negotiate new arrangements or move our assets among our various service providers.

As regulated entities, our BTC Service Providers have policies, procedures and controls designed to comply with the Bank Secrecy Act, as amended by the USA PATRIOT Act, the implementing regulations of the U.S. Treasury Department’s FinCEN, the Executive Orders and economic sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control, or OFAC, as well as state Anti-Money Laundering, or AML laws. Pursuant to these policies, procedures and controls, our BTC Service Providers use information systems developed in-house and by third-party vendors to conduct know your customer, or KYC, identification verification, background checks and other due diligence on counterparties and customers, and on the affiliates, related persons and authorized representatives of their customers, and to screen these parties against published sanctions lists. These checks may, where appropriate, assess financial strength, reputation, trading capabilities and other risks that may be associated with a given customer or counterparty. Our BTC Service Providers perform these checks and screenings during initial onboarding or in advance of a transaction, as applicable, and periodically thereafter, particularly when the sanctions lists that they monitor are updated. Our BTC Service Providers also utilize systems that monitor and screen blockchain transactions and digital wallet addresses in their efforts to detect and report suspicious or unlawful activity.

We have engaged certain third-party bitcoin consultants to assist the Company in its due diligence process when selecting BTC service providers. The due diligence involves giving consideration to their reputation and security level, confirming their internal compliance with applicable laws and regulations and ensuring their undertakings of contractual obligations on compliance. With respect to our custodian, we also intend to conduct due diligence reviews during the custodial relationship to monitor the safekeeping of our bitcoin. As part of our process, we may obtain and review our custodian’s services organization controls reports if available. We are also contractually entitled to review our custodian’s relevant internal controls through a variety of methods. We expect to conduct in the future, supplemental due diligence when we believe it is warranted by market circumstances or otherwise. We negotiate liability provisions in our custodial contracts pursuant to which our custodian is held liable for failure to safekeep our bitcoin. For example, our custodial agreement with Coinbase Custody provides that Coinbase Custody will be liable to us for up to an amount equal to the greater of the aggregate amount of fees paid in the 12 month period preceding a liability event or the value, at the time of a liability event, of the supported digital assets in our vault account that are directly affected by the liability event, in either case subject to a cap of $100 million. In addition to custodial arrangements, we also intend to utilize affiliates of our bitcoin custodian to execute bitcoin acquisition and disposition transactions on our behalf (who may be our liquidity providers).

We also negotiate specific contractual terms and conditions with our custodian that we believe will help establish, under existing law, that our property interest in the bitcoin held by our custodian is not subject to the claims of the custodian’s creditors in the event the custodian enters bankruptcy, receivership or similar insolvency proceedings. Our current custodian, and intended future custodians,

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are U.S. based and are subject to U.S. regulatory regimes intended to protect customers in the event that a custodian enters bankruptcy, receivership or similar insolvency proceedings. Our custodian is required to comply with the Bank Secrecy Act, as amended by the USA PATRIOT Act, the implementing regulations of the U.S. Treasury Department’s FinCEN, the Executive Orders and economic sanctions regulations administered by the OFAC, as well as state AML laws. However, applicable insolvency law is not fully developed with respect to the holding of digital assets in custodial accounts. If our custodially-held bitcoin were nevertheless considered to be the property of our custodian’s estates in the event that the custodian were to enter bankruptcy, receivership or similar insolvency proceedings, we could be treated as a general unsecured creditor of such custodian, inhibiting our ability to exercise ownership rights with respect to such bitcoin and this may ultimately result in the loss of the value related to some or all of such bitcoin. Even if we are able to prevent our bitcoin from being considered the property of the custodian’s bankruptcy estate as part of an insolvency proceeding, it is possible that we would still be delayed or may otherwise experience difficulty in accessing our bitcoin held by the affected custodian during the pendency of the insolvency proceedings. Additionally, the bitcoin we hold with our custodian and transact with our trade execution partners does not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.

Regardless of efforts we have made to securely store and safeguard assets, there can be no assurance that our crypto assets will not be subject to loss or other misappropriation. Although our custodian is required to carry an insurance policy to cover losses for commercial crimes such as asset theft and other covered losses, such policy limits may be shared among all of their affected customers and be subject to various limitations and exclusions (such as if a loss arises due to our failure to protect our login credentials and devices). As such, the insurance that covers losses of our bitcoin holdings may cover only a small fraction of the value of the entirety of our bitcoin holdings, and there can be no guarantee that our custodian will maintain such insurance policies or that such policies will cover any or all of our losses with respect to our bitcoin. For a discussion of risks relating to the custody of our bitcoin, see Item 1A. “Risk Factors – Risks Related to Our Bitcoin Treasury Strategy and Holdings – Our bitcoin treasury strategy exposes us to various risks associated with bitcoin,” and “– Our bitcoin treasury strategy exposes us to risk of non-performance by counterparties.”

Bitcoin Regulation

The laws and regulations applicable to bitcoin and digital assets are evolving and subject to interpretation and change. Governments around the world have reacted differently to digital assets; certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while in some jurisdictions, such as the United States, digital assets are subject to overlapping, uncertain and evolving regulatory requirements.

~~Governments~~As ~~around~~digital assets have grown in both popularity and market size, the ~~world~~U.S. Executive Branch, Congress and multiple federal and state agencies have ~~reacted~~been ~~differently~~examining the operations of digital asset networks, digital asset users and digital asset exchanges, with particular focus on the extent to which digital assets; ~~certain~~can ~~governments~~be ~~have~~used ~~deemed~~to ~~them~~violate state or federal laws, including to facilitate the laundering of proceeds of illegal activities or the funding of criminal or terrorist enterprises, and ~~others~~the ~~have~~safety ~~allowed~~and ~~their~~soundness ~~use~~ and ~~trade~~consumer-protective ~~without~~safeguards ~~restriction,~~of ~~while~~exchanges inor ~~some~~other ~~jurisdictions~~service-providers that hold, ~~such~~transfer, astrade or exchange digital assets for users. Many of these state and federal agencies have issued consumer advisories regarding the ~~United~~risks ~~States,~~posed by digital assets ~~are~~to ~~subject~~investors. toIn ~~overlapping~~addition, ~~uncertain~~federal and ~~evolving~~state ~~regulatory~~agencies, and other countries have issued rules or guidance regarding the treatment of digital asset transactions and requirements for businesses engaged in activities related to digital assets.

AsDepending ~~digital~~on ~~assets have grown in both popularity and market size,~~ the ~~U.S.~~regulatory ~~Executive~~characterization ~~Branch, Congress and a number~~ of ~~U.S. federal and state agencies~~bitcoin, ~~including~~ the ~~Financial~~markets ~~Crimes~~for ~~Enforcement~~bitcoin ~~Network,~~in ~~the CFTC~~general, ~~the~~our ~~SEC,~~business ~~the~~and ~~Financial~~our ~~Industry~~bitcoin ~~Regulatory~~treasury ~~Authority,~~strategy ~~the~~may ~~Consumer~~be ~~Financial~~subject ~~Protection~~to ~~Bureau,~~regulation ~~the~~by ~~Department~~one ofor ~~Justice,~~more ~~the~~regulators ~~Department~~in ~~of Homeland Security,~~ the ~~Federal~~United ~~Bureau~~States ofand ~~Investigation,~~globally. ~~the~~Ongoing ~~IRS~~ and ~~state~~future ~~financial~~regulatory ~~regulators,~~actions ~~have~~may ~~been~~alter ~~examining~~to ~~the~~a ~~operations~~materially ofadverse ~~digital~~extent ~~asset networks, digital asset users and digital asset exchanges, with particular focus on~~ the ~~extent~~nature toof ~~which~~ digital assets ~~can be used to violate state or federal laws~~markets, ~~including to facilitate~~ the ~~laundering~~participation of ~~proceeds~~industry ~~of illegal activities or the funding of criminal or terrorist enterprises~~participants, ~~and~~including ~~the~~service ~~safety~~providers and ~~soundness~~financial ~~and~~institutions ~~consumer-protective~~in ~~safeguards~~these ~~of exchanges or other service-providers that hold~~markets, ~~transfer, trade or exchange digital assets for users. Many of these state~~ and ~~federal~~our ~~agencies~~ability ~~have issued consumer advisories regarding the risks posed by digital assets~~ to ~~investors.~~pursue Inour ~~addition,~~bitcoin ~~federal~~treasury and state agencies, and other countries have issued rules or guidance regarding the treatment of digital asset transactions and requirements for businesses engaged in activities related to digital assetsstrategy.

Depending on the regulatory characterization of bitcoin, the markets for bitcoin in general, and our activities in particular, our business and our bitcoin acquisition strategy may be subject to regulation by one or more regulators in the United States and globally. Ongoing and future regulatory actions may alter, to a materially adverse extent, the nature of digital assets markets, the participation of industry participants, including service providers and financial institutions in these markets, and our ability to pursue our bitcoin strategy. Additionally, U.S. state and federal and foreign regulators and legislatures have taken action against industry participants, including digital assets businesses, and enacted restrictive regimes in response to adverse publicity arising from hacks, consumer harm, or criminal activity stemming from digital assets activity. U.S. federal and state energy regulatory authorities are also monitoring the total electricity consumption of cryptocurrency mining, and the potential impacts of cryptocurrency mining to the supply and dispatch functionality of the wholesale grid and retail distribution systems. Many state legislative bodies have passed, or are actively considering, legislation to address the impact of cryptocurrency mining in their respective states.

The ~~CFTC~~SEC ~~takes~~and its staff have taken the position that ~~some~~certain other digital assets, ~~including bitcoin,~~ fall within the definition of a “~~commodity~~security” under the ~~Commodities~~U.S. ~~Exchange~~federal ~~Act~~securities ~~of 1936, as amended, or CEA~~laws. ~~Under~~Public ~~the~~statements ~~CEA,~~made ~~the~~by ~~CFTC~~senior ~~has~~officials ~~broad enforcement authority to police market manipulation~~ and ~~fraud~~senior inmembers ~~spot~~of ~~digital~~the ~~assets~~staff ~~markets~~at inthe ~~which~~SEC weindicate ~~may~~that ~~transact. Beyond instances of fraud or manipulation,~~ the ~~CFTC~~SEC

219

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~~generally~~ does not ~~oversee~~consider ~~cash~~bitcoin orto ~~spot~~be ~~market~~a ~~exchanges~~security orunder ~~transactions~~the ~~involving~~federal ~~digital~~securities ~~asset~~laws. ~~commodities that do not utilize margin~~However, ~~leverage,~~such orstatements ~~financing.~~are Innot ~~addition,~~official ~~CFTC~~policy ~~regulations~~statements ~~and~~by ~~CFTC~~the ~~oversight~~SEC and ~~enforcement~~reflect ~~authority~~only ~~apply~~the ~~with~~speakers’ ~~respect to futures~~views, ~~swaps,~~which ~~other~~are ~~derivative~~not ~~products~~binding ~~and~~on ~~certain~~the ~~retail~~SEC ~~leveraged~~or ~~commodity~~any ~~transactions~~other ~~involving~~agency ~~digital~~or ~~asset~~court ~~commodities,~~and ~~including~~cannot ~~the~~be ~~markets~~generalized onto ~~which~~any ~~these~~other ~~products~~digital ~~trade~~assets.

~~The~~Activities ~~SEC~~involving bitcoin and ~~its staff have taken the position that certain~~ other digital assets may fall within the ~~definition~~jurisdiction of amore ~~“security”~~than ~~under~~one ~~the~~financial ~~U.S.~~regulator ~~federal~~and ~~securities~~various ~~laws.~~courts ~~Public statements made by senior officials~~ and ~~senior~~such ~~members of the staff at the SEC indicate that the SEC does not consider bitcoin to be a security under the federal securities~~ laws, and ~~the~~regulations ~~approval~~are ofrapidly ~~the~~evolving ~~spot~~and ~~bitcoin~~increasing ~~ETPs~~in ~~support~~scope. ~~this~~In ~~view.~~January ~~However~~2025, ~~such~~an ~~statements~~executive ~~are~~order ~~not~~was ~~official~~issued ~~policy~~that ~~statements~~revoked by the ~~SEC~~prior ~~and reflect only the speakers~~administration’s ~~views,~~executive ~~which~~order ~~are not binding on the SEC or any other agency or court~~ and ~~cannot~~Treasury beDepartment’s ~~generalized to any other digital assets. In addition~~framework, inand ~~January~~established ~~2025,~~ the ~~SEC~~Presidential ~~acting~~Working ~~Chairman~~Group ~~announced~~on aDigital ~~new~~Asset ~~Crypto~~Markets ~~Task~~that ~~Force~~will ~~dedicated~~be totasked with developing a ~~comprehensive~~federal ~~and clear~~ regulatory framework ~~for~~governing digital assets.

InThe ~~addition,~~SEC ~~because~~also ~~transactions~~established ~~in bitcoin provide~~ a ~~degree~~Crypto ofTask ~~anonymity,~~Force ~~they~~in ~~are~~furtherance ~~susceptible~~of tothese ~~misuse~~objectives. ~~for~~Among ~~criminal~~other ~~activities~~things, ~~such~~the asCrypto ~~money~~Task ~~laundering.~~Force ~~This~~is ~~misuse,~~charged orwith ~~the~~helping ~~perception~~to ofdraw ~~such~~clear ~~misuse,~~regulatory ~~could~~lines ~~lead~~and to ~~greater~~appropriately ~~regulatory~~distinguish ~~oversight~~securities offrom ~~bitcoin~~non-securities. ~~and~~The ~~bitcoin~~work ~~platforms,~~of ~~and there is~~ the ~~possibility~~Crypto ~~that~~Task ~~law~~Force ~~enforcement~~is ~~agencies~~in ~~could~~its ~~close~~early ~~bitcoin~~stages ~~platforms~~and orit ~~other~~is ~~bitcoin-related~~not ~~infrastructure~~yet ~~with~~clear ~~little~~whether orit nowill ~~notice~~result ~~and~~in ~~prevent~~material ~~users~~changes ~~from~~to ~~accessing~~the orexisting ~~retrieving~~regulatory ~~bitcoin~~framework ~~held~~of ~~via~~digital ~~such platforms or infrastructure~~assets. ~~For~~In ~~example~~addition, aCongress ~~January~~has ~~2021~~considered ~~nomination~~legislation ~~hearing~~to ~~before~~establish ~~the~~additional ~~Senate~~regulation ~~Finance~~and ~~Committee,~~oversight itof ~~was noted that cryptocurrencies have~~ the ~~potential~~digital toasset ~~improve~~markets. ~~the~~The ~~efficiency~~GENIUS ofAct ~~the~~(Guiding ~~financial~~and ~~system~~Establishing ~~but~~National ~~that~~Innovation ~~they~~for ~~can~~US beStablecoins ~~used to finance terrorism~~Act), ~~facilitate~~which ~~money~~regulates ~~laundering~~payment stablecoins, ~~and~~was ~~support~~signed ~~activities~~into ~~that~~law ~~threaten~~in UJuly 2025.S. ~~national~~The ~~security~~Digital ~~interests~~Asset ~~and~~Market ~~the~~Clarity ~~integrity~~Act of ~~the~~2025 U(H.SR. ~~and~~3633), ~~international~~which ~~financial~~establishes ~~systems.~~a ~~The~~framework ~~OFAC~~for ~~has~~digital ~~issued~~assets, ~~updated~~passed ~~advisories regarding~~ the ~~use~~U.S. House of ~~virtual~~Representatives ~~currencies,~~in ~~added~~July a2025. ~~number~~This ofbill ~~digital~~distinguishes ~~asset~~between ~~exchanges~~digital commodities and ~~service~~digital ~~providers~~securities, ~~to the Specially Designated Nationals~~ and ~~Blocked~~provides ~~Persons~~the ~~list~~CFTC ~~and~~with ~~engaged~~jurisdiction into ~~several~~oversee ~~enforcement~~digital ~~actions~~commodities, ~~including~~exchanges aand ~~series~~brokers. As of ~~enforcement~~January ~~actions~~2026, ~~that~~the ~~have~~U.S. ~~either~~Senate ~~shut~~is ~~down~~considering orits ~~significantly~~own ~~curtailed~~legislation ~~the~~to ~~operations~~establish ofa ~~several~~framework ~~smaller~~for digital asset ~~exchanges associated with Russian and/or North Korean nationals~~markets.

~~Activities~~Many ~~involving~~state ~~bitcoin~~ and ~~other~~federal ~~digital~~agencies ~~assets~~have ~~may~~issued ~~fall~~consumer ~~within~~advisories regarding the ~~jurisdiction~~risks ofposed ~~more~~by ~~than~~crypto ~~one~~assets ~~financial~~to ~~regulator~~investors. ~~and~~In ~~various~~addition, ~~courts~~federal and ~~such~~state ~~laws~~agencies, and ~~regulations~~other ~~are~~countries ~~rapidly~~have ~~evolving~~issued ~~and~~rules ~~increasing~~or inguidance ~~scope.~~about Onthe ~~March~~treatment 9,of ~~2022,~~crypto anasset ~~executive~~transactions ~~order~~or ~~relating~~requirements tofor ~~cryptocurrencies~~businesses ~~was~~engaged ~~signed.~~in ~~While~~activities ~~the~~related ~~executive~~to ~~order~~crypto ~~did~~assets. ~~not~~Depending ~~mandate~~on the ~~adoption~~regulatory characterization of ~~any~~the ~~specific~~bitcoin ~~regulations~~we mine, itthe ~~instructed~~markets ~~various~~for ~~federal~~bitcoin ~~agencies~~in togeneral, ~~consider~~and ~~potential~~our ~~regulatory~~activities ~~measures~~in particular, ~~including~~we ~~the~~may ~~evaluation~~be ofsubject ~~the~~to ~~creation~~one ofor amore ~~U.S.~~regulators ~~CBDC.~~in Onthe ~~September~~United ~~16,~~States ~~2022,~~and ~~the~~globally. ~~White~~Ongoing ~~House~~and ~~released~~future aregulatory ~~framework~~actions ~~for~~may ~~digital asset development~~alter, ~~based~~perhaps onto ~~reports~~a ~~from~~materially ~~various~~adverse ~~government agencies~~extent, ~~including~~ the ~~U.S.~~nature ~~Department~~ of ~~Treasury,~~crypto ~~the~~asset ~~Department~~markets ~~of Justice,~~ and ~~the~~our ~~Department~~crypto ofasset ~~Commerce~~operations. ~~Among other things~~Additionally, ~~the~~U.S. ~~framework~~state ~~encourages~~and ~~regulators to pursue enforcement actions~~federal, ~~issue guidance~~ and ~~rules~~foreign toregulators ~~address current~~ and ~~emergent~~legislatures ~~risks,~~have ~~support~~taken ~~the~~action ~~development~~against ~~and~~crypto ~~use~~asset ofbusinesses ~~innovative~~or ~~technologies~~enacted byrestrictive ~~payment~~regimes ~~providers~~in response to ~~increase~~adverse ~~access~~publicity toarising ~~instant~~from ~~payments~~hacks, ~~consider~~consumer ~~creating~~harm, aor ~~federal~~criminal ~~framework~~activity tostemming ~~regulate~~from ~~nonbank~~crypto ~~payment~~asset ~~providers,~~activity. ~~and~~There ~~evaluate~~is ~~whether~~also toincreasing ~~call~~attention ~~upon~~being ~~Congress~~paid toby ~~amend~~U.S. ~~the~~federal ~~Bank Secrecy Act~~ and ~~laws~~state ~~against~~energy ~~unlicensed~~regulatory ~~money~~authorities ~~transmission~~as tothe ~~apply~~total ~~explicitly~~load toof ~~digital~~crypto ~~asset~~mining ~~service~~grows ~~providers.~~and ~~There~~potentially ~~have~~alters ~~also~~the ~~been~~supply ~~several~~and ~~bills~~dispatch ~~introduced~~functionality inof ~~Congress~~the ~~that~~wholesale ~~propose~~grid toand ~~establish~~retail ~~additional~~distribution ~~regulation~~systems. ~~and~~Many ~~oversight~~state oflegislative ~~the~~bodies ~~digital~~are ~~asset~~also ~~markets.~~actively ~~With~~reviewing the ~~recent~~impact ~~change~~of crypto mining in ~~the~~their Urespective states.S. ~~administration~~Currently, ~~there~~it is ~~uncertainty~~unclear ~~about~~how future ~~regulatory~~legislation ~~oversight~~ and ~~enforcement~~regulation ~~and~~will ~~what~~affect ~~rules~~our ~~and~~bitcoin ~~regulations~~mining ~~may ultimately govern~~operations. ~~For~~The ~~example,~~course inof ~~January~~future ~~2025,~~legislation anand ~~executive~~regulation ~~order~~in ~~was issued that revoked~~ the ~~prior~~United ~~administration's~~States ~~executive~~remains ~~order~~difficult ~~and~~to ~~Treasury Department's framework~~predict, and ~~established~~potential ~~the~~increased ~~Presidential~~costs ~~Working~~associated ~~Group~~with onnew ~~Digital~~legislation ~~Asset~~or ~~Markets~~regulation ~~that~~cannot ~~will~~ be ~~tasked~~predicted ~~with~~at ~~developing~~this ~~a federal regulatory framework governing digital assets~~time.

ITEM 1A. RISK FACTORS

An investment in the Company’s common stock involves a high degree of risk. In determining whether to purchase the Company’s common stock, an investor should carefully consider all of the material risks described below, together with the other information contained in this report before deciding to purchase the Company’s securities. An investor should only purchase the Company’s securities if he or she can afford to suffer the loss of his or her entire investment.

Risks Related to Our Business and Our Industry

We are a young company with a limited operating history, making it difficult for you to evaluate our business and your investment.

~~KULR~~We ~~was~~are ~~formed~~an inearly-stage ~~2015~~company ~~and~~with ~~KTC was formed in 2013. The Company, as a whole, has~~ limited operating history. We have not yet demonstrated sales of products at a level capable of covering our fixed expenses. Since inception, we have demonstrated limited capability to produce sufficient materials to generate the ongoing revenues necessary to sustain our operations in the long-term., ~~Nor~~nor have we demonstrated the ability to generate sufficient sales to sustain the business. There can be no assurance that ~~the~~we ~~Company~~ will ever produce a profit.

22Many of our products represent new products that have not yet been fully tested in commercial product settings and for which manufacturing operations have not yet been fully scaled. This means that investors are subject to all the risks incident to the creation and development of multiple new products and their associated manufacturing processes, and each investor should be prepared to withstand a complete loss of their investment.

Because we are subject to these uncertainties, there may be risks that management has failed to anticipate, and you may have a difficult time evaluating our business and your investment in us. Our ability to become profitable depends primarily on our ability to

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~~Many~~successfully ofcommercialize ~~the~~our ~~Company’s~~ products ~~represent~~in ~~new~~the ~~products~~future. ~~that~~Even ~~have~~if ~~not~~we ~~yet~~successfully ~~been~~develop ~~fully tested in commercial product settings~~ and ~~for~~market ~~which~~our ~~manufacturing~~products, ~~operations~~we ~~have~~may not ~~yet~~generate ~~been~~sufficient ~~fully~~or ~~scaled.~~sustainable ~~This~~revenue ~~means that investors are subject~~ to ~~all~~achieve ~~the~~or ~~risks~~sustain ~~incident to the creation and development of multiple new products and their associated manufacturing processes~~profitability, ~~and~~which ~~each~~could ~~investor~~cause ~~should~~us ~~be prepared~~ to ~~withstand~~cease ~~a complete loss of their investment~~operations.

~~Because~~We weprimarily ~~are~~sell ~~subject~~engineered tomaterials ~~these~~or ~~uncertainties,~~products ~~there~~made ~~may~~with bethese ~~risks~~materials ~~that~~to ~~management~~other ~~has~~companies ~~failed~~for toincorporation ~~anticipate~~into ~~and~~their ~~you~~products. ~~may~~Although ~~have~~KULR’s atechnologies ~~difficult~~were ~~time~~previously ~~evaluating~~used ~~our~~in ~~business~~numerous ~~and~~advanced ~~your~~space ~~investment~~and inindustrial ~~our~~applications ~~Company.~~for ~~Our~~NASA, ~~ability~~there tohas ~~become~~been ~~profitable~~no ~~depends~~significant ~~primarily~~incorporation onof our ~~ability~~materials toor ~~successfully~~products ~~commercialize~~into ~~our~~customer products inthat are released for commercial sale as of the ~~future~~date of this report. ~~Even~~Because ifthere weis ~~successfully~~no ~~develop~~demonstrated ~~and~~history ~~market~~of large-scale commercial success for our products, weit ~~may~~is ~~not~~possible ~~generate~~that ~~sufficient~~such orcommercial ~~sustainable~~success ~~revenue~~may tonever ~~achieve~~happen orand ~~sustain~~that ~~profitability,~~we ~~which~~will ~~could~~never ~~cause~~achieve usthe level of revenues necessary to ~~cease~~sustain ~~operations~~our business.

~~KULR~~We ~~primarily~~will ~~sells~~need ~~engineered materials or products made with these materials~~ to ~~other~~raise ~~companies~~substantial ~~for~~additional ~~incorporation~~capital ~~into their products. Although KULR’s technologies were previously used~~ in numerous advanced space and industrial applications for NASA, there has been no significant incorporation of our materials or products into customer products that are released for commercial sale as of the ~~date~~future ofto ~~this~~fund ~~report. Because there is no demonstrated history of large-scale commercial success for~~ our ~~products~~operations, itand iswe ~~possible~~may ~~that~~be ~~such~~unable ~~commercial~~to ~~success~~raise ~~may~~such ~~never~~funds ~~happen~~when needed and ~~that~~on weacceptable ~~will~~terms, ~~never~~which ~~achieve~~could ~~the~~have ~~level~~a ofmaterially ~~revenues~~adverse ~~necessary~~effect toon ~~sustain~~ our business.

We anticipate that we will incur operating losses for the foreseeable future. We will need to raise substantial additional capital ~~in the future~~ to fund our operations, and if we are not successful in securing additional financing on acceptable terms, we may be ~~unable~~required to ~~raise~~delay ~~such~~significantly, ~~funds~~reduce ~~when~~the ~~needed~~scope of or eliminate one or more of our research or development programs, downsize our general and onadministrative ~~acceptable~~infrastructure, ~~terms~~or seek alternative measures to avoid insolvency, ~~which~~including ~~could~~arrangements ~~have~~with acollaborative ~~materially~~partners ~~adverse~~or ~~effect~~others onthat may require us to relinquish rights to certain of our ~~business~~technologies, product candidates or products.

We ~~anticipate~~could ~~that~~experience wesignificant ~~will~~disruptions ~~incur~~in ~~operating~~supply ~~losses~~from ~~for~~our ~~the~~current ~~foreseeable~~or future. Wesupply ~~will~~sources ~~need~~which ~~to raise substantial additional capital to fund our operations and if we are not successful in securing additional financing on acceptable terms, we~~ may be ~~required~~exacerbated toby ~~delay~~macroeconomic ~~significantly~~trends, ~~reduce~~including ~~the~~trade ~~scope of or eliminate one or more of our research or development programs~~policies, ~~downsize~~political ~~our~~events ~~general~~ and ~~administrative~~other ~~infrastructure,~~international or seek alternative measures to avoid insolvency, including arrangements with collaborative partners or others that may require us to relinquish rights to certain of our technologies, product candidates or productsdisputes.

We could experience significant disruptions as a result of global supply chain issues and, in the event of a disruption, we cannot make any assurances that we would be able to locate alternative suppliers of materials of comparable quality at an acceptable price, or alternative purchasers of our products. Identifying suitable suppliers and purchasers is a resource-intensive process that requires us to become satisfied with quality control, responsiveness and service, financial stability and labor and other ethical practices. Any delays, interruption or increased costs in the manufacturing and delivery of our products could adversely affect our ability to meet customer demand and could result in reduced net sales, lower gross margins and operating income. We cannot predict the extent to which supply ~~from~~chain disruptions may affect our ~~current~~customers, suppliers or ~~future~~end ~~sources~~markets, or the indirect effects such disruptions may have on our operations and demand for our products.

WeIn ~~could~~addition, ~~experience~~geopolitical ~~significant~~changes, ~~disruptions~~such as atrade ~~result of global supply chain issues and~~disruptions, inincluding the ~~event~~imposition of atariffs ~~disruption,~~by wethe ~~cannot~~U.S. ~~make~~on ~~any~~imports ~~assurances~~from ~~that~~certain wecountries ~~would~~and beany ~~able~~resulting tocounter-tariffs, ~~locate~~political ~~alternative~~unrest, ~~suppliers~~warfare ofand ~~materials~~military ofor ~~comparable~~armed ~~quality~~conflict, atincluding anthose ~~acceptable~~involving ~~price~~China, orUkraine/Russia ~~alternative~~and ~~purchasers~~the ofMiddle ~~our~~East ~~products.~~and ~~Identifying~~the ~~suitable~~resulting ~~suppliers~~macro-economic ~~and~~impacts ~~purchasers~~from issuch ageopolitical ~~resource-intensive~~changes, ~~process~~could ~~that~~directly ~~requires~~or usindirectly tocause ~~become~~or ~~satisfied~~exacerbate ~~with~~supply ~~quality~~chain ~~control,~~disruptions ~~responsiveness~~ and ~~service,~~may ~~financial~~further ~~stability~~complicate ~~and~~existing ~~labor~~supply chain constraints and ~~other~~demand ~~ethical~~for ~~practices~~our products.

InIncreased ~~addition,~~tariffs ~~any~~or ~~indirect~~other ~~supply~~trade ~~chain~~restrictions ~~disruptions~~involving ~~due~~the to United States ~~trade policy with China or the ongoing military conflict in Ukraine may further complicate existing supply chain constraints~~ and ~~direct~~key ortrading ~~indirect~~partners, ~~customers’~~including, ~~demand~~among ~~for~~others, ~~our~~China, ~~products.~~Canada ~~Interruption of our supplies~~ and ~~in demand of our products by our purchasers~~Mexico, ormay increase the ~~loss~~cost of ~~one~~raw ormaterials ~~more~~and ~~key suppliers or purchasers~~components, ~~could~~disrupt ~~have~~cross-border asupply ~~negative~~chains ~~effect on the Company’s business~~ and ~~operating~~adversely ~~results.~~affect ~~Any delays, interruption or increased costs or manufacture of~~ our ~~products~~customers’ ~~could~~financial ~~have~~condition anand ~~adverse effect on our ability to meet customer~~ demand for our products. ~~and~~Ongoing ~~result~~trade indisputes ~~lower~~may ~~net~~continue ~~sales~~to ~~and~~escalate ~~operating income both in the short and long term,~~ which could inincrease ~~turn negatively impact our business, financial condition and~~ the ~~price~~costs of our ~~shares.~~products ~~In addition, we cannot adequately predict the effects of the global supply chain disruptions on our customers or potential customers~~ and the ~~indirect~~components ~~effects~~we ~~such~~use ~~disruptions~~to ~~could~~manufacture ~~have on our operations both in the short and long term, which could in turn negatively impact our business, financial condition and the price of our shares~~them.

AnAdditionally, ~~additional~~the ~~negative~~conflict ~~affect~~between onRussia ~~the~~and ~~supply~~Ukraine ~~chain~~and isthe conflicts in the ~~“Tariff~~Middle ~~War”,~~East ~~especially~~have ~~with~~resulted ~~China,~~in ~~Canada~~worldwide geopolitical and ~~Mexico.~~macroeconomic ~~The~~uncertainty, ~~increased~~and ~~tariffs~~we ~~with~~cannot ~~these~~predict ~~countries~~how ~~could~~the ~~have~~conflicts anwill ~~adverse~~evolve ~~effect~~or onthe ~~our~~timing ~~supply~~thereof. ~~chain~~If ~~potentially~~these ~~causing~~conflicts ~~financial~~continue ~~difficulty~~ for ~~our~~a ~~direct~~significant time or ~~indirect~~further ~~customers~~expand ~~and~~to ~~reduced~~other ~~demand~~countries ofand ~~our~~depending ~~products.~~on Athe ~~continuation~~ultimate outcomes of these conflicts, which remain uncertain, they could have additional adverse ~~changes~~effects inon ~~international~~macroeconomic ~~trade~~conditions, ~~policies~~including ~~and~~but ~~relations.~~not ~~Tariffs~~limited ~~could~~to, ~~increase~~increased costs, constraints on the ~~cost~~availability of ~~our~~commodities, ~~products~~supply chain disruptions and decreased business spending. Furthermore, continuation of the ~~components~~conflicts ~~that~~could gogive ~~into~~rise ~~making~~to: ~~them.~~disruptions ~~These~~to ~~increased~~our ~~costs~~or ~~could~~our ~~adversely~~business ~~impact~~partners’ ~~the~~global ~~gross~~technology ~~margin~~infrastructure, ~~that~~including wethrough ~~earn~~cyber-attack onor cyber-intrusion; our ~~products.~~ability ~~Tariffs~~to ~~could~~implement ~~also~~and ~~make~~execute our ~~products~~business ~~more~~strategy; ~~expensive~~terrorist ~~for~~activities; ~~customers~~increased foreign currency fluctuations; and constraints, ~~which~~volatility, ~~could~~or ~~make~~disruption in the capital markets. The occurrence of any of these events may impact our ~~products~~ability ~~less~~to ~~competitive~~obtain ~~and~~raw ~~reduce~~materials ~~consumer~~to ~~demand.~~manufacture ~~Changing~~our products, serve our ~~operations~~customers, inraise ~~accordance~~additional ~~with~~capital ~~new~~when orneeded ~~changed~~on ~~trade~~acceptable ~~restrictions~~terms, ~~can~~if beat ~~expensive~~all, ~~time-consuming~~any ~~and~~of ~~disruptive~~which tocould have a material adverse effect on our business, results of operations, cash flows and financial condition.

~~The~~We ~~conflict between Russia and Ukraine and the war between Israel and Hamas~~ have ~~resulted~~limited experience in ~~worldwide~~higher ~~geopolitical~~volume ~~and~~manufacturing ~~macroeconomic~~that ~~uncertainty, and we cannot predict how the conflicts~~ will ~~evolve~~be orrequired ~~the timing thereof. If these conflicts continue for a significant time or further expand~~ to ~~other~~support ~~countries~~profitable ~~and depending on the ultimate outcomes of these conflicts~~operations, which remain uncertain, they could have additional adverse effects on macroeconomic conditions, including but not limited to, increased costs, constraints on the availability of commodities, supply chain disruptions and ~~decreased business spending. Furthermore, continuation of~~ the ~~conflicts~~risks ~~could give rise to disruptions to our or our business partners’ global technology infrastructure, including through cyber-attack or cyber-intrusion; adverse changes in international trade policies~~ and ~~relations;~~costs ~~regulatory~~associated ~~enforcement;~~with ~~our~~scaling ~~ability~~ to ~~implement~~larger ~~and~~production ~~execute~~quantities ~~our~~may ~~business~~be ~~strategy; terrorist activities; our exposure to foreign currency fluctuations; and constraints, volatility, or disruption in the~~ substantial.

23We have limited experience manufacturing our products. We have established small-scale commercial or pilot-scale production facilities for our carbon-based thermal management products, but these facilities do not have the existing production capacity to produce sufficient quantities of materials for us to reach sustainable sales levels. At present, we rely on outsourced partners to produce high volume products. In order to develop internal capacity to produce much higher volumes, it will be necessary to produce multiples of

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~~capital~~existing ~~markets,~~processes ~~any~~or ofengineer ~~which~~new ~~could~~production ~~have~~processes ain ~~material~~some ~~adverse~~cases. ~~effect~~If onwe are unable to scale-up our ~~business,~~production ~~results~~processes ofand ~~operations~~facilities to support sustainable sales levels, ~~cash~~the ~~flows~~Company ~~and~~may ~~financial~~be ~~condition~~forced to curtail or cease operations.

The tensions between the U.S. and China, the Russia-Ukraine war and conflicts in the Middle East remain uncertain, and while it is difficult to predict the impact of any of the foregoing, any escalation or additional uncertainty in these situations could increase our costs, disrupt our supply chain, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition and results of operations.

We have limited experience in higher volume manufacturing that will be required to support profitable operations, and the risks associated with scaling to larger production quantities may be substantial.

We have limited experience manufacturing our products. We have established small-scale commercial or pilot-scale production facilities for our carbon-based thermal management products, but these facilities do not have the existing production capacity to produce sufficient quantities of materials for us to reach sustainable sales levels. At present, we rely on outsourced partners to produce high volume products. In order to develop internal capacity to produce much higher volumes, it will be necessary to produce multiples of existing processes or engineer new production processes in some cases. We have begun building up the scale of our automated battery cell facilities in our leased facility in San Diego but there is no guarantee that we will be able to economically scale-up our production processes to the levels required. If we are unable to scale-up our production processes and facilities to support sustainable sales levels, the Company may be forced to curtail or cease operations.

We have a long and complex sales cycle and have not demonstrated the ability to operate successfully in this environment.

It has been our experience since our inception that the average sales cycle for our products can range from one to five years from the time a customer begins testing our products until the time that they could be successfully used in a commercial product. We have only demonstrated a limited track record of success in completing customer development projects, which makes it difficult for you to evaluate the likelihood of our future success. The sales and development cycle for our products is subject to customer budgetary constraints, internal acceptance procedures, competitive product assessments, scientific and development resource allocations, and other factors beyond our control. If we are not able to successfully accommodate these factors to enable customer development success, we will be unable to achieve sufficient sales to reach profitability. In this case, the Company may not be able to raise additional funds and may be forced to curtail or cease operations and you could lose all or a significant part of your investment.

We are dependent on customers and partners to design and test our solution into new applications which may not be brought to market successfully.

~~The~~Our ~~Company~~solutions ~~targets~~are ~~its~~targeted ~~thermal management solution~~ for new applications and devices that require high performance and unique features offered by ~~its~~our products, and potential customers may not be aware of our unique offerings. Developing new applications and devices involves a lengthy and complex process, and they may not be commercialized on a timely basis, or at all. The Company’s success is directly related to the ~~success~~marketability and adoption of these new products.

Furthermore, because the Company’s solutions are relatively new to mass market consumer electronics, the design and testing time is longer than traditional solutions. Moreover, in transitioning to new technologies and products, we may not achieve design wins, our customers may delay ~~transition~~transitioning to these new technologies, our competitors may transition more quickly than we do, or we may experience product delays, cost overruns or performance issues that could harm our operating results and financial condition.

We could be adversely affected by our exposure to customer concentration risk and reduced manufacturing capacity.

We are subject to customer concentration risk as a result of our reliance on a relatively small number of customers for a significant portion of our revenues. During ~~2024~~2025, we had 2 customers whose purchases, in the aggregate, accounted for 2528% of total revenue pursuant to our Energy Management Platform segment, and 1 customer whose purchases accounted for 100% of total revenue pursuant to our Mining of Digital Assets segment. Due to the nature of our business and the relatively large size of many of the applications our customers are developing, we anticipate that we will be dependent on a relatively small number of customers for the majority of our revenues for the next several years. ItEven if we expand our customer base, it is possible that orders from only one or two customers could ~~place~~exhaust ~~orders~~most ~~sufficient~~or toall ~~utilize~~of ~~most~~our existing manufacturing capacity. Accordingly, if one or ~~all~~more of these customers were to stop ordering our ~~existing~~products or if we are unable to meet the manufacturing capacity demanded by new customers, there would be a risk of significant loss of future revenues, which could in turn have a material adverse effect on our business and on your investment.

In this case, there would be a risk of significant loss of future revenues if one or more of these customers were to stop ordering our materials, which could in turn have a material adverse effect on our business and on your investment.

We operate in an advanced technology arena where hypothesized properties and benefits of our products may not be achieved in practice, or in which technological change may alter the attractiveness of our products.

Because there is no sustained history of successful use of our products in commercial applications, there is no assurance that broad successful commercial applications may be technically feasible. Some of the scientific and engineering data related to our products has been generated in our own laboratories or in laboratory environments at our customers or third-parties. Laboratory data is not always representative of commercial applications.

24Likewise, we operate in a market that is subject to rapid technological change. Part of our business strategy is to monitor such change and take steps to remain technologically current, but there is no assurance that such strategy will be successful. If we are not able to adapt to new advances in materials sciences, or if unforeseen technologies or materials emerge that are not compatible with our products and services or that could replace our products and services, our revenues and business prospects would likely be adversely affected. Such an occurrence may have severe consequences, including the potential for our investors to lose all of their investment.

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has been generated in our own laboratories or in laboratory environments at our customers or third-parties. It is well known that laboratory data is not always representative of commercial applications.

Likewise, we operate in a market that is subject to rapid technological change. Part of our business strategy is to monitor such change and take steps to remain technologically current, but there is no assurance that such strategy will be successful. If the Company is not able to adapt to new advances in materials sciences, or if unforeseen technologies or materials emerge that are not compatible with our products and services or that could replace our products and services, our revenues and business prospects would likely be adversely affected. Such an occurrence may have severe consequences, including the potential for our investors to lose all of their investment.

Competitors that are larger and better funded may cause the Company to be unsuccessful in selling its products.

The Company operates in ahighly ~~market~~competitive ~~that~~markets. isGlobal ~~expected~~research relating to ~~have~~thermal ~~significant~~management ~~competition~~solutions ~~in the future. Global research~~ is being conducted by substantially larger companies who have greater financial, personnel, technical, and marketing resources than the Company. There can be no assurance that the Company’s strategy of offering better thermal management solutions based on the Company’s proprietary carbon fiber-based products will be able to compete with other companies, many of whom will have significantly ~~greater resources, on a continuing basis. In the event that we cannot compete successfully, the Company may be forced to cease operations.~~

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greater resources, on a continuing basis. In the event that we cannot compete successfully, the Company may be forced to cease operations.

Failure to effectively expand our sales and marketing capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our solutions.

Our ability to grow our customer base, achieve broader market acceptance, grow revenue, and achieve and sustain profitability will depend, to a significant extent, on our ability to effectively expand our sales and marketing operations and activities and educate potential customers about our solutions. Substantial amounts of time and energy are dedicated to our sale and marketing efforts, and our operating results will suffer if our sales and marketing efforts do not contribute significantly to increasing revenue.

We make significant investments in research and development of new products and services that may not achieve expected returns.

We have made and will continue to make significant investments in research, development, and marketing for existing products, services, and technologies, as well as new technology or new applications of existing technology. Investments in new technology are speculative. Commercial success depends on many factors, including but not limited to, innovativeness, engineering support, and effective distribution and marketing. There is no assurance that we will be rewarded from our investments in developing new services and products. If our customers do not perceive our latest offerings as providing significant new functionality or other value, they may reduce their purchases of services or products, thus unfavorably affecting revenue and profits. We may not achieve significant revenue from new products and services, or new applications of existing products and services, for several years, if at all. New products and services may not be profitable, and even if they are profitable, operating margins for some new products, services and businesses may not be as high as the margins we have experienced historically. Furthermore, developing new technologies is complex and unpredictable, which can require long development and testing periods. Significant delays in new releases or significant problems in creating new products or offering new services could adversely affect our revenue and profits.

Because of our small size and limited operating history, we are dependent on key employees.

The Company’s operations and development are dependent upon the experience and knowledge of Michael Mo, our Chief Executive Officer, Shawn Canter, our Chief Financial Officer, Dr. William Walker, our Chief Technology Officer~~, Ted Krupp, our Vice President of Sales, and Michael Carpenter, our Vice President of Engineering~~. If the services of any of these individuals should become unavailable, the Company’s business operations might be adversely affected. If several of these individuals became unavailable at the same time, the ability of the Company to continue normal business operations might be adversely affected to the extent that revenue or profits could be diminished, and you could lose all or a significant amount of your investment.

Our success depends in part on our ability to protect our intellectual property rights, and our inability to enforce these rights could have a material adverse effect on our competitive position.

We rely on the patent, trademark, copyright and trade-secret laws of the United States and to protect our intellectual property rights. We may be unable to prevent third parties from using our intellectual property without our authorization. The unauthorized use of our intellectual property could reduce any competitive advantage we have developed, reduce our market share or otherwise harm our business. In the event of unauthorized use of our intellectual property, litigation to protect or enforce our rights could be costly, and we may not prevail.

Many of our technologies are not covered by any patent or patent application, and our issued and pending U.S. patents may not provide us with any competitive advantage and could be challenged by third parties. Our inability to secure issuance of our pending patent applications may limit our ability to protect the intellectual property rights these pending patent applications were intended to cover. Our competitors may attempt to design around our patents to avoid liability for infringement and, if successful, our competitors could adversely affect our market share. Furthermore, the expiration of our patents may lead to increased competition.

Our pending trademark applications may not be approved by the responsible governmental authorities and, even if these trademark applications are granted, third parties may seek to oppose or otherwise challenge these trademark applications. A failure to obtain trademark registrations in the United States and in other countries could limit our ability to protect our products and their associated trademarks and impede our marketing efforts in those jurisdictions.

In addition, effective patent, trademark, copyright and trade secret protection may be unavailable or limited in some foreign countries. We also rely on unpatented proprietary manufacturing expertise, continuing technological innovation and other trade secrets to develop and maintain our competitive position. Although we generally enter into confidentiality agreements with our employees and third parties to protect our intellectual property, these confidentiality agreements are limited in duration and could be breached, and may not provide meaningful protection of our trade secrets or proprietary manufacturing expertise. Adequate remedies may not be available if there is an unauthorized use or disclosure of our trade secrets and manufacturing expertise. In addition, others may obtain knowledge about our trade secrets through independent development or by legal means. The failure to protect our processes, apparatus, technology, trade secrets and proprietary manufacturing expertise, methods and compounds could have a material adverse effect on our business by jeopardizing critical intellectual property.

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if there is an unauthorized use or disclosure of our trade secrets and manufacturing expertise. In addition, others may obtain knowledge about our trade secrets through independent development or by legal means. The failure to protect our processes, apparatus, technology, trade secrets and proprietary manufacturing expertise, methods and compounds could have a material adverse effect on our business by jeopardizing critical intellectual property.

Where a product formulation or process is kept as a trade secret, third parties may independently develop or invent and patent products or processes identical to our trade-secret products or processes. This could have an adverse impact on our ability to make and sell products or use such processes and could potentially result in costly litigation in which we might not prevail.

We could face intellectual property infringement claims that could result in significant legal costs and damages and impede our ability to produce key products, which could have a material adverse effect on our business, financial condition and results of operations.

If our technologies conflict with the proprietary rights of others, we may incur substantial costs as a result of litigation or other proceedings and we could face substantial monetary damages and be precluded from commercializing our products, which would materially harm our business and financial condition.

Patents in the thermal management solutions industry are numerous and may, at times, conflict with one another. As a result, it is not always clear to industry participants, including us, which patents cover the multitude of product types. Ultimately, the courts must determine the scope of coverage afforded by a patent and the courts do not always arrive at uniform conclusions.

A patent owner may claim that we are making, using, selling or offering for sale an invention covered by the owner’s patents and may go to court to stop us from engaging in such activities. Such litigation is not uncommon in our industry. Patent lawsuits can be expensive and would consume time and other resources. There is a risk that a court would decide that we are infringing a third party’s patents and would order us to stop the activities covered by the patents, including the commercialization of our products. In addition, there is a risk that we would have to pay the other party damages for having violated the other party’s patents (which damages may be increased, as well as attorneys’ fees ordered paid, if infringement is found to be willful), or that we will be required to obtain a license from the other party in order to continue to commercialize the affected products, or to design our products in a manner that does not infringe a valid patent. We may not prevail in any legal action, and a required license under the patent may not be available on acceptable terms or at all, requiring cessation of activities that were found to infringe a valid patent. We also may not be able to develop a non-infringing product design on commercially reasonable terms, or at all.

We may not obtain U.S. Government contracts to further develop our technology.

We can give no assurances that we will be successful in obtaining government contracts. The process of applying for government contracts is lengthy, and we cannot be certain that we will be successful in complying with all requirements throughout the application process. Accordingly, we cannot be certain that we will be awarded any U.S. Government contracts utilizing our carbon fiber-based solutions.

Our future growth and success depend on our ability to sell effectively to, and manage relationships with, large enterprise and defense customers.

Our potential customers are manufacturers of products that tend to be large enterprises and organizations, including defense customers. Therefore, our future success will depend on our ability to effectively sell our products to such large customers. Sales to these customers involve risks that may not be present (or that are present to a lesser extent) with sales to smaller customers. These risks include, but are not limited to, increased purchasing power and leverage held by large customers in negotiating contractual arrangements with us and longer sales cycles and the associated risk that substantial time and resources may be spent on a potential customer that elects not to purchase our products or solutions.

Large organizations often undertake a significant evaluation process that results in a lengthy sales cycle. In addition, product purchases by large organizations are frequently subject to budget constraints, multiple approvals and unanticipated administrative, processing and other delays. Finally, large organizations typically have longer implementation cycles, require greater product functionality and scalability, require a broader range of services, demand that vendors take on a larger share of risks, require acceptance provisions that can lead to a delay in revenue recognition and expect greater payment flexibility. All of these factors can add further risk to business conducted with these potential customers.

Downturns in general economic conditions could adversely affect our profitability.

Downturns in general economic conditions can cause fluctuations in demand for our products, product prices, volumes and gross margins. Future economic conditions may not be favorable to our industry. A decline in the demand for our products or a shift to ~~lower-margin products due to deteriorating economic conditions could adversely affect sales of our products and our profitability and could also result in impairments of certain of our assets.~~

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lower-margin products due to deteriorating economic conditions could adversely affect sales of our products and our profitability and could also result in impairments of certain of our assets.

Furthermore, any uncertainty in economic conditions may result in a slowdown to the global economy that could affect our business by reducing the prices that our customers may be able or willing to pay for our products or by reducing the demand for our products.

An increase in the cost of raw materials or electricity might affect our profits.

Recently, cost inflation stemming from ~~the~~geopolitical ~~COVID-19 pandemic~~factors, ~~the~~global ~~Ukraine/Russia~~crises ~~crisis, the Israel/Hamas crisis,~~ and other macroeconomic factors has caused prices to increase across various sectors of the economy. Any increase in the prices of our raw materials or energy might affect the overall cost of our products. If we are not able to raise our prices to pass on increased costs to our customers, we would be unable to maintain our existing profit margins. Our major cost components include items such as production materials and electricity, which ~~items~~ are ~~normally~~typically readily available industrial commodities. During our history as a business, we have not seen any material impact on our cost structure from fluctuations in raw material or energy costs, but this could change in the future.

Our results of operations could deteriorate if our manufacturing operations were substantially disrupted for an extended period.

Our manufacturing operations may be subject to disruption due to extreme weather conditions, floods and similar events, major industrial accidents, strikes and lockouts, adoption of new laws or regulations, changes in interpretations of existing laws or regulations or changes in governmental enforcement policies, civil disruption, riots, terrorist attacks, war, and other events. We cannot assure you that no such events will occur. If such an event occurs, it could have a material adverse effect on us.

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or changes in governmental enforcement policies, civil disruption, riots, terrorist attacks, war, and other events. We cannot assure you that no such events will occur. If such an event occurs, it could have a material adverse effect on us.

We may become subject to liabilities related to risks inherent in working with hazardous materials.

Our development and manufacturing processes involve the controlled use of hazardous materials, such as acetone and other flammable chemicals, as well as lithium-ion batteries and components. We are subject to federal, provincial and local laws, ~~and~~including EPA, OSHA and other regulations governing the use, manufacture, storage, handling and disposal of such materials and certain waste products. Although we believe that our safety procedures for handling and disposing of such materials comply with the standards prescribed by such laws and regulations, the risk of accidental contamination or injury from these materials cannot be completely eliminated. In the event of such an accident, we could be held liable for any damages that result and any such liability could exceed our resources. We are not specifically insured with respect to this liability. Although we believe that we are in compliance in all material respects with applicable environmental laws and regulations and currently do not expect to make material capital expenditures for environmental control facilities in the near-term, if we fail to comply with these regulations substantial fines could be imposed on us and we could be required to suspend production, alter manufacturing processes or cease operations. In addition, there can be no assurance that we will not be required to incur significant costs to comply with environmental laws and regulations in the future, or that our operations, business or assets will not be materially adversely affected by current or future environmental laws or regulations.

Significant disruptions of information technology systems, breaches of data security and other incidents could materially adversely affect our business, results of operations and financial condition.

~~See Item 1C – Cybersecurity for a discussion of our information technology systems.~~ We maintain information in digital and other forms that is necessary to conduct our business, and we are increasingly dependent on information technology systems and infrastructure to operate our business. In the ordinary course of our business, we collect, store and transmit large amounts of confidential information, including intellectual property, proprietary business information and personal information. It is critical that we do so in a secure manner to maintain the privacy, security, confidentiality, and integrity of such confidential information. Our internal information technology systems and infrastructure, and those of any future collaborators and our contractors, consultants, vendors and other third parties on which we rely, are vulnerable to damage or unauthorized access or use resulting from computer viruses, malware, natural disasters, terrorism, war, telecommunication and electrical failures, cyber-attacks or cyber-intrusions over the Internet, denial or degradation of service attacks, ransomware, hacking, phishing schemes intended to cause an unauthorized transfer of funds and other social engineering attacks, attachments to emails, persons inside our organization or persons with access to systems inside our organization.

Additionally, while we have implemented security measures to protect our data security and information technology systems, our efforts to address these problems may not be successful, and these problems could result in unexpected interruptions, delays, cessation of service, negative publicity and other harm to our business and our competitive position. If such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our product development programs. Any security compromise affecting us, our partners or our industry, whether real or perceived, could harm our reputation, erode confidence in the ~~effectiveness of our security measures and lead to regulatory scrutiny, which could materially adversely affect our business, results of operations and financial condition.~~

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effectiveness of our security measures and lead to regulatory scrutiny, which could materially adversely affect our business, results of operations and financial condition.

See Item 1C – Cybersecurity for a discussion of our information technology systems.

The failure of financial institutions or transactional counterparties could adversely affect our current and projected business operation and our financial condition and results of operations.

~~During~~We maintain domestic cash deposits in Federal Deposit Insurance Corporation, or FDIC, insured banks that exceed the FDIC insurance limits. The failure of a bank, or other adverse conditions in the financial or credit markets impacting financial institutions at which we maintain balances, could adversely impact our operations, liquidity, and financial performance. Bank failures; events involving limited liquidity, defaults, non-performance, or other adverse developments that affect financial institutions; or concerns or rumors about such events may lead to liquidity constraints. For example, in March 2023, Silicon Valley Bank ~~(“SVB”),~~failed ~~Signature~~and ~~Bank~~was ~~and~~taken ~~Silvergate~~into ~~Capital~~receivership ~~Corp~~by the FDIC. ~~were~~We ~~each~~cannot ~~closed~~guarantee bythat ~~the~~our ~~California~~deposits ~~Department~~in excess of ~~Financial~~the ~~Protection~~FDIC ~~and~~or ~~Innovation,~~other ~~and~~comparable insurance limits will be backstopped by the ~~Federal~~U.S. ~~Deposit~~or ~~Insurance~~applicable ~~Corporation~~foreign ~~(“FDIC”)~~government, ~~was~~or ~~appointed~~that asany ~~receiver~~bank or financial institution with which we do business will be able to obtain needed liquidity from other banks or government institutions or by acquisition in the event of a failure or liquidity crisis.

A statement by the Department of the Treasury, the Federal Reserve and the FDIC stated that all depositors of SVB would have access to all of their money after only one business day of closure, including funds held in uninsured deposit accounts. The standard deposit insurance amount is up to $250,000 per depositor, per insured bank, for each account ownership category. Although we do not have any funds deposited with the aforementioned banks that failed, we regularly maintain cash balances with other financial institutions in excess of the FDIC insurance limit. A failure of a depository institution to return deposits could impact access to our invested cash or cash equivalents and could adversely impact our operating liquidity and financial performance.

Future adverse regulations could affect the viability of the business.

As a small generator of hazardous substances, we are subject to local governmental regulations relating to the storage, discharge, handling, emission, generation, manufacture and disposal of toxic or other hazardous substances, such as acetone that is used in very small quantities to manufacture our products. We are currently in compliance with these regulations. However, there can be no assurance that future regulations might not change or raise the compliance standards, with which the Company may no longer comply or for which we may incur substantial costs to comply.

27As far as we are aware, there are no current regulations elsewhere in the world that prevent or prohibit the sale of the Company’s products. However, there is no assurance that any regulations will not be enacted in the future to require the Company’s products or production materials to be subject to test for toxicity or other health effects before they can be sold or used in the production process. If such regulations are enacted in the future, they may result in expensive and time-consuming tests or other actions to ensure regulatory compliance, which could adversely affect the Company’s business. There can be no assurance that future regulations might not severely limit or even prevent the sale of the Company’s products in major markets, which could severely limit the Company’s financial prospects and cause investors to lose some or all of their investment.

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in very small quantities to manufacture our products. We are currently in compliance with these regulations. However, there can be no assurance that future regulations might not change or raise the compliance standards, of which the Company may become in violate or for which we may incur substantial costs to comply.

In most cases, as far as we are aware, there are no current regulations elsewhere in the world that prevent or prohibit the sale of the Company’s products. However, there is no assurance that any regulations will not be enacted in the future to require the Company’s products or production materials to be subject to test for toxicity or other health effects before they can be sold or used in the production process, if such regulations are enacted in the future, the Company’s business could be adversely affected because of the requirement for expensive and time-consuming tests or other regulatory compliance. There can be no assurance that future regulations might not severely limit or even prevent the sale of the Company’s products in major markets, in which case the Company’s financial prospects might be severely limited, causing investors to lose some or all of their investment.

Our directors and officers may be exposed to liability.

We currently maintain a policy for director and officer liability insurance, also known as “D&O Insurance.” However, the maximum coverage under our D&O Insurance policy may not be sufficient to cover all such liability exposure and, as a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers or, in the event of liabilities beyond our maximum coverage, we may become subject to liability under our D&O indemnification obligations.

Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses and will divert time and attention away from revenue generating activities.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, the Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010, and related SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the public markets and public reporting. Our management team has invested and will need to continue to invest significant management time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased selling, general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities, which could have an adverse effect on our business.

If we fail to maintain effective internal controls over financial reporting, the price of our common stock may be adversely affected.

Our internal control over financial reporting could in the future have weaknesses and conditions that could require correction or remediation, the disclosure of which may have an adverse impact on the price of our common stock. We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, prospects, financial condition or results of operations. In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting or disclosure of management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.

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be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting or disclosure of management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.

We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002 and if we fail to comply in a timely manner, our business could be harmed and our stock price could decline.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require an annual assessment of internal controls over financial reporting, and for certain issuers an attestation of this assessment by the issuer’s independent registered public accounting firm. The standards that must be met for management to assess the internal controls over financial reporting as effective are complex, and require significant documentation, testing, and possible remediation to meet the detailed standards.

We expect to incur significant expenses and to devote resources to Section 404 compliance on an ongoing basis. It is difficult for us to predict how long it will take or how costly it will be to complete the assessment of the effectiveness of our internal control over financial reporting for each year and to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete the assessment and remediation process on a timely basis. In addition, although attestation requirements by our independent registered public accounting firm are not presently applicable to us, we could become subject to these requirements in the future and we may encounter problems or delays in completing the implementation of any resulting changes to internal controls over financial reporting. In the event that our Chief Executive Officer or Chief Financial Officer determine that our internal control over financial reporting is not effective as defined under Section 404, we cannot predict how regulators will react or how the market prices of our shares will be affected; however, we believe that there is a risk that investor confidence and share value may be negatively affected.

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Risks Relating to Our Bitcoin Treasury Strategy and Holdings

WE ARE NOT REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940 AND STOCKHOLDERS DO NOT HAVE THE PROTECTIONS ASSOCIATED WITH OWNERSHIP OF SHARES IN A REGISTERED INVESTMENT COMPANY NOR THE PROTECTIONS AFFORDED BY THE COMMODITIES EXCHANGE ACT.

Our ~~bitcoin~~BTC acquisition ~~strategy~~and holdings strategies may expose us to various risks associated with ~~bitcoin~~BTC

Our ~~bitcoin~~BTC acquisition ~~strategy~~and holdings strategies may expose us to various risks associated with ~~bitcoin~~BTC, including the following:

~~Bitcoin~~BTC is a highly volatile asset. ~~Bitcoin~~BTC is a highly volatile asset ~~that~~and has ~~traded~~experienced, ~~below~~and ~~$38~~may continue to experience,~~000~~ ~~per~~significant ~~bitcoin~~price volatility, including sharp declines over short periods. While BTC prices are determined primarily using data from various exchanges, over-the-counter markets and ~~above~~derivative ~~$106~~platforms,~~000~~ ~~per~~they ~~bitcoin~~have onhistorically ~~Coinbase~~been ~~during~~volatile ~~2024.~~and ~~The~~are ~~trading~~impacted ~~price~~by a variety of ~~bitcoin~~factors, ~~was~~such ~~significantly~~as ~~lower~~market ~~during~~sentiment, ~~prior~~adoption ~~periods~~trends, regulatory developments, macroeconomic conditions and ~~such~~speculation. ~~decline~~Currently, ~~may~~we ~~occur~~do ~~again~~not use a formula or specific methodology to determine whether or when we will sell BTC and decisions to hold or sell BTC are made by management based on market conditions and liquidity needs. Such decisions, however well-informed, may result in ~~the~~untimely ~~future~~sales and even losses, adversely affecting an investment in us.

~~While~~BTC ~~Bitcoin~~does ~~prices~~not ~~are~~pay ~~determined~~interest ~~primarily~~or ~~using data from various exchanges, over-the-counter markets and derivative platforms, they have historically been volatile and are impacted by a variety of factors~~dividends. ~~Such~~BTC ~~factors~~does ~~include, but are~~ not ~~limited~~pay ~~to,~~interest ~~the~~or ~~worldwide~~other ~~growth in the adoption and use of Bitcoins~~returns, ~~the maintenance~~ and ~~development~~we ofcan ~~the~~only ~~software~~generate ~~protocol~~cash offrom ~~the~~our ~~Bitcoin~~BTC ~~network,~~holdings ~~changes~~if inwe ~~consumer~~sell ~~demographics~~our ~~and~~BTC ~~public~~or ~~tastes,~~implement ~~fraudulent~~strategies orto ~~illegitimate~~create ~~actors,~~income ~~real~~streams or ~~perceived~~otherwise ~~scarcity,~~generate ~~and~~cash ~~political,~~by ~~economic,~~using ~~regulatory~~our orBTC ~~other conditions~~holdings. ~~Furthermore,~~Even ~~pricing~~if ~~may~~we bepursue ~~the~~any ~~result~~such ofstrategies, ~~and~~we may ~~continue~~be unable to ~~result~~create ~~in,~~income ~~speculation~~streams ~~regarding~~or ~~future~~otherwise ~~appreciation~~generate incash ~~the~~from ~~value~~our ofBTC ~~Bitcoin~~holdings, orand ~~our~~any ~~share~~such ~~price,~~strategies ~~making~~may ~~prices~~subject ~~more~~us ~~volatile~~to additional risks.

~~Currently,~~We wepurchase doBTC ~~not~~using ~~use~~primarily aproceeds ~~formula~~from orequity ~~specific methodology to determine whether or when we will sell Bitcoin that we hold, or the number of Bitcoins we will sell~~financings. ~~Rather,~~Our ~~decisions~~ability to ~~hold~~execute oron ~~sell~~the ~~Bitcoins~~acquisition ~~are~~portion ~~currently~~of ~~determined~~our byBTC ~~management~~strategy bydepends ~~analyzing forecasts and monitoring the market~~ in ~~real~~significant ~~time.~~part ~~Such~~on ~~decisions,~~our ~~however~~ability ~~well-informed,~~to ~~may~~obtain ~~result~~equity infinancing. ~~untimely~~If ~~sales~~we ~~and~~are ~~even~~unable ~~losses,~~to ~~adversely~~obtain ~~affecting~~equity anfinancing ~~investment~~on infavorable ~~us.~~terms Ator ~~this~~at ~~time~~all, we domay not ~~anticipate~~be ~~engaging~~able into ~~any~~successfully ~~hedging~~execute ~~activities~~on ~~related to~~ our ~~holding~~BTC ~~of Bitcoin as this would expose us to substantial decreases in the price of Bitcoin~~strategy.

~~Bitcoin~~We ~~does~~will ~~not~~be ~~pay~~subject ~~interest~~to orcounterparty ~~dividends.~~risks, ~~Bitcoin~~including ~~does~~in ~~not~~particular ~~pay~~risks ~~interest~~relating orto ~~other~~our ~~returns~~custodians. ~~and~~Although we ~~can~~intend ~~only~~to ~~generate~~implement ~~cash~~various ~~from~~measures that are designed to mitigate our ~~bitcoin~~counterparty ~~holdings~~risks, ifincluding weby ~~sell~~storing ~~our~~substantially all of the bitcoin orwe ~~implement~~may ~~strategies~~own toin ~~create~~custody ~~income~~accounts ~~streams~~at orU.S.-based, ~~otherwise~~institutional-grade ~~generate~~custodians ~~cash~~and bynegotiating ~~using~~contractual arrangements intended to establish that our property interest in custodially-held bitcoin ~~holdings.~~is ~~Even~~not ifsubject weto ~~pursue~~claims ~~any~~of ~~such~~our ~~strategies~~custodians’ creditors, weapplicable ~~may~~insolvency belaw ~~unable~~is not fully developed with respect to ~~create~~the ~~income~~holding ~~streams~~of ordigital ~~otherwise~~assets ~~generate~~in ~~cash~~custodial ~~from~~accounts. If our custodially-held bitcoin ~~holdings,~~were ~~and~~nevertheless considered to be the property of our custodians’ estates in the event that any such ~~strategies~~custodians ~~may~~were ~~subject~~to usenter tobankruptcy, ~~additional~~receivership ~~risks.~~or similar insolvency proceedings, we could be treated as a general unsecured creditor of such custodians, inhibiting our

We purchase bitcoin using primarily proceeds from equity financings. Our ability to achieve the objectives of our bitcoin strategy depends in significant part on our ability to obtain equity financing. If we are unable to obtain equity financing on favorable terms or at all, we may not be able to successfully execute on our bitcoin strategy.17

Our bitcoin acquisition strategy has not been tested. This bitcoin acquisition strategy has not been tested. Although we believe bitcoin, due to its limited supply, has the potential to serve as a hedge against inflation in the long term, the short-term price of bitcoin declined in recent periods during which the inflation rate increased. Some investors and other market participants may disagree with our bitcoin acquisition strategy or actions we undertake to implement it. If bitcoin prices were to decrease or our bitcoin acquisition strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our common stock would be materially adversely impacted.

We will be subject to counterparty risks, including in particular risks relating to our custodians. Although we intend to implement various measures that are designed to mitigate our counterparty risks, including by storing substantially all of the bitcoin we may own in custody accounts at U.S.-based, institutional-grade custodians and negotiating contractual arrangements intended to establish that our property interest in custodially-held bitcoin is not subject to claims of our custodians’ creditors, applicable insolvency law is not fully developed with respect to the holding of digital assets in custodial accounts. If our custodially-held bitcoin were nevertheless considered to be the property of our custodians’ estates in the event that any such custodians were to enter bankruptcy, receivership or similar insolvency proceedings, we could be treated as a general unsecured creditor of such custodians, inhibiting our ability to exercise ownership rights with respect to such bitcoin and this may ultimately result in the loss of the value related to some or all of such bitcoin. Even if we are able to prevent our bitcoin from being considered the property of a custodian’s bankruptcy estate as part of an insolvency proceeding, it is possible that we would still be delayed or may otherwise experience difficulty in accessing our bitcoin held by the affected custodian during the pendency of the insolvency proceedings. Any such outcome could have a material adverse effect on our financial condition and the market price of our common stock.

The broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of bitcoin. A series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events

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~~relating~~ability to ~~companies~~exercise ~~operating~~ownership inrights ~~the~~with ~~digital~~respect ~~asset~~to ~~industry,~~such ~~including~~bitcoin ~~the~~and ~~filings~~this ~~for~~may ~~bankruptcy~~ultimately ~~protection~~result byin ~~Three~~the ~~Arrows~~loss ~~Capital,~~of ~~Celsius~~the ~~Network,~~value ~~Voyager~~related ~~Digital,~~to ~~FTX~~some ~~Trading and Genesis Global Capital, the closure~~ or ~~liquidation~~all of ~~certain~~such ~~financial~~bitcoin. ~~institutions~~Even ~~that~~if ~~provided~~we ~~lending~~are ~~and~~able ~~other services~~ to ~~the~~prevent ~~digital~~our ~~assets~~bitcoin ~~industry,~~from ~~including~~being ~~Signature~~considered ~~Bank and Silvergate Bank, SEC enforcement actions against Coinbase, Inc. and Binance Holdings Ltd.,~~ the ~~placement~~property of ~~Prime Trust, LLC into receivership following~~ a ~~cease-and-desist order issued by Nevada~~custodian’s ~~Department~~bankruptcy ofestate ~~Business~~as ~~and~~part ~~Industry, and the filing and subsequent settlement~~ of aan ~~civil~~insolvency ~~fraud lawsuit by the New York Attorney General against Genesis Global Capital~~proceeding, ~~its~~it ~~parent~~is ~~company~~possible ~~Digital~~that ~~Currency~~we ~~Group,~~would ~~Inc.,~~still ~~and~~be ~~former~~delayed ~~partner~~or ~~Gemini~~may ~~Trust~~otherwise ~~Company,~~experience ~~have~~difficulty ~~highlighted the counterparty risks applicable to owning and transacting~~ in ~~digital~~accessing ~~assets.~~our ~~Any~~bitcoin ~~similar~~held ~~bankruptcies,~~by ~~closures,~~the ~~liquidations~~affected ~~and~~custodian ~~other~~during ~~events~~the ~~may~~pendency ~~not result in any loss or misappropriation~~ of ~~our~~the ~~bitcoin~~insolvency ~~holdings, or adversely impact our access to our bitcoin holdings~~proceedings. ~~Or,~~Any ~~any~~ such ~~bankruptcies,~~outcome ~~closures,~~could ~~liquidations,~~have ~~regulatory~~a ~~enforcement~~material ~~actions~~adverse oreffect ~~other~~on ~~events~~our ~~involving~~financial ~~participants~~condition inand the ~~digital~~market ~~assets industry may negatively impact the adoption rate,~~ price, ~~and use~~ of ~~bitcoin,~~our ~~limit~~common ~~the availability to us of financing collateralized by bitcoin, or create or expose additional counterparty risks~~stock.

Changes in the trading price of ~~bitcoin~~BTC or changes in the manner in which we own BTC could have significant accounting impacts, including increasing the volatility of our results. The Company has adopted ASU 2023-08, which requires us to measure our ~~bitcoin~~BTC holdings at fair value in our statement of financial position, and to recognize gains and losses from changes in the fair value of our ~~bitcoin~~BTC in net income each reporting period. ASU 2023-08 also requires us to provide certain interim and annual disclosures with respect to our ~~bitcoin~~BTC holdings. Volatility in the price of ~~bitcoin~~BTC could have a material impact on the carrying value of our digital assets on our balance sheet, increase the volatility of our financial results, and it could also have adverse tax consequences, which in turn could have a material adverse effect on our financial results and the market price of our common stock.

The broader digital assets industry, including the technology associated with digital assets, the rate of adoption and development of, and use cases for, digital assets, market perception of digital assets, and the legal, regulatory, and accounting treatment of digital assets are constantly developing and changing, and there may be additional risks in the future that are not possible to predict.

~~Changes in our ownership of bitcoin could have accounting~~Additionally, ~~regulatory~~while ~~and other impacts. While~~ we currently intend to own ~~bitcoin~~BTC directly, we may investigate other potential approaches to owning ~~bitcoin~~BTC, including indirect ownership (for example, through ownership interests in a fund that owns ~~bitcoin~~BTC). If we were to own all or a portion of our ~~bitcoin~~BTC in a different manner, the accounting treatment for our ~~bitcoin~~BTC, our ability to use our ~~bitcoin~~BTC as collateral for additional borrowings, and the regulatory requirements to which we are subject, may correspondingly change. For example, the volatile nature of bitcoin may force us to liquidate our holdings to use it as collateral, which could be negatively effected by any disruptions in the crypto market, and if liquidated, the value of the collateral would not reflect potential gains in market value of bitcoin, all of which could negatively affect our business and implementation of our bitcoin strategy.

~~Bitcoin~~BTC and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty.

~~Bitcoin~~BTC and other digital assets are relatively novel and are subject to significant uncertainty, which could adversely impact their price. The application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of ~~bitcoin~~BTC.

The U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of ~~bitcoin~~BTC or the ability of individuals or institutions such as us to own or transfer ~~bitcoin~~BTC. For example, the U.S. executive branch, the SEC, the European Union’s Markets in Crypto Assets Regulation, among others have been active in recent years, and in the U.K., the Financial Services and Markets Act 2023, or FSMA 2023 became law. It is not possible to predict whether, or when, any of these developments will lead to Congress granting additional authorities to the SEC or other regulators, or whether, or when, any other federal, state or foreign legislative bodies will take any similar actions. It is also not possible to predict the nature of any such additional authorities, how additional legislation or regulatory oversight might impact the ability of digital asset markets to function or the willingness of financial and other institutions to continue to provide services to the digital assets industry, nor how any new regulations or changes to existing regulations might impact the value of digital assets generally and ~~bitcoin~~BTC specifically. The consequences of increased regulation of digital assets and digital asset activities could adversely affect the market price of ~~bitcoin~~BTC and in turn adversely affect the market price of our common stock.

Moreover, the risks of engaging in a ~~bitcoin~~BTC treasury strategy are relatively novel and have created, and could continue to create, complications due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future.

30The growth of the digital assets industry in general, and the use and acceptance of BTC in particular, may also impact the price of BTC and is subject to a high degree of uncertainty. The pace of worldwide growth in the adoption and use of BTC may depend, for instance, on public familiarity with digital assets, ease of buying, accessing or gaining exposure to BTC, institutional demand for BTC as an investment asset, the participation of traditional financial institutions in the digital assets industry, consumer demand for BTC as a means of payment, and the availability and popularity of alternatives to BTC. Even if growth in BTC adoption occurs in the near or medium-term, there is no assurance that BTC usage will continue to grow over the long-term.

Because BTC has no physical existence beyond the record of transactions on the BTC blockchain, a variety of technical factors related to the BTC blockchain could also impact the price of BTC. For example, malicious attacks by miners, inadequate mining fees to incentivize validating of BTC transactions, hard “forks” of the BTC blockchain into multiple blockchains, and advances in digital computing, algebraic geometry, and quantum computing could undercut the integrity of the BTC blockchain and negatively affect the price of BTC. The liquidity of BTC may also be reduced and damage to the public perception of BTC may occur, if financial institutions

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~~The~~were ~~growth~~to ofdeny ~~the~~or ~~digital~~limit ~~assets~~banking ~~industry~~services into ~~general,~~businesses ~~and~~that ~~the~~hold ~~use~~BTC, ~~and~~provide ~~acceptance~~BTC-related ofservices ~~bitcoin~~or inaccept ~~particular~~BTC as payment, ~~may~~which could also ~~impact~~decrease the price of ~~bitcoin~~BTC. ~~and~~Similarly, isthe ~~subject~~open-source tonature ~~a high degree~~ of ~~uncertainty.~~the ~~The~~BTC ~~pace~~blockchain ofmeans ~~worldwide growth in~~ the ~~adoption~~contributors and ~~use~~developers of ~~bitcoin~~the ~~may~~BTC ~~depend,~~blockchain ~~for~~are ~~instance,~~generally onnot ~~public~~directly ~~familiarity~~compensated ~~with digital assets, ease of buying, accessing or gaining exposure to bitcoin, institutional demand~~ for ~~bitcoin~~their ascontributions anin ~~investment~~maintaining ~~asset,~~and ~~the~~developing ~~participation of traditional financial institutions in~~ the ~~digital assets industry~~blockchain, ~~consumer demand for bitcoin as a means of payment,~~ and ~~the~~any ~~availability~~failure ~~and popularity of alternatives~~ to ~~bitcoin.~~properly ~~Even~~monitor ifand ~~growth~~upgrade ~~in bitcoin adoption occurs in~~ the ~~near~~BTC orblockchain ~~medium-term,~~could ~~there~~adversely isaffect nothe ~~assurance~~BTC ~~that~~blockchain ~~bitcoin~~and ~~usage~~negatively ~~will~~affect ~~continue~~the toprice ~~grow~~of ~~over the long-term~~BTC.

~~Because~~Recent ~~bitcoin~~actions ~~has~~by noU.S. ~~physical~~banking ~~existence~~regulators ~~beyond~~have ~~the~~reduced ~~record of transactions on~~ the ~~bitcoin~~ability ~~blockchain, a variety~~ of ~~technical~~BTC-related ~~factors~~services ~~related~~providers to ~~the~~gain ~~bitcoin~~access ~~blockchain~~to ~~could~~banking ~~also~~services ~~impact~~and ~~the~~liquidity ~~price~~ of ~~bitcoin.~~BTC ~~For~~may ~~example,~~also ~~malicious~~be ~~attacks~~impacted ~~by miners, inadequate mining fees~~ to ~~incentivize validating of bitcoin transactions, hard “forks” of~~ the ~~bitcoin~~extent ~~blockchain~~that ~~into~~changes ~~multiple blockchains, and advances~~ in ~~digital~~applicable ~~computing,~~laws ~~algebraic geometry,~~ and ~~quantum~~regulatory ~~computing~~requirements ~~could~~negatively ~~undercut~~impact the ~~integrity~~ability of ~~the~~exchanges ~~bitcoin blockchain~~ and ~~negatively~~trading ~~affect~~venues ~~the~~to ~~price~~provide ofservices ~~bitcoin.~~for ~~The~~BTC ~~liquidity of bitcoin may also be reduced~~ and ~~damage~~other todigital ~~the~~assets. ~~public~~In ~~perception of bitcoin may occur~~addition, ifwhile ~~financial~~the ~~institutions~~current ~~were~~administration tohas ~~deny~~expressed orsupport ~~limit~~regarding ~~banking~~the ~~services~~development toand ~~businesses~~use ~~that~~of ~~hold~~digital ~~bitcoin,~~assets ~~provide bitcoin-related services or accept bitcoin~~ as ~~payment, which could also decrease~~ the ~~price~~industry ofhas ~~bitcoin. Similarly~~anticipated, the ~~open-source~~specific ~~nature~~regulatory offrameworks ~~the~~are ~~bitcoin~~still ~~blockchain~~to ~~means~~be ~~the~~developed. ~~contributors~~Expectations ~~and~~around ~~developers~~U.S. ofdigital ~~the~~asset ~~bitcoin~~policy, ~~blockchain~~including ~~are~~potential ~~generally~~sentiments ~~not~~that ~~directly compensated for their contributions in maintaining and developing~~ the ~~blockchain,~~U.S. ~~and~~government ~~any~~is ~~failure~~not tomoving ~~properly~~quickly ~~monitor~~enough ~~and~~or ~~upgrade~~not ~~the~~meeting ~~bitcoin~~policy ~~blockchain~~expectations, ~~could~~may adversely affect the ~~bitcoin blockchain and negatively affect the~~ price of ~~bitcoin~~BTC.

~~Recent~~Regulatory ~~actions~~change byreclassifying ~~U.S.~~BTC ~~banking~~as ~~regulators~~a ~~have~~security ~~reduced~~could ~~the~~lead ~~ability of bitcoin-related services providers~~ to ~~gain~~our ~~access~~classification toas ~~banking~~an ~~services~~“investment ~~and~~company” ~~liquidity~~under ~~of bitcoin may also be impacted to~~ the ~~extent~~Investment ~~that~~Company ~~changes~~Act ~~in applicable laws and regulatory requirements negatively impact the ability~~ of ~~exchanges~~1940, ~~and~~as ~~trading venues to provide services for bitcoin and other digital assets. In addition~~amended, ~~while~~or the ~~current~~1940 ~~administration~~Act, ~~has~~and ~~expressed~~could ~~support~~adversely ~~regarding~~affect the ~~development~~market ~~and~~price ~~use~~ of ~~digital~~BTC ~~assets~~and as the ~~industry~~market ~~has~~price ~~anticipated,~~of ~~the~~our ~~specific~~common ~~regulatory frameworks are still to be developed~~stock. Expectations around U.S. digital asset policy, including potential sentiments that the U.S. government is not moving quickly enough or not meeting policy expectations, may adversely affect the price of bitcoin.

~~The~~While ~~availability~~senior SEC officials have stated their view that bitcoin is not a “security” for purposes of ~~spot~~the federal securities laws, a contrary determination by the SEC could lead to our classification as an “investment company” under the Investment Company Act, which would subject us to significant additional regulatory controls that could have a material adverse effect on our ability to execute on our bitcoin ~~ETPs~~treasury strategy, and our business and operations and may ~~adversely~~also ~~affect~~require us to substantially change the ~~market~~manner ~~price~~in ofwhich ~~our~~we ~~common~~conduct ~~stock~~our business.

~~Although~~In ~~bitcoin and other digital assets have experienced a surge of investor attention since bitcoin was invented in 2008~~addition, ~~until~~if ~~recently investors in the United States had limited means to gain direct exposure to~~ bitcoin ~~through~~is ~~traditional~~determined ~~investment channels, and instead generally were only able~~ to ~~hold~~constitute ~~bitcoin~~a ~~through~~security ~~“hosted”~~for ~~wallets~~purposes ~~provided by digital asset service providers or through “unhosted” wallets that expose the investor to risks associated with loss or hacking~~ of ~~their private keys. Given~~ the ~~relative~~federal ~~novelty~~securities ~~of digital assets~~laws, ~~general~~the ~~lack~~additional ofregulatory ~~familiarity~~restrictions ~~with~~imposed ~~the~~by ~~processes~~such ~~needed~~a todetermination ~~hold~~could ~~bitcoin~~adversely ~~directly,~~affect ~~as well as~~ the ~~potential~~market ~~reluctance~~price of ~~financial planners and advisers to recommend direct~~ bitcoin ~~holdings to their retail customers because of the manner in which such holdings are custodied, some investors have sought exposure to bitcoin through investment vehicles that hold bitcoin~~ and ~~issue shares representing fractional undivided interests~~ in ~~their~~turn ~~underlying~~adversely ~~bitcoin~~affect ~~holdings. These vehicles, which were previously offered only to “accredited investors” on a private placement basis, have in~~ the ~~past~~market ~~traded~~price ~~at substantial premiums to net asset value, or NAV, possibly due to the relative scarcity~~ of ~~traditional~~our ~~investment~~Common ~~vehicles providing investment exposure to bitcoin~~Stock.

OnOur ~~January~~intended ~~10,~~BTC ~~2024,~~holdings ~~the~~may ~~SEC~~be ~~approved~~less ~~the~~liquid ~~listing~~than ~~and~~our ~~trading~~existing ofcash ~~spot~~and ~~bitcoin~~cash ~~ETPs,~~equivalents ~~the~~and ~~shares~~may ofnot ~~which can~~ be ~~sold~~able ~~in public offerings and are traded on U.S. national securities exchanges. The approved ETPs commenced trading directly~~ to ~~the~~serve ~~public~~as ~~on January 11, 2024, with~~ a ~~trading~~source ~~volume~~ of ~~approximately~~liquidity ~~$4.6~~for ~~billion~~us onto the ~~first~~same ~~trading day. To the~~ extent ~~investors view our common stock~~ as ~~providing~~cash exposure to bitcoin, it is possible that the value of our common stock may also have included a premium over the value of our bitcoin due to the prior scarcity of traditional investment vehicles providing investment exposure to bitcoin, and ~~that~~cash ~~the value declined due to investors now having a greater range of options to gain exposure to bitcoin and investors choosing to gain such exposure through ETPs rather than our common stock~~equivalents.

~~Although~~Historically, wethe ~~are~~BTC anmarkets ~~operating~~have ~~company~~been ~~providing~~characterized ~~technology~~by ~~solutions~~significant volatility in price, limited liquidity and wetrading ~~believe~~volumes wecompared ~~offer~~to asovereign ~~different~~currencies ~~value~~markets, ~~proposition~~relative ~~than~~anonymity, a ~~passive~~developing ~~bitcoin~~regulatory ~~investment~~landscape, ~~vehicle~~potential ~~such~~susceptibility asto amarket ~~spot~~abuse ~~bitcoin~~and ~~ETP~~manipulation, ~~investors~~compliance ~~may~~and ~~nevertheless~~internal ~~view~~control ~~our~~failures ~~common~~at ~~stock~~exchanges, asand anvarious ~~alternative~~other torisks aninherent ~~investment~~ in anits ~~ETP~~entirely electronic, virtual form and ~~choose~~decentralized tonetwork. ~~purchase~~During ~~shares~~times of amarket ~~spot~~instability, ~~bitcoin~~we ~~ETP~~may ~~instead~~not ofbe ~~our~~able ~~common~~to ~~stock.~~sell ~~They~~our ~~may~~BTC doat sofavorable ~~for~~prices aor ~~variety~~at ofall. ~~reasons~~For example, ~~including~~a ifnumber ~~they~~of ~~believe~~BTC ~~that~~trading ~~ETPs~~venues ~~offer~~temporarily ahalted ~~“pure~~deposits ~~play”~~and ~~exposure~~withdrawals toin ~~bitcoin~~2022. ~~that~~As isa ~~generally~~result, ~~not~~our ~~subject~~BTC toholdings ~~federal~~may ~~income~~not ~~tax~~be atable ~~the~~to ~~entity~~serve ~~level~~ as wea ~~are,~~source orof ~~the~~liquidity ~~other~~for ~~risk~~us ~~factors~~to ~~applicable~~the tosame anextent ~~operating~~as ~~business,~~cash ~~such~~and ascash ~~ours~~equivalents. ~~Additionally~~Further, ~~unlike~~BTC ~~spot~~we ~~bitcoin~~may ~~ETPs,~~hold wewith ~~(i)~~our docustodians ~~not~~and ~~seek~~transact ~~for~~with our ~~shares~~trade ofexecution ~~common~~partners ~~stock~~may tonot ~~track~~enjoy the ~~value~~same ofprotections ~~the~~as ~~underlying~~are ~~bitcoin~~available weto ~~hold~~cash ~~before~~or ~~payment~~securities ofdeposited ~~expenses~~with ~~and~~or ~~liabilities,~~transacted ~~(ii)~~by doinstitutions ~~not~~subject ~~benefit~~to ~~from~~regulation ~~various~~by ~~exemptions~~the ~~and~~Federal ~~relief~~Deposit ~~under~~Insurance ~~the~~Corporation ~~Exchange~~or ~~Act,~~the ~~including~~Securities ~~Regulation~~Investor M,Protection ~~and~~Corporation. ~~other securities laws~~Additionally, ~~which~~we ~~enable~~may ~~spot~~be ~~bitcoin~~unable ~~ETPs~~ to ~~continuously~~enter ~~align~~into ~~the~~term ~~value~~loans ofor ~~their~~other ~~shares~~capital toraising ~~the~~transactions ~~price~~collateralized ofby ~~the~~our ~~underlying~~unencumbered ~~bitcoin~~BTC ~~they~~or ~~hold~~otherwise ~~through~~generate ~~share~~funds ~~creation~~using ~~and~~our ~~redemption~~BTC holdings, ~~(iii)~~including ~~are~~in aparticular ~~Delaware~~during ~~corporation~~times ~~rather~~of ~~than~~market ainstability ~~statutory~~or ~~trust,~~when ~~and~~the doprice ~~not~~of ~~operate~~BTC ~~pursuant~~has todeclined asignificantly. ~~trust~~If ~~agreement~~we ~~that~~are ~~would~~unable ~~require us~~ to ~~pursue~~sell ~~one~~our orBTC, ~~more~~enter ~~stated~~into ~~investment~~additional ~~objectives,~~capital ~~and~~raising ~~(iv)~~transactions ~~are~~using ~~not~~BTC ~~required~~as tocollateral, ~~provide~~or ~~daily~~otherwise ~~transparency~~generate asfunds tousing our ~~bitcoin~~BTC holdings, or ~~our~~if ~~daily~~we ~~NAV.~~are ~~Furthermore,~~forced ~~recommendations by broker-dealers~~ to ~~buy, hold, or~~ sell ~~complex~~our ~~products~~BTC ~~and~~at ~~non-traditional~~a ~~ETPs~~significant loss, orin anorder ~~investment~~to ~~strategy~~meet ~~involving~~our ~~such~~working ~~products~~capital requirements, ~~may~~our bebusiness ~~subject~~and tofinancial ~~additional~~condition orcould ~~heightened~~be negatively impacted.

31If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our BTC, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our BTC and our financial condition and results of operations could be materially adversely affected.

Currently, we intend to hold any BTC we may own, in custody accounts at U.S.-based institutional-grade digital asset custodians. Security breaches and cyberattacks are of particular concern with respect to our BTC. BTC and other blockchain-based cryptocurrencies and the entities that provide services to participants in the BTC ecosystem have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities. For example, in October 2021 it was reported that hackers exploited a flaw in the account recovery process and stole from the accounts of at least 6,000 customers of the Coinbase exchange, although the flaw was subsequently fixed and Coinbase reimbursed affected customers. Similarly, in November 2022, hackers exploited weaknesses in the security architecture of the FTX Trading digital asset exchange and reportedly stole over $400 million in digital assets from customers. A successful security breach or cyberattack could result in:

●

a partial or total loss of our BTC in a manner that may not be covered by insurance or the liability provisions of the custody agreements with the custodians who hold our BTC;

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scrutiny that would not be applicable to broker-dealers making recommendations with respect to our common stock. Based on how we are viewed in the market relative to ETPs, and other vehicles that offer economic exposure to bitcoin, such as bitcoin futures ETFs and leveraged bitcoin futures ETFs, any premium or discount in our common stock relative to the value of our bitcoin holdings may increase or decrease in different market conditions. As a result of the foregoing factors, availability of spot bitcoin ETPs on U.S. national securities exchanges could have a material adverse effect on the market price of our common stock.

Our bitcoin treasury strategy subjects us to enhanced regulatory oversight.

As noted above in these Risk Factors, several spot bitcoin ETPs have received approval from the SEC to list their shares on a U.S. national securities exchange with continuous share creation and redemption at NAV. Even though we are not, and do not function in the manner of, a spot bitcoin ETP, it is possible that we nevertheless could face regulatory scrutiny from the SEC or other federal or state agencies due to our bitcoin holdings.

In addition, there has been increasing focus on the extent to which digital assets can be used to launder the proceeds of illegal activities, fund criminal or terrorist activities, or circumvent sanctions regimes, including those sanctions imposed in response to the ongoing conflict between Russia and Ukraine. While we have implemented and maintain policies and procedures reasonably designed to promote compliance with applicable anti-money laundering and sanctions laws and regulations and take care to only acquire our bitcoin through entities subject to anti-money laundering regulation and related compliance rules in the United States, if we are found to have purchased any of our bitcoin from bad actors that have used bitcoin to launder money or persons subject to sanctions, we may be subject to regulatory proceedings and any further transactions or dealings in bitcoin by us may be restricted or prohibited.

We may consider issuing debt or other financial instruments that may be collateralized by our bitcoin holdings. We may also consider pursuing strategies to create income streams or otherwise generate funds using our bitcoin holdings. These types of bitcoin-related transactions may be subject to enhanced regulatory oversight. These and any other bitcoin-related transactions we may enter into, beyond simply acquiring and holding bitcoin, may subject us to additional regulatory compliance requirements and scrutiny, including under federal and state money services regulations, money transmitter licensing requirements and various commodity and securities laws and regulations. Additional laws, guidance and policies may be issued by domestic and foreign regulators following the filing for Chapter 11 bankruptcy protection by FTX Trading, one of the world’s largest cryptocurrency exchanges, in November 2022. U.S. and foreign regulators have also increased enforcement activity thereafter, and regulatory requirements continue to evolve in response to FTX Trading’s collapse as well as changes in government policies regarding cryptocurrencies. Changes in the regulatory environment, including changing interpretations and the implementation of new or varying regulatory requirements by the government or any new legislation affecting bitcoin, as well as enforcement actions involving or impacting our trading venues, counterparties and custodians, may impose significant costs or significantly limit our ability to hold and transact in bitcoin.

In addition, private actors that are wary of bitcoin or the regulatory concerns associated with bitcoin may in the future take further actions that may have an adverse effect on our business or the market price of our common stock.

Regulatory change reclassifying bitcoin as a security could lead to our classification as an “investment company” under the Investment Company Act of 1940, as amended, or the 1940 Act, and could adversely affect the market price of bitcoin and the market price of our common stock.

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if (1) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (2) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in the 1940 Act, and are not registered as an “investment company” under the 1940 Act as of the date of this prospectus supplement.

While senior SEC officials have stated their view that bitcoin is not a “security” for purposes of the federal securities laws, a contrary determination by the SEC could lead to our classification as an “investment company” under the 1940 Act, if the portion of our assets consists of investments in bitcoins exceeds 40% safe harbor limits prescribed in the 1940 Act, which would subject us to significant additional regulatory controls that could have a material adverse effect on our business and operations and may also require us to change the manner in which we conduct our business.

We monitor our assets and income for compliance under the 1940 Act and seek to conduct our business activities in a manner such that we do not fall within its definitions of “investment company” or that we qualify under one of the exemptions or exclusions provided by the 1940 Act and corresponding SEC regulations. If bitcoin is determined to constitute a security for purposes of the federal securities laws, we would take steps to reduce the percentage of bitcoins that constitute investment assets under the 1940 Act. These

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steps may include, among others, selling bitcoins that we might otherwise hold for the long term and deploying our cash in non-investment assets, and we may be forced to sell our bitcoins at unattractive prices. We may also seek to acquire additional non-investment assets to maintain compliance with the 1940 Act, and we may need to incur debt, issue additional equity or enter into other financing arrangements that are not otherwise attractive to our business. Any of these actions could have a material adverse effect on our results of operations and financial condition. Moreover, we can make no assurance that we would successfully be able to take the necessary steps to avoid being deemed to be an investment company in accordance with the safe harbor. If we were unsuccessful, and if bitcoin is determined to constitute a security for purposes of the federal securities laws, then we would have to register as an investment company, and the additional regulatory restrictions imposed by 1940 Act could adversely affect the market price of bitcoin and in turn adversely affect the market price of our common stock.

We may be subject to regulatory developments related to crypto assets and crypto asset markets, which could adversely affect our business, financial condition, and results of operations.

As bitcoin and other digital assets are relatively novel and the application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of bitcoin. The U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of bitcoin or the ability of individuals or institutions such as us to own or transfer bitcoin. For examples, see “— Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty” above.

If bitcoin is determined to constitute a security for purposes of the federal securities laws, the additional regulatory restrictions imposed by such a determination could adversely affect the market price of bitcoin and in turn adversely affect the market price of our common stock. See “— Regulatory change reclassifying bitcoin as a security could lead to our classification as an “investment company” under the Investment Company Act of 1940, as amended, or the 1940 Act, and could adversely affect the market price of bitcoin and the market price of our common stock” above. Moreover, the risks of us engaging in a bitcoin treasury strategy have created, and could continue to create, complications due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future.

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The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of bitcoin and adversely affect our financial condition and results of operations.

As a result of our bitcoin treasury strategy, the majority of our cash is now concentrated in our bitcoin holdings. Accordingly, the emergence or growth of digital assets other than bitcoin may have a material adverse effect on our financial condition. While bitcoin is the largest digital asset by market capitalization as of the date of this annual report on Form 10-K, there are numerous alternative digital assets and many entities, including the U.S. government, consortiums and financial institutions, are researching and investing resources into private or permissioned blockchain platforms or digital assets that do not use proof-of-work mining like the bitcoin network. For example, in late 2022, the Ethereum network transitioned to a “proof-of-stake” mechanism for validating transactions that requires significantly less computing power than proof-of-work mining. The Ethereum network has completed another major upgrade since then and may undertake additional upgrades in the future. If the mechanisms for validating transactions in Ethereum and other alternative digital assets are perceived as superior to proof-of-work mining, those digital assets could gain market share relative to bitcoin.

Other alternative digital assets that compete with bitcoin in certain ways include “stablecoins,” which are designed to maintain a constant price because of, for instance, their issuers’ promise to hold high-quality liquid assets (such as U.S. dollar deposits and short-term U.S. treasury securities) equal to the total value of stablecoins in circulation. Stablecoins have grown rapidly as an alternative to bitcoin and other digital assets as a medium of exchange and store of value, particularly on digital asset trading platforms. As of the date of this annual report on Form 10-K, two of the seven largest digital assets by market capitalization are U.S. dollar-backed stablecoins.

Additionally, central banks in some countries have started to introduce digital forms of legal tender. For example, China’s CBDC project was made available to consumers in January 2022, and governments including the European Union and Israel have been discussing the potential creation of new CBDCs. Whether or not they incorporate blockchain or similar technology, CBDCs, as legal tender in the issuing jurisdiction, could also compete with, or replace, bitcoin and other digital assets as a medium of exchange or store of value. As a result, the emergence or growth of these or other digital assets could cause the market price of bitcoin to decrease, which could have a material adverse effect on our financial condition, and operating results.

Our intended bitcoin holdings may be less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.

Historically, the bitcoin markets have been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of market instability, we may not be able to sell our bitcoin at favorable prices or at all. For example, a number of bitcoin trading venues temporarily halted deposits and withdrawals in 2022. As a result, our bitcoin holdings may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. Further, bitcoin we may hold with our custodians and transact with our trade execution partners may not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Additionally, we may be unable to enter into term loans or other capital raising transactions collateralized by our unencumbered bitcoin or otherwise generate funds using our bitcoin holdings, including in particular during times of market instability or when the price of bitcoin has declined significantly. If we are unable to sell our bitcoin, enter into additional capital raising transactions using bitcoin as collateral, or otherwise generate funds using our bitcoin holdings, or if we are forced to sell our bitcoin at a significant loss, in order to meet our working capital requirements, our business and financial condition could be negatively impacted.

Due to the unregulated nature and lack of transparency surrounding the operations of many bitcoin trading venues, bitcoin trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in bitcoin trading venues and adversely affect the value of our bitcoin

Bitcoin trading venues are relatively new and, in many cases, unregulated. Furthermore, there are many bitcoin trading venues which do not provide the public with significant information regarding their ownership structure, management teams, corporate practices and regulatory compliance. As a result, the marketplace may lose confidence in bitcoin trading venues, including prominent exchanges that handle a significant volume of bitcoin trading and/or are subject to regulatory oversight, in the event one or more bitcoin trading venues cease or pause for a prolonged period the trading of bitcoin or other digital assets, or experience fraud, significant volumes of withdrawal, security failures or operational problems.

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In 2019 there were reports claiming that 80-95% of bitcoin trading volume on trading venues was false or non-economic in nature, with specific focus on unregulated exchanges located outside of the United States. The SEC also alleged as part of its June 5, 2023, complaint that Binance Holdings Ltd. committed strategic and targeted “wash trading” through its affiliates to artificially inflate the volume of certain digital assets traded on its exchange. The SEC has also brought recent actions against individuals and digital asset market participants alleging such persons artificially increased trading volumes in certain digital assets through wash trades, or repeated buying and selling of the same assets in fictitious transactions to manipulate their underlying trading price. Such reports and allegations may indicate that the bitcoin market is significantly smaller than expected and that the United States makes up a significantly larger percentage of the bitcoin market than is commonly understood. Any actual or perceived false trading in the bitcoin market, and any other fraudulent or manipulative acts and practices, could adversely affect the value of our bitcoin. Negative perception, a lack of stability in the broader bitcoin markets and the closure, temporary shutdown or operational disruption of bitcoin trading venues, lending institutions, institutional investors, institutional miners, custodians, or other major participants in the bitcoin ecosystem, due to fraud, business failure, cybersecurity events, government-mandated regulation, bankruptcy, or for any other reason, may result in a decline in confidence in bitcoin and the broader bitcoin ecosystem and greater volatility in the price of bitcoin. For example, in 2022, each of Celsius Network, Voyager Digital, Three Arrows Capital, FTX, and BlockFi filed for bankruptcy, following which the market prices of bitcoin and other digital assets significantly declined. In addition, in June 2023, the SEC announced enforcement actions against Coinbase, Inc., and Binance Holdings Ltd., two providers of large trading venues for digital assets, which similarly was followed by a decrease in the market price of bitcoin and other digital assets. These were followed in November 2023, by an SEC enforcement action against Payward Inc. and Payward Ventures Inc., together known as Kraken, another large trading venue for digital assets. The price of our common stock may be affected by the value of our bitcoin holdings, the failure of a major participant in the bitcoin ecosystem could have a material adverse effect on the market price of our common stock.

If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our bitcoin, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our bitcoin and our financial condition and results of operations could be materially adversely affected.

Currently, we intend to hold any bitcoin we may own, in custody accounts at U.S.-based institutional-grade digital asset custodians. Security breaches and cyberattacks are of particular concern with respect to our bitcoin. Bitcoin and other blockchain-based cryptocurrencies and the entities that provide services to participants in the bitcoin ecosystem have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities. For example, in October 2021 it was reported that hackers exploited a flaw in the account recovery process and stole from the accounts of at least 6,000 customers of the Coinbase exchange, although the flaw was subsequently fixed and Coinbase reimbursed affected customers. Similarly, in November 2022, hackers exploited weaknesses in the security architecture of the FTX Trading digital asset exchange and reportedly stole over $400 million in digital assets from customers. A successful security breach or cyberattack could result in:

● a partial or total loss of our bitcoin in a manner that may not be covered by insurance or the liability provisions of the custody agreements with the custodians who hold our bitcoin;

●

harm to our reputation and brand;

●

improper disclosure of data and violations of applicable data privacy and other laws; or

●

significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, contractual and financial exposure.

Further, any actual or perceived data security breach or cybersecurity attack directed at other companies with digital assets or companies that operate digital asset networks, regardless of whether we are directly impacted, could lead to a general loss of confidence in the broader ~~bitcoin~~BTC blockchain ecosystem or in the use of the ~~bitcoin~~BTC network to conduct financial transactions, which could negatively impact us.

Attacks upon systems across a variety of industries, including industries related to ~~bitcoin~~BTC, are increasing in frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper or illegal access to systems and information (including personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our systems or those of our third-party service providers or partners. We may experience breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities. In particular, we expect that unauthorized parties will attempt, to gain access to our systems and facilities, as well as those of our partners and third-party service providers, through various means, such as hacking, social engineering, phishing and fraud. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. In addition, certain types of attacks could harm us even if our systems are left undisturbed. For example, certain threats are designed to remain dormant or undetectable, sometimes for extended periods of time, or until launched against a target and we may not be able to implement adequate preventative measures. Further, there has been an increase in such activities due to the increase in work-from-home arrangements. The risk of cyberattacks could also be increased by cyberwarfare in connection with the ongoing Russia-Ukraine and Israel-Hamas conflicts, or other future conflicts, including potential proliferation of malware into systems unrelated to such conflicts. Any future breach of our operations or those of others in the BTC industry, including third-party services on which we rely, could materially and adversely affect our financial condition and results of operations.

35We rely entirely on third-party mining service providers and pool operators, and any failure by those counterparties could prevent us from maintaining our mining operations and receiving our estimated digital asset rewards.

Under our lease agreements, third parties own, house, power, and maintain all our leased miners, and our role is limited to supplying the contractual computing power that the operator directs to the mining pools of our choice. We therefore have no physical possession of the machines, no direct visibility into uptime or energy-cost management and only limited contractual remedies if the operator experiences hardware failures, cyber-incidents, regulatory shutdowns, curtailments, or insolvency. Should the operator misallocate hashrate, under-report our fractional share of daily block rewards, or alter pool-reward formulas, our revenue could decline sharply while our fixed lease payments continue. Because we do not control the equipment, we may be unable to redeploy, repossess, or remarket the rigs, leaving us fully exposed to the operator’s performance and creditworthiness. Any material disruption or dispute with this third party would materially and adversely affect our financial condition.

Because substantial portions of our lease commitments are paid in advance of the respective term, if our daily fractional share of block rewards falls below expectations or the value of the mining rewards substantially decreases, we may not achieve profitability or could suffer substantial losses.

We pre-pay or commit to short-term and long-term lease fees that are recorded as cost of revenue, even though the bitcoin rewards we receive fluctuate daily. Our entitlement is calculated each 24-hour period as a fraction of the total blocks the entire bitcoin network is expected, and not guaranteed, to generate. If the network produces fewer blocks than forecast, our operator’s pool misses solved blocks, or if network difficulty rises more swiftly than anticipated, our realized revenue from digital assets mined may fall short of the expected return while lease obligations remain fixed. In such cases the cumulative bitcoin earned over the lease term may be unable to offset the cash we have expended, forcing us to recognize operating losses and constraining our liquidity.

We receive non-cash consideration that is subject to daily fair-value remeasurement, creating significant earnings volatility and potential liquidity mismatches.

We recognize revenue each day at the fair value, in U.S. dollars, of the bitcoin awarded by the pool operator, and we subsequently mark our digital-asset inventory to fair value at every reporting date, recording unrealized gains or losses in the statement of operations. Bitcoin’s market price can be highly volatile; a sharp decline after the award date can convert recently recognized revenue into an accounting loss and erode shareholders’ equity, while a rapid price increase may inflate GAAP income without generating the

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~~even~~cash ifneeded ~~our systems are left undisturbed. For example, certain threats are designed~~ to ~~remain~~satisfy ~~dormant~~fixed orlease ~~undetectable, sometimes for extended periods of time, or until launched against a target~~ and weoperating ~~may not be able to implement adequate preventative measures~~expenses. ~~Further,~~Because ~~there~~lease ~~has~~costs ~~been~~are anlargely ~~increase~~fixed inand ~~such~~paid ~~activities due to the increase~~ in ~~work-from-home~~cash, ~~arrangements.~~any ~~The~~liquidity ~~risk~~shortfalls ~~of cyberattacks~~ could ~~also~~require beus ~~increased by cyberwarfare in connection with the ongoing Russia-Ukraine and Israel-Hamas conflicts, or other future conflicts, including potential proliferation of malware into systems unrelated~~ to ~~such~~liquidate ~~conflicts.~~treasury ~~Any~~holdings ~~future~~at ~~breach~~unfavorable ~~of our operations or those of others in the bitcoin industry~~prices, ~~including~~and ~~third-party services on which we rely, could~~ materially and adversely affect our financial condition ~~and results of operations~~.

Bitcoin network difficulty, hashrate growth, and our lack of owned equipment may render the hashrate output of our leased miners uncompetitive.

A miner’s share of block rewards is proportional to its hashrate relative to the global network hashrate. Network difficulty automatically rises when aggregate hashrate increases, often following periods of elevated bitcoin prices or the release of more efficient mining models. If global hashrate grows faster than the incremental hashrate we are able to secure under existing or future leases, our percentage of daily rewards will contract. Unlike miners that own their rigs and can swiftly liquidate and reinvest, we are bound by fixed-term leases that restrict our ability to swap in newer models, scale capacity, or relocate hardware to cheaper power markets. Should the price of bitcoin stagnate or fall while difficulty rises, the revenue generated by our leased fleet may drop below the all-in lease and power costs, forcing us to mine at a loss or idle equipment while continuing to pay the lease. Moreover, accurately forecasting future difficulty is inherently uncertain; unexpected spikes could prevent us from recovering our lease commitments and erode our competitive position.

Risks Relating to Our Common Stock and Preferred Stock

An active, liquid and orderly market for our common stock may not develop or be sustained, and you may not be able to sell your common stock without adversely affecting the price, or at all depending on volume offered for sale at any time.

Our common stock trades on the NYSE American LLC Exchange (“NYSE American”). We cannot assure you that an active trading market for our common stock will develop or be sustained. The lack of an active market may impair your ability to sell the common stock at the time you wish to sell or at a price that you consider reasonable. An inactive market may also impair our ability to raise capital by selling common stock and may impair our ability to acquire other businesses or technologies using our common stock as consideration, which, in turn, could materially adversely affect our business.

We are subject to the continued listing requirements of the NYSE American. If we are unable to comply with such requirements, our common stock would be delisted from the NYSE American, which would limit investors’ ability to effect transactions in our common stock and subject us to additional trading restrictions.

Our common stock is currently listed on the NYSE American. In order to maintain our listing, we must maintain certain share prices, financial and share distribution targets, including maintaining a minimum amount of ~~shareholders~~stockholders’ equity and a minimum number of public ~~shareholders~~stockholders. In addition to these objective standards, the NYSE American may delist the securities of any issuer if, in its opinion, the issuer’s financial condition and/or operating results appear unsatisfactory; if it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to make continued listing on the NYSE American inadvisable; if the issuer sells or disposes of principal operating assets or ceases to be an operating company; if an issuer fails to comply with the NYSE American’s listing requirements; if an issuer’s common stock sells at what the NYSE American considers a “low selling price” (generally trading below $0.20 per share for an extended period of time); or if any other event occurs or any condition exists which makes continued listing on the NYSE American, in its opinion, inadvisable.

On December 20, 2023, we received a letter ~~(the “Letter”)~~ from the staff of NYSE American stating that the Company’s stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 was not in compliance with the NYSE American’s continued listing standards under Section 1003(a)(iii) of the NYSE American Company Guide (the “Company Guide”). Section 1003(a)(iii) of the Company Guide requires a listed company to have stockholders’ equity of $6 million or more if the listed company has reported losses from continuing operations and/or net losses in its five most recent fiscal years. The Company submitted a plan to the NYSE American on January 19, 2024 advising of actions it has taken or will take to regain compliance with the continued listing standards by June 20, 2025. On March 5, 2024, we received a notification from the NYSE American that the Company’s plan to regain compliance was accepted.

On February 12, 2024, we received a letter from the staff of NYSE American ~~LLC (the “Exchange”)~~ stating that the Company’s securities’ performance of trading price is below compliance criteria pursuant to Section 1003(f)(v) of the NYSE American Company Guide, which ~~the~~NYSE ~~Exchange~~American determined to be a 30-trading day average of less than $0.20 per share. The Company’s continued listing iswas predicated on it demonstrating sustained price improvement within a reasonable period of time, which ~~the~~NYSE ~~Exchange~~American ~~has~~had determined to be no later than August 12, 2024, or otherwise effecting a reverse stock split of ~~its~~the Company’s common stock.

On May 6, 2024, the Company received a letter from the staff of NYSE American indicating that the Company ~~has~~had regained compliance with the NYSE American continued listing standard set forth in Section 1003(f)(v) of the NYSE American Company Guide due to its shares of common stock demonstrating sustained price improvement.

On December 18, 2024, the Company received a letter from the NYSE American indicating that the Company has regained compliance with the NYSE American continued listing standard set forth in Sections 1003(a)(i), (ii) and (iii) of the Company Guide. To resolve the deficiency, the Company demonstrated compliance with the applicable standards for two consecutive quarters, pursuant to Section 1009(f) of the Company Guide. Effective as of the opening of trading on December 17, 2024, the below compliance indicator was removed, and the Company’s name was removed from the list of NYSE American noncompliant issuers. The Company remains subject to the NYSE American’s continued listing standards.21

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On December 18, 2024, the Company received a letter from the staff of NYSE American indicating that the Company had regained compliance with the NYSE American continued listing standard set forth in Sections 1003(a)(i), (ii) and (iii) of the Company Guide. To resolve the deficiency, the Company demonstrated compliance with the applicable standards for two consecutive quarters, pursuant to Section 1009(f) of the Company Guide. Effective as of the opening of trading on December 17, 2024, the compliance indicator was removed, and the Company’s name was removed from the list of NYSE American noncompliant issuers. The Company remains subject to the NYSE American’s continued listing standards.

If the NYSE American delists our common stock from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our common stock would qualify to be quoted on the OTC Bulletin Board ® or on the Pink Sheets ® (a quotation medium operated by Pink Sheets LLC). If this were to occur, we could face significant material adverse consequences, including:

●

a limited availability of market quotations for our securities;

●

reduced liquidity for our securities;

●

a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

●

a limited amount of news and analyst coverage; and

●

a decreased ability to issue additional securities or obtain additional financing in the future.

If securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. Our research coverage by industry and financial analysts is currently limited. Even if our analyst coverage increases, if one or more of the analysts who cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Shares eligible for future sale may adversely affect the market.

From time to time, certain of our stockholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to amended Rule 144, non-affiliate stockholders may sell freely after six months subject only to the current public information requirement. Affiliates may sell after six months subject to the Rule 144 volume, manner of sale (for equity securities), and current public information and notice requirements. Any substantial sales of our common stock pursuant to Rule 144 may have a material adverse effect on the market price of our common stock.

We could issue additional common stock, which might dilute the book value of our common stock.

Our Board of Directors has the authority, without action or vote of our ~~shareholders~~stockholders, to ~~issue~~authorize the issuance of all or a part of our authorized but unissued shares. Such stock issuances could be made at a price that reflects a discount or a premium from the then-current trading price of our common stock. In addition, in order to raise capital, we have and may need to issue securities that are convertible into or exchangeable for a significant amount of our common stock. These issuances would dilute the percentage ownership interest, which would have the effect of reducing your influence on matters on which our ~~shareholders~~stockholders vote and might dilute the book value of our common stock. You may incur additional dilution if holders of stock options, whether currently outstanding or subsequently granted, exercise their options, or if warrant holders exercise their warrants, whether currently outstanding or subsequently granted, to purchase shares of our common stock.

Our common stock could be further diluted as a result of the issuance of convertible securities, warrants or options.

In the past, we have issued convertible securities (such as convertible debentures and notes), warrants and options in order to raise money or as compensation for services and incentive compensation for our employees and directors. We have shares of common stock reserved for issuance upon the exercise of certain of these securities and may increase the shares reserved for these purposes in the future. Our issuance of these convertible securities, options and warrants could affect the rights of our stockholders, could reduce the market price of our common stock or could result in adjustments to exercise prices of outstanding warrants (resulting in these securities becoming exercisable for, as the case may be, a greater number of shares of our common stock), or could obligate us to issue additional shares of common stock to certain of our stockholders.

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the future. Our issuance of these convertible securities, options and warrants could affect the rights of our stockholders, could reduce the market price of our common stock or could result in adjustments to exercise prices of outstanding warrants (resulting in these securities becoming exercisable for, as the case may be, a greater number of shares of our common stock), or could obligate us to issue additional shares of common stock to certain of our stockholders.

We may require additional capital to support business growth, and if capital is not available to us or is available only by diluting existing stockholders, our business, operating results and financial condition may suffer.

We may require additional capital to continue to develop and grow our business and operations, including responding to business opportunities, challenges or unforeseen circumstances, and we cannot be certain that additional financing will be available, which could limit our ability to grow and jeopardize our ability to continue our business operations. We fund our capital needs from available working capital; however, the timing of available working capital and capital funding needs may not always coincide, and the levels of working capital may not fully cover capital funding requirements. From time to time, we may need to supplement our working capital from operations with proceeds from financing activities. There can be no assurance that we will be able to obtain any additional financing on terms that are acceptable to us, or at all.

If we raise additional funds through issuances of equity, our existing stockholders could experience significant dilution, and any new securities we issue could have rights, preferences and privileges superior to those of holders of our shares of common stock. Additionally, any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities.

Further, a severe or prolonged economic downturn could result in a variety of risks to our business, including weakened demand for our products or services and our inability to raise additional capital when needed on acceptable terms, if at all. Failure to secure any necessary financing in a timely manner and on favorable terms could impair our ability to achieve our growth strategy, could harm our financial performance and stock price and could require us to delay or abandon our business plans. We cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact our business.

Global economic uncertainty and financial market volatility caused by political instability, changes in international trade relationships and conflicts, such as the war in Ukraine and conflicts in the ~~Israel-Hamas~~Middle ~~war~~East, could make it more difficult for us to access financing and could adversely affect our business and operations.

Our ability to raise capital is subject to the risk of adverse changes in the market value of our stock. Periods of macroeconomic weakness or recession and heightened market volatility caused by adverse geopolitical developments could increase these risks, potentially resulting in adverse impacts on our ability to raise further capital on favorable terms. The impact of geopolitical tension, such as a deterioration in the bilateral relationship between the US and China or an escalation in conflict between Russia and Ukraine and the ~~Israel-Hamas~~conflicts ~~war~~in the Middle East, including any resulting sanctions, export controls or other restrictive actions that may be imposed by the US and/or other countries against governmental or other entities in, for example, Russia, also could lead to disruption, instability and volatility in global trade patterns, which may in turn impact our ability to source necessary reagents, raw materials and other inputs for our research and development operations.

We do not intend to pay dividends.

We do not anticipate paying cash dividends on our common stock in the foreseeable future. We may not have sufficient funds to legally pay dividends. Even if funds are legally available to pay dividends, we may nevertheless decide in our sole discretion not to pay dividends. The declaration, payment and amount of any future dividends will be made at the discretion of our board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors our board of directors may consider relevant. There is no assurance that we will pay any dividends in the future, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

Voting power of our ~~shareholders~~stockholders is highly concentrated by insiders.

Our officers, directors and affiliates currently beneficially own approximately 3270.2145% of the voting power of our voting stock. Such concentrated control of the Company may adversely affect the value of our ~~Common~~common ~~Stock~~stock. If you acquire our ~~Common~~common ~~Stock~~stock, you may have no effective voice in our management. Sales by our insiders or affiliates, along with any other market transactions, could affect the value of our ~~Common~~common ~~Stock~~stock.

~~We have 1,000,000 shares of Series A Voting Preferred Stock with super voting rights.~~23

Our capital stock as of the date hereof consists of common stock and Series A Voting Preferred Stock. All 1,000,000 shares of Series A Voting Preferred Stock have been issued to Mr. Michael Mo, our Chairman, and Chief Executive Officer. Each share of common stock is entitled to one (1) vote and each share of Series A Voting Preferred Stock is entitled to one hundred (100) votes on any matter on which action of the stockholders of the corporation is sought. Approximately 24.18% of Mr. Mo’s voting power stems

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~~from~~We ~~his~~have ~~holdings~~shares of ~~the~~ Series A Voting Preferred Stock. ~~The~~outstanding ~~Series A Voting Preferred Stock will vote together~~ with ~~the~~super ~~common~~voting ~~stock~~rights.

Our ~~articles~~outstanding ofcapital ~~incorporation~~stock oras of the ~~Certificate~~date ofhereof ~~Designation~~consists of ~~Preferences,~~common ~~Rights~~stock and ~~Limitations of the Non-convertible~~ Series A Voting Preferred Stock. doAll ~~not~~1,000,000 ~~provide~~shares ~~for any sunset provisions that limit the lifespan~~ of ~~our~~ Series A Voting Preferred Stock, ~~including~~have inbeen ~~the~~issued ~~case~~to ofMr. ~~the~~Michael ~~death~~Mo, ofour aChairman ~~Series~~and AChief ~~Voting~~Executive ~~Preferred~~Officer. ~~Stock~~Each ~~shareholder~~share ~~or intra-family transfers~~ of ~~shares~~common ofstock ~~Series~~is Aentitled ~~Voting~~to ~~Preferred~~one ~~Stock.~~vote ~~The~~and ~~holders~~each share of Series A Voting Preferred Stock ~~shall~~is ~~not be~~ entitled to ~~receive~~100 ~~dividends~~votes ofon any ~~kind~~matter oron bewhich ~~entitled~~action toof ~~any~~the ~~liquidation~~stockholders ~~preference.~~of ~~The~~the ~~Series~~Company Ais ~~Voting~~sought. ~~Preferred~~Approximately ~~Stock~~97.30% ~~shall~~of ~~not~~Mr. beMo’s ~~subject~~voting topower ~~conversion~~stems ~~into~~from ~~common~~his ~~stock~~holdings orof ~~other~~the ~~equity~~Series ~~authorized~~A toVoting bePreferred ~~issued by the Company~~Stock. ~~See~~The ~~“Description~~Series ofA ~~Capital~~Voting Preferred Stock” ~~for~~will ~~additional~~vote ~~information~~together ~~regarding~~with ~~our~~the ~~Series~~common ~~A Voting Preferred Stock~~stock.

InOur ~~addition~~certificate toof incorporation or the ~~dilutive~~Certificate ~~effect~~of onDesignation ~~the~~of ~~voting~~Preferences, ~~power~~Rights and ~~value~~Limitations of ~~our~~the ~~common~~Non-convertible ~~stock,~~Series ~~the~~A ~~foregoing~~Voting ~~structure~~Preferred ofStock ~~our~~do ~~capital~~not ~~stock~~provide ~~may~~for ~~render~~any ~~our~~sunset ~~common~~provisions ~~stock~~that ~~ineligible~~limit ~~for~~the ~~inclusion~~lifespan inof ~~certain~~our ~~securities~~Series ~~market~~A ~~indices,~~Voting ~~and~~Preferred ~~thus~~Stock, ~~adversely~~including ~~affect~~in the ~~price~~case ~~and~~of ~~liquidity~~the death of, ~~and~~a ~~public~~Series ~~sentiment~~A ~~regarding,~~Voting ~~our~~Preferred ~~common~~Stock ~~stock~~stockholder or ~~other~~intra-family ~~securities.~~transfers ~~The~~of ~~existence~~shares of, ~~and~~Series ~~voting~~A ~~rights~~Voting ~~associated~~Preferred ~~with,~~Stock. ~~our~~The holders of Series A Voting Preferred Stock, ~~either~~are ~~alone~~not orentitled into ~~conjunction~~receive ~~with~~dividends ~~certain~~ of ~~the~~any ~~other~~kind ~~provisions~~or ofto ~~our~~any ~~articles~~liquidation ofpreference. ~~incorporation,~~The ~~could~~Series ~~also~~A ~~have~~Voting ~~the~~Preferred ~~effect~~Stock ofis ~~delaying,~~not ~~deterring~~convertible orinto ~~preventing~~common astock ~~change~~or inany ~~our~~other ~~control~~equity orauthorized ~~make~~to ~~the~~be ~~removal~~issued ofby ~~our~~the ~~management more difficult~~Company.

~~Our~~In ~~Chairman~~addition to the dilutive effect on the voting power and ~~CEO~~value ~~owns~~of our common stock, the foregoing structure of our capital stock may render our common stock ineligible for inclusion in certain securities market indices, and thus adversely affect the price and liquidity of, and public sentiment regarding, our common stock or other securities. The existence of, and voting rights associated with, our Series A Voting Preferred Stock, ~~and~~either ~~will~~alone beor ~~able~~in toconjunction ~~exert~~with ~~significant~~certain of the other provisions of our certificate of incorporation, could also have the effect of delaying, deterring or preventing a change in our control ~~over~~or ~~matters~~make ~~subject~~the toremoval ~~shareholder~~of ~~approval~~our management more difficult.

~~Michael~~Our ~~Mo, our~~ Chairman and CEO, ~~currently beneficially~~ owns ~~common~~our ~~stock and~~ Series A Voting Preferred Stock ~~that~~and ~~provide him with 31.78% of the voting power of our voting stock. Therefore, even after further offerings, he~~ will ~~have the ability to substantially influence us through this ownership position. For example, he may~~ be able to ~~significantly~~exert influence elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. His interests may not always coincide with our corporate interests or the interests of other shareholders, and he may act in a manner with which you may not agree or that may not be in the best interests of our other shareholders. So long as he continues to own a significant ~~amount~~control ofover ~~our~~matters ~~equity,~~subject ~~he will continue~~ to bestockholder ~~able to strongly influence or effectively control our decisions~~approval.

~~Our~~Michael ~~articles~~Mo, our Chairman and CEO, currently beneficially owns common stock and Series A Voting Preferred Stock that provide him with 70.28% of ~~incorporation~~the ~~allow~~voting ~~for~~power of our ~~board~~voting stock. Therefore, even after any further dilution from future equity issuances, he will have the ability to ~~create~~substantially ainfluence ~~new~~us ~~series~~through this ownership position. For example, he may be able to significantly influence elections of ~~preferred~~directors, ~~stock~~amendments ~~without~~of ~~further~~our organizational documents, or approval byof any merger, sale of assets, or other major corporate transaction. His interests may not always coincide with our corporate interests or the interests of other stockholders, and he may act in a manner with which ~~could~~you ~~adversely~~may ~~affect~~not ~~the~~agree ~~rights~~or ofthat may not be in the ~~holders~~best interests of our ~~Common~~other ~~Stock~~stockholders. So long as he continues to hold a significant amount of voting power, he will continue to be able to strongly influence or effectively control our decisions.

Our ~~Board~~certificate of ~~Directors~~incorporation ~~has~~allows ~~the~~for ~~authority~~our toboard ~~fix and determine the relative rights and preferences of preferred stock. Our Board of Directors have the authority~~ to ~~issue~~create upa tonew ~~20,000,000~~series ~~shares~~ of ~~our~~ preferred stock, ~~terms of which may be determined by the Board~~ without further ~~stockholder~~ approval. Asby aour ~~result~~stockholders, ~~our~~which ~~Board of Directors~~ could ~~authorize~~adversely affect the ~~issuance~~rights of ~~a series of preferred stock that would grant to holders~~ the ~~preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the~~ holders of ~~Common Stock and the right to the redemption of the shares, together with a premium, prior to the redemption of~~ our ~~Common~~common ~~Stock~~stock.

InOur ~~addition~~Board of Directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our Board of Directors have the authority to authorize the issuance of up to 20,000,000 shares of our preferred stock, terms of which may be determined by the Board without further stockholder approval. As a result, our Board of Directors could authorize the issuance of a series of preferred stock that ~~has~~would ~~greater~~grant ~~voting~~to ~~power~~holders ~~than~~the preferred right to our ~~Common~~assets ~~Stock~~upon orliquidation, ~~that~~the isright ~~convertible~~to ~~into~~receive ~~our~~dividend ~~Common~~payments ~~Stock,~~before ~~which~~dividends ~~could~~are ~~decrease~~distributed to the ~~relative~~holders ~~voting~~of ~~power~~common stock and the right to the redemption of ~~our~~the ~~Common~~shares, ~~Stock~~together orwith ~~result~~a inpremium, ~~dilution~~prior to the redemption of our ~~existing~~common ~~stockholders~~stock.

In addition, our Board of Directors could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders.

On January 26, 2024, our Board of Directors approved, authorized, and ratified the issuance of 730,000 shares of previously designated Non-convertible Series A Voting Preferred Stock to the Chairman and Chief Executive Officer of the Company, Michael Mo, for no consideration, subject to the Board reserving the full and unequivocal right to revoke, rescind, transfer or otherwise cancel the issued Non-convertible Series A Voting Preferred Stock in the event Michael Mo is removed from any position with the Company or resigns from all positions with the Company. On January 16, 2025, the Board of Directors approved the issuance of an additional 270,000 shares of Non-convertible Series A Voting Preferred Stock to the Chief Executive Officer, bringing his total holdings up to 1,000,000 shares of Series A Voting Preferred Stock.

The issuance of up to 1,000,000 shares of Non-convertible Series A Voting Preferred Stock was previously approved and authorized by a vote of the majority stockholders of the Company and reinforces and enhances the Company’s flexibility to optimize the Company’s negotiating position in any potential current and/or future engagements with commercial, financial, and/or strategic parties, and to provide defenses against potential hostile third-party actions. Each record holder of Non-convertible Series A Voting Preferred Stock shall have that number of votes (identical in every other respect to the voting rights of the holders of Common Stock entitled to vote at any regular or special meeting of the shareholders or by written consent) equal to one-hundred (100) votes per share of Non-convertible Series A Voting Preferred Stock held by such record holder.

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parties, and to provide defenses against potential hostile third-party actions. Each record holder of Non-convertible Series A Voting Preferred Stock has 100 votes per share of Non-convertible Series A Voting Preferred Stock held by such record holder, but the Series A Voting Preferred Stock is otherwise identical in every other respect to the voting rights of the holders of common stock entitled to vote at any regular or special meeting of the stockholders or by written consent.

ITEM 1B. UNRESOLVED STAFF COMMENTS

~~Smaller~~As ~~reporting~~a ~~companies~~smaller ~~such~~reporting ascompany, usthe ~~are~~Company is not required to provide the information required by this item.

ITEM 1C. CYBERSECURITY

We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats. These risks include, among other things: operational risks, intellectual property theft, fraud, extortion, harm to employees or customers and violation of data privacy or security laws. Our customers, suppliers and subcontractors face similar cybersecurity threats, and a cybersecurity incident impacting us or any of these entities could materially adversely affect our operations, performance, and results of operations.

Cyber partners are a key part of our cybersecurity infrastructure. KULR partners with leading cybersecurity companies, leveraging third-party technology and expertise. KULR engages with these partners to monitor and maintain the performance and effectiveness of products and services that are deployed in KULR’s environment.

KULR’s Chief Technology Officer ~~(“CTO”)~~, in conjunction with our third-party providers, is responsible for assessing and managing KULR’s cyber risk management program, informs senior Management regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents, and supervises such efforts. In addition, KULR has made additional investment into cybersecurity by hiring an on-premises Information Technology ~~(“IT”)~~ Manager who will dedicate time weekly to supporting the development of KULR cyber related policies and working on enforcement with 3rd party managed solutions providers.

We deploy online cybersecurity training for employees and consider this a critical step in safeguarding the Company’s data and assets. The training provides employees with a baseline understanding of cybersecurity fundamentals to prevent security breaches and safely identify potential threats. The training techniques to strengthen our defensive stance against the increasing number and sophistication of cyberattacks worldwide include insider attacks, phishing and email attacks and data protection. Employee completion of cybersecurity training is tracked and monitored via an online administrative portal.

The Board of Directors oversees Management’s processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives. Management briefs the Board of Directors on our cybersecurity and information security posture, and the Board of Directors is apprised of cybersecurity incidents at quarterly Board of Directors meetings.

We maintain a cyber risk management program designed to identify, assess, manage, mitigate, and respond to cybersecurity threats. This program is integrated within the Company’s enterprise risk management system and addresses both the corporate information technology ~~(“IT”)~~ environment and customer-facing products. The underlying controls of the cyber risk management program are based on recognized best practices and standards for cybersecurity and information technology, including the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”). We conduct an annual assessment of our practices and standards against the NIST CSF. KULR is actively engaged with third-party specialists to update policies and institute controls that would ensure Cybersecurity Maturity Model Certification ~~(“CMMC”)~~ level 2 compliance.

Identifying and assessing cybersecurity risk is integrated into our overall risk management systems and processes. Cybersecurity risks related to our business, technical operations, privacy and compliance issues are identified and addressed through a multi-faceted approach including third party assessments, risk and compliance reviews, and meetings with KULR executives. To defend, detect and respond to cybersecurity incidents, we, among other things: conduct proactive privacy and cybersecurity reviews of systems and applications, audit applicable data policies, perform vulnerability testing using external third-party tools and techniques to test security controls, conduct employee training, monitor emerging laws and regulations related to data protection and information security and implement appropriate changes.

We face risks from cybersecurity threats that could have a material adverse effect on our business, financial condition, results of operations, cash flows or reputation. We have experienced, and may continue to experience, cyber incidents in the normal course of our business. Although prior cybersecurity incidents have not had a material adverse effect on our business, financial condition, results of operations, or cash flows, there can be no assurance that we will not suffer a material loss in the future. For a description of the risks from cybersecurity threats that may materially affect the Company, see our risk factors under Item 1A. Risk Factors, including ~~Significant~~the ~~disruptions~~risk ~~of information technology systems, breaches of data security and other incidents could materially adversely affect our business, results of operations and financial condition.~~

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factor entitled Significant disruptions of information technology systems, breaches of data security and other incidents could materially adversely affect our business, results of operations and financial condition.

ITEM 2. PROPERTIES

Our principal executive office is located at 555 Forge River Road, Suite 100, Webster, Texas 77598, and the telephone number at such address is 408-663-5247.

ITEM 3. LEGAL PROCEEDINGS

WeFrom ~~are~~time ~~not~~to ~~currently~~time awe ~~party~~may tobecome ~~any~~involved in legal ~~or administrative~~ proceedings. ~~Our~~arising ~~current officers and directors have not been convicted~~ in athe ~~criminal~~ordinary ~~proceeding~~course ~~nor~~of ~~have~~business. ~~they~~We ~~been~~are ~~permanently~~not orcurrently ~~temporarily~~a ~~enjoined,~~party ~~barred,~~to ~~suspended or otherwise limited from involvement in~~ any ~~type~~material oflegal ~~business, securities~~ or ~~banking~~administrative ~~activities~~proceedings.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Common Equity and Related Stockholder Matters

Our common stock trades on the NYSE American LLC Exchange under the symbol “KULR.”

Securities Authorized for Issuance Under Equity Compensation Plans

See Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” for information regarding securities authorized for issuance.

Stock Transfer Agent

Our stock transfer agent of our Common Stock is VStock Transfer LLC, located at 18 Lafayette Pl, Woodmere, NY 11598.

Common ~~Shareholders~~Stockholders

On March 27, ~~2025~~2026, we had approximately ~~106~~102 ~~record~~stockholders ~~and~~of ~~street shareholders~~record.

Dividends

The Company has not paid any dividends to date. The Company intends to employ all available funds for the growth and development of its business, and accordingly, does not intend to declare or pay any dividends in the foreseeable future.

Recent Sales of Unregistered Securities

There were no sales of unregistered securities during the fiscal year ended December 31, ~~2024~~2025 other than those transactions previously reported to the SEC on our quarterly reports on Form 10-Q and current reports on Form 8-K.

Issuer Purchases of Equity Securities

The Company did not repurchase any of its equity securities during the fourth quarter ended December 31, ~~2024~~2025.

ITEM 6. [Reserved]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis of the results of operations and financial condition of KULR Technology Group, Inc. (“KULR”) and its wholly-owned subsidiary, KULR Technology Corporation (“KTC”) (collectively referred to as “KULR” or the “Company”) as of and for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 should be read in conjunction with our consolidated financial statements and the notes to those consolidated financial statements that are included elsewhere in this Annual Report. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to the Company. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risk, uncertainties and other factors. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Actual results could differ materially because of the factors discussed in “Risk Factors” elsewhere in this Annual Report, and other factors that we may not know.

Overview

KULR ~~Technology~~designs ~~Group, Inc.,~~and ~~through~~builds ~~our~~advanced ~~wholly-owned~~battery ~~subsidiary~~systems ~~KULR~~for ~~Technology~~autonomous ~~Corporation~~platforms, ~~develops~~digital ~~and~~infrastructure, ~~commercializes high~~e-~~performance~~mobility ~~thermal~~and ~~management~~Space ~~technologies~~– ~~for~~sold ~~batteries,~~as ~~electronics,~~a ~~and~~product ~~other~~or ~~components~~delivered ~~across~~as anservice ~~array~~subscription. ofThe ~~battery-powered~~Company ~~applications.~~addresses ~~For~~two ~~aerospace~~primary ~~and~~constraints ~~Department~~in ofelectrification: ~~Defense~~thermal ~~(“DOD”)~~management ~~applications,~~and ~~our~~safety. ~~solutions~~As ~~target~~energy ~~high~~and ~~performance~~power ~~applications~~density inincrease ~~direct~~across ~~energy~~aerospace, ~~hypersonic~~autonomous ~~vehicles~~machines, ~~and~~digital ~~satellite~~infrastructure ~~communications.~~and ~~For~~industrial ~~commercial~~ applications, ~~our~~managing ~~main~~heat ~~focus~~generation, iscurrent adensity, ~~total solution to battery safety~~ and ~~sustainability~~propagation byrisk ~~which~~becomes weessential ~~aim~~ to ~~mitigate~~system ~~the~~reliability ~~effects~~and ~~of thermal runaway propagation which has been~~ survivability.

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~~known~~KULR tois ~~cause~~establishing ~~random~~a ~~fires~~fully inintegrated ~~lithium-ion~~battery ~~(“Li-ion”)~~energy ~~batteries.~~storage ~~This~~system ~~total~~design ~~battery~~and ~~safety~~production ~~solution~~infrastructure ~~can~~in beHouston, ~~used~~Texas. ~~for~~KULR ~~electric~~brings ~~vehicles,~~battery ~~energy~~pack ~~storage~~design, ~~battery~~prototyping, ~~recycling~~testing, ~~transportation~~certification, ~~cloud computing~~ and 5Gmanufacturing; ~~communication~~as ~~devices.~~well ~~Our~~as ~~proprietary~~battery ~~core~~management ~~technology~~system issoftware aand ~~carbon~~electronics ~~fiber~~design ~~material~~capabilities ~~that~~together ~~provides~~under ~~what~~one weroof. ~~believe~~This tofull-stack beapproach ~~superior~~enables ~~thermal~~faster ~~conductivity~~development cycles and ~~heat~~rapid ~~dissipation~~transition ~~for~~from anprototype ~~ultra~~to cost-~~lightweight~~effective ~~and~~volume ~~pliable material~~production. ByThe ~~leveraging~~facility ~~our~~is ~~proprietary~~designed ~~cooling~~to ~~solutions~~build ~~that~~high-power ~~have~~and ~~been~~high-energy ~~developed~~battery ~~through~~packs ~~longstanding~~that ~~partnerships~~require ~~with~~ advanced ~~technology~~thermal, ~~users~~mechanical, ~~like~~and ~~NASA,~~safety ~~the~~engineering. ~~Jet~~With ~~Propulsion~~domestic ~~Lab~~supply chain alignment and ~~others~~scalable production capacity, ~~our~~KULR ~~products~~is ~~and~~positioning ~~services~~itself ~~make~~as ~~commercial~~a leading manufacturer of advanced battery ~~powered~~packs ~~products~~for ~~safer~~mission-critical and ~~electronics~~high-performance ~~systems~~applications ~~cooler~~in ~~and~~the ~~lighter~~United States.

KULR’s ~~business~~VIBE ~~model~~is ~~continues to evolve from being~~ a ~~component~~vibration-reduction ~~supplier,~~technology designed to ~~providing~~improve ~~more~~performance ~~design~~ and ~~testing~~reliability ~~services~~in tohigh-speed ~~our~~and ~~customers~~rotor-driven systems. ~~The~~Derived ~~next~~from ~~step~~vibration ofmanagement ~~evolution is to provide total system~~ solutions toused ~~address~~in ~~market~~defense ~~needs.~~helicopters Infor ~~order~~over to20 ~~scale~~years, upit asaddresses aexcess ~~systems~~vibration ~~provider~~that ~~more~~reduces ~~quickly and efficiently in (i) the Li-ion battery energy storage and recycling markets~~efficiency, ~~(ii) battery~~increases ~~cell~~mechanical ~~design and safety testing~~wear, and ~~(iii) advanced~~shortens ~~thermal~~vehicle ~~management~~lifespan. ~~systems,~~KULR ~~such~~VIBE asenables ~~hypersonic vehicles~~motors, ~~KULR~~rotating ~~will actively seek partners for joint venture~~assemblies, ~~technology licensing~~ and ~~other~~sensitive ~~strategic~~electronics ~~partnership models. The goal is~~ to ~~leverage~~operate ~~the~~more ~~Company’s~~smoothly ~~thermal~~and ~~design~~efficiently ~~technology~~across ~~expertise~~a torange ~~create~~of ~~market~~applications, ~~leading~~including ~~products~~helicopters, ~~which~~drones, ~~KULR~~performance ~~will~~vehicles, ~~take~~wind toturbines, ~~market~~and ~~directly~~other toelectric ~~capture~~and ~~more~~autonomous ~~value for KULR shareholders~~systems.

We have not yet achieved profitability and expect to continue to incur cash outflows from operations, and as a result, we will eventually need to generate significant revenues to achieve profitability. Until that time, we may continue to raise cash, as and when required, through equity or debt financings.

Recent Developments

Annual Revenues

The Company reported record annual revenues of $1016.72 million for ~~2024~~2025, as compared to its previous revenues of $910.87 million for ~~2023~~2024.

~~Bitcoin~~Investments, ~~Strategy~~Impairment and Credit Losses

OnDuring ~~December~~the 4,year ~~2024,~~ended ~~the~~December ~~Board~~31, ~~approved~~2025, ~~and~~ the Company ~~publicly~~made ~~announced~~two ~~its~~investments ~~decision~~in toa ~~include~~private ~~Bitcoin~~German entity (the “~~BTC~~Investee”), asincluding aSeries ~~primary~~A7 ~~asset~~Preferred inShares ~~its~~and ~~treasury~~a ~~program~~convertible loan receivable of $3.3 Onmillion ~~December~~and 22$2.1 million, ~~2024~~respectively. In addition, the Company ~~completed~~had ~~its~~accounts ~~initial~~receivable ~~acquisition~~ of ~~BTC~~$0.8 ~~through~~million ~~Coinbase~~due ~~(the~~from ~~primary~~Investee, ~~broker)~~who ~~and~~was also a ~~total of 217~~customer.18 ~~bitcoin~~On ~~was~~November ~~purchased~~13, at2025, athe ~~weighted~~Investee ~~average~~filed ~~price~~an ofapplication ~~approximately~~with ~~$96,696~~a ~~per~~German ~~bitcoin,~~insolvency orcourt anto ~~aggregate~~open ~~cost~~insolvency ofproceedings. ~~$21~~As ~~million.~~a ~~Subsequent~~result, toas of December 31, ~~2024~~2025, the Company ~~purchased~~has ~~449.45~~fully ~~Bitcoin~~impaired ~~via~~or ~~trade~~recognized ~~orders~~credit onlosses ~~Coinbase,~~associated atwith anthe ~~average~~Company’s ~~cost~~investments ofand ~~$99,008~~accounts ~~per~~receivable ~~Bitcoin~~associated ~~for~~with anthe ~~aggregate $44,499,352~~Investee. ~~Additionally,~~During onthe ~~March~~fourth 7,quarter of 2025, the Company ~~entered~~determined ~~into~~that ait ~~sixty-day~~would ~~Machine~~not ~~Lease~~pursue ~~Agreement~~additional ~~with~~sales aof ~~bitcoin~~exoskeleton ~~mining~~products ~~services company to operate 2~~and,~~500~~ ~~S-19 bitcoin mining machines on KULR’s behalf~~accordingly, atrecorded aan ~~total~~inventory ~~lease~~reserve ~~cost~~ of $~~850,000~~0.5 ~~As of March 27~~million, ~~2025,~~bringing ~~2.48 bitcoin have been mined pursuant to~~ the ~~Machine~~net ~~Lease~~carrying ~~Agreement,~~value atof anits ~~average~~on-hand ~~cost~~exoskeleton ofinventory ~~$84,225~~down ~~per~~to ~~bitcoin~~zero.

AtBitcoin ~~the~~Treasury ~~Market Offering~~Strategy

On ~~July~~December 34, 2024, the ~~Company~~Board ~~entered into an At the Market Offering agreement (the “Sales Agreement”) with an agent (the “Agent”)~~approved, ~~pursuant~~and ~~to which~~ the Company ~~may,~~publicly ~~from~~announced ~~time~~its todecision ~~time, sell shares of common stock for aggregate gross proceeds of up~~ to ~~$20,000,000~~include inBTC ~~“at the market” offerings through or to the Agent (the “ATM”). Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of the sale, or~~ as ~~otherwise agreed with the Agent. The Agent will receive~~ a ~~commission~~primary ~~from~~asset ~~the~~in ~~Company~~its oftreasury 3%program. ofDuring the ~~gross~~year ~~proceeds~~ended ~~of any shares of common stock sold pursuant to the ATM. On~~ December 431, ~~2024~~2025, the Company ~~increased~~purchased ~~the maximum aggregate offering amount of the shares of the Company’s common stock issuable under the ATM from approximately $20 million to $46 million~~783.81 OnBTC ~~December~~via ~~26,~~trade ~~2024,~~orders ~~the~~on ~~Company~~Coinbase increased the maximum aggregate offering amount of the shares of the Company’s common stock issuable under the ATM by an additional $50 million, to $96 million, and the Company entered into an amendment (the “~~Amendment~~Custodian”) ~~to the Sales Agreement with the Agent~~, ~~entered~~at ~~into~~an onaverage ~~July~~cost ~~3, 2024, to provide that the Agent’s compensation payable under the Sales Agreement shall be 2.5%~~ of ~~gross proceeds of any sales of shares of common stock sold under the Sales Agreement. During the year ended December 31~~$101,683 ~~2024,~~per ~~the Company issued a total of 74~~BTC,~~781,217~~ ~~shares~~inclusive of ~~common~~fees ~~stock~~and ~~pursuant~~expenses, ~~to the ATM~~ for an aggregate ~~gross~~cost ~~proceeds~~ of $~~61,912,798~~79.7 ~~During the period from January 2, 2025, through March 27, 2025, the Company has sold 19,387,610 shares of common stock pursuant to this offering, with gross proceeds of $51,122,190~~million.

Bitcoin accounting guidance has been evolving. According to the American Institute of Certified Public Accountants “Accounting for and auditing of Digital Assets practice aid,” bitcoin would satisfy the definition of an indefinite-lived intangible asset and would be accounted for under ASC 350, Intangibles - Goodwill and Other issued by the Financial Accounting Standards Board, or FASB. Under these guidelines, bitcoin holdings would be accounted for initially at cost and subject to impairment losses if their fair value fell below carrying value. In December 2023, the FASB issued Accounting Standards Update No. 2023-08, Accounting for and Disclosure of Crypto Assets (ASU 2023-08), which revised bitcoin accounting treatment. Under this new guidance, the valuation of bitcoin is to be measured based on fair value.

Mining of Digital Assets

Beginning in March 2025, the Company expanded its bitcoin treasury strategy to include BTC mining operations. Management determined that participating in mining activities could (i) increase BTC holdings through internally generated production, (ii) provide potential exposure to favorable mining economics, and (iii) enhance long-term treasury value through vertical participation in the bitcoin ecosystem. The Company’s mining activities are conducted pursuant to fixed-term machine lease agreements.

As of March 27, 2026, 81.72 BTC have been mined pursuant to the Machine Lease Agreements, at an average cost of $103,545 per BTC. See the section “Our Bitcoin Acquisition Strategy” below for further information regarding our BTC purchases, including the source of capital used to purchase BTC.

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At the Market Offerings

On July 3, 2024, the Company entered into an At the Market Offering Agreement (the “First ATM Agreement”) with an agent (the “First ATM Agent”), pursuant to which the Company may, from time to time, sell shares of common stock for aggregate gross proceeds of up to $20 million in “at the market” offerings through or to the First ATM Agent (the “ATM”). Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of the sale, or as otherwise agreed with the First ATM Agent. The First ATM Agent was entitled to a commission from the Company of 3% of the gross proceeds of any shares of common stock sold pursuant to the ATM. On December 4, 2024, the Company increased the maximum aggregate offering amount of the shares of the Company’s common stock issuable under the ATM from approximately $20 million to $46 million. On December 26, 2024, the Company increased the maximum aggregate offering amount of the shares of the Company’s common stock issuable under the ATM by an additional $50 million, to $96 million. On July 3, 2024, the Company entered into an amendment to the First ATM Agreement to reduce the First ATM Agent’s commission to 2.5% of gross proceeds of any sales of shares of common stock sold pursuant to the ATM.

On January 24, 2025, the Company increased the maximum aggregate offering amount of the shares of the Company’s common stock issuable under the First ATM Agreement by an additional $50 million, bringing the total aggregate offering amount to $146 million. On May 30, 2025, the Company completed its initial ATM offering pursuant to the First ATM Agreement, issuing an aggregate of 14,783,401 shares of common stock for gross proceeds of approximately $146 million. Of these shares, 9,347,652 were issued for gross proceeds of $61.9 million in 2024, and 5,435,749 were issued for gross proceeds of $84.1 million in 2025.

On June 9, 2025, the Company entered into a second At the Market Offering Agreement (the “Second ATM Agreement”) with two sales agents (the “Second ATM Agents”), pursuant to which the Company may, from time to time, sell shares of common stock for aggregate gross proceeds of up to $300 million in ATM offerings through or to the Second ATM Agents. On September 30, 2025, the Company reduced the aggregate offering amount to $150 million. Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of the sale, or as otherwise agreed with the Second ATM Agents. The Second ATM Agents will receive a commission from the Company of up to 3.0% of the gross proceeds of any shares of common stock sold pursuant to the Second ATM Agreement. During the year ended December 31, 2025, the Company issued a total of 7,243,562 shares of common stock pursuant to the Second ATM Agreements for aggregate gross proceeds of $39.1 million. As of December 22, 2025, the Company decided to pause its ATM transactions through June 30, 2026.

License and Opportunities for KULR VIBE Fan Balancing Applications

On September 29, 2024, we entered into a licensing agreement for our proprietary vibration reduction technology named KULR Xero Vibe (“KXV”). The ~~$2.35M~~deal ~~agreement~~ includes a $1.1M1 million minimum guaranteed license and royalty fee, a unique opportunity for the licensee to purchase proprietary balancing equipment directly from the Company and additional revenue upside to the Company based on volume and technology upgrades. The licensee, is a ~~leading~~ Japanese corporation, specializing in systems integration and the distribution of advanced semiconductor solutions. During the year ended December 31, 2025, the Company entered into a Master Vehicles Agreement that permits the application of its Zero Vibe technology in automotive platforms. The Company continues to explore additional license opportunities.

43License and Opportunities for CF Cathode Design Technology

On December 29, 2024 the Company entered into a ten-year licensing agreement with a customer located in Japan, for the use of intellectual property in connection with its CF Cathode Design technology (including the specifications, diagrams, schematics and instructions (together the “KULR CF Intellectual Property”) for the production of the CF Cathode. The agreement gives the customer the exclusive license to use the KULR CF Intellectual Property to manufacture and sell CF Cathodes in Japan, and a non-exclusive license to manufacture and sell CF Cathodes in several other countries, including Taiwan, China, India and Korea. Pursuant to this license agreement, the total contract value is $1.8 million, of which the Company recognized $1.7 million in revenue for the year ended December 31, 2024. There was no revenue recognized for the year ended December 31, 2025 under this license agreement. In addition, $0.1 million will be recognized as interest income over the term of the agreement as a result of a significant financing component.

Reverse Stock Split

On June 20, 2025, the Company filed a Certificate of Amendment to its Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 1-for-8 reverse stock split of the shares of the Company’s common Stock, effective on June 23, 2025 (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every eight shares of issued and outstanding common stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split, and any fractional shares that would otherwise have resulted from the Reverse Stock Split were rounded up to the next whole number. The number of authorized shares of common stock under the Company’s Certificate of Incorporation, as amended, remained unchanged.

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~~distribution~~All ofreferences ~~advanced~~to ~~semiconductor~~share ~~solutions,~~and ~~intends~~per share amounts for all periods presented in the audited consolidated financial statements have been retrospectively restated to ~~use~~reflect the ~~KXV~~Reverse ~~technology~~Stock Split. All rights to ~~balance~~receive ~~industrial-scale~~shares ~~fan~~of ~~systems~~common ~~used~~stock inunder ~~data~~outstanding ~~center~~securities, ~~computer~~including ~~cooling~~but not limited to, ~~HVAC~~warrants, options, and ~~other~~restricted ~~industrial~~stock ~~applications~~units (“RSUs”) were adjusted to give effect to the Reverse Stock Split. Furthermore, proportionate adjustments were made to the per share exercise price and the number of shares of common stock that may be purchased upon exercise of outstanding stock options granted by the Company, and the number of shares of common stock reserved for future issuance under the Company’s 2018 Equity Incentive Plan.

OnCredit December 29, 2024 the Company entered into a ten-year licensing agreement with a customer located in Japan, for the use of intellectual property in connection with its CF Cathode Design technology (including the specifications, diagrams, schematics and instructions (together the “KULR CF Intellectual Property”) for the production of the CF Cathode (the “License”). The Agreement gives the customer the exclusive license to use the KULR CF Intellectual Property to manufacture CF Cathodes in Japan, and a non-exclusive license to manufacture CF Cathodes in several other countries, including Taiwan, China, India and Korea. The Company is exploring additional license opportunities based on geographic regions in tangential power-consuming applications, where the Company expects substantial upside revenue potential as product sales and royalty income scales along with its customers’ growth.

~~Change~~On July 1, 2025, the Company entered into a Master Loan Agreement (the “Master Loan Agreement”) with Coinbase Credit, Inc., a Delaware corporation, and Coinbase, Inc., a Delaware corporation, acting in ~~Address~~its principal capacity and as agent for each of ~~Principal~~its ~~Executive~~affiliates ~~Offices~~(each, a “Coinbase Entity” and together the “Lender”). The Master Loan Agreement governs separate loan transactions (each, a “Loan”) whereby the Lender may, from time to time, lend to the Company (i) specified quantities of digital assets or (ii) cash in U.S. dollars (collectively, “Loaned Assets”). Each Loan will be documented by a written confirmation setting forth the asset type, principal amount, loan fee rate, maturity profile and any other negotiated terms. The Master Loan Agreement provides for a multiple-draw term facility up to $20 million. A Loan shall only be deemed to commence once the Lender transfers the Loaned Assets to the Company, and the Company simultaneously pledges the required collateral.

InOn July 8, 2025, the ~~third~~Company ~~quarter~~borrowed $8.0 million in cash (the “Initial Drawdown”) under the Master Loan Agreement. The Initial Drawdown is the first advance against the revolving credit facility established by the Master Loan Agreement. The Initial Drawdown bears an 8% loan fee. The Company’s obligations are secured by a first-priority security interest at a collateral-coverage ratio of ~~2024,~~about we156.25% ~~moved~~of ~~our~~the outstanding principal ~~executive~~amount. ~~offices~~The Initial Drawdown is subject to ~~555~~the ~~Forge~~terms ~~River~~and ~~Road,~~conditions ~~Suite~~of ~~100~~the Master Loan Agreement. As of December 31, ~~Webster~~2025, ~~Texas~~the ~~77598~~balance on the loan was repaid in full.

~~Issuance~~On ofMarch ~~Non~~27, 2026, the Company borrowed $5.0 million in cash (the “March 2026 Drawdown”) under the Master Loan Agreement. The March 2026 Drawdown bears a 7% loan fee. The Company’s obligations under the March 2026 Drawdown are secured under the same terms and collateral-~~Convertible~~coverage ~~Series~~ratio Aas ~~Voting~~the ~~Preferred~~Initial ~~Stock~~Drawdown. The March 2026 Drawdown is subject to terms and conditions of the Master Loan Agreement. After giving effect to the March 2026 Drawdown, $15.0 million of the $20.0 million credit facility remains available.

On January 26, 2024, the Board of Directors (“Board”) of the Company, following extensive strategic evaluation, including consultation with advisors, approved, authorized, and ratified the issuance of 730,000 shares of previously designated Non-convertible Series A Voting Preferred Stock to the Chairman and Chief Executive Officer of the Company, Michael Mo, subject to certain limitations as set forth below, for no consideration. The issuance of up to 1,000,000 shares of Non-convertible Series A Voting Preferred Stock was previously approved and authorized by a vote of the majority stockholders of the Company. On January 16, 2025, the Board of Directors approved the issuance of an additional 270,000 shares of Non-convertible Series A Voting Preferred Stock (“Series A Voting Preferred”) to the Chief Executive Officer, bringing his total holdings up to 1,000,000 shares of Series A Voting Preferred Stock.

Consolidated Results of Operations

Year Ended December 31, ~~2024~~2025 Compared With Year Ended December 31, ~~2023~~2024

Revenue

Our revenues consisted of the following types:


	For the Years Ended
	December 31,				Variances
	~~2024~~2025		~~2023~~2024		$		%
Product sales	$	35,~~644~~052,~~240~~771	$	63,~~903~~644,~~988~~240	$	1,408,531	39	%
Contract services		42,~~406~~201,~~023~~333		24,~~926~~406,~~178~~023		(2,204,690)	(50)	%
IP licensing		2,687,218		—
IP license		—		2,687,218		(2,687,218)	(100)	%
Total Revenue	$	10,737,481	$	9,830,166
Grant revenue		1,886,376		—		1,866,376	N/A
Mining of digital assets		7,029,924		—		7,029,924	N/A
Total Revenue	$	16,170,404	$	10,737,481	$	5,432,923	51	%

For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, we generated $~~10,737,481~~16.2 million and $~~9,830,166~~10.7 million of revenue from 7160 and 5371 customers, respectively~~, representing an increase of $907,315, or 9%~~.

~~Revenue~~We ~~from~~had 47 product sales ~~during~~customers ~~the~~in ~~year~~2025, ~~ended~~compared ~~December~~with ~~31,~~53 in 2024. ~~decreased~~Product bysales $3during these periods include sales of our component product,~~259,748~~ orbattery ~~47%~~production, ~~compared~~internal toshort ~~the~~circuit ~~year~~battery ~~ended~~cells ~~December~~and 31devices, ~~2023.~~patented Wethermal ~~had~~runaway 53shield ~~product~~technology ~~sales~~(“TRS”), ~~customers~~phase inchange ~~2024~~material (“PCM”) heatsinks, ~~compared~~KULR ~~with~~SafeCases, 39and inexoskeleton ~~2023~~devices. ~~The~~Although ~~decline~~the number of customers decreased, the increase in product revenue ~~can~~was bedriven ~~attributed~~primarily toby ~~several~~our ~~expected~~new ~~2024~~client ~~orders,~~base ~~which~~generating ~~management~~more ~~now~~significant ~~expects~~revenue toper ~~receive~~contract induring athe ~~later~~year ~~period.~~ended WeDecember ~~can~~31, ~~provide~~2025, ~~no assurance~~ as compared to ~~when~~the wesame ~~will~~period ~~receive~~in ~~the~~2024. ~~expected~~Additionally, ~~orders.~~there ~~Product~~was ~~sales~~a ~~during~~significant ~~these~~increase ~~periods~~in ~~include~~revenue ~~sales~~generated offrom ~~our~~one ~~component~~of ~~product,~~the ~~carbon~~Company’s ~~fiber~~existing customers.

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~~velvet~~We ~~(“CFV”)~~had ~~thermal~~34 ~~management~~contract ~~solution~~services customers in 2025, ~~internal~~compared ~~short~~with ~~circuit~~34 ~~(“ISC”)~~in ~~battery~~2024. ~~cells~~The ~~and~~decrease ~~devices,~~in ~~patented~~revenue ~~TRS~~is ~~technology~~primarily due to a large contract earned during 2024 which generated $0.7 million of service revenues, along with a significant reduction in two other contracts in 2025. Service revenue includes unique engineering design and ~~thermal~~testing ~~fiber~~projects ~~thermal~~customized ~~interface~~for ~~(“FTI”)~~specific ~~materials~~customers.

Revenue from ~~contract~~IP ~~services~~licensing during the year ended December 31, 2024, ~~increased~~was by $~~1,479,845~~2.6 ormillion. ~~51%~~License ~~compared~~revenue toconsists of contracts with customers for the ~~year~~rights ~~ended~~to ~~December~~use ~~31,~~our ~~2023.~~patented ~~The~~KULR ~~increase~~VIBE intechnology ~~revenue~~and ~~for~~CF ~~the~~Cathode ~~year~~Design ~~ended~~technology. ~~December~~License ~~31,~~revenue ~~2024~~consists isof ~~primarily~~certain ~~due~~guaranteed tominimum ~~growth~~royalty inamounts. ~~customers~~These tocontracts 34were inexecuted ~~2024~~during ~~from~~the 17year inended ~~2023~~December 31, 2024. ~~This~~There ~~work~~was ~~includes~~no ~~unique~~license ~~engineering~~revenue ~~design~~recognized ~~and~~during ~~testing~~the ~~projects~~year ~~customized~~ended ~~for~~December ~~specific~~31, ~~customers~~2025.

~~Revenue~~Our ~~from~~solutions IPare ~~licensing~~new ~~during~~and ~~the~~do ~~year~~not ~~ended~~necessarily ~~December~~fit ~~31,~~into ~~2024,~~pre-existing ~~was~~patterns ~~$2,687,218. License revenue consists~~ of ~~contracts~~purchase ~~with~~commitments. ~~customers~~Accordingly, ~~for~~ the ~~rights~~business toactivity ~~use~~cycle ~~our~~between ~~patented~~expression ~~KULR VIBE technology and CF Cathode Design technology. This includes revenue from minimum royalty fees~~ of ~~$600,000.~~initial ~~Minimum~~customer ~~royalty~~interest ~~fees consist of guaranteed amounts due~~ to ~~the~~shipping, ~~Company~~acceptance ~~for~~and ~~contracts~~billing ~~with~~can ~~customers~~be ~~for~~lengthy, ~~the~~unpredictable, ~~rights~~and tolumpy, ~~use~~which ~~its~~can ~~patented~~influence ~~KULR VIBE technology. These contracts were executed during~~ the ~~year ended December 31~~timing, ~~2024.~~consistency ~~There~~and ~~was~~reporting noof ~~license~~sales ~~revenue recognized prior to this period~~growth.

~~Our~~Revenue ~~customers~~from ~~and~~mining ~~prospective~~of ~~customers~~digital ~~are~~assets ~~large~~mined ~~organizations~~during ~~with~~the ~~multiple~~year ~~levels~~ended ofDecember ~~management~~31, ~~controls/procedures,~~2025 ~~and~~was ~~contract~~$7.0 ~~evaluation/authorization~~million. ~~Furthermore,~~The ~~our~~initial ~~solutions~~mining ~~are~~contract ~~new~~was ~~and~~entered dointo ~~not~~on ~~necessarily~~March ~~fit~~7, ~~into~~2025 ~~pre-existing~~and ~~patterns~~mining ofactivities ~~purchase~~increased ~~commitments.~~through ~~Accordingly~~December 31, 2025, with additional leases being executed during the ~~business~~period. ~~activity~~Two ~~cycle~~new ~~between~~mining ~~expression~~contracts ofwere ~~initial~~entered ~~customer~~into ~~interest~~during tothe ~~shipping~~second quarter of 2025, ~~acceptance~~followed by a fourth and ~~billing~~fifth ~~can~~mining becontract ~~lengthy,~~in ~~unpredictable,~~the third and ~~lumpy,~~fourth ~~which~~quarters ~~can~~of ~~influence~~2025, respectively. For the ~~timing~~year ended December 31, ~~consistency~~2025, ~~and~~we ~~reporting~~earned 65.79 BTC from mining operations. There was no mining of ~~sales~~digital ~~growth~~assets revenue recognized prior to March 7, 2025.

Grant revenue during the year ended December 31, 2025 was $1.9 million related to the reimbursement of equipment purchases totaling $0.3 million, R&D expenses totaling $1.4 million and prepayments of $0.2 million. Grant revenue consists of an award from the Texas Space Commission to perform research and development of cold-temperature lithium-ion battery solutions for the next generation of Lunar and Martian missions which is part of our ongoing major or central activities. The contract award was executed on September 23, 2025. Revenue is earned on the award once specific grant conditions have been met, which is generally when the costs relevant to the condition have been incurred by the Company. There was no grant revenue recognized prior to this period.

Cost of Revenue, Gross Profit and Gross Profit Margin

Cost of revenue consists of the cost of our products as well as labor expenses directly related to product sales or contract services. The following table presents the dollar and percentage variances in cost of revenue for the periods presented.

Product mix plays an important part in our reported average margins for any period. Because we are introducing new products at an early stage in our development cycle and the margins earned can vary significantly between periods, customers, products and services due to the learning process, customer negotiating strengths, and product mix.


		For the Year Ended
		December 31, 2025						Gross Profit
		Revenue			COGS			$			%
Gross Margins
Product sales		$	5,052,771		$	4,978,205		$	74,566		1.0	%
Contract services			2,201,333			2,930,453			(729,120)		(33.0)	%
Grant revenue			1,886,376			—			1,886,376		100.0	%
Mining of digital assets			7,029,924			7,490,774			(460,850)		(6.6)	%
Total		$	16,170,404		$	15,399,432		$	770,972		4.8	%

For the years ended December 31, 2024 and 2023, cost of revenues was $5,254,283 and $6,164,310, respectively, representing a decrease of $910,027, or 15%. During the years ended December 31, 2024 and 2023, gross profit was $5,483,198 and $3,665,856, respectively, an increase of $1,817,342 or 50%. Our gross profit margins were 51% and 37%, during the years ended December 31, 2024 and 2023, respectively. The increase in the current period profit margin resulted primarily from our licensing agreements that generated $2,687,218 of revenue in 2024, which had no corresponding cost of revenue.


		For the Year Ended
		December 31, 2024						Gross Profit
		Revenue			COGS			$		%
Gross Margins
Product sales		$	3,644,240		$	1,975,610		$	1,668,630	45.8	%
Contract services			4,406,023			3,278,673			1,127,350	25.6	%
IP license			2,687,218			—			2,687,218	100.0	%
Total		$	10,737,481		$	5,254,283		$	5,483,198	51.1	%

Product mix plays an important part in our reported average margins for any period. Because we are introducing new products at an early stage in our development cycle, the margins earned can vary significantly between periods, customers, products and services due to the learning process, customer negotiating strengths, and product mix.

Gross profit margin on product sales declined sharply year-over-year. The decline was driven primarily by a write-off of approximately $0.7 million of inventory following the customer’s cessation of business operations, against which minimal revenue was generated. The inventory write-off, combined with low revenue from the related product line, resulted in significant margin reduction during the period.

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Gross profit margin on contract services deteriorated from a positive margin in 2024 to a negative margin in 2025. The decline reflects increased labor hours incurred on service contracts relative to revenue recognized during the period. Margins were further pressured by approximately $0.7 million of depreciation expense on a revenue-generating machine that was placed into storage following the expiration of the Shawline lease in November 2025, resulting in limited revenue being generated against an otherwise fixed cost base.

Mining of digital assets is a new segment in 2025 with no comparable prior year period. Gross margins were negative during the period, reflecting the early-stage nature of the operations where hosting, energy, and lease costs exceeded mining revenue during the initial ramp-up period. Margins were further pressured by the decline in BTC prices experienced from March 2025 through December 2025, which reduced the value of BTC mined relative to the fixed costs of leasing the machines, compressing margins throughout the majority of the year.

Grant revenue, which represents a reimbursement of costs, reflected a full gross margin contribution. The related costs include $1.5 million classified within research and development expenses, and $0.4 million which were capitalized as fixed assets or prepaid expenses.

IP licensing generated a full margin contribution in 2024 as it carried no associated cost of revenue. No IP licensing revenue was recognized in 2025, and its absence was a significant driver of the overall decline in gross profit year-over-year.

Research and Development

Research and development (“R&D”) includes expenses incurred in connection with the R&D of our CFV thermal management solution, high-areal-capacity battery electrodes, and 3D engineering for a rechargeable battery. ~~Research~~R&D ~~and development~~ expenses are charged to operations as incurred. The following table presents the dollar and percentage variances in R&D expenses for the periods presented.

For the years ended December 31, 2024 and 2023, R&D expenses were $4,738,305 and $7,135,452, respectively, representing a decrease of $2,397,147 or 34%. The decrease was comprised primarily of $2,193,643 of engineering labor and other costs charged that were reduced or redeployed to revenue-generating activities and were charged to costs of revenue, $784,827 related to a planned decrease in R&D consulting services, partially offset by an increase in building related expenses of $335,142 for the new, larger facility in Texas, and an increase in stock-based compensation of $98,525.


		For the Years Ended
		December 31,						Variances
		2025			2024			$			%
Operating Expenses
Research and development		$	10,755,036		$	4,738,305		$	6,016,731		127	%
Total research and development		$	10,755,036		$	4,738,305		$	6,016,731		127	%

The increase was primarily attributable to planned increases in R&D services and personnel during 2025, including approximately $4.5 million of higher costs associated with third-party engineering and development services related to balancing fans to optimize vibration signature and acoustic studies, the purchase of testing equipment, and investments to support manufacturing expansion. Stock-based compensation increased by approximately $1.2 million as a result of new equity awards granted during the year. In addition, employee benefits related to health insurance increased by approximately $0.2 million, driven by expanded coverage and overall market pricing increases.

We expect that our R&D expenses will increase as we expand our future operations.

Selling, General and Administrative

Selling, general and administrative expenses consisted primarily of stock-based compensation, marketing and advertising, salaries, payroll taxes and other benefits, Board member compensation, accounting and tax, consulting fees, travel and entertainment, rent expense, office expenses, and legal and professional fees. The following table presents the dollar and percentage variances in selling, general and administrative expenses for the periods presented.

For the years ended December 31, 2024 and 2023, selling, general and administrative expenses were $15,979,852 and $18,942,350, respectively, a decrease of $2,962,498, or 16%. The decrease is primarily due to a decrease in stock-based compensation of $908,574 primarily due to forfeited restricted stock units, a decrease of $881,950 in depreciation expense primarily due to leasehold improvements for the San Diego facility being fully depreciated as of June 30, 2024, a planned decrease in advertising and marketing services of $466,254, and a planned decrease in outsourced professional services of $399,508.


		For the Years Ended
		December 31,						Variances
		2025			2024			$		%
Operating Expenses
Selling, general, and administrative		$	27,696,969		$	15,979,852		$	11,717,117	73	%
Total selling, general, and administrative		$	27,696,969		$	15,979,852		$	11,717,117	73	%

The increase was primarily attributable to higher operating costs associated with the Company’s expanded activities during 2025. Accounting, legal, consulting, and other professional fees increased by approximately $4.3 million, primarily related to strategic investment and business and corporate development related activities. Marketing expense increased by approximately $2.0 million,

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~~Other~~reflecting ~~(Expense)~~increased ~~Income~~corporate and product awareness activity, advertising and promotional efforts. Travel expense increased by approximately $0.5 million, primarily related to increased marketing, business development and operational activities. Insurance expense increased by approximately $0.7 million, driven by expanded coverage and overall market pricing increases. SG&A expenses also increased primarily due to higher stock-based compensation expense of approximately $3.0 million related to additional equity awards granted during 2025, as well as approximately $0.7 million of increased personnel costs driven by higher headcount and employee bonuses.

~~For~~Credit ~~the~~Losses years ended December 31, 2024 and 2023, other expenses, net, were $2,288,670 and $1,281,610, respectively, representing an increase of $1,007,060 or 79%. The change is primarily attributable to an increase of $718,826 for the unrealized loss on ~~Bitcoin~~Accounts holdings, an increase of $421,429 for amortization of debt discount in connection with merchant cash advances, an increase of $395,817 for the change in fair value of accrued issuable equity, partially offset by a decrease of $508,603 in interest expense due to the full repayment of the prepaid advance liability on March 27, 2024.Receivable

For the year ended December 31, 2025, credit losses on accounts receivable were approximately $2.2 million, comprised of a $0.8 million direct write-off of accounts receivable associated with the Investee, as a result of their financial condition, and a $1.4 million allowance for credit losses determined using an aging-based method that groups accounts receivable into pools based on shared risk characteristics. There were no credit losses for the year ended December 31, 2024.

Impairment of Equipment Deposits, Intangible Assets, ROU Assets and Property and Equipment

For the year ended December 31, 2025, impairment expense was $3.1 million, as detailed in the table below:


		For the Years Ended
		December 31,						Variances
		2025			2024			$		%
Operating Expenses
Impairment of finance lease right-of-use asset		$	905,630		$	—		$	905,630	N/A
Impairment of property and equipment			625,967			—			625,967	N/A
Impairment of intangible assets			202,058			—			202,058	N/A
Impairment of equipment deposits			1,355,174			—			1,355,174	N/A
Total impairment expense		$	3,088,829		$	—		$	3,088,829	N/A

Each of these impairments resulted from a triggering event that required us to review the assets for impairment, which resulted in the determination that the de minimis fair value of the assets were not recoverable, and the assets were fully impaired. We recorded an impairment charge of $0.9 million on our finance lease right-of-use (“ROU”) asset related to our digital asset mining operations. The impairment was driven by a significant decline in the market price of bitcoin, which reduced the expected future cash flows attributable to the asset below its carrying value. We recorded an impairment charge of $0.6 million related to certain property and equipment. Upon evaluation of property and equipment, the undiscounted future cash flows associated with the affected assets were determined to be insufficient to recover their carrying value. The fair value of these assets was determined to be zero, and accordingly they were written down to zero. We recorded an impairment charge of $0.2 million related to certain intangible assets that no longer had expected future cash flows, and the fair value of these intangibles was determined to be zero, therefore these assets were written down to zero. Write-off of equipment deposits of $1.4 million, represented deposits paid to a vendor as a downpayment for the manufacture of an automated manufacturing system. This system was never delivered to the Company. After negotiation, and in an effort to come to a resolution on the matter, we agreed to forfeit the equipment deposit while the vendor retained the unfinished equipment. There was no impairment expense for the year ended December 31, 2024.

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Other Income (Expense)

The following table presents the dollar and percentage variances in other income (expense) for the periods presented.


		For the Years Ended
		December 31,						Variances
		2025			2024			$			%
Other income (expense)
Unrealized loss on digital assets		$	(13,800,041)		$	(718,826)		$	(13,081,215)		1,820	%
Impairment of equity investment			(3,325,045)			—			(3,325,045)		N/A
Credit loss on loan receivable			(2,127,565)			—			(2,127,565)		N/A
Amortization of debt discount			(82,878)			(1,151,659)			1,068,781		(93)	%
Interest income (expense), net			403,327			(199,242)			602,569		(302)	%
Change in fair value of accrued issuable equity			(17,075)			(228,777)			211,702		(93)	%
All other			50,000			9,834			40,166		408	%
Total other expense		$	(18,899,277)		$	(2,288,670)		$	(16,610,607)		726	%

The change is primarily attributable to the $13.1 million unrealized loss on BTC holdings due to the twelve-month change in market price of BTC, from $93,384 on December 31, 2024, to $87,502 on December 31, 2025, an increase of $3.3 million for an impairment of an equity investment, an increase of $2.1 million from a credit loss on a convertible loan receivable, partially offset by a decrease of $1.1 million in amortization of debt discount in connection with short-term financing, an increase of $0.6 million from interest earned from the savings account and licensing agreements, and an increase of $0.2 million for the change in fair value of accrued issuable equity.

Our Bitcoin Acquisition Strategy

In December 2024, we adopted ~~bitcoin~~BTC as our primary treasury reserve asset on an ongoing basis, subject to market conditions and our anticipated cash needs. Our strategy includes acquiring and holding ~~bitcoin~~BTC using cash that exceeds our working capital requirements, and from time to time, subject to market conditions, issuing equity or debt securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase ~~bitcoin~~BTC. For example, we began issuing shares under our ~~“at-the-market”~~ATM offering program in the second half of 2024, and used proceeds from ~~this~~these capital markets ~~transaction~~transactions to acquire ~~bitcoin~~BTC. We view our ~~bitcoin~~BTC holdings as long term holdings and ~~expect~~will to continue to ~~accumulate~~assess ~~bitcoin~~the merits of accumulating additional BTC. We have not set any specific target for the amount of ~~bitcoin~~BTC we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional ~~bitcoin~~BTC purchases. This overall strategy also contemplates that we may periodically sell ~~bitcoin~~BTC for general corporate purposes or in connection with strategies that generate tax benefits in accordance with applicable law, enter into additional capital raising transactions, including those that could be collateralized by our ~~bitcoin~~BTC holdings, and consider pursuing strategies to create income streams or otherwise generate funds using our ~~bitcoin~~BTC holdings.

~~The~~Beginning ~~following~~in ~~table~~March ~~presents~~2025, athe ~~summary~~Company ofexpanded ~~our~~its bitcoin treasury strategy to include BTC mining operations. Management determined that participating in mining activities could (i) increase BTC holdings through internally generated production, ~~including~~(ii) ~~additional~~provide ~~information~~potential ~~related~~exposure to ~~our~~favorable ~~bitcoin~~mining ~~purchases~~economics, and ~~change~~(iii) inenhance ~~fair~~long-term treasury value ~~within~~through vertical participation in the ~~period~~bitcoin ecosystem. The Company’s mining activities are conducted pursuant to fixed-term machine lease agreements.


					Weighted
			Approximate		Average Fair Value
	Digital Assets(1)		Bitcoin Held		Per Bitcoin (in $)
Beginning balance at January 1, 2024	$	—		—	$	—
Fair value of digital assets purchased		20,968,557		217.18		96,551
Cost to acquire digital assets		31,453
Cost basis of digital assets held		21,000,010
Change in fair value of digital assets		(718,826)
Balance as of December 31, 2024	$	20,281,184		217.18	$	93,384

On March 7, 2025, the Company entered into a 60 day Machine Lease Agreement with a BTC mining services company to operate 2,500 S-19 BTC mining machines on our behalf, at a total lease cost of $.9 million. Additionally, on May 16, 2025, the Company entered into a 228 day lease agreement with the same digital asset mining services company to operate the 2,500 digital assets mining machines on KULR’s behalf, at a total lease cost of $3.2 million. On June 20, 2025, the Company entered into a one hundred and three-day lease agreement with a new digital asset mining services company to operate 3,570 Bitmain Antminer S19 digital assets mining machines on KULR’s behalf, at a total lease cost of $2.8 million. Furthermore, on July 30, 2025, the Company entered into a one year lease agreement with a digital asset mining services company to operate digital assets mining machines on KULR’s behalf, at a total lease cost of $2.6 million. On October 1, 2025, the Company entered into a two year lease agreement with a digital asset mining services company to operate digital assets mining machines on KULR’s behalf, at a total lease cost of $4.2 million, of which $0.9 million represents costs attributable to the machines (see Note 13 – Leases for additional details). Through December 31, 2025, 65.79 BTC have been earned pursuant to the Machine Lease Agreements, at an average value of $106,854 per BTC.

~~(1)The source of capital used to purchase Bitcoin was primarily proceeds from ATM offerings.~~34

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The following table presents BTC activity during the year ended December 31, 2025.


								Weighted
								Average
		Digital Assets⁽¹⁾			Bitcoin Held			Per Bitcoin
Fair value as of December 31, 2024		$	20,281,184			217.18		$	93,384
Digital assets purchased			79,700,002			783.81			101,683
Digital assets mined			7,029,924			65.79			106,854
Digital assets received as downtime credits			784,187			7.43			105,543
Change in fair value of digital assets			(13,800,041)			—			—
Fair value as of December 31, 2025		$	93,995,256			1,074.21		$	87,502

⁽¹⁾The source of capital used to purchase BTC was primarily proceeds from ATM offerings.

Liquidity and Capital Resources

As of December 31, ~~2024~~2025 and ~~2023~~2024, we had cash balances of $~~29,831,858~~13.3 million and $129.8 million,~~194,764,~~ respectively, and working capital ~~(deficit)~~ of $~~29,498,421~~19.3 million and $(229.5 million,~~994,753),~~ respectively. As of December 31, ~~2024~~2025 and ~~2023~~2024, we had ~~Bitcoin~~BTC holdings of $~~20,281,184~~94.0 million and $020.3 million, respectively.

For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, cash used in operating activities was $~~17,341,675~~45.0 million and $1117.3 million,~~965,387,~~ respectively. Our cash used in operations for the year ended December 31, ~~2024~~2025 was primarily attributable to our net loss of $1761.9 million,~~523,629,~~ adjusted for non-cash expenses in the aggregate amount of $725.3 million,~~087,296,~~ as well as $~~6,905,342~~8.3 million of net cash used to fund changes in the levels of operating assets and liabilities. Our cash used in operations for the year ended December 31, ~~2023~~2024 was primarily attributable to our net loss of $2317.5 million,~~693,556,~~ adjusted for non-cash expenses in the aggregate amount of $67.1 million,~~841,833,~~ as well as $~~4,886,336~~6.9 million of net cash ~~generated~~used byto fund changes in the levels of operating assets and liabilities.

For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, cash used in investing activities was $~~21,596,192~~89.0 million and $121.6 million,~~046,113,~~ respectively. Cash used in investing activities during the year ended December 31, ~~2024~~2025 was related to investments in digital assets of $2179.7 million,~~000~~ investment in preferred stock of $3.3 million,~~010,~~ purchases of property and equipment of $~~573~~3.0 million,~~444~~ ~~and~~issuance of convertible loan receivable of $2.1 million, deposits paid for purchases of property and equipment of $220.8 million,~~738~~ and purchase of intangible asset for $0.1 million. Cash used in investing activities during the year ended December 31, ~~2023~~2024 was related to ~~deposits~~investments ~~paid~~in ~~for~~digital ~~purchases~~assets of ~~property and equipment of~~ $~~644~~21.0 million,~~963,~~ purchases of property and equipment of $~~266,150,~~0.6 million and andeposits ~~acquisition~~paid for purchases of ~~intangible~~property ~~assets~~and equipment of $~~135,000~~0.02 million.

46For the years ended December 31, 2025 and 2024, cash provided by financing activities was $117.4 million and $67.6 million, respectively. Financing activities during the year ended December 31, 2025 was primarily due to proceeds from ATM equity financing totaling $123.2 million, proceeds from the loan payable totaling $8.0 million and proceeds from the exercise of stock options totaling $0.01 million, partially offset by loan payable repayments of $8.0 million, issuance costs of ATM financing of $3.1 million, repayment of finance lease liabilities of $1.0 million, note payable repayment of $0.6 million, payment for deferred financing costs for $0.6 million, payment of employee tax withholding from shares withheld of $0.4 million, and repurchase of common stock of $0.1 million. Financing activities during the year ended December 31, 2024 was primarily due to proceeds from ATM equity financing totaling $61.9 million, proceeds from SEPA Advance Notices totaling $9.1 million, proceeds from notes payable totaling $2.7 million, and proceeds from the exercise of stock options totaling $0.02 million, partially offset by notes payable repayments of $3.3 million, issuance costs of ATM financing of $1.8 million, repurchase of common stock of $0.5 million, payments for deferred financing costs of $0.4 million and issuance costs on notes payable of $0.2 million.

As of December 31, 2025, future cash requirements for our current liabilities include $5.8 million for accounts payable and accrued expenses, $3.3 million for future payments under operating and finance leases. Future cash requirements for long-term liabilities include $2.4 million for future payments under operating and finance leases.

On October 15, 2025, the Company repaid in full the remaining balance of the loan payable, classified in the current liabilities section of our condensed consolidated balance sheet.

Our primary source of liquidity has historically been cash generated from equity and debt offerings. Under ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern (“ASC 205-40”), we have the responsibility to evaluate whether conditions and/or events raise substantial doubt about our ability to meet future financial obligations as they become due within one year after the date that the financial statements are issued. We have a history of recurring net losses, recurring use of cash in operations and declining working capital. During the year ended December 31, 2025, the Company received gross proceeds of $123.2 million pursuant to the

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~~For the years ended December 31, 2024 and 2023, cash provided by financing activities was $67,574,961 and $3,872,701, respectively~~ATM. ~~Financing~~As ~~activities~~of ~~during the year ended~~ December 31, ~~2024 was primarily due to net proceeds from ATM equity financing totaling $60~~2025,~~131,816,~~ ~~proceeds~~we ~~from~~believe ~~SEPA~~our ~~Advance~~cash ~~Notices~~on ~~totaling $9~~hand,~~104,949,~~ ~~net~~BTC ~~proceeds from notes payable totaling $2~~holdings,~~563,900,~~ ~~and~~cash ~~proceeds~~flows from ~~the~~operations ~~exercise of stock options totaling $23,455, partially offset by notes payable repayments of $3,341,597, repurchase of common stock of $500,000,~~ and ~~payments~~working ~~for~~capital ~~deferred~~balances ~~financing~~will ~~costs~~be ofsufficient ~~$406,109.~~to ~~Financing~~satisfy ~~activities~~our ~~during~~obligations ~~the~~over year ended December 31, 2023 consisted primarily of net proceeds from equity financing totaling $3,456,950, net proceeds from prepaid advance liability debt financing totaling $1,970,000, and proceeds from notes payable of $250,000, partially offset by debt repayments totaling $1,575,000 and the ~~repurchase~~next of12 ~~common stock totaling $229,249~~months.

AsNo ofassurance can be provided that we will be successful in raising additional capital from the ATM. During the year ended December 31, ~~2024~~2025, ~~future~~the ~~cash~~Company ~~requirements~~issued ~~for~~a ~~our~~total ~~current~~of ~~liabilities include $3~~12,~~199~~679,~~961~~311 ~~for~~shares ~~accounts~~of ~~payable~~common ~~and~~stock ~~accrued~~pursuant ~~expenses,~~to ~~$599,425~~the ATM agreements for ~~secured~~aggregate ~~promissory~~gross ~~notes~~proceeds ~~and~~of $~~495~~123.2 million. During the year ended December 31,~~931~~ ~~for~~2024, ~~future~~the ~~payments~~Company ~~under~~issued ~~operating~~a ~~and~~total ~~finance~~of ~~leases.~~9,347,652 ~~Future~~shares ~~cash~~of ~~requirements~~common stock pursuant to the First ATM for ~~long-term~~aggregate ~~liabilities~~gross ~~include~~proceeds of $~~822~~61.9 million. As of December 2025,~~602~~ ~~for~~the ~~future~~Company ~~payments~~decided ~~under~~to ~~operating~~pause ~~and~~its ~~finance~~ATM ~~leases~~transactions through June 30, 2026.

~~Our~~As ~~primary source~~ of ~~liquidity~~March ~~has historically been cash generated from equity and debt offerings. Under ASC Subtopic 205-40~~27, ~~Presentation of Financial Statements—Going Concern (“ASC 205-40”)~~2026, ~~we have the responsibility to evaluate whether conditions and/or events raise substantial doubt about~~ our ~~ability to meet future financial obligations as they become due within one year after the date that the financial statements are issued. We have a history of recurring net losses, recurring use of~~ cash ~~in operations~~ and ~~declining~~BTC ~~working~~balances ~~capital.~~were ~~During~~approximately ~~the year ended December 31, 2024, the Company received gross proceeds of~~ $~~61,912,798 pursuant to the ATM~~8.4 ~~Given~~million ~~our December 31, 2024 cash, Bitcoin~~ and ~~working~~$71.5 ~~capital balances~~million, there is no substantial doubt about the Company’s ability to meet its obligations as they become due within the twelve months from the date these consolidated financial statements are available to be issuedrespectively.

While no assurance can be provided that we will be successful in raising additional capital from the ATM. During the year ended December 31, 2024, we received aggregate gross proceeds of $61,912,798. During the period from January 1, 2025 through March 27, 2025, the Company issued 19,387,610 shares of common stock for gross proceeds of $51,122,190 pursuant to the ATM.

As of March 27, 2025, our cash and Bitcoin balances were approximately $25 million and $58 million, respectively.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements between us and any other entity that have, or are reasonably likely to have, a current or future effect on financial conditions, changes in financial conditions, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles, which require our management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial results will be affected. The accounting policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results are described below.

We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are items within our financial statements that require estimation but are not deemed critical, as defined above.

We have identified one estimate within our consolidated financial statements that is considered to be a critical accounting estimate, as follows:

Impairment of Long-Lived Assets

We review long-lived assets, including property, plant and equipment, ROU lease assets and finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Such triggering events may include, but are not limited to, a significant decrease in the market price of an asset, a significant adverse change in the extent or manner in which an asset is being used, a significant adverse change in legal or business climate, or a current-period operating or cash flow loss combined with a history of such losses.

Recoverability Assessment

When a triggering event is identified, we assess recoverability by comparing the sum of the projected undiscounted future cash flows expected to be generated by the asset or asset group over its remaining useful life to its carrying amount. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recognized equal to the amount by which the carrying amount exceeds the estimated fair value of the asset or asset group.

Determination of Fair Value

We estimate fair value using an income approach, primarily through a discounted cash flow (“DCF”) model. Key assumptions in our DCF model include:

●

Projected revenue growth rates, which are based on historical performance, current customer orders, market conditions, and management’s outlook for the business

●

Operating margin assumptions, which reflect anticipated cost structures, pricing trends, and operational efficiencies

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●

Discount rate, which represents a weighted average cost of capital (“WACC”) derived from observable market data for comparable companies and reflects the risk profile of the asset or asset group being tested

●

Terminal growth rate, reflecting our long-term expectations for the industry and macroeconomic environment

The determination of fair value requires significant judgment and is sensitive to changes in underlying assumptions. While we believe our current assumptions are reasonable, changes in market conditions, business performance, or macroeconomic factors could result in materially different estimates.

Results for the Period

During the year ended December 31, 2025, we identified triggering events related to certain intangible assets, property and equipment (including an equipment deposit) and a ROU asset. As a result of our impairment analysis, we recorded a non-cash impairment charge of $3.1 million during the year ended December 31, 2025, which is reflected in Operating Expenses in our Consolidated Statements of Operations. No impairment charges were recorded during the year ended December 31, 2024.

Recently Issued Accounting Pronouncements

See Note 2 – Summary of Significant Accounting Policies of our consolidated financial statements included within this Annual Report for a summary of recently issued and adopted accounting pronouncements.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

WeAs ~~are~~ a smaller reporting company, aswe ~~defined by Rule 229.10(f)(1) and~~ are not required to provide the information required by this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See “Index to Consolidated Financial Statements” which appears on page F-1 of this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e)) (the “Exchange Act”). Based on the foregoing evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, ~~2024~~2025, our disclosure controls and procedures were effective.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in its reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 Framework). Based on this evaluation, our principal executive officer and principal financial officer have concluded that our internal control over financial reporting as of December 31, 2024 was effective.37

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recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Under the supervision of our principal executive officer and principal financial officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 Framework). Based on this evaluation, our principal executive officer and principal financial officer have concluded that our internal control over financial reporting as of December 31, 2025 was effective.

Changes in Internal Control Over Financial Reporting

~~There~~Based on our management’s evaluation, there has been no change in our internal control over financial reporting that occurred during the fourth quarter of ~~2024~~2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of the Effectiveness of Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. A control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

Attestation Report of Registered Public Accounting Firm

This Annual Report does not contain an attestation report of our independent registered public accounting firm related to internal control over financial reporting because the rules for smaller reporting companies provide an exemption from the attestation requirement.

ITEM 9B. OTHER INFORMATION

Insider Trading Arrangements

~~During~~On ~~the~~December ~~three~~17, ~~months~~2025, ~~ended~~Joanna ~~December 31~~Massey, ~~2024,~~a ~~none~~member of ~~our~~the Company’s board of directors, orterminated ~~officers~~a ~~(as~~trading ~~defined~~arrangement inthat was intended to satisfy the affirmative defense of Rule ~~16a~~10b5-1(fc), ofwhich ~~the~~had ~~Securities~~been ~~Exchange~~entered ~~Act~~into ofon ~~1934~~July 1, as2025, ~~amended)~~with ~~adopted~~a termination date of July 1, ~~modified~~2026. orThe ~~terminated~~plan aprovided ~~Rule~~for ~~10b5-1~~the ~~trading~~potential ~~arrangement~~sale orof ~~non-Rule~~up ~~10b5-1~~to ~~trading~~25,000 ~~arrangement~~shares ~~(as~~of ~~such~~common ~~terms~~stock. ~~are~~As ~~defined~~previously indisclosed, ~~Item~~on ~~408~~October of3, ~~Regulation~~2025, ~~S-K~~Dr. ofMassey ~~the~~sold ~~Securities~~500 ~~Act~~at of$5.4594 ~~1933)~~per share under this plan prior to its termination.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

March 2026 Drawdown

On March 27, 2026, the Company borrowed $5.0 million in cash (the “March 2026 Drawdown”) under the Master Loan Agreement, dated July 1, 2025 (the “Master Loan Agreement”), previously disclosed in the Current Report on Form 8-K on July 8, 2025. The March 2026 Drawdown is the second advance against the revolving credit facility established by the Master Loan Agreement.

The March 2026 Drawdown bears a 7% loan fee. The Company’s obligations under the March 2026 Drawdown are by a first-priority security interest at collateral-coverage ratio of about 156.25% of the outstanding principal amount, or 125 bitcoin. Except as set forth herein, the March 2026 Drawdown is subject to the terms and conditions of the Master Loan Agreement previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2025.

After giving effect to the March 2026 Drawdown, $15.0 million of the $20.0 million credit facility remains available.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

4938

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Executive Officers and Directors

Our executive officers and directors and their ages are as follows:


Name	Age	Office
Michael Mo	5455	Chief Executive Officer and Chairman
Dr. William Walker	3536	~~Director,~~ Chief Technology Officer
Shawn Canter	5455	Chief Financial Officer, Director
Michael Carpenter	61	Vice President of Engineering
Aron Schwartz	55	Director
Dr. Joanna Massey	5657	Lead Director
Donna Grier	6768	Director
Jay Yamamoto	47	General Counsel and Secretary

The term of office for each director is one year, or until the next annual meeting of the stockholders.

Michael Mo ~~was~~has ~~appointed~~served as our CEO and ~~Director~~member of the Board of Directors of the Company onsince March ~~16,~~ 2011. Mr. Mo is a technology entrepreneur and successful investor with over 20 years of experience in technology management, product development and marketing. In 2013, he co-founded KULR and has been serving as its CEO since then. From 2007 to 2015, Mr. Mo served as Senior Director of Business Development at Amlogic, Inc., a California high-tech company. Mr. Mo received his Master of Science in Electrical Engineering from the University of California at Santa Barbara ~~in 1995~~.

Shawn Canter was appointed asCFO ~~Chief~~of ~~Financial~~the ~~Officer~~Company ~~(“CFO”)~~ effective March 2023 and has served as a member of ~~March~~the ~~31,~~Board ~~2023~~of Directors of the Company since June 2025. Mr. Canter is a seasoned corporate executive and board member with over 25 years of experience leading teams in hands-on roles in both institutional and early/growth stage companies bringing solutions to complex situations. He gained significant financial and transactional experience as an executive in ~~mergers and acquisitions (“~~M&A”) at Goldman Sachs and at Bank of America’s investment banking division where he also served as Chief Operating Officer of M&A. Mr. Canter ~~will~~is be responsible for financial management and driving a disciplined fiscal strategy while scaling the Company through its commercialization phase. Mr. Canter received a bachelor’s degree in economics and a master’s degree in organizational behavior from Stanford University, as well as a JD and an MBA from the University of Michigan.

Dr. William Walker was appointed Chief Technical Officer, effective November 1, 2022. Dr. Walker, who originally joined the Company in March 2022 as Director of Engineering, has significant experience in professional and research related activities focused on thermo-electrochemical testing and analysis of ~~lithium-ion (~~Li-ion) battery assemblies and related thermal management products designed for space exploration applications. Prior to joining the Company, from October 2021 to March 2022, Dr. Walker was a Research Scientist at Underwriters Laboratories Inc. ~~since October of 2021.~~ From June 2012 to October 2021, Dr. Walker was employed by the National Aeronautics and Space Administration (NASA) Johnson Space Center (JSC) where he focused on designing battery assemblies for human spaceflight applications capable of safely mitigating the effects of thermal runaway and preventing cell-to-cell propagation. Dr. Walker was recognized with a NASA Trailblazer award and with the RNASA Stellar Award for early career contributions to Li-ion battery thermal analysis and calorimetry methods. Dr. Walker continues to be engaged in the academic and professional communities focused on battery safety. Dr. Walker received his B.S. in Mechanical Engineering at West Texas A&M University (WTAMU) and Ph.D. in Materials Science and Engineering at the University of Houston (UH).

~~Michael~~Jay ~~Carpenter~~Yamamoto ~~serves~~was asappointed ~~KULR’s~~General ~~Vice~~Counsel ~~President~~and Corporate Secretary effective June 2025. Mr. Yamamoto brings 15 years of ~~Engineering~~legal experience to the Company. Prior to joining, Mr. ~~Carpenter~~ ~~has~~Yamamoto ~~been~~had ~~employed~~served byas ~~ESLI~~KULR’s primary outside counsel since December ~~1983~~ 2016, ~~serving~~providing asstrategic ~~Director~~advice ofon ~~the~~securities ~~PCM~~regulation, ~~Heatsink~~corporate ~~Group~~governance, ~~Quality~~M&A, ~~Manager~~and other complex matters and, ~~Facility~~through ~~Security~~that ~~Officer~~engagement, ~~(FSO)~~has indeveloped an intimate understanding of the ~~Defense~~Company’s ~~Industrial~~business, ~~Security~~risk ~~Program~~profile, ~~from~~and ~~1988~~long-term objectives. Prior to ~~1995~~joining KULR, Mr. HeYamamoto ~~also~~spent ~~has~~15 ~~been~~years ~~served~~practicing law, including over 7 years as ~~Safety~~a ~~Officer~~partner, ~~since~~at heSichenzia ~~joined~~Ross ~~ESLI~~Ference Carmel LLP, a law firm in ~~1983~~New York. His firm practice focused on corporate and securities law, including initial public offerings and secondary transactions, mergers and acquisitions, corporate governance and securities law compliance. Mr. ~~Carpenter~~ ~~received~~Yamamoto ~~his~~represented Bnumerous public and private companies in private equity financing transactions, debt and venture capital offerings, domestic mergers, stock and assets acquisitions and other reorganization transactions.S Mr. inYamamoto ~~Applied~~received ~~Mechanics~~B.A. degrees from ~~the~~Colgate University ofin ~~California~~economics and philosophy, ~~San~~and ~~Diego~~his inJ.D. ~~1983~~degree from Pace University School of Law.

~~Non-Executive Directors~~39

Dr. Joanna Massey is a public company Board Director and communications executive at global Fortune 500 companies. She specializes in enterprise risk management, governance, and guiding organizations through transformative periods. Dr. Massey helps companies with operational efficiency, aligning strategic initiatives, and navigating complex transitions. In her board roles for public and private companies, Dr. Massey serves as Chair of Nominations & Governance, Chair of Compensation, and she sits on the Audit and M&A Committees. Dr. Massey has a PhD in psychology and 30 years of experience advising Chairmen and CEOs. She spent her operating career in the media and digital technology industries strategizing on global brand reputation management as Head of Communications at Condé Nast Entertainment and Senior Vice President of Corporate Communications at Lions Gate Entertainment (NYSE: LGF.A; LGF.B). She also held Senior Vice President positions in communications and media relations at CBS Corporation and

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~~Viacom,~~Non-Executive ~~Inc., now Paramount Global (Nasdaq: PARA), as well as at a joint venture between Discovery, Inc. (Nasdaq: WBD) and Hasbro, Inc. (Nasdaq: HAS).~~Directors

AsDr. Joanna Massey has served as a ~~corporate~~member ~~communications~~of ~~executive,~~the Company’s Board of Directors since June 2021 and was appointed Lead Director in November 2022. Dr. Massey ~~managed~~is ~~integration~~an ~~during~~experienced ~~major~~public company board director. She has served on both public and private company boards with audit, compensation, and M&A ~~transactions~~experience. atShe ~~Lionsgate~~specializes in enterprise risk management, ~~CBS~~governance, and ~~Discovery;~~guiding ~~corporate~~organizations ~~turnaround~~through astransformation. ~~Condé~~In ~~Nast~~addition, ~~pivoted~~her ~~from~~expertise ~~print~~in tostakeholder ~~video;~~communications and ~~crisis~~regulatory ~~communications~~reporting ~~with~~ensures ~~consumers~~effective change management and sustainable outcomes during mergers, ~~employees~~acquisitions, ~~investors~~and restructurings. In her board roles, ~~regulators~~Dr. Massey has served as chairman of the board, lead independent director, chair of nominations & governance, chair of compensation, and ~~politicians~~a member of the audit, strategic finance, and pricing committees. ~~She~~Her isprevious ~~based~~board inroles ~~the~~have ~~United~~included ~~States~~Thumzup Media Corporation (Nasdaq:TZUP), The Hollywood Foreign Press Association (private) and ~~has~~TessPay ~~international~~Inc. ~~experience~~(private). ~~working~~Dr. ~~with~~Massey ~~partners~~has a Master of Science in ~~Europe~~Legal Studies from Cornell Law School, a Master of Business Administration from the UKUniversity of Southern California, ~~China~~a Graduate Certificate in Corporate Finance from Harvard University, as well as a Master of Arts in Clinical Psychology from Antioch University and ~~India~~a Ph.D. in Psychology from Sofia University.

Donna Grier has been a member of the Company’s Board of Directors since April ~~15,~~ 2024, serving as Chair of the Audit Committee and a member of both the Nominating and Corporate Governance and Compensation Committees of the Board. Ms. Grier is a seasoned SEC-Qualified Financial Expert with extensive Audit Committee experience. She has held two Executive Finance leadership positions: Vice President-Treasurer and Vice President-General Auditor & Chief Ethics and Compliance Officer with E. I. DuPont de Nemours (NYSE: DD). At the time, DuPont was a diversified agricultural and manufacturing Fortune 100 Company focused on seed, crop chemicals, specialty chemicals and industrial materials. In addition to CFO roles in global and diverse business units, Ms. Grier has significant strategic M&A transaction experience, driving shareholder value. She also has international financial leadership experience in Europe and South America with demonstrated success in leading organizations and driving strategic and operational change while continuously improving cost and cash productivity. Ms. Grier currently serves as Board Director and Audit & Risk Management Committee Chair for Global Advanced Metals, a privately held tantalum producer. She previously served as Board Director and Audit Committee Chair of Pyxus International, a global agricultural company (NYSE:PYX until 2020). She also serves as Trustee (and former Chair) of the Board of ~~Trustees~~Directors for Washington & Jefferson College. Ms. Grier earned her MBA from the Booth School of Business at the University of Chicago and a BA in Economics and Psychology from Washington & Jefferson College.

Aron Schwartz has served as a member of the Company’s Board of Directors since June 2025. He was a Managing Director at ACON Investments from 2014 to 2024. Mr. Schwartz is the founder of Constructivist Capital, LLC, a firm that works with family offices and alternative asset management firms to pursue attractive investment opportunities. He was previously a consultant to and a Managing Director at Avenue Capital from 2012 to 2014 and held various positions culminating in Managing Director of Fenway Partners, a middle market private equity firm based in New York, from 1999 to 2011. From 1997 to 1999, Mr. Schwartz was an associate in the Financial Entrepreneurs Group of Salomon Smith Barney, where he worked on a variety of financings and advisory assignments. He also serves or has served on the board of directors of a number of other public and private companies, including Elara Caring, Invacare Corporation, True Value Company, LLC, 1-800 Contacts, Inc., Commonwealth Laminating & Coating, Inc., Easton Bell Sports, Inc., STVT-AAI Education Inc. (Ancora Education), Igloo Products Corp., APR Energy, PLC, Borden Dairy Holdings, ATU Auto Technick-Unger, PSSI, Rapid Deploy, Inc., Prima-Wawona, AFH, Melinta Therapeutics LLC, Tempel Steel, Mark Andy Inc., FEV Acquisition LLC, Injured Workers Pharmacy, LLC, Aventine, Inc. and VillageMD. In addition, Mr. Schwartz previously served on the board of directors of the Open Road Foundation and US-ASEAN Business Council. Mr. Schwartz, a Certified Management Accountant, received his J.D. and M.B.A with honors from U.C.L.A. and his B.A. and B.S.E. cum laude from the Wharton School at the University of Pennsylvania.

Board Composition

The Company’s directors are elected at the annual meeting of shareholders to hold office until the annual meeting of shareholders for the ensuing year or until their successors have been duly elected and qualified. Officers are elected annually by the board of directors and serve at the discretion of the board.

Our board currently consists of ~~three~~five directors, Michael Mo, Joanna Massey, ~~and~~ Donna Grier, Aron Schwartz and Shawn Canter. Dr. Joanna Massey, Mr. Aron Schwartz and Ms. Donna Grier are “independent” as defined under the NYSE American rules (as discussed below).

Family Relationships

There are no family relationships between any director and executive officer.

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Director Independence

Our board of directors has determined that Donna Grier, ~~and~~ Dr. Joanna Massey and Aron Schwartz are “independent,” as defined under the NYSE American rules. For purposes of the NYSE American rules, an independent director means a person other than an executive officer or employee of our company or any other individual having a relationship which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, subject to certain additional limitations.

Committees of the Board of Directors

Our board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directors are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

Audit Committee

The ~~members of our~~ Audit Committee ~~are~~consists of Donna H. Grier, ~~and~~ Dr. Joanna Massey, ~~with~~and Aron Schwartz. Ms. Grier ~~serving~~is as the ~~Chairperson.~~chair ~~Each~~ of ~~Donna~~the ~~Grier~~Audit ~~and Dr~~Committee. ~~Joanna~~The ~~Massey,~~Board ishas ~~independent~~affirmatively ~~under~~determined ~~the~~that ~~rules~~each ~~and~~member ~~regulations~~ of the ~~SEC~~Audit ~~and~~Committee ~~the~~meets ~~listing standards of~~ the ~~NYSE~~additional ~~American~~independence criteria applicable to audit committee members under SEC rules and the NYSE American Stock Market. ~~Our~~The ~~board~~Board of ~~directors~~Directors has ~~determined~~adopted ~~that~~a ~~each~~written ofcharter ~~Donna~~setting ~~Grier~~forth the authority and ~~Dr.~~responsibilities ~~Joanna~~of ~~Massey~~the ~~qualify~~Audit asCommittee. anThe ~~audit~~Board ~~committee~~has ~~financial~~affirmatively ~~expert~~determined ~~within~~that ~~the~~each ~~meaning~~member of ~~SEC~~the ~~regulations~~Audit ~~and~~Committee ~~meet~~is ~~the~~financially ~~financial~~literate. ~~sophistication~~Donna ~~requirements~~H. ofGrier meets the ~~NYSE~~qualifications ~~American~~of an Audit Committee financial expert.

Our Audit Committee has the responsibility for, among other things, (i) ~~selecting~~appointing, ~~retaining~~approving ~~and~~the compensation of, overseeing ~~our~~the ~~independent~~work ~~registered~~of, ~~public~~and ~~accounting~~assessing ~~firm~~the independence, qualifications, and performance of the independent auditor, (ii) ~~obtaining~~reviewing the internal audit function, including its independence, plans, and ~~reviewing~~budget, a(iii) ~~report~~approving, in advance, audit and any permissible non-audit services performed by our independent ~~auditors~~auditor, ~~that~~(iv) ~~describe~~reviewing our internal controls with the independent auditor, the internal auditor, and management, (v) reviewing the adequacy of our accounting ~~firm~~and financial controls as reported by the independent auditor, the internal auditor, and management, (vi) reviewing, approving and overseeing any transaction between the Company and any related person and any other potential conflict of interest situations, and (vii) overseeing our major risk exposures regarding the Company’s accounting and financial reporting policies, and the activities of our internal audit function.

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internal quality control, and any materials issues or relationships that may impact the auditors, (iii) reviewing and discussing with the independent auditors standards and responsibilities, strategy, scope and timing of audits, any significant risks, and results, (iv) ensuring the integrity of the Company’s financial statements, (v) reviewing and discussing with the Company’s independent auditors any other matters required to be discussed by PCAOB Auditing Standard No. 1301, (vi) reviewing, approving and overseeing any transaction between the Company and any related person and any other potential conflict of interest situations, (vii) overseeing the Company’s internal audit department, (viii) reviewing, approving and overseeing related party transactions, and (ix) establishing and overseeing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.

Compensation Committee

The members of our Compensation Committee are Aron Schwartz, Donna Grier and Dr. Joanna Massey, with Mr. Schwartz serving as Chairperson. Ms. Grier and Dr. Massey ~~serving~~serve as ~~Co-Chairpersons~~members. Our Compensation Committee has the responsibility for, among other things, (i) reviewing and approving the chief executive officer’s compensation based on an evaluation in light of corporate goals and objectives, (ii) reviewing and recommending to the Board the compensation of all other executive officers, (iii) reviewing and recommending to the Board incentive compensation plans and equity plans, (iv) reviewing and discussing with management the Company’s Compensation Discussion and Analysis and related information to be included in the annual report on Form 10-K and proxy statements, and (v) reviewing and recommending to the Board for approval procedures relating to Say on Pay Votes.

Nominating and Corporate Governance Committee

The members of our Nominating and Corporate Governance Committee are Donna Grier, ~~and~~ Dr. Joanna Massey, and Aron Schwartz with Dr. Massey serving as the Chairperson. Our Nominating and Corporate Governance Committee has the responsibility relating to assisting the Board in, among other things, (i) identifying and screening individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors, (ii) recommending to the Board the approval of nominees for director, (ii) developing and recommending to our board of directors a set of corporate governance guidelines, and (iv) overseeing the evaluation of our board of ~~director~~directors.

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Code of Ethics

Our board of directors has adopted a Code of Business Conduct and Ethics (the “Code”). The Code applies to all of our directors, officers and employees. We have made the Code available on our website https://www.kulrtechnology.com/governance-documents/. We intend to disclose future amendments to, or waivers of, our Code, as and to the extent required by SEC regulations, at the same location on our website identified above or in public filings.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

●

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

●

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

●

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

●

being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of the issued and outstanding shares of our common stock to file reports of initial ownership of common stock and other equity securities and subsequent changes in that ownership with the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, during the fiscal year ended December 31, 2025, our officers, directors and greater than 10% beneficial owners have complied with all applicable filing requirements of Section 16(a).

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subsequent changes in that ownership with the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, during the fiscal year ended December 31, 2024, our officers, directors and greater than 10% beneficial owners have complied with all applicable filing requirements of Section 16(a).

Nomination Process

As of December 31, ~~2024~~2025, we did not ~~affect~~effect any material changes to the procedures by which stockholders may recommend nominees to the Board of Directors. We do not have any defined policy or procedure requirements for stockholders to submit recommendations or nominations for directors. The Board of Directors believes that, given the current stage of our development, a specific nominating policy would be premature and of little assistance until our operations develop to a more advanced level. We do not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and there is no specific process or procedure for evaluating such nominees. The Board of Directors assesses all candidates, whether submitted by management or stockholders, and makes recommendations for election or appointment.

A stockholder who wishes to communicate with the Board of Directors may do so by directing a written request addressed to our Chief Executive Officer at the address appearing on the face page of this annual report.

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ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following Summary Compensation Table sets forth all compensation earned in all capacities during the fiscal years ended December 31, ~~2024~~2025 and ~~2023~~2024 by (i) ~~our~~ ~~principal executive officer, (ii)~~ our ~~two most highly compensated executive officers, other than our~~ principal executive officer, ~~who were serving as executive officers as of December 31, 2024~~ and ~~whose total compensation for the 2024 fiscal year, as determined by Regulation S-K, Item 402, exceeded $100,000,~~ (~~iii~~ii) a ~~person who would have been included as one of~~ our two most highly compensated executive officers, other than our principal executive officer, ~~but~~who ~~for~~were ~~the fact that he was not~~ serving as ~~one of our~~ executive officers as of December 31, ~~2024~~2025 ~~(the individuals falling within categories (i), (ii) and (iii) are~~ collectively ~~referred to as~~ the “Named Executive Officers”):


						Stock			~~Option~~All Other		~~Other~~		~~Total~~
Name and Principal Position	Year	Salary		Bonus		Awards(1)			~~Awards~~Compensation		~~Compensation~~Total		~~Earned~~
Michael Mo	~~2024~~2025	$	~~272~~440,~~196~~755	$	~~100~~90,000	$	~~103~~4,~~043~~960,000	(2)	$	—12,224	$	—5,502,979	$	~~475,239~~	~~(1)~~
Chief Executive Officer	~~2023~~2024	$	~~333~~272,~~649~~196	$	—100,000	$	—103,043	(3)	$	—	$	—475,239	$	~~333,649~~
Shawn Canter	~~2024~~2025	$	~~250~~345,~~001~~834	$	4570,000	$	—3,720,000	(4)	$	—	$	—4,135,834	$	~~295,001~~
Chief Financial Officer	~~2023~~2024	$	~~188~~250,~~369~~001	$	—45,000	$	~~1,380,000~~—		$	—	$	—295,001	$	~~1,568,369~~	~~(2)~~
William Walker	~~2024~~2025	$	~~228~~263,~~270~~470	$	5053,~~000~~860	$	—2,480,000	(5)	$	—	$	—2,797,330	$	~~278,270~~
Chief Technology Officer	~~2023~~2024	$	~~223~~228,~~703~~270	$	—50,000	$	~~266,000~~—		$	—	$	—278,270	$	~~489,703~~	~~(3)~~
Keith Cochran	2024	$	186,658	$	—				$	—	$	99,551	$	286,209	(4)
Former Chief Operating Officer*	2023	$	292,678	$	—	$	—		$	—	$	—	$	292,678

(1) ~~Includes~~The ~~286,230~~amounts ~~shares~~reflect the aggregate grant date fair value of restricted stock awards computed in accordance with FASB ASC Topic 718. For additional information on the ~~Company’s~~valuation ~~common~~assumptions regarding these restricted stock awards, (see Note 16 – Stockholders’ Equity (Deficit)) to our financial statements for the year ended December 31, 2025, which ~~vests~~are ~~over~~included ~~one~~in our Annual Report on Form 10-K for the year ended December 31, 2025 included herein.

(2) Includes ~~cash compensation earned from date of hire March 31~~250, ~~2023 through December 31, 2023. Also includes 1,500,~~000 shares of the Company’s common stock which vest in ~~five~~four equal increments over ~~five~~four years and gym membership fees of $12,224.

(3) Includes ~~350~~35,~~000~~779 shares of the Company’s common stock which ~~vest~~vests ~~in four equal increments~~ over ~~four~~one ~~years~~year.

(4) Includes ~~severance~~187,500 ~~payment~~shares of ~~$99,551~~the Company’s common stock which vest in four equal increments over four years.

*Resigned(5) ~~effective~~Includes ~~August 20~~125,000 ~~2024~~shares of the Company’s common stock which vest in four equal increments over four years.

Employment Contracts; Termination of Employment and Change-in-Control Arrangements

We have not entered into employment agreements with our officers and directors and our Board of Directors has the sole discretion to ~~pay~~determine the salaries and incentive bonuses, including merit-based cash and equity bonuses, payable to our Named Executive Officers.

53During the year ended December 31, 2025, the Board, upon recommendation of the Compensation Committee, approved the following compensation for each of the following officers of the Company:

~~Table~~● On December 31, 2025, the Board approved a cash bonus to Michael Mo, Shawn Canter and Will Walker in the amount of ~~Contents~~$90,000, $70,000 and $53,860, respectively.

During the year ended December 31, 2024, the Board, at the recommendation of the Compensation Committee, approved the following compensation for each of the following officers of the Company:

● Effective May 23, 2024, the Board approved a $112,344 reduction in Michael Mo’s salary and granted 286,230 of the Company’s restricted stock units, which shall vest in one year. On December 26, 2024, the Board approved a cash bonus to Michael Mo in the amount of $100,000.

● On October 4, 2024, the Board approved a cash bonus to Shawn Canter in the amount of $45,000.

● On December 26, 2024, the Board approved a cash bonus to William Walker in the amount of $50,000.

Equity Compensation Plans

On August 15 and November 5, 2018, the Board of Directors and a majority of the Company’s shareholders, respectively, approved the 2018 Equity Incentive Plan (the “2018 Plan”). Under the 2018 Plan, 15,000,000 shares of common stock of the Company ~~are~~were authorized for issuance. The 2018 Plan ~~provides~~provided for the issuance of incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights, restricted stock, and restricted stock units to employees, directors and consultants of the Company and its affiliates. ~~The~~Upon ~~2018 Plan requires~~ the ~~exercise~~effectiveness ~~price~~ of ~~stock~~the ~~options~~2025 toPlan be(defined ~~not~~below), ~~less~~no ~~than~~further ~~the~~awards ~~fair~~were ~~value~~made ofunder the ~~Company’s~~2018 ~~common stock on the date of grant~~Plan.

On September 24, 2025 and November 21, 2025, the Board of Directors and a majority of the Company’s shareholders, respectively, approved the 2025 Equity Incentive Plan (the “2025 Plan”). Under the 2025 Plan, 7,500,000 shares of common stock of the Company are authorized for issuance. The 2025 Plan provides for the issuance of incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights, restricted stock and restricted stock units to employees, directors and consultants of the Company and its affiliates. The 2025 Plan requires the exercise price of stock options to be not less than the fair value of the Company’s common stock on the date of grant.

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Compensation of Directors

OnThe ~~November~~table 1,below ~~2022,~~sets ~~the~~forth ~~Board of~~ the ~~Company appointed a Lead Independent Director (“Lead Director”) and a~~ non-~~Lead~~employee ~~Independent Director (“non-Lead Director”) of the Board, to hold office until the earlier of the expiration of the term of office of the~~ director whom they have replaced, successors are duly elected and qualified, or the earlier of such director’s death, resignation, disqualification, or removal. Furthermore, the Lead Director will receive annual cash compensation ~~equal~~for ~~to $150,000 upon their appointment and~~ the ~~non-Lead~~year ~~Independent~~ended Director (“non-Lead Director”) will receive annual cash compensation equal to $70,000. Additionally, the Lead Director and non-Lead Director were each granted 140,000 shares of restricted stock units, which vested quarterly in 35,000 share installments, of which 105,000 units were fully vested as of December 31, ~~2024~~2025. ~~The Lead Director also received 15,000 immediately vested shares of common stock.~~


		Fees									Nonqualified
		Earned or						Non-Equity			Deferred
		Paid in			Stock			Incentive Plan			Compensation			All Other
		Cash			Awards			Compensation			Earnings			Compensation			Total
Name		($)			($)⁽¹⁾			($)			($)			($)			($)
Dr. Joanna Massey		$	135,000		$	33,350		$	—		$	—		$	—		$	168,350
Donna Grier		$	76,875		$	33,350		$	—		$	—		$	—		$	110,225
Aron Schwartz		$	47,500		$	33,350		$	—		$	—		$	—		$	80,850

⁽¹⁾

The amounts reflect the aggregate grant date fair value of restricted stock awards computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions regarding these restricted stock awards (see Note 16 – Stockholders’ Equity (Deficit)) to our financial statements for the year ended December 31, 2025, which are included in our Annual Report on Form 10-K for the year ended December 31, 2025 included herein.

On June 5, 2025, the Board approved the cash compensation of the independent directors of the Company as follows; the Lead Independent Director (“Lead Director”) will receive annual cash compensation equal to $120,000, the non-Lead Independent Director (“non-Lead Director”) will receive annual cash compensation equal to $97,500 and the second non-Lead Independent Director (“second non-Lead Director”) will receive annual compensation equal to $95,000. On November 24, 2025, the Board approved stock compensation whereby the Lead Director and each Independent Director were granted 13,130 restricted stock units, which vest in two equal installments on December 6, 2025 and June 6, 2026.

Outstanding Equity Awards at Fiscal Year-End

The following table discloses information regarding outstanding equity awards granted or accrued as of December 31, ~~2024~~2025, for our named executive officers.


Outstanding Equity Awards
Stock Awards
	Number of Shares or Units of		Market Value of Units of
	Stock that have not vested		Stock that have not vested
Name	(#)		($)(1)
Michael Mo (Chief Executive Officer)	1296,~~036,230~~875	(2)	$	3878,~~678,617~~750
Shawn Canter (Chief Financial Officer)	1300,~~200,~~000	(3)		4888,~~260,~~000
Dr. William Walker (Chief Technology Officer)	~~312~~151,~~500~~562	(4)		1448,~~109,375~~624

⁽¹⁾	The market value of the awards that have not vested is based on the closing price of the Company’s Common Stock on NYSE American on December 31, 2025, which was $2.96.

⁽²⁾	Consists of (i) 46,875 restricted stock units which vest on November 1, 2026 and (ii) 250,000 restricted stock units which vest annually in four equal installments on January 17, 2026, January 17, 2027, January 17, 2028 and January 17, 2029.

⁽³⁾	Consists of (i) 112,500 restricted stock units which vest in equal installments on March 31, 2026, March 31, 2027 and March 31, 2028 and (ii) 187,000 restricted stock units which vest in equal installments on January 17, 2026, January 17, 2027, January 17, 2028 and January 17, 2029.

⁽⁴⁾

Consists of (i) 1,563 restricted stock awards which vest on April 13, 2026; (ii) 3,125 restricted stock awards vest on November 1, 2026; (iii) 21,874 restricted stock units which vest in equal installments on July 12, 2026 and July 12, 2027; and (iv) 125,000 restricted stock units which vest in equal installments on January 17, 2026, January 17, 2027.,January 17, 2028 and January 17, 2029.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table provides ~~the~~certain ~~names~~information ~~and~~regarding ~~addresses~~the ofbeneficial ~~each~~ownership ~~person known to us who own more than 5%~~ of ~~the~~our ~~outstanding~~ common stock as of ~~the date of this annual report, and by our officers and directors as of~~ March 27, ~~2025.~~2026 ~~Except~~(except as ~~otherwise~~ indicated, ~~all~~below) shares are owned directly. Unless otherwise indicated, the address of each of the persons shown is c/o KULR Technology Group, Inc., 555 Forge River Road, Suite 100, Webster, TX. Each record holder of Non-convertible Series A Voting Preferred Stock shall have that number of votes (~~identical in every other respect to~~ the ~~voting~~“Measurement ~~rights of the holders of Common Stock entitled to vote at any regular or special meeting of the shareholders or by written consent~~Date”) ~~equal to one hundred (100) votes per share of Non-convertible Series A Voting Preferred Stock held~~ by: ~~such record holder.~~


	Amount of
	Beneficial	Percentage		Vote With
Name of Beneficial Owner	Ownership	Ownership (1)		Series A
Michael Mo (2) - CEO and Chairman	21,727,570	7.64	%	31.69	%
Shawn Canter (3) - CFO	600,000	*		*
Dr. William Walker (4) - CTO	175,000	*		*
Michael Carpenter (5) - VP of Engineering	500,000	*		*
Donna Grier (6) - Director	140,000	*		*
Dr. Joanna Massey (7) - Director	222,500	*		*
All directors and executive officers as a group (6 persons)	23,365,070	8.21	%	32.11	%

●

each person known to us who own more than 5% of the outstanding common stock;

●

each of our named executive officers;

●

each of our directors and director nominees; and

●

all of our executive officers and directors as a group.

Except as otherwise indicated, all shares are owned directly. Unless otherwise indicated, the address of each of the persons shown is c/o KULR Technology Group, Inc., 555 Forge River Road, Suite 100, Webster, TX. Each record holder of Non-convertible Series A Voting Preferred Stock shall have that number of votes (identical in every other respect to the voting rights of the holders of Common Stock entitled to vote at any regular or special meeting of the shareholders or by written consent) equal to 100 votes per share of Non-convertible Series A Voting Preferred Stock held by such record holder.


		Amount of
		Beneficial	Percentage		Vote With
Name of Beneficial Owner		Ownership	Ownership (1)		Series A
Michael Mo (2) - CEO and Chairman		2,773,149	6.00	%	70.28	%
Shawn Canter (3) – CFO and Director		130,722	*		*
Dr. William Walker (4) - CTO		56,814	*		*
Donna Grier (5) - Director		24,065	*		*
Dr. Joanna Massey (6) - Lead Director		24,378	*		*
Aron Schwartz (7) - Director		6,565	*		*
All directors and executive officers as a group (7 persons)⁽⁸⁾		3,029,638	6.55	%	70.45	%
Beneficial owners of more than 5%
None

*	Less than 1%

(1) The ~~percent~~percentage ofownership ~~class~~ is based on ~~284~~46,~~389~~235,~~637~~909 shares outstanding and entitled to vote~~, which excludes 158,698 treasury shares and 62,500 outstanding shares that are not vested and are not entitled to vote~~. A person is considered to beneficially own any shares: (a) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (b) of which such person has the right to acquire beneficial ownership at any time within 60 days through the vesting of restricted equity grants. Shares underlying such equity grants, however, are only considered outstanding for the purpose of computing the percentage ownership of that person and are not considered outstanding when computing the percentage ownership of any other person.

(2) ~~Consists~~Includes ~~of 20~~175,~~327,570~~000 shares ~~held~~of ~~directly~~common bystock ~~Mr. Mo and 1,400,000 shares~~ held jointly by Mr. Mo and his spouse, ~~Linda~~and Mo2,598,149 ~~and excludes~~ shares ~~held~~of bycommon ~~Mr.~~stock ~~Mo’s~~underlying ~~son~~restricted ~~Alexander~~stock ~~Mo and shares~~ held by Mr. Mo~~’s son Brandon Mo, over which shares Mr~~. ~~Mo disclaims beneficial ownership, as~~ Mr. Mo ~~has~~also no control over the dispositive or voting power over the shares and his sons no longer live in the same household as Mr. Mo. Does not include a restricted stock award of 3,500,000 shares of the Company’s common stock that does not vest or settle within 60 days. Mr. Mo beneficially owns an aggregate of 1,000,000 shares of Non-Convertible Series A ~~Voting~~ Preferred Stock (the “Preferred Stock”). Each share of the Preferred Stock entitles Mr. Mo to votes equal to one hundred votes per share of Preferred Stock held.

(3) ~~Does~~Includes ~~not~~93,222 ~~include~~shares aof restricted stock ~~award~~and ~~of 2~~37,~~400,000~~500 shares of ~~the~~common ~~Company’s~~stock ~~common~~underlying restricted stock that ~~does~~will ~~not~~ vest or settle within 60 days.

(4) ~~Does~~Includes ~~not~~55,252 ~~include~~shares of restricted stock and 1,~~325,000~~562 shares of common stock underlying restricted stock ~~grants~~units that dovest ~~not~~or ~~vest~~settle within 60 days.

(5) ~~Does~~Consists ~~not include a restricted stock grant~~ of ~~200~~24,~~000~~065 shares of ~~the~~restricted ~~Company’s~~ common stock ~~that does not vest or settle within 60 days~~.

(6) Consists of ~~140~~24,~~000~~378 ~~vested~~ shares ~~granted~~of byrestricted ~~the~~common ~~Company on April 15, 2024~~stock.

(7) Consists of 206,~~000~~565 ~~vested~~ shares of ~~common~~restricted stock granted by the Company, on June 7, 2021, the effective date of Dr. Massey’s appointment as a director of the Company, 37,500 vested shares granted by the Company on November 1, 2022, 155,000 vested shares granted by the Company on April 15, 2024, and 10,000 shares of common stock ~~acquired in open market purchases~~.

(8)	Consists of 13,945 shares of restricted common stock.

Securities Authorized for Issuance Under Equity Compensation Plans

On November 5, 2018, KULR adopted and ratified the KULR Technology Group 2018 Equity Incentive Plan (the “2018 Plan”). Subject to certain adjustments, the 2018 Plan, the total number of shares of common stock which may be purchased or granted directly under the plan shall not exceed fifteen million (15,000,000). The 2018 Plan is generally administered by the Board or a committee of two (2) or more independent, non-employee directors (the “Plan Committee”). The Board or the Plan Committee, as applicable, has the power to determine the participants (the “Participants”) to whom awards under the 2018 Plan (the “Plan Awards”) shall be made. The 2018 Plan allows for the award of, stock, stock options, and shares of restricted stock. Stock options granted under the Plan may be either incentive stock options (an “ISO”) qualifying under Section 422 of the Internal Revenue Codes of 1986, as amended (the “Code”) or non-qualified stock options (a “NQSO”). An ISO may only be issued to employees of KULR. ISOs may be granted to officers or directors, provided they are also employees of KULR.

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power to determine the participants (the “Participants”) to whom awards under the 2018 Plan (the “Plan Awards”) shall be made. The ~~following~~2018 ~~table~~Plan ~~sets~~allows ~~forth,~~for asthe award of, ~~December 31~~stock, ~~2024~~stock options, ~~our~~and ~~securities~~shares ~~authorized~~of ~~for~~restricted ~~issuance~~stock. Stock options granted under ~~any~~the ~~equity~~Plan ~~compensation~~may ~~plans~~be ~~approved~~either byincentive ~~our~~stock ~~stockholders:~~options (an “ISO”) qualifying under Section 422 of the Internal Revenue Codes of 1986, as amended (the “Code”) or non-qualified stock options (a “NQSO”). An ISO may only be issued to employees of KULR. ISOs may be granted to officers or directors, provided they are also employees of KULR.

On November 21, 2025, KULR adopted and ratified the KULR Technology Group 2025 Equity Incentive Plan (the “2025 Plan”). Subject to certain adjustments, the 2018 Plan, the total number of shares of common stock which may be purchased or granted directly under the plan shall not exceed seven and a half million (7,500,000). The 2025 Plan is generally administered by the Board or a committee of two (2) or more independent, non-employee directors (the “Plan Committee”). The Board or the Plan Committee, as applicable, has the power to determine the participants (the “Participants”) to whom awards under the 2025 Plan (the “Plan Awards”) shall be made. The 2025 Plan allows for the award of, stock, stock options, and shares of restricted stock. Stock options granted under the Plan may be either incentive stock options (an “ISO”) qualifying under Section 422 of the Internal Revenue Codes of 1986, as amended (the “Code”) or non-qualified stock options (a “NQSO”). An ISO may only be issued to employees of KULR. ISOs may be granted to officers or directors, provided they are also employees of KULR.

The following table sets forth, as of December 31, 2025, our securities authorized for issuance under any equity compensation plans:


	Number of				Number of securities
	securities				remaining available for
	to be issued upon		Weighted-average		future issuance under equity
	exercise of		exercise		compensation plans
	outstanding		price of		(excluding securities
	options,		outstanding options,		reflected in
	warrants and rights		warrants and rights		column (a))
Plan Category	(a)		(b)		(c)
Equity compensation plans approved by security holders	61,~~820~~635,~~111~~068	(1)	$	111.4933	57,~~095~~134,~~017~~736
Equity compensation plans not approved by security holders	—			—	—
Total	61,~~820~~635,~~111~~068		$	111.4933	57,~~095~~134,~~017~~736

(1) As of December 31, 2025,1,471,942 equity awards consisted of time-based restricted stock that were granted under the 2018 Plan and the 2025 Plan, which shares are already issued and outstanding and therefore are not reflected in this table.

Change in Control

We are not aware of any arrangement that might result in a change in control of the Company.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions

Other than as set forth below and compensation arrangements, including employment, and indemnification arrangements, discussed, there have been no transactions since January 1, 2023, in which the amount involved in the transaction exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets as at the year-end for the last two completed fiscal years, and to which any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.

Other Transactions

None.

Director Independence

The Board evaluates the independence of each nominee for election as a director of our Company in accordance with the NYSE American rules. Pursuant to these rules, a majority of our Board must be “independent directors” within the meaning of the NYSE American Rules, and all directors who sit on our Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee must also be independent directors.

Our board of directors has determined that Dr. Joanna Massey, ~~and~~ Ms. Donna Grier and Mr. Aron Schwartz are “independent,” as defined under the NYSE American rules. For purposes of the NYSE American rules, an independent director means a person other than an executive officer or employee of our company or any other individual having a relationship which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, subject to certain additional limitations.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following is a summary of the fees billed or expected to be billed to us for professional services rendered ~~with~~by ~~respect~~CBIZ toCPAs P.C., our independent registered public accounting firm, for the fiscal years ended December 31, ~~2024~~2025 and ~~2023~~2024:


	For the Fiscal Year Ended
	December 31,
	~~2024~~2025		~~2023~~2024
Audit Fees	$	294,135	$	339,025
Audit Fees(1)	$	495,032	$	294,135
Tax Fees		—		—
Total	$	~~294~~495,~~135~~032	$	~~339~~294,~~025~~135

(1) Audit fees consist of fees billed for services rendered by our independent auditors during the years ended December 31, 2025 and 2024 for the audit and review of our financial statements and comfort letters and consents in connection with securities offerings.

Audit Fees

Audit fees consist of fees billed for services rendered by our independent auditors during the years ended December 31, 2024 and 2023 for the audit and review of our financial statements.

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Tax Fees

Tax fees consist of fees billed for services rendered by our tax preparers during the years ended December 31, 2024 and 2023 in connection with the preparation and filing of our income tax returns.

Pre-Approval Policies

Our Audit Committee has adopted a policy governing the pre-approval by the Board of Directors of all services, audit and non-audit, to be provided to our Company by our independent auditors. Under the policy, the Audit Committee has pre-approved the provision by our independent auditors of specific audit, audit related, tax and other non-audit services as being consistent with auditor independence. Requests or applications to provide services that require the specific pre-approval of the board of directors must be submitted to the Audit Committee by the independent auditors, and the independent auditors must advise the Audit Committee as to whether, in the independent auditor’s view, the request or application is consistent with the SEC’s rules on auditor independence.

The Audit Committee has considered the nature and amount of the fees billed by ~~Marcum~~CBIZ CPAs P.C. and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining the independence of ~~Marcum~~CBIZ CPAs P.C.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

ExhibitNo.		Description
2.1		Share Exchange Agreement, dated June 8, 2017 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 12, 2017 and incorporated herein by reference)
3.1		Second Amended and Restated Certificate of Incorporation of KULR Technology Corporation (previously filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 19, 2017 and incorporated herein by reference).

3.1		Certificate of Incorporation of the Company (previously filed as Exhibit 3 to the General form for Registration of Securities on Form 10-12G, filed with the SEC on January 7, 2016 and incorporated herein by reference)
3.2		Bylaws of the Company (previously filed as Exhibit 4 to the General form for Registration of Securities on Form 10-12G, filed with the SEC on January 7, 2016 and incorporated herein by reference).

3.2		Bylaws of the Company (previously filed as Exhibit 4 to the General form for Registration of Securities on Form 10-12G, filed with the SEC on January 7, 2016 and incorporated herein by reference
3.3		Certificate of Designation of Series A Voting Preferred Stock, filed on June 6, 2017 (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 12, 2017 and incorporated herein by reference).

3.3		Certificate of Incorporation of KULR Technology Corporation (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 19, 2017 and incorporated herein by reference)
3.4		Certificate of Amendment to the Certificate of Incorporation, effective August 30, 2018 (previously filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 30, 2018 and incorporated herein by reference).

3.4		Amended and Restated Certificate of Incorporation of KULR Technology Corporation (previously filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 19, 2017 and incorporated herein by reference)
3.5		Certificate of Designation of Series B Convertible Preferred Stock, filed on November 30, 2018 (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 6, 2018 and incorporated herein by reference).

3.5		By-laws of KULR Technology Corporation (previously filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed with the SEC on June 19, 2017 and incorporated herein by reference)
3.6		Certificate of Amendment to the Certificate of Incorporation, effective December 31, 2018 (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 7, 2019 and incorporated herein by reference).

3.6		Certificate of Designation of Series A Voting Preferred Stock, filed on June 6, 2017 (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 12, 2017 and incorporated herein by reference)
3.7		Certificate of Designation of Series C Convertible Preferred Stock, filed on August 19, 2019 (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 23, 2019 and incorporated herein by reference).

3.7		Certificate of Amendment to the Certificate of Incorporation, effective August 30, 2018 (previously filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 30, 2018 and incorporated herein by reference)
3.8		Form of Certificate of Designation for Series D Convertible Preferred Stock (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 20, 2021 and incorporated herein by reference).

3.8		Certificate of Designation of Series B Convertible Preferred Stock, filed on November 30, 2018 (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 6, 2018 and incorporated herein by reference)
3.9*		Certificate of Amendment to the Certificate of Incorporation, effective June 23, 2025.

3.9		Certificate of Amendment to the Certificate of Incorporation, effective December 31, 2018 (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 7, 2019 and incorporated herein by reference)
4.1		Description of registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (previously filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2025 and incorporated herein by reference).

3.10		Certificate of Designation of Series C Convertible Preferred Stock, filed on August 19, 2019 (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 23, 2019 and incorporated herein by reference)
10.1		License and Development Agreement, dated April 15, 2013 (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 19, 2017 and incorporated herein by reference).

3.11		Form of Certificate of Designation for Series D Convertible Preferred Stock (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 20, 2021 and incorporated herein by reference)
10.2†		2018 KULR Technology Group Equity Incentive Plan (previously filed as Exhibit 4.8 to the Company’s Registration Statement on Form S-8 (File No. 333-227751), filed with the SEC on October 9, 2018 and incorporated herein by reference).

4.1		Description of registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934*
10.3†*		Form of Restricted Stock Award Agreement under the 2018 KULR Technology Group Equity Incentive Plan.

10.1		License and Development Agreement, dated April 15, 2013 (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 19, 2017 and incorporated herein by reference)
10.4†*		Form of Incentive Stock Option Award Agreement under the 2018 KULR Technology Group Equity Incentive Plan.

10.3		Letter of Intent by and between the Company and E3 Enterprise, dated April 20, 2016 (previously filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on June 28, 2016 and incorporated herein by reference)
10.5		Asset Purchase Agreement, effective as of October 6, 2022, by and among KULR Technology Group, Inc., Vibetech International, LLC, and Norman Serrano (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 6, 2022 and incorporated herein by reference).

5848

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10.4		Letter of Intent by and between the Company and KULR Technology Corporation (previously filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 3, 2016 and incorporated herein by reference)
10.6		Sales Agreement, dated June 9, 2025, by and among the Company, Cantor Fitzgerald & Co. and Craig-Hallum Capital Group LLC (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 9, 2025 and incorporated herein by reference).

10.5		Patent Assignment Agreement, dated November 10, 2016 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 19, 2017 and incorporated herein by reference)
10.7		Master Loan Agreement, dated July 1, 2025, between KULR Technology Group, Inc., Coinbase Credit, Inc. and Coinbase, Inc. (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 8, 2025 and incorporated herein by reference).

10.9		2018 KULR Technology Group Equity Incentive Plan (previously filed as Exhibit 4.8 to the Company’s Registration Statement on Form S-8, filed with the SEC on October 9, 2018 and incorporated herein by reference)
10.8†		2025 KULR Technology Group Equity Incentive Plan (previously filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File No. 333-291824), filed with the SEC on November 26, 2025 and incorporated herein by reference).

10.13		Form of Subscription Agreement (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 5, 2019 and incorporated herein by reference)
10.9†*		Form of Restricted Stock Award Agreement under the 2025 KULR Technology Group Equity Incentive Plan.

10.20		Form of Securities Purchase Agreement (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 31, 2020 and incorporated herein by reference)
10.10†*		Form of Incentive Stock Option Award Agreement under the 2025 KULR Technology Group Equity Incentive Plan.

10.21		Form of Warrant (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on December 31, 2020 and incorporated herein by reference)
19.1*		Insider Trading Policy of KULR Technology Group, Inc.

10.23		Form of Securities Purchase Agreement dated May 19. 2021 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 20, 2021 and incorporated herein by reference)
21.1*		List of Subsidiaries.

10.24		Form of Warrant (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 20, 2021 and incorporated herein by reference)
23.1*		Consent of Marcum LLP

10.25		Standby Equity Purchase Agreement, dated May 13, 2022, by and between KULR Technology Group, Inc. and YA II PN, Ltd. (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 16, 2022 and incorporated herein by reference)
23.2*		Consent of CBIZ CPAs P.C.

10.26		Note Purchase Agreement, dated May 13, 2022, by and between KULR Technology Group, Inc. and YA II PN, Ltd. (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 16, 2022 and incorporated herein by reference)
31.1*		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

10.27		Promissory Note, dated May 13, 2022 (previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on May 16, 2022 and incorporated herein by reference)
31.2*		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

10.28		Amendment dated June 3, 2022, to the Standby Equity Purchase Agreement by and between KULR Technology Group, Inc. and YA II PN, Ltd. (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 03, 2022 and incorporated herein by reference)
32.1**		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

10.29		Supplemental Agreement dated as of September 23, 2022 to the Standby Equity Purchase Agreement dated as of May 16, 2022 between KULR Technology Group, Inc. and YA II PN, LTD. (previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on September 23, 2022 and incorporated herein by reference)
97.1*		KULR Technology Group Inc. Clawback Policy.

10.30		Asset Purchase Agreement, effective as of October 6, 2022, by and among KULR Technology Group, Inc., Vibetech International, LLC, and Norman Serrano (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 6, 2022 and incorporated herein by reference)
101.INS*		Inline XBRL Instance.

10.31		Underwriting Agreement dated December 20, 2023 by and between KULR Technology Group, Inc. and R.F. Lafferty & Co., Inc. (previously filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 13, 2023 and incorporated herein by reference)
101.SCH*		Inline XBRL Taxonomy Extension Schema.

10.32		Letter Agreement dated August 16, 2023, by and among KULR Technology Group, Inc., YA II PN, LTD, and Yorkville Advisors Global, L.P. (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 16, 2023 and incorporated herein by reference)
101.CAL*		Inline XBRL Taxonomy Extension Calculation.

10.33		Amendment Letter Agreement dated August 22, 2023, by and among KULR Technology Group, Inc., YA II PN, LTD, and Yorkville Advisors Global, L.P. (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on August 22, 2023 and incorporated herein by reference)
101.DEF*		Inline XBRL Taxonomy Extension Definition.

101.LAB*		Inline XBRL Taxonomy Extension Labels.

101.PRE*		Inline XBRL Taxonomy Extension Presentation.

104*		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101).

Table of Contents

10.34		Amendment Letter Agreement dated August 30, 2023, by and among KULR Technology Group, Inc., YA II PN, LTD, and Yorkville Advisors Global, L.P. (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 30, 2023 and incorporated herein by reference)

10.35		Amendment Letter Agreement dated December 19, 2023, by and among KULR Technology Group, Inc., YA II PN, LTD, and Yorkville Advisors Global, L.P. (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 19, 2023 and incorporated herein by reference)

10.36		Amendment Letter Agreement dated January 9, 2024, by and among KULR Technology Group, Inc., YA II PN, LTD, and Yorkville Advisors Global, L.P. (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 9, 2024 and incorporated herein by reference)

10.37		Amendment Letter Agreement dated February 13, 2024, by and among KULR Technology Group, Inc., YA II PN, LTD, and Yorkville Advisors Global, L.P. (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 13, 2024 and incorporated herein by reference)

10.38		At The Market Offering Agreement, dated July 3, 2024, by and between the Company and Craig-Hallum Capital Group LLC (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 3, 2024 and incorporated herein by reference)

10.39		Severance Agreement and General Release, dated August 20, 2024 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 21, 2024 and incorporated herein by reference)

10.40		Amendment Agreement dated December 26, 2024 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 26, 2024 and incorporated herein by reference)

19.1*		Insider Trading Policy

21.1*		List of Subsidiaries

23.1*		Consent of Marcum LLP

31.1*		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97		Clawback Policy, effective November 29, 2023 (previously filed as Exhibit 97 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 12, 2024 and incorporated herein by reference)

101.INS		Inline XBRL Instance*

101.SCH		Inline XBRL Taxonomy Extension Schema*

101.CAL		Inline XBRL Taxonomy Extension Calculation*

101.DEF		Inline XBRL Taxonomy Extension Definition*

101.LAB		Inline XBRL Taxonomy Extension Labels*

101.PRE		Inline XBRL Taxonomy Extension Presentation*

104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)*

*	Filed herewith.

**	Furnished herewith.

60† Management contract or compensatory plan or arrangement.

~~Table of Contents~~

ITEM 16. FORM 10-K SUMMARY

None.

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 31, 2025	KULR Technology Group, Inc.
March 31, 2026	KULR Technology Group, Inc.
	By:	/s/ Michael Mo
		Michael Mo
		Chief Executive Officer and Chairman
		(Principal Executive Officer)
	By:	/s/ Shawn Canter
		Shawn Canter
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title	Date
By:	/s/ Michael Mo	Chief Executive Officer and Chairman	March 31, ~~2025~~2026
	Michael Mo
By:	/s/ Shawn Canter	Chief Financial Officer and Director	March 31, ~~2025~~2026
	Shawn Canter

By:	/s/ ~~William~~Joanna ~~Walker~~Massey	~~Chief~~Lead ~~Technology Officer~~Director	March 31, ~~2025~~2026
	William Walker

By:	/s/ Joanna Massey	Lead Director	March 31, 2025
	Joanna Massey

By:	/s/ Donna Grier	Director	March 31, ~~2025~~2026
	Donna Grier

By:	/s/ Aron Schwartz	Director	March 31, 2026
	Aron Schwartz

6150

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KULR TECHNOLOGY GROUP INC. AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID: 688)	F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID: 199)	F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023	F-3
Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023	F-4
Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Year Ended December 31, 2024	F-5

Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Year Ended December 31, 2023	F-6
Report of Independent Registered Public Accounting Firm (PCAOB ID: 688)	F-3
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023	F-7
Consolidated Balance Sheets as of December 31, 2025 and 2024	F-4
Notes to Consolidated Financial Statements	F-9
Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024	F-5
Consolidated Statement of Changes in Stockholders’ Equity for the Year Ended December 31, 2025	F-6

Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Year Ended December 31, 2024	F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024	F-8
Notes to Consolidated Financial Statements	F-10

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

KULR Technology Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of KULR Technology Group, Inc. and Subsidiary (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of KULR Technology Group, Inc. and Subsidiary (the “Company”) as of December 31, 2025, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for the year ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Notes 2 and 15 to the financial statements, the Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). We have also audited the adjustments to the 2025 financial statements to retrospectively adjust the disclosures for the adoption of ASU 2023-09 in 2025. In our opinion, such retrospective adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2024 financial statements of the Company other than with respect to these retrospective adjustments, and accordingly, we do not express an opinion or any other form of assurance on the 2024 financial statements taken as a whole.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our ~~audits~~audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audits,~~audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audits~~audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our ~~audits~~audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our ~~audits~~audit ~~provide~~provides a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

~~/s/ Marcum LLP~~

/s/ CBIZ CPAs P.C.

CBIZ CPAs P.C.

We have served as the Company’s auditor since 2018 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C. effective November 1, 2024).

Los Angeles, California

March 31, 2026

F-2

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

KULR Technology Group, Inc.

Opinion on the Financial Statements

We have audited, before the effects of the retrospective adjustments to the disclosures for the adoption of ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”) as discussed in Notes 2 and 15 to the consolidated financial statements, the accompanying consolidated balance sheet of KULR Technology Group, Inc. and Subsidiary (the “Company”) as of December 31, 2024, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”) (the 2024 financial statements before the effects of the adjustments discussed in Notes 2 and 15 to the financial statements are not presented herein). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We are not engaged to audit, review, or apply any procedures to the retrospective adjustments to the disclosures for the adoption of ASU 2023-09 as discussed in Notes 2 and 15 to the financial statements and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those retrospective adjustments were audited by CBIZ CPAs P.C.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum LLP.

Marcum LLP

We have served as the Company’s auditor ~~since~~from 2018 through 2025.

Los Angeles, CACalifornia

March 31, 2025

F-23

Table of Contents

KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS


	December 31,
	~~2024~~2025		~~2023~~2024
Assets
Current Assets:
Cash	$	2913,~~831~~300,~~858~~188	$	129,~~194~~831,~~764~~858
Accounts receivable billed, current portion		1,984,518		901,672
Accounts receivable, net of allowance for credit losses of $1,450,000 and $0 as of December 31, 2025 and 2024, respectively		2,076,556		2,645,190
Accounts receivable unbilled, current portion		660,672		—
Grant receivable		1,886,376		—
Inventory		~~545~~581,~~467~~156		1545,~~149,047~~467
Inventory deposits		—839,644		~~27,500~~—
Prepaid expenses and other current assets		1,141,540		631,361
Auto-Vibe assets		5,046,759		—
Total Current Assets		34,164,055		3,904,344
Prepaid expenses and other current assets		1,825,849		1,141,540
Digital assets		20,281,184		—
Total Current Assets		25,556,528		34,164,055
Accounts receivable, non-current portion		1,446,489		—
Digital assets		93,995,256		20,281,184
Property and equipment, net		3,676,544		4,698,144
Accounts receivable, non-current portion		998,772		1,446,489
Equipment deposits		1,355,174		1,332,436
Property and equipment, net		5,482,743		3,676,544
Security deposits		48,158		10,228
Equipment deposits		806,000		1,355,174
Intangible assets, net		577,099		719,395
Security deposits		39,430		48,158
Operating lease right-of-use assets		1,216,772		129,202
Intangible assets, net		370,925		577,099
Finance lease right-of-use asset, net		6,215		—
Operating lease right-of-use assets, net		1,338,657		1,216,772
Deferred financing costs		155,497		70,607
Finance lease right-of-use asset, net		—		6,215
Total Assets	$	62,927,187	$	10,864,356
Deferred financing costs		276,690		155,497

Other non current assets		102,703		—
Liabilities and Stockholders’ Equity (Deficit)
Total Assets	$	128,967,704	$	62,927,187
Current Liabilities:

Accounts payable	$	2,061,266	$	2,769,544
Liabilities and Stockholders’ Equity
Accrued expenses and other current liabilities		1,138,695		3,463,344
Current Liabilities:
Accrued issuable equity		420,427		13,002
Accounts payable	$	3,173,813	$	2,061,266
Operating lease liabilities, current portion		493,468		102,186
Accrued expenses and other current liabilities		2,628,914		1,160,446
Finance lease liability, current portion		2,463		—
Accrued issuable equity		—		420,427
Notes payable, net of discount, current portion		516,547		—
Operating lease liabilities, current portion		366,937		493,468
Deferred revenue		32,768		551,021
Finance lease liability, current portion		—		2,463
Total Current Liabilities		4,665,634		6,899,097
Notes payable, net of discount, current portion		—		494,796
Operating lease liabilities, non-current portion		818,750		—
Deferred revenue		107,267		32,768
Finance lease liability, non-current portion		3,852		—
Total Current Liabilities		6,276,931		4,665,634
Notes payable, non-current portion		10,966		250,000
Operating lease liabilities, non-current portion		1,078,575		818,750
Prepaid advance liability, net of discount		—		5,892,056
Finance lease liability, non-current portion		—		3,852
Accrued interest		—		5,899
Other non-current liabilities		—		10,966
Total Liabilities		57,~~499~~355,~~202~~506		135,~~047~~499,~~052~~202
Commitments and contingencies (Note 19)
Commitments and contingencies (Note 17)

Stockholders’ Equity
Stockholders’ Equity (Deficit)
Preferred stock, $0.0001 par value, 20,000,000 shares authorized
Preferred stock, $0.0001 par value, 20,000,000 shares authorized
Series A Preferred Stock, 1,000,000 shares designated; 1,000,000 and 730,000 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively;		100		73
Series A Preferred Stock, 1,000,000 shares designated; 730,000 and 0 shares issued and outstanding at December 31, 2024 and 2023, respectively		73		—
Series B Convertible Preferred Stock, 31,000 shares designated; none issued and outstanding at December 31, 2025 and December 31, 2024		—		—
Series B Convertible Preferred Stock, 31,000 shares designated; none issued and outstanding at December 31, 2024 and 2023		—		—
Series C Preferred Stock, 400 shares designated; none issued and outstanding at December 31, 2025 and December 31, 2024		—		—
Series C Preferred Stock, 400 shares designated; none issued and outstanding at December 31, 2024 and 2023		—		—
Series D Preferred Stock, 650 shares designated; none issued and outstanding at December 31, 2025 and December 31, 2024		—		—
Series D Preferred Stock, 650 shares designated; none issued and outstanding at December 31, 2024 and 2023		—		—
Common stock, $0.0001 par value, 500,000,000 shares authorized; 46,063,172 and 46,041,250 shares issued and outstanding at December 31, 2025, respectively; 33,100,207 and 33,083,812 shares issued and outstanding at December 31, 2024, respectively		4,606		3,310
Common stock, $0.0001 par value, 500,000,000 shares authorized; 264,801,650 and 264,670,488 shares issued and outstanding at December 31, 2024, respectively; 134,031,669 and 133,900,507 shares issued and outstanding at December 31, 2023, respectively		26,480		13,403
Additional paid-in capital		267,712,241		141,532,047
Additional paid-in capital		141,508,877		64,387,717
Treasury stock, at cost; 21,922 and 16,395 shares held at December 31, 2025 and December 31, 2024, respectively.		(393,744)		(296,222)
Treasury stock, at cost; 131,162 shares held at December 31, 2024 and 2023		(296,222)		(296,222)
Accumulated deficit		(145,711,005)		(83,811,223)
Accumulated deficit		(83,811,223)		(66,287,594)
Total Stockholders’ Equity		121,612,198		57,427,985
Total Stockholders’ Equity (Deficit)		57,427,985		(2,182,696)
Total Liabilities and Stockholders’ Equity	$	128,967,704	$	62,927,187
Total Liabilities and Stockholders’ Equity (Deficit)	$	62,927,187	$	10,864,356

The accompanying notes are an integral part of these consolidated financial statements.

F-34

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KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS


	For the Years Ended
	December 31,
	~~2024~~2025		~~2023~~2024
Revenue	$	1016,~~737~~170,~~481~~404	$	910,~~830~~737,~~166~~481
Cost of revenue		515,~~254~~399,~~283~~432		65,~~164~~254,~~310~~283
Gross Profit		5770,~~483,198~~972		35,~~665~~483,~~856~~198

Operating Expenses
Research and development		410,~~738~~755,~~305~~036		74,~~135~~738,~~452~~305
Selling, general, and administrative		1527,~~979~~696,~~852~~969		1815,~~942~~979,~~350~~852
Total Operating Expenses		20,718,157		26,077,802
Credit losses on accounts receivable		2,230,643		—
Loss From Operations		(15,234,959)		(22,411,946)
Impairment of finance lease right-of-use asset		905,630		—

Impairment of property and equipment		625,967		—
Other (Expense) Income
Impairment of intangible assets		202,058		—
Interest expense		(209,817)		(718,420)
Impairment of equipment deposits		1,355,174		—
Interest income		10,575		—
Total Operating Expenses		43,771,477		20,718,157
Amortization of debt discount		(1,151,659)		(730,230)
Loss From Operations		(43,000,505)		(15,234,959)
Gain on debt extinguishment, net		9,834		—

Change in fair value of accrued issuable equity		(228,777)		167,040
Other Income (Expense)
Change in fair value of digital assets		(~~718~~13,~~826~~800,041)		—(718,826)
Total Other Expense, net		(2,288,670)		(1,281,610)
Impairment of equity investment		(3,325,045)		—
Net Loss	$	(17,523,629)	$	(23,693,556)
Credit loss on loan receivable		(2,127,565)		—
Interest income		563,271		10,575
Change in fair value of accrued issuable equity		(17,075)		(228,777)
Interest expense		(159,944)		(209,817)
Amortization of debt discount		(82,878)		(1,151,659)
Gain on debt extinguishment		50,000		9,834
Total Other Expense, net		(18,899,277)		(2,288,670)
Net Loss	$	(61,899,782)	$	(17,523,629)

Net Loss Per Share
- Basic and Diluted	$	(01.0956)	$	(0.2075)

Weighted Average Number of Common Shares Outstanding
- Basic and Diluted		~~186~~39,~~597~~727,~~133~~205		~~117~~23,~~820~~324,~~740~~642

The accompanying notes are an integral part of these consolidated financial statements.

F-45

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KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY ~~(DEFICIT)~~

FOR THE YEAR ENDED DECEMBER 31, ~~2024~~2025


	Series A						Additional							Total
	Preferred Stock			Common Stock			Paid-In		Treasury Stock			Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Shares	Amount		Deficit		Equity ~~(Deficit)~~
Balance - January 1, 2024	—	$	—	134,031,669	$	13,403	$	64,387,717	131,162	$	(296,222)	$	(66,287,594)	$	(2,182,696)
Balance - January 1, 2025	730,000	$	73	33,100,207	$	3,310	$	141,532,047	16,395	$	(296,222)	$	(83,811,223)	$	57,427,985
Preferred stock issued for no consideration	~~730~~270,000		7327	—		—		(7327)	—		—		—		—
Common stock issued upon the exercise of options	—		—	25,841		3		23,452	—		—		—		23,455
Purchase of treasury shares	—		—	—		—		—	5,527		(97,522)		—		(97,522)
Common stock issued upon the exercise of warrants	—		—	1,472,460		147		(147)	—		—		—		—
Common stock issued upon the exercise of options	—		—	1,688		—		10,815	—		—		—		10,815
Common stock issued for the repayment of prepaid advance liability and related interest accrual pursuant to Advance Notices(1)	—		—	21,798,830		2,180		6,052,650	—		—		—		6,054,830
Common stock issued for at the market offering(1)	—		—	12,679,311		1,267		119,657,653	—		—		—		119,658,920
Common stock issued for cash pursuant to Advance Notices(2)	—		—	33,860,646		3,386		9,044,533	—		—		—		9,047,919
Common stock issued upon vesting of restricted stock units	—		—	304,489		30		(30)	—		—		—		—
Common stock issued for at the market offering(3)	—		—	74,781,217		7,478		59,873,726	—		—		—		59,881,204
Shares withheld for employee payroll tax obligations	—		—	(69,084)		(6)		(448,295)	—		—		—		(448,301)
Shares repurchased and canceled				(878,005)		(88)		(499,912)	—		—		—		(500,000)
Effect of reverse stock split	—		—	61		—		—	—		—		—		—
Warrants issued in connection with notes payable	—		—	—		—		112,863	—		—		—		112,863
Stock-based compensation:
Stock-based compensation:
Common stock issued for services	—		—	46,500		5		567,717	—		—		—		567,722
Restricted stock awards granted converted to restricted stock units	—		—	(2,168,508)		(217)		217	—		—		—		—
Amortization of restricted common stock	—		—	—		—		6,341,331	—		—		—		6,341,331
Restricted stock awards forfeited and returned to the Company	—		—	(50,000)		(5)		5	—		—		—		—
Amortization of stock options	—		—	—		—		51,030	—		—		—		51,030
Restricted stock units vested	—		—	1,102,127		110		(110)	—		—		—		—
Net loss	—		—	—		—		—	—		—		(61,899,782)		(61,899,782)
Common stock issued for services	—		—	825,373		83		464,995	—		—		—		465,078
Balance - December 31, 2025	1,000,000	$	100	46,063,172	$	4,606	$	267,712,241	21,922	$	(393,744)	$	(145,711,005)	$	121,612,198
Amortization of restricted common stock	—		—	—		—		1,960,083	—		—		—		1,960,083
Amortization of stock options	—		—	—		—		88,878	—		—		—		88,878
Net loss	—		—	—		—		—	—		—		(17,523,629)		(17,523,629)
Balance - December 31, 2024	730,000	$	73	264,801,650	$	26,480	$	141,508,877	131,162	$	(296,222)	$	(83,811,223)	$	57,427,985

(1) Represents gross proceeds of $6123,~~068~~181,~~407~~925 less issuance costs of $133,~~577~~523,005.

(2) Represents gross proceeds of $9,104,950 less issuance costs of $57,031.

(3) Represents gross proceeds of $61,912,798 less issuance costs of $2,031,594.

The accompanying notes are an integral part of these consolidated financial statements.

F-56

Table of Contents

KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE YEAR ENDED DECEMBER 31, ~~2023~~2024


	Series A			~~Additional~~				Additional					~~Total~~				Total
	~~Common~~Preferred Stock			~~Paid-In~~Common Stock			~~Treasury Stock~~	Paid-In		~~Accumulated~~Treasury Stock			~~Stockholders’~~		Accumulated		Stockholders’
	Shares	Amount		~~Capital~~Shares		Amount	~~Shares~~	~~Amount~~Capital		~~Deficit~~Shares		Amount	~~Equity (Deficit)~~		Deficit		Equity (Deficit)
Balance - January 1, 2023	113,202,749	$	11,320	$	53,372,673		131,162		(296,222)	$	(42,594,038)		$	10,493,733
Balance - January 1, 2024	—	$	—	16,753,959		$	1,675	$	64,399,445	16,395		$	(296,222)		$	(66,287,594)	$	(2,182,696)
Common stock issued for the repayment of prepaid advance liability and related interest accrual pursuant to Investor Notices	4,078,971		408		4,466,219		—		—		—			4,466,627
Preferred stock issued for no consideration	730,000		73	—			—		(73)	—			—			—		—
Common stock issued for the repayment of prepaid advance liability and related interest accrual pursuant to Advance Notices (1)	905,833		90		165,036		—		—		—			165,126
Common stock issued upon the exercise of options	—		—	3,230			—		23,455	—			—			—		23,455
Shares repurchased for payroll taxes and canceled	(175,000)		(17)		(229,232)		—		—		—			(229,249)
Common stock issued upon the cashless exercise of warrants	—		—	184,058			18		(18)	—			—			—		—
Common stock issued pursuant to the equity financing for cash, net of issuance costs (2)	13,389,285		1,339		3,062,631		—		—		—			3,063,970
Common stock issued for the repayment of prepaid advance liability and related interest accrual pursuant to Advance Notices (1)	—		—	2,724,854			272		6,054,558	—			—			—		6,054,830
Stock-based compensation:
Common stock issued for cash pursuant to Advance Notices(2)	—		—	4,232,581			423		9,047,496	—			—			—		9,047,919
Restricted stock awards granted	2,218,508		222		(222)		—		—		—			—
Common stock issued for at the market offering(3)	—		—	9,347,652			937		59,880,267	—			—			—		59,881,204
Unvested restricted stock awards canceled	(140,000)		(14)		14		—		—		—			—
Shares repurchased and canceled	—		—	(109,751)			(11)		(499,989)	—			—			—		(500,000)
Common stock issued for services	551,323		55		268,765		—		—		—			268,820
Warrants issued in connection with notes payable	—		—	—			—		112,863	—			—			—		112,863
Amortization of restricted common stock	—		—		3,124,174		—		—		—			3,124,174
Stock-based compensation:
Amortization of stock options	—		—		157,659		—		—		—			157,659
Restricted stock awards granted converted to restricted stock units	—		—	(271,064)			(27)		27	—			—			—		—
Net loss	—		—		—		—		—		(23,693,556)			(23,693,556)
Restricted stock awards forfeited and returned to the Company	—		—	(6,250)			(1)		1	—			—			—		—
Balance - December 31, 2023	134,031,669	$	13,403	$	64,387,717		131,162		(296,222.00)	$	(66,287,594)		$	(2,182,696)
Restricted stock units vested	—		—	137,766			14		(14)	—			—			—		—
Common stock issued for services	—		—	103,172			10		465,068	—			—			—		465,078
Amortization of restricted common stock	—		—	—			—		1,960,083	—			—			—		1,960,083
Amortization of stock options	—		—	—			—		88,878	—			—			—		88,878
Net loss	—		—	—			—		—	—			—			(17,523,629)		(17,523,629)
Balance - December 31, 2024	730,000	$	73	33,100,207		$	3,310	$	141,532,047	16,395		$	(296,222)		$	(83,811,223)	$	57,427,985

(1) Represents gross proceeds of $~~166~~6,~~337~~068,407 less ~~$1,211~~issuance ~~amortization~~costs of ~~deferred financing costs~~$13,577.

(2) Represents gross proceeds of $39,~~910~~104,~~000~~950 less issuance costs of $~~846~~57,~~030~~031.

(3)	Represents gross proceeds of $61,912,798 less issuance costs of $2,031,594.

The accompanying notes are an integral part of these consolidated financial statements.

F-7

F-6

Table of Contents

KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Years Ended
	December 31,
	~~2024~~2025		~~2023~~2024
Cash Flows From Operating Activities:
Net loss	$	(1761,~~523~~899,~~629~~782)	$	(2317,~~693~~523,~~556~~629)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		182,~~151,659~~878		~~730~~1,~~230~~151,659
Non-cash operating lease expense		~~447~~569,~~332~~967		~~250~~447,~~893~~332
Gain on debt extinguishment		(950,~~834~~000)		—(9,834)
Depreciation and amortization expense		1,~~800~~398,~~838~~179		21,~~214~~800,~~095~~838
Change in fair value of accrued issuable equity		228,777		(167,040)
Stock-based compensation		6,522,581		2,692,687
Change in fair value of digital assets		718,826		—
Credit losses on accounts receivable		2,230,643		—
Stock-based compensation		2,692,687		3,502,736
Impairment of equity investment		3,325,045		—
Provision for credit losses		—		16,978
Credit loss on loan receivable		2,127,565		—
Write down inventory to net realizable value		—		293,941
Impairment of finance lease right-of-use asset		905,630		—
Loss on disposal of property and equipment		26,490		—
Impairment of equipment deposits		1,355,174		—
Impairment of property and equipment		625,967		—
Impairment of intangible assets		202,058		—
Write down finance lease ROU asset		1,351		—
Change in fair value of accrued issuable equity		17,075		228,777
Change in fair value of digital assets		13,800,041		718,826
Digital assets received as downtime credits		(784,187)		—
Mining of digital assets		(7,029,924)		—
Loss on disposal of property and equipment		—		26,490
Subtotal		25,300,043		7,056,775
Changes in operating assets and liabilities:
Accounts receivable billed		(2,529,335)		623,473
Accounts receivable		(3,100,668)		(3,190,007)
Accounts receivable unbilled		(660,672)		—
Auto-Vibe assets		(5,046,759)		—
Inventory		~~603~~(35,~~580~~689)		~~519~~603,~~047~~580
Inventory deposits		27(839,~~500~~644)		~~257~~27,~~760~~500
Prepaid expenses and other current assets		(~~510~~787,~~179~~012)		~~981~~(510,~~647~~179)
Security deposits		~~(37~~8,~~930)~~728		50(37,~~213~~930)
Accounts payable		~~(708~~1,~~275)~~112,547		~~754~~(708,~~056~~276)
Accrued expenses and other current liabilities		(2888,~~216,387)~~647		1(2,~~442~~216,~~690~~387)
Operating lease liabilities		(~~324~~558,~~870~~558)		(~~270~~324,~~571~~870)
Deferred revenue		~~(518~~74,~~253)~~499		~~528~~(518,~~021~~253)
Total Adjustments		181,954		11,728,169
Subtotal		(8,283,909)		(6,874,822)
Net Cash Used In Operating Activities		(1744,~~341~~883,~~675~~648)		(1117,~~965~~341,~~387~~676)

Cash Flows From Investing Activities:
Equipment deposits		(22,738)		(644,963)
Loan receivable		(2,127,565)		—
Purchases of property and equipment		(573,444)		(266,150)
Equity investments		(3,325,045)		—
Acquisition of intangible assets		—		(135,000)
Purchase of intangible assets		(138,180)		—
Purchases of digital assets		(21,000,010)		—
Equipment deposits		(806,000)		(22,738)
Net Cash Used In Investing Activities		(21,596,192)		(1,046,113)
Purchases of property and equipment		(2,986,503)		(573,444)

Purchases of digital assets		(79,700,002)		(21,000,010)
Cash Flows from Financing Activities:
Net Cash Used In Investing Activities		(89,083,295)		(21,596,192)
Proceeds from equity financing		—		3,910,000

Issuance costs on equity financing		—		(453,050)
Cash Flows from Financing Activities:
Proceeds from ATM equity financing		61123,~~912~~181,~~798~~925		—61,912,798
Issuance costs on ATM equity financing		(1,780,982)		—
Issuance costs on ATM equity financing (1)		(3,082,182)		(1,780,982)
Proceeds from the SEPA		9,104,949		—
Proceeds from loan payable		8,000,000		—
Proceeds from prepaid advance liability		—		2,000,000
Repayments of loan payable		(8,000,000)		—
Issuance costs on prepaid advance liability		—		(30,000)
Proceeds from exercise of stock options		10,815		23,455
Repayments of prepaid advance liability		—		(1,575,000)
Proceeds from the SEPA (2)		—		9,104,950
Proceeds from exercise of stock options		23,455		—
Proceeds from notes payable (3)		—		2,730,000
Proceeds from notes payable (1)		2,730,000		250,000
Issuance costs on notes payable		—		(166,100)
Issuance costs on notes payable		(166,100)		—
Repurchase and cancellation of common stock		—		(500,000)
Repayments of notes payable		(3,341,597)		—
Payment of employee tax withholdings from shares withheld		(448,301)		—
Repurchase and cancellation of common stock		(500,000)		(229,249)
Purchase of treasury shares		(97,522)		—
Payments for deferred financing costs		(~~406~~562,~~109~~016)		—(406,109)
Repayment of finance lease liability		(1,453)		—
Repayments of notes payable		(577,674)		(3,341,597)
Net Cash Provided By Financing Activities		67,574,961		3,872,701
Repayment of finance lease liability		(989,772)		(1,453)

Net Cash Provided By Financing Activities		117,435,273		67,574,962
Net Increase (Decrease) In Cash		28(16,~~637~~531,~~094~~670)		(928,~~138~~637,~~799)~~094
Cash - Beginning of Year		1,194,764		10,333,563
Cash - Beginning of Period		29,831,858		1,194,764
Cash - End of Year	$	29,831,858	$	1,194,764
Cash - End of Period	$	13,300,188	$	29,831,858

(1) ~~Face~~Excludes ~~value of~~ $3440,~~659,200,~~823 ~~less~~and $~~929~~250,~~200~~612 ~~original~~of ~~issue~~deferred ~~discount~~financing costs paid in prior periods for 2025 and 2024, respectively.

(2)	Excludes $57,031 of deferred financing costs paid in prior periods for 2024.

(3)	Face value of $3,659,200, less $929,200 original issue discount for 2024.

The accompanying notes are an integral part of these consolidated financial statements.

F-8

F-7

Table of Contents

KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED


	For the Years Ended
	December 31,
	~~2024~~2025		~~2023~~2024
Supplemental Disclosures of Cash Flow Information:

Cash paid during the period for:
Interest	$	62159,~~380~~943	$	~~314~~62,~~731~~380
Taxes	$	—	$	—

Non-cash investing and financing activities:
Common stock issued in satisfaction of prepaid advance liability and interest pursuant to Investor Notices	$	6,054,830	$	4,466,627
Right-of-use asset for operating lease liability	$	691,852	$	1,534,902
Right-of-use asset for operating lease liability	$	1,534,902	$	51,154
Purchase consideration payable	$	594,860		—
Original issue discount on indebtedness	$	929,200	$	—
Deferred financing costs charged to additional paid-in capital	$	440,823	$	307,643
Common stock issued in satisfaction of accrued issuable equity	$	~~386~~80,~~516~~328	$	~~206~~386,~~047~~516
Warrants issued in connection with notes payable	$	112,863	$	—
Accounts payable and accrued expenses for property and equipment purchases	$	23,995	$	45,646
Deferred financing costs charged to additional paid-in capital	$	307,642	$	1,211
Preferred shares issued for no consideration	$	27	$	73
Accounts payable and accrued expenses for property and equipment	$	45,646	$	489,211
Common shares issued for restricted stock units vested and other common stock issued for services	$	30	$	14
Notes payable for property and equipment	$	42,788	$	—
Warrants issued in connection with notes payable	$	—	$	112,863
Right-of-use asset for finance lease liability	$	7,768	$	—
Notes payable for property and equipment	$	—	$	42,788
Restricted stock awards converted to restricted stock units	$	217	$	—
Common stock issued pursuant to cashless warrant exercises	$	—	$	(18)
Common shares issued for restricted stock units vested	$	110	$	—
Restricted stock awards converted to restricted stock units	$	—	$	27
Preferred shares issued for no consideration	$	73	$	—
Original issue discount on indebtedness	$	—	$	929,200
Common stock issued pursuant to cashless warrant exercises	$	(147)	$	—
Common stock issued pursuant to Advance Notices in satisfaction of prepaid advance liability and interest	$	—	$	6,054,830
Common stock issued in satisfaction of prepaid advance liability and interest pursuant to Advance Notices	$	—	$	165,126
Right-of-use asset for finance lease liability	$	—	$	7,768
Original issue discount on prepaid advance liability	$	—	$	105,263
Deposits applied to purchases of property and equipment	$	—	$	2,827,464
Accrual of equity financing issuance costs	$	—	$	392,980

The accompanying notes are an integral part of these consolidated financial statements.

F-89

Table of Contents

KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -– ORGANIZATION, AND NATURE OF OPERATIONS~~, AND RISKS AND UNCERTANTIES~~

Organization and Operations

KULR Technology Group, Inc. was incorporated on December 11, 2015 under the laws of the State of Delaware as KT High-Tech Marketing, Inc. Effective August 30, 2018, KT High-Tech Marketing, Inc. changed its name to KULR Technology Group, Inc.

KULR Technology Group, Inc., through its wholly-owned subsidiary, KULR Technology Corporation (collectively referred to as “KULR” or the “Company”), ~~develops~~delivers ~~and commercializes high~~cutting-~~performance~~edge ~~thermal~~energy ~~management~~storage ~~technologies~~solutions for ~~electronics~~space, ~~batteries~~aerospace, defense, telecom, and other ~~components~~critical ~~across a range of applications~~infrastructure. ~~Currently,~~KULR ~~the~~leverages ~~Company~~its isin-house ~~focused~~battery ondesign ~~targeting~~expertise, ~~both~~comprehensive ~~high~~cell ~~performance aerospace~~ and ~~Department~~battery oftesting ~~Defense applications~~suite, ~~such as space exploration, satellite communications,~~ and ~~underwater~~battery ~~vehicles,~~fabrication and ~~applying~~production ~~them~~capabilities. toThe ~~mass~~Company ~~market~~offers commercial-off-the-shelf ~~applications,~~and ~~such~~custom ~~as lithium~~next-~~ion~~generation ~~battery~~ energy storage, ~~electric~~systems ~~vehicles,~~in ~~fifth~~rapid ~~generation~~timelines ~~(“5G”)~~for ~~communication,~~a ~~cloud~~fraction ~~computer~~of ~~infrastructure,~~the ~~consumer~~cost ~~and~~compared ~~industrial~~to ~~devices~~traditional programs.

~~Risks~~Reverse ~~and~~Stock ~~Uncertainties~~Split

~~The~~On ~~Company~~June ~~operates~~23, in2025, ~~a dynamic and highly competitive industry and believes that changes in any of~~ the ~~following~~Company ~~areas~~effected ~~could have~~ a ~~material~~reverse ~~adverse~~stock ~~effect~~split onwherein ~~the~~each ~~Company’s~~8 ~~future~~shares ~~financial position, results~~ of ~~operations,~~common orstock ~~cash~~outstanding ~~flows:~~immediately ~~ability~~prior to ~~obtain~~the ~~future~~effective ~~financing;~~date ~~advances~~was ~~and~~combined ~~trends in new technologies~~ and ~~industry~~converted ~~standards;~~into ~~regulatory~~one ~~approval~~share ~~and market acceptance~~ of ~~the~~common ~~Company’s~~stock ~~products; development of sales channels; certain strategic relationships; litigation or claims against~~ (the ~~Company~~“Reverse ~~based~~Stock ~~on intellectual property, patent, product, regulatory, or other factors; and the Company’s ability to attract and retain employees necessary to support its growth~~Split”).

~~The~~All ~~“Tariff~~share ~~War”, especially with China, Canada~~ and ~~Mexico,~~per ~~could~~share ~~have~~amounts anin ~~adverse~~this ~~effect~~Annual onReport the Company’s supply chain potentially causing financial difficulty for the Company’s direct or indirect customers and reduced demand of the Company’s products. A continuation of these conflicts could have ~~adverse~~been ~~changes~~adjusted into ~~international~~reflect ~~trade policies and relations. Tariffs could increase~~ the ~~cost~~effect of the ~~Company’s~~Reverse ~~products~~Stock ~~and~~Split ~~the~~as ~~components~~if ~~that go into making them. These increased costs could adversely impact~~ the ~~gross~~Reverse ~~margin~~Stock ~~that~~Split ~~the~~occurred ~~Company~~as ~~earns~~of ~~on its products. Tariffs could also make~~ the ~~Company’s~~earliest ~~products~~period ~~more expensive for customers, which could make the Company’s products less competitive and reduce consumer demand~~presented. ~~Changing the Company’s operations in accordance with new or changed trade restrictions can be expensive, time-consuming and disruptive to the Company’s operations.~~

In addition, the Company has invested in Bitcoin, which is a digital asset. Digital assets are loosely regulated and there is no central marketplace for asset exchange. Supply is determined by a computer code, not by a central bank, and prices have been extremely volatile. Certain digital asset exchanges have been closed due to fraud, failure or security breaches. Any of the Company’s digital assets that reside on an exchange that shuts down may be lost. Several factors may affect the price of digital assets, including, but not limited to: supply and demand, investors’ expectations with respect to the rate of inflation, interest rates, currency exchange rates or future regulatory measures (if any) that restrict the trading of digital assets, and the use of digital assets as a form of payment. There is no assurance that digital assets will maintain their long-term value in terms of purchasing power in the future, or that acceptance of digital asset payments by mainstream retail merchants and commercial businesses will continue to grow.

As digital assets have grown in popularity and market size, various countries and jurisdictions have begun to develop regulations governing the digital asset industry. To the extent future regulatory actions or policies limit the ability to exchange digital assets or utilize them for payments, the demand for digital assets could be reduced. Furthermore, regulatory actions may limit the ability of end-users to convert digital assets into fiat currency (e.g., U.S. dollars) or use digital assets to pay for goods and services. Such regulatory actions or policies could result in a reduction of demand, and in turn, a decline in the underlying digital asset unit prices.

The effect of any future regulatory change on digital assets in general is impossible to predict, but such change could be substantial and adverse to the Company and the value of the Company’s investments in digital assets.

Digital assets are not insured or protected under the Federal Deposit Insurance Corporation (“FDIC”) or the Securities Investor Protection Company (“SIPC”). Accordingly, with respect to its Bitcoin investment, the Company does not enjoy the same protection as other assets covered by the FDIC or SIPC.

~~F-9~~NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The consolidated financial statements of the Company include the accounts of KULR Technology Group, Inc. and its wholly-owned subsidiary, KULR Technology Corporation. All significant intercompany transactions have been eliminated in the consolidation. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission.

Use of Estimates

Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The Company’s significant estimates used in these financial statements include, but are not limited to, ~~fair~~valuation ~~value~~of ~~calculations~~intangible ~~for~~assets, ~~intangible~~digital assets, investments, property, plant and equipment, equity securities, stock-based compensation, deferred revenue, loan receivable and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates.

Concentrations of Credit Risk

Financial assets that potentially subject the Company to significant concentrations of credit risk consisted primarily of cash, accounts receivable and ~~Bitcoin~~BTC held at Coinbase. The Company’s concentrations of credit risk also include concentrations from key customers and vendors.

Cash Concentrations

A significant portion of the Company’s cash is held at one major financial institution. The Company has not experienced any losses in such accounts. Cash held in US bank institutions is currently insured by the FDIC up to $250,000 at each institution. There were uninsured balances of $2912,~~331~~800,~~858~~188 and $~~694~~29,~~763~~331,858 as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

F-10

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KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Filing Compare · KULR Technology Group, Inc.