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What changed in KULR Technology Group, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of KULR Technology Group, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+381 added−512 removedSource: 10-K (2026-03-31) vs 10-K (2025-03-31)

Top changes in KULR Technology Group, Inc.'s 2025 10-K

381 paragraphs added · 512 removed · 216 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

48 edited+37 added−183 removed12 unchanged
Biggest changeTo bolster our social media outreach activities, we have a dedicated search engine optimization (“SEO”) specialist. 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.
Biggest changeWe work closely with a public relations consultant who oversees our press releases and media relations, ensuring we maintain a positive media presence. We utilize several social media platforms, including LinkedIn, YouTube, X, Instagram, and Facebook, and leverage our strong reputation within the thermal management and lithium-ion battery safety communities to spread positive feedback through word-of-mouth.
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.
Sales, Marketing and Communications 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.
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.
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.
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.
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 treasury strategy.
Our strategy includes acquiring and holding bitcoin using cash flows that exceed 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.
Our strategy includes acquiring and/or holding bitcoin, using cash flows that exceed 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 a portion of the proceeds to purchase bitcoin.
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.
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.
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. 17 Table of Contents We seek to establish and maintain our proprietary rights in our technology and products through the use of patents, copyright, trademarks and trade secrets.
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 believe that a substantial portion of bitcoin’s appreciation is attributable to the view 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 94% of its supply already exists.
We believe that a substantial portion of bitcoin’s historical value appreciation is attributable to the view 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 95% of its supply already exists.
The Company’s goal is to provide total battery safety solutions for more efficient battery systems, increased sustainability, and end-of-life battery management, making KULR a key technology solutions provider in the migration to a global circular economy.
The Company’s goal is to provide total battery safety solutions for more efficient battery systems, increased sustainability, and battery life-cycle management, making KULR a key technology solutions provider in the migration to a global circular economy.
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.
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.
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.
Depending on the regulatory characterization of bitcoin, the markets for bitcoin in general, our business and our bitcoin treasury strategy may be subject to regulation by one or more regulators in the United States and globally.
As 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 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.
As we further execute on our strategy, we may include additional custodians. 19 Table of Contents 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.
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.
KULR works 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.
KULR 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.
For example, in January 2025, an executive order was issued that revoked the prior administration's executive order and Treasury Department's framework, and established the Presidential Working Group on Digital Asset Markets that will be tasked with developing a federal regulatory framework governing digital assets. ​
In January 2025, an executive order was issued that revoked the prior administration’s executive order and Treasury Department’s framework, and established the Presidential Working Group on Digital Asset Markets that will be tasked with developing a federal regulatory framework governing digital assets. The SEC also established a Crypto Task Force in furtherance of these objectives.
Public statements made by senior officials and senior 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 approval of the spot bitcoin ETPs support this view.
Public statements made by senior officials and senior members of the staff at the SEC indicate that the SEC 9 Table of Contents does not consider bitcoin to be a security under the federal securities laws.
This “robotics” variation of the KULR ONE platform will be KULR Core TM 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.
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.
KULR Xero Vibe Fan Key challenges for server and data centers are 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 RP, and decreased power consumption.
KULR 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 increased cooling efficiency, higher fan RPM, and decreased power consumption.
Executive Branch, Congress and a number of U.S. federal and state agencies, including the Financial Crimes Enforcement Network, the CFTC, the SEC, the Financial Industry Regulatory Authority, the Consumer Financial Protection Bureau, the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the IRS and state financial regulators, have been examining the operations of digital asset networks, digital asset users and digital asset exchanges, with particular focus on the extent to which digital assets can be used to violate state or federal laws, including to facilitate the laundering of proceeds of illegal activities or the funding of criminal or terrorist enterprises, and the safety and soundness and consumer-protective safeguards of exchanges or other service-providers that hold, transfer, trade or exchange digital assets for users.
Executive Branch, Congress and multiple federal and state agencies have been examining the operations of digital asset networks, digital asset users and digital asset exchanges, with particular focus on the extent to which digital assets can be used to violate state or federal laws, including to facilitate the laundering of proceeds of illegal activities or the funding of criminal or terrorist enterprises, and the safety and soundness and consumer-protective safeguards of exchanges or other service-providers that hold, transfer, trade or exchange digital assets for users.
Employees As of December 31, 2024, we had 52 full-time employees and 3 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 Development, Battery Cell R&D, and Machine Automation.
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 development, battery cell research and development, and machine automation.
Activities involving bitcoin and other digital assets may fall within the jurisdiction of more than one financial regulator and various courts and such laws and regulations are rapidly evolving and increasing in scope. On March 9, 2022, an executive order relating to cryptocurrencies was signed.
Activities involving bitcoin and other digital assets may fall within the jurisdiction of more than one financial regulator and various courts and such laws and regulations are rapidly evolving and increasing in scope.
We have not set any specific target for the amount of bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional bitcoin purchases.
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.
See Note 3-Digital Assets to our consolidated financial statements included in Part IV Item 15 of this annual report in Form 10-K for further information regarding our bitcoin purchases.
During the period January 1, 2026 and March 27, 2026, we did not purchase any bitcoin. See Note 3-Digital Assets to our consolidated financial statements included in Part IV Item 15 of this Annual Report in Form 10-K for further information regarding our bitcoin purchases.
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.
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.
As of March 27, 2025, we held approximately 666.63 bitcoins that were acquired at an aggregate purchase price of $65 million and an average purchase price of approximately $98,255 per bitcoin, inclusive of fees and expenses. Additionally, 2.48 bitcoins acquired by us were through mining operations that we have leased.
As of March 27, 2026, we held approximately 1,000.99 bitcoins that were acquired at an aggregate purchase price of $100.7 million and an average purchase price of approximately $100,600 per bitcoin, inclusive of fees and expenses. Additionally, 81.72 bitcoins acquired by us were through mining operations that we have leased.
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.
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.
Our Bitcoin Holdings As of December 31, 2024, we purchased a total of 217.18 bitcoins at an aggregate purchase price of approximately $21 million for an average purchase price of approximately $96,694 per bitcoin, inclusive of fees and expenses. We did not sell any bitcoin during 2024.
Our Bitcoin Holdings As of December 31, 2025, we held a total of 1,000.99 bitcoins that were acquired at an aggregate purchase price of approximately $100.7 million for an average purchase price of approximately $100,600 per bitcoin, inclusive of fees and expenses. We did not sell any bitcoin during 2025.
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.
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.
For a discussion of risks relating to the custody of our bitcoin, see Item 1A.
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.
The facility will support research and development related activities for lithium-ion battery systems.
The facility supports research and development related activities for lithium-ion battery systems and serves as our principal executive offices.
As companies and governments around the world pledge to meet net zero emissions over the next few decades, KULR is uniquely positioned to accelerate the adoption of clean energy solutions and sustainable products and facilitate the migration to a global circular economy.
Industry Overview Active government initiatives propelled by industry and regulatory tailwinds are increasing demand for energy storage, battery recycling and clean energy, resulting in an expanding total addressable market for KULR’s solutions. 6 Table of Contents As companies and governments around the world pledge to meet net zero emissions over the next few decades, KULR is uniquely positioned to accelerate the adoption of clean energy solutions and sustainable products and facilitate the migration to a global circular economy.
We believe that bitcoin’s unique attributes discussed above not only differentiate it from fiat money, but also from other cryptocurrency assets, and for that reason, we have no plans to purchase cryptocurrency assets other than bitcoin. 18 Table of Contents 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.
We believe that bitcoin’s unique attributes discussed above not only differentiate it from fiat money, but also from other cryptocurrency assets, and for that reason, we have no plans to purchase or hold cryptocurrency assets other than bitcoin.
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.
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.
Most new materials sold in the U.S or in many other countries require regulation by government authorities. In most other countries, there 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.
Most new materials sold in the U.S. or in many other countries are regulated by government authorities. Some countries also have registration requirements with which we comply to the best of our ability. Employees As of December 31, 2025, we had 47 full-time employees and 28 contractors.
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.
We are encouraged by the growing global acceptance and “institutionalization” of bitcoin reflected by the Securities and Exchange Commission’s approval of 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.
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 and custodial services to spread our risk and to limit our exposure to any single service provider or counterparty.
We may transact with multiple BTC Service Providers for 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 marketing strategies include leveraging employee and partner networks, maintaining a dynamic and resource-rich website, attending high-profile industry conferences, and performing in-depth market research to identify new opportunities and refine our approach. In line with our growth strategy, we have appointed Jeong Song as Vice President of Business Development and Josh Steinmann as Vice President of AI. Mr.
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.
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 and Communications Strategy We employ a diverse range of advertising and communication tools to reach our audience.
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.
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.
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.
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.
Lithium-ion batteries, which are already prone to overheating and cell failure, 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.
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. 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.
We believe that bitcoin is a reliable store of value and a compelling investment given its unique characteristics as a scarce and finite asset that can serve as a reasonable inflation hedge and safe haven amid global instability, currency devaluation and shifts in monetary policy.
Under this new guidance, the valuation of bitcoin is to be measured based on fair value. Hedging Strategy We 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.
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.
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 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.
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. 7 Table of Contents Our Bitcoin Treasury Strategy We have adopted bitcoin as one of our primary treasury reserve assets on an ongoing basis, subject to market conditions and our anticipated cash needs.
The previous location provided 4800 ft 2 , whereas the new facility provides 17,560 ft 2 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.
Facilities and IT-Systems KULR currently maintains one facility of operations in Webster, TX, which facility provides 31,095 ft 2 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 per bitcoin price for each such coin mined was approximately $84,225. For details of the lease, please see Section “Recent Developments – Bitcoin Strategy” on page 46. As of March 27, 2025, the market price of one bitcoin reported on the Coinbase exchange (our principal market) was $87,209. Accounting Bitcoin accounting guidance has been evolving.
The per bitcoin price for each such coin mined was approximately $103,545. For details of the lease, please see Section “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Bitcoin Strategy”. As of March 27, 2026, the market price of one bitcoin was $65,995.
Aerospace/Defense 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.
KULR’s Thermal Runaway Shield (TRS) technology is trusted by NASA to ship and store astronauts’ laptop batteries on the International Space Station. 5 Table of Contents Aerospace/Defense KULR’s thermal management solutions enable the defense and aerospace industries to safely deploy electronic technologies that support critical missions and protect national security.
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 via multiple trade executions, or liquidity providers, who may also serve as custodians of our bitcoin.
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 believe that bitcoin’s finite, 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 as of December 31, 2024.
We believe that bitcoin’s finite, digital and decentralized nature as well as its architectural resilience make it a compelling investment. We believe that the growing global acceptance and “institutionalization” of bitcoin supports our view that bitcoin is a reliable store of value.
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ITEM 1. BUSINESS Overview and Market Opportunities KULR Technology Group, Inc., through our wholly owned subsidiary KULR Technology Corporation, maintains expertise in three key technology domain areas: (1) energy storage systems and recycling, (2) thermal management solutions, and (3) rotary system vibration reduction.
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ITEM 1. BUSINESS Overview Overview KULR designs and builds advanced battery systems for autonomous platforms, digital infrastructure, e-mobility and Space – sold as a product or delivered as service subscription. The Company addresses two primary constraints in electrification: thermal management and safety.
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Historically, KULR, focused on thermal energy management solutions for space and Department of Defense (DoD) applications, with recent expansion into energy storage and vibration reduction markets as the logical next step. Combined, this energy management platform consists of high-performance thermal management technologies for batteries and electronics, AI-powered battery management and vibration mitigation software solutions, and reusable energy storage modules.
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As energy and power density increase across aerospace, autonomous machines, digital infrastructure and industrial applications, managing heat generation, current density, and propagation risk becomes essential to system reliability and survivability. KULR is establishing a fully integrated battery energy storage system design and production infrastructure in Houston, Texas.
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Our mission is to advance and apply these technologies to make our world more sustainable by using less energy; using energy more efficiently; making energy consumption safer and cooler; using less materials to achieve these goals; and completing the circular economy through recycling.
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KULR brings battery pack design, prototyping, testing, certification, and manufacturing; as well as battery management system software and electronics design capabilities together under one roof. This full-stack approach enables faster development cycles and rapid transition from prototype to cost-effective volume production. The facility is designed to build high-power and high-energy battery packs that require advanced thermal, mechanical, and safety engineering.
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Active government initiatives propelled by industry and regulatory tailwinds are increasing demand for energy storage, battery recycling and clean energy, resulting in an expanding total addressable market for KULR’s solutions. According to Precedence Research, global energy storage systems market is to grow from $210B in 2021 to $435B by 2030.
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With domestic supply chain alignment and scalable production capacity, KULR is positioning itself as a leading manufacturer of advanced battery packs for mission-critical and high-performance applications in the United States. KULR VIBE is a vibration-reduction technology designed to improve performance and reliability in high-speed and rotor-driven systems.
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Global lithium-ion battery recycling industry is to grow from $4.6B in 2021 to $22.8B by 2030, according to Market and Markets Research.
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Derived from vibration management solutions used in defense helicopters for over 20 years, it addresses excess vibration that reduces efficiency, increases mechanical wear, and shortens vehicle lifespan. KULR VIBE enables motors, rotating assemblies, and sensitive electronics to operate more smoothly and efficiently across a range of applications, including helicopters, drones, performance vehicles, wind turbines, and other electric and autonomous systems.
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Additionally, the domain driving the growth of KULR’s battery design and production capabilities is the private space exploration market sector, which requires highly custom, safe, and reliable energy storage systems, and is expected to reach $1,110.8B by 2030 according to CoherentMI.
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KULR ONE® Platform KULR ONE® is the Company’s modular, cell-agnostic battery architecture platform. It standardizes thermal management, mechanical containment, current path engineering, and propagation resistance across multiple end markets while allowing configuration-specific customization. Through the KULR ONE® platform, KULR delivers custom, domain-specific battery systems across space, defense, aviation, grid, and subsea applications.
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The Company’s disruptive technologies strive to fulfill an addressable $40 billion thermal management market (estimated based on market data projections published by Precedence Research stating that the thermal management market size was projected to grow to $40 billion by 2034).
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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.
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E-aviation growth and continued reliance on traditional aviation vehicles drives an aircraft maintenance market size that is expected to reach $127.2B by 2032, an increase from $82.7B in 2023, according to Precedence Research. KULR VIBE, the Company’s rotary system vibration reduction software, positions KULR to access this market area.
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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.
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KULR Engineering Technology Domains The core engineering domains maintained within the organization to support the aforementioned market opportunities are (1) battery design and analysis, (2) cell and battery testing, (3) battery production, (4) battery storage & transportation, (5) advanced thermal solutions, and (6) rotary system vibration reduction. The expertise developed within these domains drive the product and service portfolio roadmaps.
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The KULR ONE® ecosystem consists of domain-specific battery platforms and design solutions: ● KULR ONE® Space (K1S) – Flight-ready battery systems designed to meet the extreme demands of spacecraft, satellites and deep space missions.
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Diversification of offerings through these roadmaps is a part of the company’s strategy for revenue growth. 3 Table of Contents Items 1 through 4 reflect the primary technical domains of the KULR engineering team, 5 reflects the legacy technology from which KULR built many of its platforms, and 6 represents energy savings through vibration reduction.
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Architectures are modular, configurable to meet mission-specific electrical, thermal, and mechanical requirements, including passive propagation resistance, 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.
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KULR ONE and KULR ONE Design Solutions (K1-DS) 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.
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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.
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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.
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Guardian batteries typically integrate KULR’s passive propagation-resistant cell architecture, flame arresting thermal materials, and MIL-compliant electrical/mechanical design and are fully customizable, enabling rapid adaptation to any Department of War (“DoW”) application. ​ 4 Table of Contents ● KULR ONE® Air (K1A) – Purpose-built aviation battery systems engineered for both unmanned and manned platforms, including UAS, tactical drones, and eVTOL aircraft.
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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. 4 Table of Contents Currently, the primary aspects of K1-DS utilized by industry are product sales of trigger cells and TRS, the safety testing methodologies, and the utilization of the K1-DS platform as a whole to develop customized energy storage solutions.
Added
K1A architectures focus on low-resistance current paths, controlled interconnect temperatures, and propagation risk mitigation, enabling sustained high-discharge performance while supporting appropriate safety and certification pathways based on platform class.
Removed
Internally, KULR has leveraged K1-DS to develop customization ready KULR ONE architectures which 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-edge features, including unparalleled safety, exceptional performance, intelligent functionality, reliability, and customizability.
Added
Variations of K1A are being developed for eVTOL aircraft, designed to maintain KULR’s emphasis on precise current path engineering, lightweight structural elements, and compatibility with aerospace-grade certification pathways without sacrificing safety or thermal stability. ● KULR ONE® Max (K1M) – High-capacity battery systems for grid storage, UPS systems, data center backup, and large-scale power infrastructure.
Removed
The KULR ONE battery packs have been engineered to meet the exacting demands of the world’s most demanding applications. As of now, the Company is focused on the KULR ONE Space for space exploration, the KULR ONE Guardian for military applications, and the KULR ONE Air for e-Aviation applications.
Added
K1M applies containment and propagation control strategies at module, rack, and system scale and is engineered to deliver space-level safety and reliability to mission-critical and grid-level applications and meet global safety standards. ● 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. ● 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 estimation, and standard safety provisions. ● KULR ONE® 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.
Removed
These architectures collectively offer a comprehensive solution that addresses the critical need for safe and reliable energy storage in a wide range of industries, from aerospace and defense to electric vehicles and consumer electronics. One of the key features of the KULR ONE family of battery packs is the modularity and consistency of the architectures.
Added
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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn 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. 28 Table of Contents 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.
Biggest changeIn 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.
Moreover, in transitioning to new technologies and products, we may not achieve design wins, our customers may delay transition 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.
Moreover, in transitioning to new technologies and products, we may not achieve design wins, our customers may delay 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.
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”).
On December 20, 2023, we received a 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”).
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.
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.
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.
In addition, 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.
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 limited experience in higher volume manufacturing that will be required to support profitable operations, and the risks and costs associated with scaling to larger production quantities may be substantial. We have limited experience manufacturing our products.
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 blockchain ecosystem or in the use of the bitcoin network to conduct financial transactions, which could negatively impact us.
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 BTC blockchain ecosystem or in the use of the BTC network to conduct financial transactions, which could negatively impact us.
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.
Historically, the BTC 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.
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 specifically.
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 BTC specifically.
The pace of worldwide growth in the adoption and use of bitcoin may depend, for instance, on public familiarity with digital assets, ease of buying, accessing or gaining exposure to bitcoin, institutional demand for bitcoin as an investment asset, the participation of traditional financial institutions in the digital assets industry, consumer demand for bitcoin as a means of payment, and the availability and popularity of alternatives to bitcoin.
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.
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.
If 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.
Even if growth in bitcoin adoption occurs in the near or medium-term, there is no assurance that bitcoin usage will continue to grow over the long-term. Because bitcoin has no physical existence beyond the record of transactions on the bitcoin blockchain, a variety of technical factors related to the bitcoin blockchain could also impact the price of bitcoin.
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.
Recent actions by U.S. banking regulators have reduced the ability of bitcoin-related services providers to gain access to banking services and liquidity of bitcoin may also be impacted to the extent that changes in applicable laws and regulatory requirements negatively impact the ability of exchanges and trading venues to provide services for bitcoin and other digital assets.
Recent actions by U.S. banking regulators have reduced the ability of BTC-related services providers to gain access to banking services and liquidity of BTC may also be impacted to the extent that changes in applicable laws and regulatory requirements negatively impact the ability of exchanges and trading venues to provide services for BTC and other digital assets.
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.
If we are unable to sell our BTC, enter into additional capital raising transactions using BTC as collateral, or otherwise generate funds using our BTC holdings, or if we are forced to sell our BTC at a significant loss, in order to meet our working capital requirements, our business and financial condition could be negatively impacted.
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.
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 BTC or the ability of individuals or institutions such as us to own or transfer BTC.
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.
Additionally, we may be unable to enter into term loans or other capital raising transactions collateralized by our unencumbered BTC or otherwise generate funds using our BTC holdings, including in particular during times of market instability or when the price of BTC has declined significantly.
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 readily available industrial commodities.
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 are typically readily available industrial commodities.
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 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 BTC.
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.
Further, BTC 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.
The existence of, and voting rights associated with, our Series A Voting Preferred Stock, either alone or in conjunction with certain of the other provisions of our articles of incorporation, could also have the effect of delaying, deterring or preventing a change in our control or make the removal of our management more difficult.
The existence of, and voting rights associated with, our Series A Voting Preferred Stock, either alone or in conjunction with 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 or make the removal of our management more difficult.
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.
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 17 Table of Contents 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.
For example, malicious attacks by miners, inadequate mining fees to incentivize validating of bitcoin transactions, hard “forks” of the bitcoin blockchain into multiple blockchains, and advances in digital computing, algebraic geometry, and quantum computing could undercut the integrity of the bitcoin blockchain and negatively affect the price of bitcoin.
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 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.
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 24 Table of Contents parties, and to provide defenses against potential hostile third-party actions.
The Company has adopted ASU 2023-08, which requires us to measure our bitcoin 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 in net income each reporting period.
The Company has adopted ASU 2023-08, which requires us to measure our 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 BTC in net income each reporting period.
Volatility in the price of bitcoin 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.
Volatility in the price of 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.
If we were to own all or a portion of our bitcoin in a different manner, the accounting treatment for our bitcoin, our ability to use our bitcoin as collateral for additional borrowings, and the regulatory requirements to which we are subject, may correspondingly change.
If we were to own all or a portion of our BTC in a different manner, the accounting treatment for our BTC, our ability to use our BTC as collateral for additional borrowings, and the regulatory requirements to which we are subject, may correspondingly change.
Similarly, the open-source nature of the bitcoin blockchain means the contributors and developers of the bitcoin blockchain are generally not directly compensated for their contributions in maintaining and developing the blockchain, and any failure to properly monitor and upgrade the bitcoin blockchain could adversely affect the bitcoin blockchain and negatively affect the price of bitcoin.
Similarly, the open-source nature of the BTC blockchain means the contributors and developers of the BTC blockchain are generally not directly compensated for their contributions in maintaining and developing the blockchain, and any failure to properly monitor and upgrade the BTC blockchain could adversely affect the BTC blockchain and negatively affect the price of BTC.
Even if we pursue any such strategies, we may be unable to create income streams or otherwise generate cash from our bitcoin holdings, and any such strategies may subject us to additional risks. We purchase bitcoin using primarily proceeds from equity financings.
Even if we pursue any such strategies, we may be unable to create income streams or otherwise generate cash from our BTC holdings, and any such strategies may subject us to additional risks. We purchase BTC using primarily proceeds from equity financings.
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.
During times of market instability, we may not be able to sell our BTC at favorable prices or at all. For example, a number of BTC trading venues temporarily halted deposits and withdrawals in 2022.
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.
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.
Attacks upon systems across a variety of industries, including industries related to bitcoin, 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.
Attacks upon systems across a variety of industries, including industries related to 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.
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.
Regulatory change reclassifying BTC 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 BTC and the market price of our common stock.
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 Exchange determined to be a 30-trading day average of less than $0.20 per share.
On February 12, 2024, we received a letter from the staff of NYSE American 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 NYSE American determined to be a 30-trading day average of less than $0.20 per share.
Our management team will need 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.
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.
In addition, certain types of attacks could harm us 35 Table of Contents 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.
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.
Any future breach of our operations or those of others in the bitcoin industry, including third-party services on which we rely, could materially and adversely affect our financial condition and results of operations.
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.
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 24 Table of Contents has been generated in our own laboratories or in laboratory environments at our customers or third-parties.
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.
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.
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.
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 26 Table of Contents or changes in governmental enforcement policies, civil disruption, riots, terrorist attacks, war, and other events.
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.
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.
Our intended BTC 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.
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.
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.
Even if we successfully develop and market our products, we may not generate sufficient or sustainable revenue to achieve or sustain profitability, which could cause us to cease operations. KULR primarily sells engineered materials or products made with these materials to other companies for incorporation into their products.
Even if we successfully develop and market our products, we may not generate sufficient or sustainable revenue to achieve or sustain profitability, which could cause us to cease operations. We primarily sell engineered materials or products made with these materials to other companies for incorporation into their products.
These issuances would dilute the percentage ownership interest, which would have the effect of reducing your influence on matters on which our shareholders vote and might dilute the book value 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 stockholders vote and might dilute the book value of our common stock.
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.
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 you may not agree or that may not be in the best interests of our other stockholders.
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.
Any security compromise affecting us, our partners or our industry, whether real or perceived, could harm our reputation, erode confidence in the 15 Table of Contents effectiveness of our security measures and lead to regulatory scrutiny, which could materially adversely affect our business, results of operations and financial condition.
Our articles of incorporation or the Certificate of Designation of Preferences, Rights and Limitations of the Non-convertible Series A Voting Preferred Stock do not provide for any sunset provisions that limit the lifespan of our Series A Voting Preferred Stock, including in the case of the death of a Series A Voting Preferred Stock shareholder or intra-family transfers of shares of Series A Voting Preferred Stock.
Our certificate of incorporation or the Certificate of Designation of Preferences, Rights and Limitations of the Non-convertible Series A Voting Preferred Stock do not provide for any sunset provisions that limit the lifespan of our Series A Voting Preferred Stock, including in the case of the death of a Series A Voting Preferred Stock stockholder or intra-family transfers of shares of Series A Voting Preferred Stock.
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.
Adequate remedies may not be available 13 Table of Contents 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.
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.
As a result, our BTC holdings may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.
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 war, 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.
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 conflicts 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.
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.
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; 19 Table of Contents ● 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.
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.
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.
Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty. Bitcoin and other digital assets are relatively novel and are subject to significant uncertainty, which could adversely impact their price.
BTC and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty. BTC and other digital assets are relatively novel and are subject to significant uncertainty, which could adversely impact their price.
The consequences of increased regulation of digital assets and digital asset activities could adversely affect the market price of bitcoin and in turn adversely affect the market price of our common stock.
The consequences of increased regulation of digital assets and digital asset activities could adversely affect the market price of BTC and in turn adversely affect the market price of our common stock.
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.
A decline in the demand for our products or a shift to 14 Table of Contents 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.
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.
In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to 16 Table of Contents be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors.
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 the Israel-Hamas war, could make it more difficult for us to access financing and could adversely affect our business and operations.
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 Middle East, could make it more difficult for us to access financing and could adversely affect our business and operations.
Bitcoin does not pay interest or other returns and we can only generate cash from our bitcoin holdings if we sell our bitcoin or implement strategies to create income streams or otherwise generate cash by using our bitcoin holdings.
BTC does not pay interest or dividends. BTC does not pay interest or other returns, and we can only generate cash from our BTC holdings if we sell our BTC or implement strategies to create income streams or otherwise generate cash by using our BTC holdings.
ASU 2023-08 also requires us to provide certain interim and annual disclosures with respect to our bitcoin holdings.
ASU 2023-08 also requires us to provide certain interim and annual disclosures with respect to our BTC holdings.
Our articles of incorporation allow for our board to create a new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our Common Stock. Our Board of Directors has the authority to fix and determine the relative rights and preferences of preferred stock.
Our certificate of incorporation allows for our board to create a new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our common stock. Our Board of Directors has the authority to fix and determine the relative rights and preferences of preferred stock.
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.
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.
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 .
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. Our directors and officers may be exposed to liability.
Our Board of Directors have the authority to issue up to 20,000,000 shares of our preferred stock, terms of which may be determined by the Board without further stockholder approval.
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.
Our Board of Directors has the authority, without action or vote of our shareholders, to issue 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.
Our Board of Directors has the authority, without action or vote of our stockholders, to 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.
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.
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 22 Table of Contents the future.
The liquidity of bitcoin may also be reduced and damage to the public perception of bitcoin may occur, if financial institutions were to deny or limit banking services to businesses that hold bitcoin, provide bitcoin-related services or accept bitcoin as payment, which could also decrease the price of bitcoin.
The liquidity of BTC may also be reduced and damage to the public perception of BTC may occur, if financial institutions 18 Table of Contents were to deny or limit banking services to businesses that hold BTC, provide BTC-related services or accept BTC as payment, which could also decrease the price of BTC.
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 influence elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction.
Therefore, even after any further dilution from future equity issuances, he will have the ability to substantially influence us through this ownership position. For example, he may be able to significantly influence elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction.
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 our Company. Our ability to become profitable depends primarily on our ability to successfully commercialize our products in the future.
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 10 Table of Contents successfully commercialize our products in the future.
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 is highly concentrated by insiders. Our officers, directors and affiliates currently beneficially own approximately 32.21% of the voting power of our voting stock.
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 stockholders is highly concentrated by insiders. Our officers, directors and affiliates currently beneficially own approximately 70.45% of the voting power of our voting stock.
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.
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.
In order to maintain our listing, we must maintain certain share prices, financial and share distribution targets, including maintaining a minimum amount of shareholders’ equity and a minimum number of public shareholders.
In order to maintain our listing, we must maintain certain share prices, financial and share distribution targets, including maintaining a minimum amount of stockholders’ equity and a minimum number of public stockholders.
Our Chairman and CEO owns our Series A Voting Preferred Stock and will be able to exert significant control over matters subject to shareholder approval. Michael Mo, our Chairman and CEO, currently beneficially owns common stock and Series A Voting Preferred Stock that provide him with 31.78% of the voting power of our voting stock.
Our Chairman and CEO owns our Series A Voting Preferred Stock and will be able to exert significant control over matters subject to stockholder approval. Michael Mo, our Chairman and CEO, currently beneficially owns common stock and Series A Voting Preferred Stock that provide him with 70.28% of the voting power of our voting stock.
The holders of Series A Voting Preferred Stock shall not be entitled to receive dividends of any kind or be entitled to any liquidation preference. The Series A Voting Preferred Stock shall not be subject to conversion into common stock or other equity authorized to be issued by the Company.
The holders of Series A Voting Preferred Stock are not entitled to receive dividends of any kind or to any liquidation preference. The Series A Voting Preferred Stock is not convertible into common stock or any other equity authorized to be issued by the Company.
Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 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.
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.
The Company’s continued listing is predicated on it demonstrating sustained price improvement within a reasonable period of time, which the Exchange has determined to be no later than August 12, 2024, or otherwise effecting a reverse stock split of its common stock.
The Company’s continued listing was predicated on it demonstrating sustained price improvement within a reasonable period of time, which NYSE American had determined to be no later than August 12, 2024, or otherwise effecting a reverse stock split of the Company’s common stock.
So long as he continues to own a significant amount of our equity, he will continue to be able to strongly influence or effectively control our decisions.
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 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. Our bitcoin acquisition strategy has not been tested.
Our ability to execute on the acquisition portion of our BTC 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 BTC strategy.
The Company remains subject to the NYSE American’s continued listing standards. 36 Table of Contents 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 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).
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 a market that is expected to have significant competition in the future.
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 highly competitive markets.
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.
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.
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.
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeRisk Factors, including 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. ​ 40 Table of Contents
Biggest changeRisk Factors, including the risk 25 Table of Contents 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.
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 3 rd party managed solutions providers.
In addition, KULR has made additional investment into cybersecurity by hiring an on-premises Information Technology Manager who will dedicate time weekly to supporting the development of KULR cyber related policies and working on enforcement with 3 rd party managed solutions providers.
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.
KULR’s Chief Technology Officer, 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.
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.
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 environment and customer-facing products.
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.
KULR is actively engaged with third-party specialists to update policies and institute controls that would ensure Cybersecurity Maturity Model Certification level 2 compliance. Identifying and assessing cybersecurity risk is integrated into our overall risk management systems and processes.
Added
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 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeStock Transfer Agent Our stock transfer agent of our Common Stock is VStock Transfer LLC, located at 18 Lafayette Pl, Woodmere, NY 11598. Common Shareholders On March 27, 2025, we had approximately 106 record and street shareholders. Dividends The Company has not paid any dividends to date.
Biggest changeStock Transfer Agent Our stock transfer agent of our Common Stock is VStock Transfer LLC, located at 18 Lafayette Pl, Woodmere, NY 11598. Common Stockholders On March 27, 2026, we had approximately 102 stockholders of record. Dividends The Company has not paid any dividends to date.
Recent Sales of Unregistered Securities There were no sales of unregistered securities during the fiscal year ended December 31, 2024 other than those transactions previously reported to the SEC on our quarterly reports on Form 10-Q and current reports on Form 8-K.
Recent Sales of Unregistered Securities There were no sales of unregistered securities during the fiscal year ended December 31, 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. ​
Issuer Purchases of Equity Securities The Company did not repurchase any of its equity securities during the fourth quarter ended December 31, 2025. ​

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeConsolidated Results of Operations Year Ended December 31, 2024 Compared With Year Ended December 31, 2023 Revenue Our revenues consisted of the following types: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended ​ ​ December 31, ​ ​ 2024 2023 Product sales ​ $ 3,644,240 ​ $ 6,903,988 Contract services ​ 4,406,023 ​ 2,926,178 IP licensing ​ ​ 2,687,218 ​ ​ — Total Revenue ​ $ 10,737,481 ​ $ 9,830,166 ​ For the years ended December 31, 2024 and 2023, we generated $10,737,481 and $9,830,166 of revenue from 71 and 53 customers, respectively, representing an increase of $907,315, or 9%.
Biggest changeConsolidated Results of Operations Year Ended December 31, 2025 Compared With Year Ended December 31, 2024 Revenue Our revenues consisted of the following types: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended ​ ​ ​ ​ ​ ​ December 31, ​ Variances ​ ​ 2025 ​ ​ ​ 2024 ​ $ ​ ​ ​ % Product sales ​ $ 5,052,771 ​ $ 3,644,240 ​ $ 1,408,531 ​ 39 % Contract services ​ 2,201,333 ​ 4,406,023 ​ (2,204,690) ​ (50) % IP license ​ ​ — ​ ​ 2,687,218 ​ ​ (2,687,218) ​ (100) % 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, 2025 and 2024, we generated $16.2 million and $10.7 million of revenue from 60 and 71 customers, respectively.
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 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.
Our Bitcoin Acquisition Strategy In December 2024, we adopted bitcoin as our primary treasury reserve asset on an ongoing basis, subject to market conditions and our anticipated cash needs.
Our Bitcoin Acquisition Strategy In December 2024, we adopted BTC as our primary treasury reserve asset on an ongoing basis, subject to market conditions and our anticipated cash needs.
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.
This overall strategy also contemplates that we may periodically sell 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 BTC holdings, and consider pursuing strategies to create income streams or otherwise generate funds using our BTC holdings.
(“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 and 2023 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.
(“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, 2025 and 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.
Our strategy includes acquiring and holding bitcoin 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.
Our strategy includes acquiring and holding 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 BTC.
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 “License”).
License 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.
We have not set any specific target for the amount of bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional bitcoin purchases.
We have not set any specific target for the amount of BTC we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional BTC purchases.
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.
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.
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.
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.
Our cash used in operations for the year ended December 31, 2024 was primarily attributable to our net loss of $17,523,629, adjusted for non-cash expenses in the aggregate amount of $7,087,296, as well as $6,905,342 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, 2024 was primarily attributable to our net loss of $17.5 million, adjusted for non-cash expenses in the aggregate amount of $7.1 million, as well as $6.9 million of net cash used to fund changes in the levels of operating assets and liabilities.
We have a history of recurring net losses, recurring use of cash in operations and declining working capital. During the year ended December 31, 2024, the Company received gross proceeds of $61,912,798 pursuant to the ATM.
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 35 Table of Contents ATM.
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 compensation, accounting and tax, consulting fees, travel and entertainment, rent expense, office expenses, and legal and professional fees.
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.
Minimum royalty fees consist of guaranteed amounts due to the Company for contracts with customers for the rights to use its patented KULR VIBE technology. These contracts were executed during the year ended December 31, 2024. There was no license revenue recognized prior to this period.
License revenue consists of contracts with customers for the rights to use our patented KULR VIBE technology and CF Cathode Design technology. License revenue consists of certain guaranteed minimum royalty amounts. These contracts were executed during the year ended December 31, 2024. There was no license revenue recognized during the year ended December 31, 2025.
Accordingly, the business activity cycle between expression of initial customer interest to shipping, acceptance and billing can be lengthy, unpredictable, and lumpy, which can influence the timing, consistency and reporting of sales growth.
Our solutions are new and do not necessarily fit into pre-existing patterns of purchase commitments. Accordingly, the business activity cycle between expression of initial customer interest to shipping, acceptance and billing can be lengthy, unpredictable, and lumpy, which can influence the timing, consistency and reporting of sales growth.
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. Product mix plays an important part in our reported average margins for any 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.
For example, we began issuing shares under our “at-the-market” offering program in the second half of 2024, and used proceeds from this capital markets transaction to acquire bitcoin. We view our bitcoin holdings as long term holdings and expect to continue to accumulate bitcoin.
For example, we began issuing shares under our ATM offering program in the second half of 2024, and used proceeds from these capital markets transactions to acquire BTC. We view our BTC holdings as long term holdings and will continue to assess the merits of accumulating additional BTC.
The $2.35M agreement 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 deal includes a $1.1 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 Japanese corporation specializing in systems integration and the distribution of advanced semiconductor solutions.
Our cash used in operations for the year ended December 31, 2023 was primarily attributable to our net loss of $23,693,556, adjusted for non-cash expenses in the aggregate amount of $6,841,833, as well as $4,886,336 of net cash generated by changes in the levels of operating assets and liabilities.
Our cash used in operations for the year ended December 31, 2025 was primarily attributable to our net loss of $61.9 million, adjusted for non-cash expenses in the aggregate amount of $25.3 million, as well as $8.3 million of net cash used to fund changes in the levels of operating assets and liabilities.
Financing activities during the year ended December 31, 2024 was primarily due to net proceeds from ATM equity financing totaling $60,131,816, proceeds from SEPA Advance Notices totaling $9,104,949, net proceeds from notes payable totaling $2,563,900, and proceeds from the 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 for deferred financing costs of $406,109.
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.
For the years ended December 31, 2024 and 2023, cash used in investing activities was $21,596,192 and $1,046,113, respectively. Cash used in investing activities during the year ended December 31, 2024 was related to investments in digital assets of $21,000,010, purchases of property and equipment of $573,444 and deposits paid for purchases of property and equipment of $22,738.
Cash used in investing activities during the year ended December 31, 2024 was related to investments in digital assets of $21.0 million, purchases of property and equipment of $0.6 million and deposits paid for purchases of property and equipment of $0.02 million.
There are items within our financial statements that require estimation but are not deemed critical, as defined above. 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. ​ ​ 47 Table of Contents
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. ​
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.
The Company’s mining activities are conducted pursuant to fixed-term machine lease agreements. 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.
For the years ended December 31, 2024 and 2023, cash used in operating activities was $17,341,675 and $11,965,387, respectively.
For the years ended December 31, 2025 and 2024, cash used in operating activities was $45.0 million and $17.3 million, respectively.
As of December 31, 2024, future cash requirements for our current liabilities include $3,199,961 for accounts payable and accrued expenses, $599,425 for secured promissory notes and $495,931 for future payments under operating and finance leases. Future cash requirements for long-term liabilities include $822,602 for future payments under operating and finance leases.
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.
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”).
See the section “Our Bitcoin Acquisition Strategy” below for further information regarding our BTC purchases, including the source of capital used to purchase BTC. 28 Table of Contents 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”).
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 and development expenses are charged to operations as incurred.
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.
Recent Developments Annual Revenues The Company reported record annual revenues of $10.7 million for 2024, as compared to its previous revenues of $9.8 million for 2023. Bitcoin Strategy On December 4, 2024, the Board approved, and the Company publicly announced its decision to include Bitcoin (“BTC”) as a primary asset in its treasury program.
Bitcoin Treasury Strategy On December 4, 2024, the Board approved, and the Company publicly announced its decision to include BTC as a primary asset in its treasury program.
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.
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.
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, 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.
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.
Liquidity and Capital Resources As of December 31, 2024 and 2023, we had cash balances of $29,831,858 and $1,194,764, respectively, and working capital (deficit) of $29,498,421 and $(2,994,753), respectively. As of December 31, 2024 and 2023, we had Bitcoin holdings of $20,281,184 and $0, respectively.
Liquidity and Capital Resources As of December 31, 2025 and 2024, we had cash balances of $13.3 million and $29.8 million, respectively, and working capital of $19.3 million and $29.5 million, respectively. As of December 31, 2025 and 2024, we had BTC holdings of $94.0 million and $20.3 million, respectively.
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.
During the year ended December 31, 2025, the Company issued a total of 12,679,311 shares of common stock pursuant to the ATM agreements for aggregate gross proceeds of $123.2 million. During the year ended December 31, 2024, the Company issued a total of 9,347,652 shares of common stock pursuant to the First ATM for aggregate gross proceeds of $61.9 million.
Our primary source of liquidity has historically been cash generated from equity and debt offerings.
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.
This work includes unique engineering design and testing projects customized for specific customers. Revenue from IP licensing during the year ended December 31, 2024, was $2,687,218. License revenue consists of contracts with customers for the rights to use our patented KULR VIBE technology and CF Cathode Design technology. This includes revenue from minimum royalty fees of $600,000.
The decrease in revenue is 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 testing projects customized for specific customers. Revenue from IP licensing during the year ended December 31, 2024, was $2.6 million.
As of March 27, 2025, our cash and Bitcoin balances were approximately $25 million and $58 million, respectively.
As of December 2025, the Company decided to pause its ATM transactions through June 30, 2026. As of March 27, 2026, our cash and BTC balances were approximately $8.4 million and $71.5 million, respectively.
Cash used in investing activities during the year ended December 31, 2023 was related to deposits paid for purchases of property and equipment of $644,963, purchases of property and equipment of $266,150, and an acquisition of intangible assets of $135,000. 46 Table of Contents For the years ended December 31, 2024 and 2023, cash provided by financing activities was $67,574,961 and $3,872,701, respectively.
Cash used in investing activities during the year ended December 31, 2025 was related to investments in digital assets of $79.7 million, investment in preferred stock of $3.3 million, purchases of property and equipment of $3.0 million, issuance of convertible loan receivable of $2.1 million, deposits paid for purchases of property and equipment of $0.8 million, and purchase of intangible asset for $0.1 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 for an aggregate $44,499,352.
During the year ended December 31, 2025, the Company purchased 783.81 BTC via trade orders on Coinbase (the “Custodian”), at an average cost of $101,683 per BTC, inclusive of fees and expenses, for an aggregate cost of $79.7 million. Bitcoin accounting guidance has been evolving.
The following table presents a summary of our bitcoin holdings, including additional information related to our bitcoin purchases and change in fair value within the period. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 (1) The source of capital used to purchase Bitcoin was primarily proceeds from ATM offerings.
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. 34 Table of Contents 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.
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Overview KULR Technology Group, Inc., through our wholly-owned subsidiary KULR Technology Corporation, develops and commercializes high-performance thermal management technologies for batteries, electronics, and other components across an array of battery-powered applications. For aerospace and Department of Defense (“DOD”) applications, our solutions target high performance applications in direct energy, hypersonic vehicles and satellite communications.
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Overview KULR designs and builds advanced battery systems for autonomous platforms, digital infrastructure, e-mobility and Space – sold as a product or delivered as service subscription. The Company addresses two primary constraints in electrification: thermal management and safety.
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For commercial applications, our main focus is a total solution to battery safety and sustainability by which we aim to mitigate the effects of thermal runaway propagation which has been 42 Table of Contents known to cause random fires in lithium-ion (“Li-ion”) batteries.
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As energy and power density increase across aerospace, autonomous machines, digital infrastructure and industrial applications, managing heat generation, current density, and propagation risk becomes essential to system reliability and survivability. 27 Table of Contents KULR is establishing a fully integrated battery energy storage system design and production infrastructure in Houston, Texas.
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This total battery safety solution can be used for electric vehicles, energy storage, battery recycling transportation, cloud computing and 5G communication devices. Our proprietary core technology is a carbon fiber material that provides what we believe to be superior thermal conductivity and heat dissipation for an ultra-lightweight and pliable material.
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KULR brings battery pack design, prototyping, testing, certification, and manufacturing; as well as battery management system software and electronics design capabilities together under one roof. This full-stack approach enables faster development cycles and rapid transition from prototype to cost-effective volume production. The facility is designed to build high-power and high-energy battery packs that require advanced thermal, mechanical, and safety engineering.
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By leveraging our proprietary cooling solutions that have been developed through longstanding partnerships with advanced technology users like NASA, the Jet Propulsion Lab and others, our products and services make commercial battery powered products safer and electronics systems cooler and lighter.
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With domestic supply chain alignment and scalable production capacity, KULR is positioning itself as a leading manufacturer of advanced battery packs for mission-critical and high-performance applications in the United States. KULR VIBE is a vibration-reduction technology designed to improve performance and reliability in high-speed and rotor-driven systems.
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KULR’s business model continues to evolve from being a component supplier, to providing more design and testing services to our customers. The next step of evolution is to provide total system solutions to address market needs.
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Derived from vibration management solutions used in defense helicopters for over 20 years, it addresses excess vibration that reduces efficiency, increases mechanical wear, and shortens vehicle lifespan. KULR VIBE enables motors, rotating assemblies, and sensitive electronics to operate more smoothly and efficiently across a range of applications, including helicopters, drones, performance vehicles, wind turbines, and other electric and autonomous systems.
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In order to scale up as a systems provider more quickly and efficiently in (i) the Li-ion battery energy storage and recycling markets, (ii) battery cell design and safety testing, and (iii) advanced thermal management systems, such as hypersonic vehicles, KULR will actively seek partners for joint venture, technology licensing and other strategic partnership models.
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Recent Developments Annual Revenues The Company reported record annual revenues of $16.2 million for 2025, as compared to its previous revenues of $10.7 million for 2024.
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The goal is to leverage the Company’s thermal design technology expertise to create market leading products, which KULR will take to market directly to capture more value for KULR shareholders.
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Investments, Impairment and Credit Losses During the year ended December 31, 2025, the Company made two investments in a private German entity (the “Investee”), including Series A7 Preferred Shares and a convertible loan receivable of $3.3 million and $2.1 million, respectively. In addition, the Company had accounts receivable of $0.8 million due from Investee, who was also a customer.
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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.
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On November 13, 2025, the Investee filed an application with a German insolvency court to open insolvency proceedings. As a result, as of December 31, 2025, the Company has fully impaired or recognized credit losses associated with the Company’s investments and accounts receivable associated with the Investee.
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On December 22, 2024, the Company completed its initial acquisition of BTC through Coinbase (the primary broker) and a total of 217.18 bitcoin was purchased at a weighted average price of approximately $96,696 per bitcoin, or an aggregate cost of $21 million.
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During the fourth quarter of 2025, the Company determined that it would not pursue additional sales of exoskeleton products and, accordingly, recorded an inventory reserve of $0.5 million, bringing the net carrying value of its on-hand exoskeleton inventory down to zero.
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The licensee, a leading Japanese corporation, specializing in systems integration and the 43 Table of Contents 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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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Revenue from product sales during the year ended December 31, 2024 decreased by $3,259,748 or 47% compared to the year ended December 31, 2023. We had 53 product sales customers in 2024, compared with 39 in 2023. The decline in product revenue can be attributed to several expected 2024 orders, which management now expects to receive in a later period.
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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.
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We can provide no assurance as to when we will receive the expected orders. Product sales during these periods include sales of our component product, carbon fiber 44 Table of Contents velvet (“CFV”) thermal management solution, internal short circuit (“ISC”) battery cells and devices, patented TRS technology, and thermal fiber thermal interface (“FTI”) materials.
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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.
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Revenue from contract services during the year ended December 31, 2024 increased by $1,479,845 or 51% compared to the year ended December 31, 2023. The increase in revenue for the year ended December 31, 2024 is primarily due to growth in customers to 34 in 2024 from 17 in 2023.
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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.

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