KULR Technology Group - 10-K annual report 2025

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended: December 31, 2025

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

For the transition period from [            ] to [            ]

Commission file number 001-40454

KULR TECHNOLOGY GROUP, INC.

(Name of small business issuer in its charter)

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

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

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

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

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

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

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

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

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

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

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

As of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of common stock held by non-affiliates of the registrant was $260,648,095 based on the closing price of $7.13 as of that date.

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

Documents incorporated by reference: None.

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KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025

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EXPLANATORY NOTE

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

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

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

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

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PART I

ITEM 1. BUSINESS

Overview

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. 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. 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. 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. 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.

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

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

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KULR VIBE Solution

Overview

KULR VIBE, our vibration mitigation technology, uses proprietary algorithms to identify and reduce the vibration signatures of rotary and spinning components found in, for example, helicopters, drones, performance vehicles, wind turbines, and other electric and autonomous systems. This transformative and scalable technology has applications across transportation; renewable energy, such as wind farms; industrial manufacturing; performance racing; and autonomous aerial applications, such as drones.

KULR VIBE addresses one of the most challenging issues of energy loss: excessive vibrations that are destructive to the machinery and its performance. It uses existing track and balance hardware to facilitate its vibration reduction technologies, achieving increased energy productivity and reduced mechanical failures, thereby extending platform life.

KULR Xero Vibe Fan

Key challenges for server and data centers are the cooling of components, power consumption, and acoustics. 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. 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.

Battery Recycling and Management

KULR’s SafeCASE technology provides a safe and cost-effective solution to commercially store and transport lithium batteries, which is increasing in frequency as supply chain challenges necessitate battery recycling and end-of-lifecycle management. Whether shipping a single battery, a battery-powered device or a load shipment of batteries, KULR’s technology mitigates the impacts of cell-to-cell thermal runaway propagation and ensures a safe journey. KULR’s Thermal Runaway Shield (TRS) technology is trusted by NASA to ship and store astronauts’ laptop batteries on the International Space Station.

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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. We believe technology in this sector is developing at increasing rates – the space industry alone is projected to expand from $626.4 billion in 2025 to $1.01 trillion by 2034. The electronic devices being placed into aircrafts, satellites, and missiles are becoming ever smaller and more powerful. Lithium-ion batteries, which are already prone to overheating and 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.

Facilities and IT-Systems

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

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

Available Information

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

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.

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

We 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.

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.

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.

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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. 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.

Competition

The markets in which we operate are highly competitive and include a range of established and emerging companies that offer battery systems, thermal management solutions, and battery safety technologies. Our competitors include large, well-capitalized manufacturers as well as specialized providers focused on particular applications or components.

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

Many of our competitors have greater financial, manufacturing and marketing resources than we do and may be able to respond more quickly to market changes. However, we believe our focus on safety-critical applications and disciplined execution positions us competitively within our target markets.

Governmental Regulation and Environmental Compliance

Certain substances we use in our manufacturing process are subject to federal governmental regulations (such as Environmental Protect Agency regulations). We believe we are in material compliance with all applicable governmental regulations, and that the cost and effect of compliance with environmental laws is not material. As a small generator of hazardous substances, we are subject to local governmental regulations relating to the storage, discharge, handling, emission, generation, manufacture and disposal of toxic or other hazardous substances, such as acetone that is used in very small quantities to manufacture our products. We believe we are currently in compliance with these regulations. Most new materials sold in the U.S. or in many other countries 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. 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.

Intellectual Property

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

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

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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. 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. We view our bitcoin holdings as long term holdings and will continue to assess the merits of accumulating additional bitcoin. We have not set any specific target for the amount of bitcoin we seek to hold, and we will continue to monitor market conditions to determine whether to engage in additional bitcoin purchases. This overall strategy also contemplates that we may periodically sell bitcoin for general corporate purposes or in connection with strategies that generate tax benefits in accordance with applicable law, enter into additional capital raising transactions, including those that could be collateralized by our bitcoin holdings, and consider pursuing strategies to create income streams or otherwise generate funds using our bitcoin holdings. We may from time to time engage in hedging strategies as part of our treasury management operations if deemed appropriate. We reserve the right to update and alter our treasury strategy from time to time.

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. 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. 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. 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.

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 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. 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.

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. 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.

Our Bitcoin Mining Acquisition Strategy

Beginning in March 2025, the Company expanded its bitcoin treasury strategy to include BTC mining operations. Management determined that participating in mining activities could (i) increase BTC holdings through internally generated production, (ii) provide potential exposure to favorable mining economics, and (iii) enhance long-term treasury value through vertical participation in the bitcoin ecosystem. The Company’s mining activities are conducted pursuant to fixed-term machine lease agreements. The Company leases digital asset mining equipment, which provides hash to a mining pool operator. The Company derives a portion of its revenue from its digital asset mining activities by providing hash as part of transaction verification services within the digital currency networks of cryptocurrencies, such as BTC, commonly termed “cryptocurrency mining.” In consideration for these services, the Company receives digital rewards which are recorded as revenue, based on the daily amount of BTC earned.

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Execution of Bitcoin Transactions

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

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

Custody of our Bitcoin

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

Bitcoin Regulation

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

As digital assets have grown in both popularity and market size, the U.S. 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. Many of these state and federal agencies have issued consumer advisories regarding the risks posed by digital assets to investors. In addition, federal and state agencies, and other countries have issued rules or guidance regarding the treatment of digital asset transactions and requirements for businesses engaged in activities related to digital assets.

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. 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.

Additionally, U.S. state and federal and foreign regulators and legislatures have taken action against industry participants, including digital assets businesses, and enacted restrictive regimes in response to adverse publicity arising from hacks, consumer harm, or criminal activity stemming from digital assets activity. U.S. federal and state energy regulatory authorities are also monitoring the total electricity consumption of cryptocurrency mining, and the potential impacts of cryptocurrency mining to the supply and dispatch functionality of the wholesale grid and retail distribution systems. Many state legislative bodies have passed, or are actively considering, legislation to address the impact of cryptocurrency mining in their respective states.

The SEC and its staff have taken the position that certain other digital assets fall within the definition of a “security” under the U.S. federal securities laws. Public statements made by senior officials and senior members of the staff at the SEC indicate that the SEC

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does not consider bitcoin to be a security under the federal securities laws. However, such statements are not official policy statements by the SEC and reflect only the speakers’ views, which are not binding on the SEC or any other agency or court and cannot be generalized to any other digital assets.

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. 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. Among other things, the Crypto Task Force is charged with helping to draw clear regulatory lines and to appropriately distinguish securities from non-securities. The work of the Crypto Task Force is in its early stages and it is not yet clear whether it will result in material changes to the existing regulatory framework of digital assets. In addition, Congress has considered legislation to establish additional regulation and oversight of the digital asset markets. The GENIUS Act (Guiding and Establishing National Innovation for US Stablecoins Act), which regulates payment stablecoins, was signed into law in July 2025. The Digital Asset Market Clarity Act of 2025 (H.R. 3633), which establishes a framework for digital assets, passed the U.S. House of Representatives in July 2025. This bill distinguishes between digital commodities and digital securities, and provides the CFTC with jurisdiction to oversee digital commodities, exchanges and brokers. As of January 2026, the U.S. Senate is considering its own legislation to establish a framework for digital asset markets.

Many state and federal agencies have issued consumer advisories regarding the risks posed by crypto assets to investors. In addition, federal and state agencies, and other countries have issued rules or guidance about the treatment of crypto asset transactions or requirements for businesses engaged in activities related to crypto assets. Depending on the regulatory characterization of the bitcoin we mine, the markets for bitcoin in general, and our activities in particular, we may be subject to one or more regulators in the United States and globally. Ongoing and future regulatory actions may alter, perhaps to a materially adverse extent, the nature of crypto asset markets and our crypto asset operations. Additionally, U.S. state and federal, and foreign regulators and legislatures have taken action against crypto asset businesses or enacted restrictive regimes in response to adverse publicity arising from hacks, consumer harm, or criminal activity stemming from crypto asset activity. There is also increasing attention being paid by U.S. federal and state energy regulatory authorities as the total load of crypto mining grows and potentially alters the supply and dispatch functionality of the wholesale grid and retail distribution systems. Many state legislative bodies are also actively reviewing the impact of crypto mining in their respective states. Currently, it is unclear how future legislation and regulation will affect our bitcoin mining operations. The course of future legislation and regulation in the United States remains difficult to predict, and potential increased costs associated with new legislation or regulation cannot be predicted at this time.

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ITEM 1A. RISK FACTORS

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

Risks Related to Our Business and Our Industry

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

We are an early-stage company with limited operating history. We have not yet demonstrated sales of products at a level capable of covering our fixed expenses. Since inception, we have demonstrated limited capability to produce sufficient materials to generate the ongoing revenues necessary to sustain our operations in the long-term, nor have we demonstrated the ability to generate sufficient sales to sustain the business. There can be no assurance that we will ever produce a profit.

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

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

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successfully commercialize our products in the future. 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. Although KULR’s technologies were previously used in numerous advanced space and industrial applications for NASA, there has been no significant incorporation of our materials or products into customer products that are released for commercial sale as of the date of this report. Because there is no demonstrated history of large-scale commercial success for our products, it is possible that such commercial success may never happen and that we will never achieve the level of revenues necessary to sustain our business.

We will need to raise substantial additional capital in the future to fund our operations, and we may be unable to raise such funds when needed and on acceptable terms, which could have a materially adverse effect on our business.

We anticipate that we will incur operating losses for the foreseeable future. We will need to raise substantial additional capital to fund our operations, and if we are not successful in securing additional financing on acceptable terms, we may be required to delay significantly, reduce the scope of or eliminate one or more of our research or development programs, downsize our general and administrative infrastructure, or seek alternative measures to avoid insolvency, including arrangements with collaborative partners or others that may require us to relinquish rights to certain of our technologies, product candidates or products.

We could experience significant disruptions in supply from our current or future supply sources which may be exacerbated by macroeconomic trends, including trade policies, political events and other international disputes.

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

In addition, geopolitical changes, such as trade disruptions, including the imposition of tariffs by the U.S. on imports from certain countries and any resulting counter-tariffs, political unrest, warfare and military or armed conflict, including those involving China, Ukraine/Russia and the Middle East and the resulting macro-economic impacts from such geopolitical changes, could directly or indirectly cause or exacerbate supply chain disruptions and may further complicate existing supply chain constraints and demand for our products.

Increased tariffs or other trade restrictions involving the United States and key trading partners, including, among others, China, Canada and Mexico, may increase the cost of raw materials and components, disrupt cross-border supply chains and adversely affect our customers’ financial condition and demand for our products. Ongoing trade disputes may continue to escalate which could increase the costs of our products and the components we use to manufacture them.

Additionally, the conflict between Russia and Ukraine and the conflicts in the Middle East have resulted in worldwide geopolitical and macroeconomic uncertainty, and we cannot predict how the conflicts will evolve or the timing thereof. If these conflicts continue for a significant time or further expand to other countries and depending on the ultimate outcomes of these conflicts, which remain uncertain, they could have additional adverse effects on macroeconomic conditions, including but not limited to, increased costs, constraints on the availability of commodities, supply chain disruptions and decreased business spending. Furthermore, continuation of the conflicts could give rise to: disruptions to our or our business partners’ global technology infrastructure, including through cyber-attack or cyber-intrusion; our ability to implement and execute our business strategy; terrorist activities; increased foreign currency fluctuations; and constraints, volatility, or disruption in the capital markets. The occurrence of any of these events may impact our ability to obtain raw materials to manufacture our products, serve our customers, raise additional capital when needed on acceptable terms, if at all, any of which could have a material adverse effect on our business, results of operations, cash flows and financial condition.

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

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existing processes or engineer new production processes in some cases. If we are unable to scale-up our production processes and facilities to support sustainable sales levels, the Company may be forced to curtail or cease operations.

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

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

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

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

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

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

We are subject to customer concentration risk as a result of our reliance on a relatively small number of customers for a significant portion of our revenues. During 2025, we had 2 customers whose purchases, in the aggregate, accounted for 28% of total revenue pursuant to our Energy Management Platform segment, and 1 customer whose purchases accounted for 100% of total revenue pursuant to our Mining of Digital Assets segment. Due to the nature of our business and the relatively large size of many of the applications our customers are developing, we anticipate that we will be dependent on a relatively small number of customers for the majority of our revenues for the next several years. Even if we expand our customer base, it is possible that orders from only one or two customers could exhaust most or all of our existing manufacturing capacity. Accordingly, if one or more of these customers were to stop ordering our products or if we are unable to meet the manufacturing capacity demanded by new customers, there would be a risk of significant loss of future revenues, which could in turn have a material adverse effect on our business and on your investment.

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

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

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

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. Global research relating to thermal management solutions is being conducted by substantially larger companies who have greater financial, personnel, technical, and marketing resources than the Company. There can be no assurance that the Company’s strategy of offering better thermal management solutions based on the Company’s proprietary carbon fiber-based products will be able to compete with other companies, many of whom will have significantly

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

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

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

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

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

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

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

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

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

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

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

In addition, effective patent, trademark, copyright and trade secret protection may be unavailable or limited in some foreign countries. We also rely on unpatented proprietary manufacturing expertise, continuing technological innovation and other trade secrets to develop and maintain our competitive position. Although we generally enter into confidentiality agreements with our employees and third parties to protect our intellectual property, these confidentiality agreements are limited in duration and could be breached, and may not provide meaningful protection of our trade secrets or proprietary manufacturing expertise. Adequate remedies may not be available

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

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

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

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

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

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

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

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

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

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

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

Downturns in general economic conditions could adversely affect our profitability.

Downturns in general economic conditions can cause fluctuations in demand for our products, product prices, volumes and gross margins. Future economic conditions may not be favorable to our industry. A decline in the demand for our products or a shift to

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Future adverse regulations could affect the viability of the business.

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

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

Our directors and officers may be exposed to liability.

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

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

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

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

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

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

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

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

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

Risks Relating to Our Bitcoin Treasury Strategy and Holdings

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

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

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

BTC is a highly volatile asset. BTC is a highly volatile asset and has experienced, and may continue to experience, significant price volatility, including sharp declines over short periods. While BTC prices are determined primarily using data from various exchanges, over-the-counter markets and derivative platforms, they have historically been volatile and are impacted by a variety of factors, such as market sentiment, adoption trends, regulatory developments, macroeconomic conditions and speculation. Currently, we do not use a formula or specific methodology to determine whether or when we will sell BTC and decisions to hold or sell BTC are made by management based on market conditions and liquidity needs. Such decisions, however well-informed, may result in untimely sales and even losses, adversely affecting an investment in us.

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. 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. 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.

We will be subject to counterparty risks, including in particular risks relating to our custodians. Although we intend to implement various measures that are designed to mitigate our counterparty risks, including by storing substantially all of the bitcoin we may own in custody accounts at U.S.-based, institutional-grade custodians and negotiating contractual arrangements intended to establish that our property interest in custodially-held bitcoin is not subject to claims of our custodians’ creditors, applicable insolvency law is not fully developed with respect to the holding of digital assets in custodial accounts. If our custodially-held bitcoin were nevertheless considered to be the property of our custodians’ estates in the event that any such custodians were to enter bankruptcy, receivership or similar insolvency proceedings, we could be treated as a general unsecured creditor of such custodians, inhibiting our

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ability to exercise ownership rights with respect to such bitcoin and this may ultimately result in the loss of the value related to some or all of such bitcoin. Even if we are able to prevent our bitcoin from being considered the property of a custodian’s bankruptcy estate as part of an insolvency proceeding, it is possible that we would still be delayed or may otherwise experience difficulty in accessing our bitcoin held by the affected custodian during the pendency of the insolvency proceedings. Any such outcome could have a material adverse effect on our financial condition and the market price of our common stock.

Changes in the trading price of BTC or changes in the manner in which we own BTC could have significant accounting impacts, including increasing the volatility of our results. The Company has adopted ASU 2023-08, which requires us to measure our 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. ASU 2023-08 also requires us to provide certain interim and annual disclosures with respect to our BTC holdings. 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.

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

Additionally, while we currently intend to own BTC directly, we may investigate other potential approaches to owning BTC, including indirect ownership (for example, through ownership interests in a fund that owns BTC). 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.

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 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.

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. For example, the U.S. executive branch, the SEC, the European Union’s Markets in Crypto Assets Regulation, among others have been active in recent years, and in the U.K., the Financial Services and Markets Act 2023, or FSMA 2023 became law. It is not possible to predict whether, or when, any of these developments will lead to Congress granting additional authorities to the SEC or other regulators, or whether, or when, any other federal, state or foreign legislative bodies will take any similar actions. It is also not possible to predict the nature of any such additional authorities, how additional legislation or regulatory oversight might impact the ability of digital asset markets to function or the willingness of financial and other institutions to continue to provide services to the digital assets industry, nor how any new regulations or changes to existing regulations might impact the value of digital assets generally and BTC specifically. 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.

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

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

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

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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. 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.

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. In addition, while the current administration has expressed support regarding the development and use of digital assets as the industry has anticipated, the specific regulatory frameworks are still to be developed. Expectations around U.S. digital asset policy, including potential sentiments that the U.S. government is not moving quickly enough or not meeting policy expectations, may adversely affect the price of BTC.

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.

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

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.

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.

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. 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. 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. 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. 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 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.

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.

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

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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.

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

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

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

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

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

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

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

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cash needed to satisfy fixed lease and operating expenses. Because lease costs are largely fixed and paid in cash, any liquidity shortfalls could require us to liquidate treasury holdings at unfavorable prices, and materially and adversely affect our financial condition.

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

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

Risks Relating to Our Common Stock and Preferred Stock

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

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

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

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

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

On February 12, 2024, we received a letter from the staff of NYSE American 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. 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.

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

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

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

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

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

Shares eligible for future sale may adversely affect the market.

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

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

Our Board of Directors has the authority, without action or vote of our 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. In addition, in order to raise capital, we have and may need to issue securities that are convertible into or exchangeable for a significant amount of our common stock. These issuances would dilute the percentage ownership interest, which would have the effect of reducing your influence on matters on which our stockholders vote and might dilute the book value of our common stock. You may incur additional dilution if holders of stock options, whether currently outstanding or subsequently granted, exercise their options, or if warrant holders exercise their warrants, whether currently outstanding or subsequently granted, to purchase shares of our common stock.

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

In the past, we have issued convertible securities (such as convertible debentures and notes), warrants and options in order to raise money or as compensation for services and incentive compensation for our employees and directors. We have shares of common stock reserved for issuance upon the exercise of certain of these securities and may increase the shares reserved for these purposes in

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

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

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

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

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

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

Our ability to raise capital is subject to the risk of adverse changes in the market value of our stock. Periods of macroeconomic weakness or recession and heightened market volatility caused by adverse geopolitical developments could increase these risks, potentially resulting in adverse impacts on our ability to raise further capital on favorable terms. The impact of geopolitical tension, such as a deterioration in the bilateral relationship between the US and China or an escalation in conflict between Russia and Ukraine and the 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.

We do not intend to pay dividends.

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

Voting power of our 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. Such concentrated control of the Company may adversely affect the value of our common stock. If you acquire our common stock, you may have no effective voice in our management. Sales by our insiders or affiliates, along with any other market transactions, could affect the value of our common stock.

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We have shares of Series A Voting Preferred Stock outstanding with super voting rights.

Our outstanding capital stock as of the date hereof consists of common stock and Series A Voting Preferred Stock. All 1,000,000 shares of Series A Voting Preferred Stock have been issued to Mr. Michael Mo, our Chairman and Chief Executive Officer. Each share of common stock is entitled to one vote and each share of Series A Voting Preferred Stock is entitled to 100 votes on any matter on which action of the stockholders of the Company is sought. Approximately 97.30% of Mr. Mo’s voting power stems from his holdings of the Series A Voting Preferred Stock. The Series A Voting Preferred Stock will vote together with the common 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. 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.

In addition to the dilutive effect on the voting power and value of our common stock, the foregoing structure of our capital stock may render our common stock ineligible for inclusion in certain securities market indices, and thus adversely affect the price and liquidity of, and public sentiment regarding, our common stock or other securities. The existence of, and voting rights associated with, our Series A Voting Preferred Stock, 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.

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. 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. 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. 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 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. Our Board of Directors have the authority to authorize the issuance of up to 20,000,000 shares of our preferred stock, terms of which may be determined by the Board without further stockholder approval. As a result, our Board of Directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.

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

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

The issuance of up to 1,000,000 shares of Non-convertible Series A Voting Preferred Stock was previously approved and authorized by a vote of the majority stockholders of the Company and reinforces and enhances the Company’s flexibility to optimize the Company’s negotiating position in any potential current and/or future engagements with commercial, financial, and/or strategic

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

As a smaller reporting company, the Company is not required to provide the information required by this item.

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ITEM 1C. CYBERSECURITY

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

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ITEM 2. PROPERTIES

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

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ITEM 3. LEGAL PROCEEDINGS

From time to time we may become involved in legal proceedings arising in the ordinary course of business. We are not currently a party to any material legal or administrative proceedings.

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ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

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

Market for Common Equity and Related Stockholder Matters

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

Securities Authorized for Issuance Under Equity Compensation Plans

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

Stock Transfer Agent

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

Common Stockholders

On March 27, 2026, we had approximately 102 stockholders of record.

Dividends

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

Recent Sales of Unregistered Securities

There were no sales of unregistered securities during the fiscal year ended December 31, 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, 2025.

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ITEM 6. [Reserved]

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

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

Overview

KULR 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. 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.

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KULR is establishing a fully integrated battery energy storage system design and production infrastructure in Houston, Texas. 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. 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. 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.

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.

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. 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. 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.

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

Mining of Digital Assets

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

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

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At the Market Offerings

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

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

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

License and Opportunities for KULR VIBE Fan Balancing Applications

On September 29, 2024, we entered into a licensing agreement for our proprietary vibration reduction technology named KULR Xero Vibe (“KXV”). The 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. 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.

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. The agreement gives the customer the exclusive license to use the KULR CF Intellectual Property to manufacture and sell CF Cathodes in Japan, and a non-exclusive license to manufacture and sell CF Cathodes in several other countries, including Taiwan, China, India and Korea. Pursuant to this license agreement, the total contract value is $1.8 million, of which the Company recognized $1.7 million in revenue for the year ended December 31, 2024. There was no revenue recognized for the year ended December 31, 2025 under this license agreement. In addition, $0.1 million will be recognized as interest income over the term of the agreement as a result of a significant financing component.

Reverse Stock Split

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

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All references to share and per share amounts for all periods presented in the audited consolidated financial statements have been retrospectively restated to reflect the Reverse Stock Split. All rights to receive shares of common stock under outstanding securities, including but not limited to, warrants, options, and restricted stock units (“RSUs”) were adjusted to give effect to the Reverse Stock Split. Furthermore, proportionate adjustments were made to the per share exercise price and the number of shares of common stock that may be purchased upon exercise of outstanding stock options granted by the Company, and the number of shares of common stock reserved for future issuance under the Company’s 2018 Equity Incentive Plan.

Credit Agreement

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

On July 8, 2025, the Company borrowed $8.0 million in cash (the “Initial Drawdown”) under the Master Loan Agreement. The Initial Drawdown is the first advance against the revolving credit facility established by the Master Loan Agreement. The Initial Drawdown bears an 8% loan fee. The Company’s obligations are secured by a first-priority security interest at a collateral-coverage ratio of about 156.25% of the outstanding principal amount. The Initial Drawdown is subject to the terms and conditions of the Master Loan Agreement. As of December 31, 2025, the balance on the loan was repaid in full.

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

Consolidated Results of Operations

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

Revenue

Our revenues consisted of the following types:

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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.

We had 47 product sales customers in 2025, compared with 53 in 2024. Product sales during these periods include sales of our component product, battery production, internal short circuit battery cells and devices, patented thermal runaway shield technology (“TRS”), phase change material (“PCM”) heatsinks, KULR SafeCases, and exoskeleton devices. Although the number of customers decreased, the increase in product revenue was driven primarily by our new client base generating more significant revenue per contract during the year ended December 31, 2025, as compared to the same period in 2024. Additionally, there was a significant increase in revenue generated from one of the Company’s existing customers.

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We had 34 contract services customers in 2025, compared with 34 in 2024. 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. 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.

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.

Revenue from mining of digital assets mined during the year ended December 31, 2025 was $7.0 million. The initial mining contract was entered into on March 7, 2025 and mining activities increased through December 31, 2025, with additional leases being executed during the period. Two new mining contracts were entered into during the second quarter of 2025, followed by a fourth and fifth mining contract in the third and fourth quarters of 2025, respectively. For the year ended December 31, 2025, we earned 65.79 BTC from mining operations. There was no mining of digital assets revenue recognized prior to March 7, 2025.

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

Cost of Revenue, Gross Profit and Gross Profit Margin

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

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

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

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

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

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

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

Research and Development

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

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

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

Selling, General and Administrative

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

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

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

Credit Losses on Accounts Receivable

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

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

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

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

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Other Income (Expense)

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

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

Our Bitcoin Acquisition Strategy

In December 2024, we adopted BTC as our primary treasury reserve asset on an ongoing basis, subject to market conditions and our anticipated cash needs. Our strategy includes acquiring and holding 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. 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. 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. 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.

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

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

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

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

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.

For the years ended December 31, 2025 and 2024, cash used in operating activities was $45.0 million and $17.3 million, respectively. 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. 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.

For the years ended December 31, 2025 and 2024, cash used in investing activities was $89.0 million and $21.6 million, 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. 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.

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

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

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

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

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ATM. As of December 31, 2025, we believe our cash on hand, BTC holdings, cash flows from operations and working capital balances will be sufficient to satisfy our obligations over the next 12 months.

No assurance can be provided that we will be successful in raising additional capital from the ATM. 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. 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.

Off-Balance Sheet Arrangements

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

Critical Accounting Estimates

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

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

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

Impairment of Long-Lived Assets

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

Recoverability Assessment

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

Determination of Fair Value

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

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

Results for the Period

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

Recently Issued Accounting Pronouncements

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

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this Item.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

None.

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ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

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

Management’s Report on Internal Control Over Financial Reporting

Our management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are

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

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

Changes in Internal Control Over Financial Reporting

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

Inherent Limitations of the Effectiveness of Controls

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

Attestation Report of Registered Public Accounting Firm

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

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ITEM 9B. OTHER INFORMATION

Insider Trading Arrangements

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

March 2026 Drawdown

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

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

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

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Executive Officers and Directors

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

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

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

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

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

Jay Yamamoto was appointed General Counsel and Corporate Secretary effective June 2025. Mr. Yamamoto brings 15 years of legal experience to the Company. Prior to joining, Mr. Yamamoto had served as KULR’s primary outside counsel since December 2016, providing strategic advice on securities regulation, corporate governance, M&A, and other complex matters and, through that engagement, has developed an intimate understanding of the Company’s business, risk profile, and long-term objectives. Prior to joining KULR, Mr. Yamamoto spent 15 years practicing law, including over 7 years as a partner, at Sichenzia Ross Ference Carmel LLP, a law firm in New York. His firm practice focused on corporate and securities law, including initial public offerings and secondary transactions, mergers and acquisitions, corporate governance and securities law compliance. Mr. Yamamoto represented numerous public and private companies in private equity financing transactions, debt and venture capital offerings, domestic mergers, stock and assets acquisitions and other reorganization transactions. Mr. Yamamoto received B.A. degrees from Colgate University in economics and philosophy, and his J.D. degree from Pace University School of Law.

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Non-Executive Directors

Dr. Joanna Massey has served as a member of the Company’s Board of Directors since June 2021 and was appointed Lead Director in November 2022. Dr. Massey is an experienced public company board director. She has served on both public and private company boards with audit, compensation, and M&A experience. She specializes in enterprise risk management, governance, and guiding organizations through transformation. In addition, her expertise in stakeholder communications and regulatory reporting ensures effective change management and sustainable outcomes during mergers, acquisitions, and restructurings. In her board roles, Dr. Massey has served as chairman of the board, lead independent director, chair of nominations & governance, chair of compensation, and a member of the audit, strategic finance, and pricing committees. Her previous board roles have included Thumzup Media Corporation (Nasdaq:TZUP), The Hollywood Foreign Press Association (private) and TessPay Inc. (private). Dr. Massey has a Master of Science in Legal Studies from Cornell Law School, a Master of Business Administration from the University of Southern California, a Graduate Certificate in Corporate Finance from Harvard University, as well as a Master of Arts in Clinical Psychology from Antioch University and a Ph.D. in Psychology from Sofia University.

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

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

Board Composition

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

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

Family Relationships

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

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Director Independence

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

Committees of the Board of Directors

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

Audit Committee

The Audit Committee consists of Donna H. Grier, Dr. Joanna Massey and Aron Schwartz. Ms. Grier is the chair of the Audit Committee. The Board has affirmatively determined that each member of the Audit Committee meets the additional independence criteria applicable to audit committee members under SEC rules and the NYSE American Stock Market. The Board of Directors has adopted a written charter setting forth the authority and responsibilities of the Audit Committee. The Board has affirmatively determined that each member of the Audit Committee is financially literate. Donna H. Grier meets the qualifications of an Audit Committee financial expert.

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

Compensation Committee

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

Nominating and Corporate Governance Committee

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

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Code of Ethics

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

Involvement in Certain Legal Proceedings

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

Section 16(a) Beneficial Ownership Compliance

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

Nomination Process

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

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

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ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following Summary Compensation Table sets forth all compensation earned in all capacities during the fiscal years ended December 31, 2025 and 2024 by (i) our principal executive officer and (ii) our two most highly compensated executive officers, other than our principal executive officer, who were serving as executive officers as of December 31, 2025 collectively the “Named Executive Officers”):

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

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

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

Equity Compensation Plans

On August 15 and November 5, 2018, the Board of Directors and a majority of the Company’s shareholders, respectively, approved the 2018 Equity Incentive Plan (the “2018 Plan”). Under the 2018 Plan, 15,000,000 shares of common stock of the Company were authorized for issuance. The 2018 Plan provided for the issuance of incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights, restricted stock, and restricted stock units to employees, directors and consultants of the Company and its affiliates. Upon the effectiveness of the 2025 Plan (defined below), no further awards were made under the 2018 Plan.

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

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