As filed with the Securities and Exchange Commission
on January 17, 2025.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
KULR TECHNOLOGY GROUP, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
81-1004273 |
(State or Other Jurisdiction
of
Incorporation or Organization) |
|
(I.R.S. Employer
Identification Number) |
555 Forge River Road, Suite 100
Webster, Texas 77598
(408) 663-5247
(Address, including zip code, and telephone number,
including area code of registrant’s principal executive offices)
Michael Mo
Chief Executive Officer
KULR Technology Group, Inc.
555 Forge River Road, Suite 100
Webster, Texas 77598
(408) 663-5247
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Jay K. Yamamoto, Esq.
Sichenzia Ross Ference Carmel LLP
1185
Avenue of the Americas, 31st Floor
New York, New York 10036
(212) 930-9700
Approximate date of commencement of proposed
sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box: ¨
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plants, check
the following box: x
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. (Check one):
| Large accelerated filer |
¨ |
Accelerated filer |
¨ |
| Non-accelerated filer |
x |
Smaller reporting company |
x |
| Emerging growth company |
¨ |
|
|
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
PROSPECTUS
KULR Technology Group, Inc.
Common Stock
Preferred Stock
We may from time to time,
in one or more offerings at prices and on terms that we will determine at the time of each offering, sell common stock, or preferred
stock, or a combination of these securities.
This prospectus describes
the general manner in which our securities may be offered using this prospectus. Each time we offer and sell securities, we will provide
you with a prospectus supplement that will contain specific information about the terms of that offering. Any prospectus supplement may
also add, update, or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus
supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any
of the securities offered hereby.
This prospectus may not be
used to offer and sell securities unless accompanied by a prospectus supplement.
Our common stock is currently
listed on the NYSE American LLC (“NYSE American”) under the symbol “KULR.” On January 16, 2025, the last
reported sales price for our common stock was $2.48 per share. The applicable prospectus supplement will contain information, where applicable,
as to any other listing of the securities on NYSE American or any other securities market or exchange covered by the prospectus supplement.
Prospective purchasers of our securities are urged to obtain current information as to the market prices of our securities, where applicable.
We may offer the securities
directly or through agents or to or through underwriters or dealers. If any agents or underwriters are involved in the sale of the securities
their names, and any applicable purchase price, fee, commission or discount arrangement between or among them, will be set forth, or
will be calculable from the information set forth, in an accompanying prospectus supplement. We can sell the securities through agents,
underwriters or dealers only with delivery of a prospectus supplement describing the method and terms of the offering of such securities.
See “Plan of Distribution.”
Investing in our securities
involves significant risks. We strongly recommend that you read carefully the risks we describe in this prospectus and in any accompanying
prospectus supplement, as well as the risk factors that are incorporated by reference into this prospectus from our filings made with
the Securities and Exchange Commission. See “Risk Factors” beginning on page 7 of this prospectus.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus is dated January 17, 2025.
Table of Contents
ABOUT THIS PROSPECTUS
This prospectus is part of
a registration statement (this “Registration Statement”), that we filed with the Securities and Exchange Commission (also
referred to herein as the “SEC” or the “Commission”), as a “well-known seasoned issuer”, as such
term is defined in Rule 405 of the Securities Act of 1933, as amended, using a “shelf” registration process. Under this
shelf registration process, we may sell, at any time and from time to time, in one or more offerings, any combination of the securities
described in this prospectus. The exhibits to our Registration Statement contain the full text of certain contracts and other important
documents we have summarized in this prospectus. Since these summaries may not contain all the information that you may find important
in deciding whether to purchase the securities we offer, you should review the full text of these documents. This Registration Statement
and the exhibits can be obtained from the Commission or from our Chief Financial Officer as indicated under the heading “Incorporation
of Certain Documents by Reference.”
This prospectus only provides
you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement
that contains specific information about the terms of those securities and the terms of that offering. The prospectus supplement may
also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement
together with the additional information described below under the heading “Where You Can Find More Information” and “Incorporation
of Certain Documents by Reference.”
We have not authorized any
dealer, agent or other person to give any information or to make any representation other than those contained or incorporated by reference
in this prospectus and any accompanying prospectus supplement. You must not rely upon any information or representation not contained
or incorporated by reference in this prospectus or an accompanying prospectus supplement. This prospectus and the accompanying prospectus
supplement, if any, do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered
securities to which they relate, nor does this prospectus and the accompanying prospectus supplement constitute an offer to sell or the
solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation
in such jurisdiction. You should not assume that the information contained in this prospectus and the accompanying prospectus supplement,
if any, is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated
by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and
any accompanying prospectus supplement is delivered or securities are sold on a later date.
References in this prospectus
to the terms the “Company,” the “Corporation,” “KULR,” “we,” “our” and “us,”
or other similar terms, mean KULR Technology Group, Inc., unless stated otherwise or if the context indicates otherwise.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
Some
of the statements made under “Prospectus Summary,” “Use of Proceeds,” and elsewhere in this prospectus, as well
as the documents incorporated by reference herein, including in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. In some
cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,”
“expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,”
“potential,” “intends,” or “continue,” or the negative of these terms or other comparable terminology.
These forward-looking statements
may include, but are not limited to, statements related to our expected business, new product introductions, increase in our operating costs beyond our current expectations and
our inability to fully implement our current business plan, our ability to respond to new developments in technology and new applications
of existing technology before our competitors, volatility surrounding the value of Bitcoin, our ability to raise funds for general corporate purposes and operations, procedures and procedure adoption, future results of operations, future financial position, our ability to generate revenues,
our financing plans and future capital requirements, anticipated costs of revenue, anticipated expenses, the effect of recent accounting
pronouncements, our anticipated cash flows, our ability to finance operations from cash flows or otherwise, and statements based on current
expectations, estimates, forecasts, and projections about the economies and markets in which we operate and intend to operate and our
beliefs and assumptions regarding these economies and markets.
Forward-looking
statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements
on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current
conditions, expected future developments, and other factors they believe to be appropriate. Important factors that could cause actual
results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include,
among others, those factors referred to in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023,
which is incorporated by reference herein.
These statements are only
current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s
actual results, levels of activity, performance, or achievements to be materially different from those anticipated by the forward-looking
statements. We discuss many of these risks in the documents incorporated by reference herein. You should not rely upon forward-looking
statements as predictions of future events.
Although we believe that
the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity,
performance, or achievements. Except as required by law, we are under no duty to update or revise any of the forward-looking statements,
whether as a result of new information, future events or otherwise, after the date of this prospectus.
PROSPECTUS SUMMARY
This summary highlights
certain information about us and selected information contained in the prospectus. This summary is not complete and does not contain
all of the information that may be important to you. For a more complete understanding of the Company, we encourage you to read and consider
the more detailed information included or incorporated by reference in this prospectus and our most recent consolidated financial statements
and related notes.
Company overview
KULR
Technology Group, Inc., through our wholly owned subsidiary KULR Technology Corporation, maintains expertise in three key technology
domain areas: (1) energy storage systems and recycling, (2) thermal management solutions, and (3) rotary system vibration
reduction. Historically, KULR, focused on thermal energy management solutions for space and Department of Defense (DoD) applications,
with recent expansion into energy storage and vibration reduction markets as the logical next step. Combined, this energy management
platform consists of high-performance thermal management technologies for batteries and electronics, AI-powered battery management and
vibration mitigation software solutions, and reusable energy storage modules. Our mission is to advance and apply these technologies
to make our world more sustainable by using less energy; using energy more efficiently; making energy consumption safer and cooler; using
less materials to achieve these goals; and completing the circular economy through recycling.
Active
government initiatives propelled by industry and regulatory tailwinds are increasing demand for energy storage, battery recycling and
clean energy, resulting in an expanding total addressable market for KULR’s solutions. According to Precedence Research, global
energy storage systems market is to grow from $210B in 2021 to $435B by 2030. Global lithium-ion battery recycling industry is to grow
from $4.6B in 2021 to $22.8B by 2030, according to Market and Markets Research. Additionally, the domain driving the growth of KULR’s
battery design and production capabilities is the private space exploration market sector, which requires highly custom, safe, and reliable
energy storage systems, and is expected to reach $1,110.8B by 2030 according to CoherentMI. The Company’s disruptive technologies
strive to fulfill a thermal management systems market poised to grow from $59.73 billion in 2024 to $95.64 billion by 2032 (based on
market data projections published by Fortune Business Insights). E-aviation growth and continued reliance on traditional aviation vehicles
drives an aircraft maintenance market size that is expected to reach $127.2B by 2032, an increase from $82.7B in 2023, according to Precedence
Research. KULR VIBE, the Company’s rotary system vibration reduction software, positions KULR to access this market area.
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
end-of-life battery management, making KULR a key technology solutions provider in the migration to a global circular economy.
KULR ONE and KULR ONE Design Solutions
(K1DS)
KULR’s primary technical
domain that is shaping the future landscape of the Company is safe, high-performance energy storage solutions. To effectively support
and provide energy storage solutions, a holistic approach is necessary. Batteries are an interdisciplinary technology which require:
| (1) |
Multi-disciplinary expertise
to address related electrical, thermal, mechanical, and electrochemical requirements, |
| (2) |
Cell supply access to top-tier
OEMs, |
| (3) |
Cell level testing capabilities
to characterize performance, quality, and safety behavior at the cell level, |
| (4) |
Expertise in early concept
design, modeling, and analysis, |
| (5) |
Rapid prototyping and production
capabilities, |
| (6) |
Pack and system level thermal,
mechanical, electrical, and abuse testing capabilities, |
| (7) |
Expertise in battery management,
controls, and monitoring, |
| (8) |
Ability to support beginning
of life to end of life requirements for transport and recycling. |
To address the need for a
holistic approach, KULR developed a battery product and service portfolio over the course of the last decade that provides products,
safety testing services, modeling and analysis services, electrical testing services, transport and recycling packaging and logistics,
and battery design solutions. Collectively, this is referred to as KULR ONE Design Solutions (K1-DS), which is actively leveraged by
the Company to facilitate engagement with customers no matter the battery life cycle phase they are in.
Currently, the primary aspects
of K1-DS utilized by industry are product sales of trigger cells and TRS, the safety testing methodologies, and the utilization of the
K1-DS platform as a whole to develop customized energy storage solutions.
Internally, KULR has leveraged
K1-DS to develop off the shelf KULR ONE architecture which represents a groundbreaking innovation that is driving the world’s transition
to a more sustainable electrification economy. These revolutionary designs offer a unique combination of cutting-edge features, including
unparalleled safety, exceptional performance, intelligent functionality, modular construction, reliability, and customizability. The
KULR ONE battery packs have been engineered to meet the exacting demands of the world’s most demanding applications. As of now,
the Company is focused on the KULR ONE Space for space exploration, the KULR ONE Guardian for military applications, and the KULR ONE
Max for rack-style grid energy storage systems, also referred to as Battery Energy Storage Systems (BESS). These architectures collectively
offer a comprehensive solution that addresses the critical need for safe and reliable energy storage in a wide range of industries, from
aerospace and defense to electric vehicles and consumer electronics. One of the key features of the KULR ONE family of battery packs
is the modularity and consistency of the architectures. This allows for greater flexibility as customers can easily adjust the size and
configuration of the battery pack to suit their specific application requirements while still also benefitting from testing previously
conducted by the KULR team for their specific architecture. In addition to offering exceptional performance and reliability, the KULR
ONE battery packs are also designed with safety as a top priority. They incorporate state-of-the-art thermal management technology to
prevent overheating and ensure safe operation even in the most challenging environments. Overall, the KULR ONE family of battery packs,
depicted with the following picture, is at the forefront of the global drive towards sustainable electrification. With its unparalleled
combination of safety, performance, intelligence, modularity, reliability, and customizability, KULR ONE is positioned to revolutionize
the way we think about energy storage and powering the world’s most demanding applications.
KULR VIBE Solution
During 2022, we acquired
intellectual property from Vibetech International, LLC (“Vibetech”), which allows KULR to expand itself as a vertically integrated
energy management company focused on sustainable energy solutions. For nearly twenty years, the primary application has been aviation.
However, advances in measurement and computing technologies have allowed KULR VIBE to provide transformative and scalable solutions across
transportation, renewable energy (wind farm), manufacturing, industrial, performance racing and autonomous aerial (drone) applications
among others. KULR VIBE addresses one the most challenging issues with advanced machinery today; excessive energy robbing vibrations
that are destructive to both the machinery and in many cases the operator. The KULR VIBE suite of technologies utilize proprietary sensor
processes with advanced learning algorithms to both achieve precision balancing solutions, and successfully predict component failure
based on its comprehensive database of vibration signatures. Its enhanced AI learning algorithms pinpoint areas where excess vibrations
cause a loss of energy that can lead to system malfunctions, weakened performance, and maintenance issues.
This innovative technology
can be utilized as a standalone solution or be paired with existing track and balance technology to facilitate vibration reduction, achieve
increased energy production, and reduce mechanical failures thereby extending platform life. KULR VIBE recently balanced the motors and
blades of a mission critical drone to demonstrate the benefits of the technology. The results were a 23% increase in battery life and
a lift increase of 45%. Same motors, same blades, KULR VIBE optimized.
The KULR VIBE suite of products
and services have provided vibration analysis and mitigation to global companies across multiple industries and sectors. According to
Fact.MR, an insights-driven global market intelligence company, the global vibration motor market is forecasted to reach $24.1 billion
by 2032.
The Future is Energy + AI
We believe the future of
KULR is Energy + AI. We are building our AI infrastructure on industry leading Nvidia and AMD semiconductor platforms, and they are hosted
on a hybrid of private cloud and Microsoft Azure. As the world faces shortages of both technical expertise to design batteries and raw
materials to build batteries, KULR aims to address this need with KULR ONE AI (K1AI). The Company is collecting large quantities of performance
and safety test datasets for the most highly used commercial lithium-ion cells and combining that data with AI techniques to drive battery
design and reduce engineering touch time to market. This product is to target the following markets:
| · |
Aerospace and defense systems,
such as CubeSat batteries meeting JSC 20793 safety requirements by NASA |
| · |
Power tools and industrial
equipment |
| · |
High-performance electric
vehicles |
| · |
Electric vertical take-off
and landing (“eVOTL”) |
| · |
Electric micro-mobility
vehicles |
| · |
Residential and commercial
energy storage systems |
Recent Developments
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.
Bitcoin Strategy and subsequent acquisitions
On December 3, 2024,
our Board approved and adopted a corporate treasury strategy, adopting bitcoin as our primary treasury reserve asset on an ongoing basis,
subject to market conditions and our anticipated cash needs, instead of solely looking to keep cash in short- and intermediate-term,
interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. federal
government.
On December 26, 2024,
we issued a press release announcing that we had completed the purchase of 217.18 bitcoin for approximately $21 million, at an average
price of $96,556.53 per bitcoin.
On January 6, 2025,
we issued a press release announcing that we had completed a purchase of 213.43 bitcoin, on January 4, 2025, for approximately $21
million, at a weighted average price of $98,393.58 per bitcoin, inclusive of fees and expenses.
New contracts and product developments
On January 14, 2025,
we issued a press release announcing the signing of a multi-million-dollar licensing agreement with a new technology partner to enable
advanced carbon fiber cathode applications for nuclear reactor systems in Japan.
On December 30, 2024,
we issued a press release announcing our active collaboration with the U.S. Army to plan an in-depth evaluation of the KULR VIBE system
for vibration reduction and optimal balance on AH-64E Apache and UH-60 Black Hawk helicopters. The evaluation is slated to begin in 2025
and will explore the potential of KULR VIBE to enhance operational efficiency and safety across these critical platforms.
On December 17, 2024,
we issued a press release announcing our plans to launch the KULR ONE Space (K1S) battery via launch integrator Exolaunch on a SpaceX
rideshare mission scheduled for 2026.
On December 10, 2024,
we issued a press release announcing the launch of the innovative KULR Xero Vibe™ (“KXV”) solution integrated with
the NVIDIA Jetson edge AI platform. This new rollout combines superior vibration mitigation with artificial intelligence capabilities
to enable high-performance, reliable operation in edge AI environments.
On December 3, 2024,
we issued a press release announcing that we now have available for sale, on an immediate basis NASA-certified M35A battery cells, qualified
for use in JSC 20793-compliant battery packs. The M35A cells, which were purchased by us from a third party, have undergone rigorous
validation, meeting NASA's stringent requirements through both initial lot assessment and lot acceptance processes conducted under formal
NASA Work Instructions.
On November 25, 2024,
we issued a press release announcing that we had been awarded orders with a U.S. Navy battery supplier to advance the Internal Short
Circuit (ISC) technology to activate at higher temperatures. KULR’s ISC devices, originally developed in collaboration with NASA
and the National Renewable Energy Laboratory (NREL), induce controlled thermal runaway in lithium-ion cells, offering safer and more
accurate testing than conventional methods. With the capability to activate at elevated temperatures, the new ISC devices provide deeper
insights into battery behavior under worst-case scenarios, allowing for a precise evaluation of resilience and safety for high-stress
environments.
On November 20, 2024,
we issued a press release announcing that we were in the process of developing our proprietary carbon fiber designed custom cathodes
in small modular reactors (SMRs) for a prominent nuclear fusion company. The custom cathodes designed by KULR will be implemented in
a laser-based nuclear fusion system for small modular reactors, an emerging technology with the potential to deliver affordable, reliable
nuclear fusion energy.
On November 14, 2024,
we issued a press release announcing that we had been awarded a contract for the development of a specialized Phase-Change Material heat
sink for a major missile program. The custom PCM heat sink is designed to manage extreme thermal loads generated during mission-critical
maneuvers, helping maintain optimal performance and reliability within the missile’s electronics systems.
At-The-Market-Offering
On December 26, 2024,
we entered into an amendment (the “Amendment”) to the At The Market Offering Agreement (the “Sales Agreement”)
with Craig-Hallum Capital Group LLC (the “Agent”), entered into on July 3, 2024, to provide that the Agent’s compensation
payable under the Sales Agreement shall be 2.5% of gross proceeds of any sales of shares of common stock sold under the Sales Agreement.
Additionally, we increased the maximum aggregate offering amount of the shares of the Company’s Common Stock issuable under the
Sales Agreement by an additional $50,000,000 and filed a prospectus supplement under the Sales Agreement for such additional amount.
On December 4, 2024, we increased the maximum aggregate offering
amount of the shares of the Company’s Common Stock issuable under the Sales Agreement with the Agent, from $20,000,000 to $46,000,000
and filed a prospectus supplement under the Sales Agreement for an additional $26,000,000. As of January 16, 2025,
the Company had sold 83,534,169 shares of Common Stock having an aggregate sales price of approximately $89.7 million under the Sales
Agreement.
New York Stock Exchange – Continued
Listing Standards
On December 18, 2024,
we issued a press release announcing that we received official notice from the NYSE American confirming that the Company had regained
compliance with all continued listing standards set forth in Part 10 of the NYSE American Company Guide.
Adjustments to Executive Cash Compensation and RSU Grants
Following the recommendation of the Compensation Committee of the Board,
on January 16, 2025, the Board approved, certain adjustments to the cash compensation and, grant of restricted stock units to the executive
officers of the Company. These adjustments were made following a comprehensive review of market data and internal analyses conducted by
the Compensation Committee of each executive officer’s current compensation levels, which the Committee believed to be “below-market”.
The Committee and the Board recognized that the executive officers have demonstrated exceptional dedication and leadership, guiding the
Company through significant market volatility and extended periods without compensatory adjustments, including the absence of annual bonuses
in prior years. The adjustments aim to align the compensation of the executive officers with the Company’s improved market position
and to ensure that the compensation reflects their contributions to the Company’s vision and long-term success. Accordingly, the
following salary adjustments and Restricted Stock Units (“RSUs”) grants were approved: (i) the salary of the Chief Executive
Officer was increased to $450,000 and he was granted 2,000,000 RSUs that vest over four-years; (ii) the salary of the Chief Financial
Officer was increased to $350,000 and he was granted 1,500,000 RSUs that vest over four-years; (iii) the salary of the Chief Technology
Officer was increased to $265,000 and he was granted 1,000,000 RSUs that vest over four-years; and (iv) the VP of Engineering was granted
200,000 RSUs that vest on June 30, 2025.
Issuance of Non-convertible Series A Voting
Preferred Stock
On January 16, 2024, the Board
approved, authorized, and ratified the issuance of 270,000 shares of previously designated Non-convertible Series A Voting Preferred Stock
to the Chairman and Chief Executive Officer of the Company, Michael Mo, subject to certain limitations as set forth below. None of the
Series A Voting Preferred Stock carry conversion rights or liquidation value. As previously disclosed, 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. The issuance is subject to the Board reserving the full and unequivocal right to revoke, rescind, transfer or otherwise
cancel the issued Non-convertible Series A Voting Preferred Stock in the event Michael Mo is removed from any position with the Company
or resigns from all positions with the Company. This conditional arrangement is designed to ensure that the voting power conferred by
the Non-convertible Series A Voting Preferred Stock remains tied to the active leadership of the Company. This underscores the Board’s
commitment to maintaining alignment with the long-term interests of the Company and its stockholders.
The Independent Members of the Board have determined that the issuance
represents a pivotal strategic move to reinforce and enhance the Company’s flexibility to optimize the Company’s negotiating
position in any potential current and/or future engagements with commercial, financial, and/or strategic parties, and to provide defenses
against potential hostile third-party actions. The shares of Non-convertible Series A Voting Preferred Stock were issued in reliance upon
the exemptions from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
Corporate Information
We were incorporated in the
State of Delaware in December 2015 and were formerly known as “KT High-Tech Marketing, Inc.” and, prior to that
as, “Grant Hill Acquisition Corporation.” In April 2016, KULR implemented a change of control by issuing shares to new
stockholders, redeeming shares of existing stockholders, electing new officers and directors and accepting the resignations of its then
existing officers and directors. Our principal executive offices are located at 555 Forge River Road, Suite 100, Webster, Texas
77598, and our telephone number is (408) 663-5247. Our corporate website address is https://www.kulrtechnology.com.
The information contained on, connected to, or that can be accessed via our website is not a part of this prospectus. We have included
our website address in this prospectus as an inactive textual reference only and not as an active hyperlink.
The KULR name or logo, and
any other current or future trademarks, service marks and trade names appearing in this prospectus supplement and the accompanying prospectus
are the property of KULR Technology Group, Inc. Other trademarks and trade names referred to in this prospectus supplement and the
accompanying prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus
supplement and the accompanying prospectus are referred to without the symbols ® and TM, but such references should not be construed
as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto.
RISK FACTORS
Investing in our securities
involves a high degree of risk. Before making an investment decision, you should consider carefully the risks, uncertainties and other
factors described below and in our most recent Annual Report on Form 10-K, as supplemented and updated by subsequent quarterly reports
on Form 10-Q and current reports on Form 8-K that we have filed or will file with the SEC, which are incorporated by reference
into this prospectus.
Our business, affairs, prospects,
assets, financial condition, results of operations and cash flows could be materially and adversely affected by these risks. For more
information about our SEC filings, please see “Where You Can Find More Information”.
WE ARE NOT REGISTERED
AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940 AND STOCKHOLDERS DO NOT HAVE THE PROTECTIONS ASSOCIATED WITH OWNERSHIP
OF SHARES IN A REGISTERED INVESTMENT COMPANY NOR THE PROTECTIONS AFFORDED BY THE COMMODITIES EXCHANGE ACT.
Our bitcoin acquisition strategy may expose
us to various risks associated with bitcoin
Our bitcoin acquisition strategy may expose us
to various risks associated with bitcoin, including the following:
Bitcoin
is a highly volatile asset. Bitcoin is a highly volatile asset that has traded below $38,000 per bitcoin and above $108,000
per bitcoin on Coinbase in the 12 months preceding the date of this prospectus supplement. The trading price of bitcoin was significantly
lower during prior periods, and such decline may occur again in the future.
Bitcoin
does not pay interest or dividends. Bitcoin does not pay interest or other returns and we can only generate cash from our
bitcoin holdings if we sell our bitcoin or implement strategies to create income streams or otherwise generate cash by using our bitcoin
holdings. Even if we pursue any such strategies, we may be unable to create income streams or otherwise generate cash from our bitcoin
holdings, and any such strategies may subject us to additional risks.
Our
bitcoin holdings could significantly impact our financial results and the market price of our common stock. Our bitcoin holdings
may significantly affect our financial results and if we continue to increase our overall holdings of bitcoin in the future, they may
have an even greater impact on our financial results and the market price of our common stock. See “Our historical financial
statements do not reflect the potential variability in earnings that we may experience in the future relating to our bitcoin holdings.”
Our
bitcoin acquisition strategy has not been tested This bitcoin acquisition strategy has not been tested. Although we believe
bitcoin, due to its limited supply, has the potential to serve as a hedge against inflation in the long term, the short-term price of
bitcoin declined in recent periods during which the inflation rate increased. Some investors and other market participants may disagree
with our bitcoin acquisition strategy or actions we undertake to implement it. If bitcoin prices were to decrease or our bitcoin acquisition
strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our common stock would
be materially adversely impacted.
We
will be subject to counterparty risks, including in particular risks relating to our custodians. Although we have implemented
various measures that are designed to mitigate our counterparty risks, including by storing substantially all of the bitcoin we own and
may own in custody accounts at U.S.-based, institutional-grade custodians and negotiating contractual arrangements intended to establish
that our property interest in custodially-held bitcoin is not subject to claims of our custodians’ creditors, applicable insolvency
law is not fully developed with respect to the holding of digital assets in custodial accounts. If our custodially-held bitcoin were
nevertheless considered to be the property of our custodians’ estates in the event that any such custodians were to enter bankruptcy,
receivership or similar insolvency proceedings, we could be treated as a general unsecured creditor of such custodians, inhibiting our
ability to exercise ownership rights with respect to such bitcoin and this may ultimately result in the loss of the value related to
some or all of such bitcoin. Even if we are able to prevent our bitcoin from being considered the property of a custodian’s bankruptcy
estate as part of an insolvency proceeding, it is possible that we would still be delayed or may otherwise experience difficulty in accessing
our bitcoin held by the affected custodian during the pendency of the insolvency proceedings. Any such outcome could have a material
adverse effect on our financial condition and the market price of our common stock.
The
broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of bitcoin.
A series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating
to companies operating in the digital asset industry, including the filings for bankruptcy protection by Three Arrows Capital, Celsius
Network, Voyager Digital, FTX Trading and Genesis Global Capital, the closure or liquidation of certain financial institutions that provided
lending and other services to the digital assets industry, including Signature Bank and Silvergate Bank, SEC enforcement actions against
Coinbase, Inc. and Binance Holdings Ltd., the placement of Prime Trust, LLC into receivership following a cease-and-desist order
issued by Nevada’s Department of Business and Industry, and the filing and subsequent settlement of a civil fraud lawsuit by the
New York Attorney General against Genesis Global Capital, its parent company Digital Currency Group, Inc., and former partner Gemini
Trust Company, have highlighted the counterparty risks applicable to owning and transacting in digital assets. Any similar bankruptcies,
closures, liquidations and other events may not result in any loss or misappropriation of our intended bitcoin holdings, or adversely
impact our access to our bitcoin holdings. Or, any such bankruptcies, closures, liquidations, regulatory enforcement actions or other
events involving participants in the digital assets industry may negatively impact the adoption rate, price, and use of bitcoin, limit
the availability to us of financing collateralized by bitcoin, or create or expose additional counterparty risks.
Changes
in the accounting treatment of our bitcoin holdings could have significant accounting impacts, including increasing the volatility of
our results. In December 2023, the FASB issued ASU 2023-08, which upon our early adoption will require us to measure in-scope crypto assets
(including our bitcoin holdings) at fair value in our statement of financial position, and to recognize gains and losses from changes
in the fair value of our bitcoin in net income each reporting period. ASU 2023-08 will also require us to provide certain interim and
annual disclosures with respect to our bitcoin holdings. While the standard is effective for interim and annual periods beginning January 1,
2025, we early adopted ASU 2023-08, as permitted, upon the first purchase of our bitcoin holdings during December 2024. Due in particular
to the volatility in the price of bitcoin, we expect the adoption of ASU 2023-08 to have a material impact on our financial results in
future periods, increase the volatility of our financial results, and affect the carrying value of our bitcoin on our balance sheet, and
it could also have adverse tax consequences, which in turn could have a material adverse effect on our financial results and the market
price of our common stock.
The broader digital assets
industry, including the technology associated with digital assets, the rate of adoption and development of, and use cases for, digital
assets, market perception of digital assets, and the legal, regulatory, and accounting treatment of digital assets are constantly developing
and changing, and there may be additional risks in the future that are not possible to predict.
Changes
in our ownership of bitcoin could have accounting, regulatory and other impacts. While we currently own bitcoin directly,
we may investigate other potential approaches to owning bitcoin, including indirect ownership (for example, through ownership interests
in a fund that owns bitcoin). If we were to own all or a portion of our bitcoin in a different manner, the accounting treatment for our
bitcoin, our ability to use our bitcoin as collateral for additional borrowings, and the regulatory requirements to which we are subject,
may correspondingly change. For example, the volatile nature of bitcoin may force us to liquidate our holdings to use it as collateral,
which could be negatively effected by any disruptions in the crypto market, and if liquidated, the value of the collateral would not
reflect potential gains in market value of bitcoin, all of which could negatively affect our business and implementation of our bitcoin
strategy.
Bitcoin
and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty.
Bitcoin and other digital
assets are relatively novel and are subject to significant uncertainty, which could adversely impact their price. The application of
state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, and it is possible
that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely
affects the price of bitcoin.
The U.S. federal government,
states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement
or judicial actions, that could materially impact the price of bitcoin or the ability of individuals or institutions such as us to own
or transfer bitcoin. For example, the U.S. executive branch, the SEC, the European Union’s Markets in Crypto Assets Regulation,
among others have been active in recent years, and in the U.K., the Financial Services and Markets Act 2023, or FSMA 2023 became law.
It is not possible to predict whether, or when, any of these developments will lead to Congress granting additional authorities to the
SEC or other regulators, or whether, or when, any other federal, state or foreign legislative bodies will take any similar actions. It
is also not possible to predict the nature of any such additional authorities, how additional legislation or regulatory oversight might
impact the ability of digital asset markets to function or the willingness of financial and other institutions to continue to provide
services to the digital assets industry, nor how any new regulations or changes to existing regulations might impact the value of digital
assets generally and bitcoin specifically. The consequences of increased regulation of digital assets and digital asset activities could
adversely affect the market price of bitcoin and in turn adversely affect the market price of our common stock.
Moreover, the risks of engaging
in a bitcoin 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 bitcoin in particular, may also impact the price of bitcoin and is subject
to a high degree of uncertainty. The pace of worldwide growth in the adoption and use of bitcoin may depend, for instance, on public
familiarity with digital assets, ease of buying, accessing or gaining exposure to bitcoin, institutional demand for bitcoin as an investment
asset, the participation of traditional financial institutions in the digital assets industry, consumer demand for bitcoin as a means
of payment, and the availability and popularity of alternatives to bitcoin. Even if growth in bitcoin adoption occurs in the near or
medium-term, there is no assurance that bitcoin usage will continue to grow over the long-term.
Because bitcoin has no physical
existence beyond the record of transactions on the bitcoin blockchain, a variety of technical factors related to the bitcoin blockchain
could also impact the price of bitcoin. For example, malicious attacks by miners, inadequate mining fees to incentivize validating of
bitcoin transactions, hard “forks” of the bitcoin blockchain into multiple blockchains, and advances in digital computing,
algebraic geometry, and quantum computing could undercut the integrity of the bitcoin blockchain and negatively affect the price of bitcoin.
The liquidity of bitcoin may also be reduced and damage to the public perception of bitcoin may occur, if financial institutions were
to deny or limit banking services to businesses that hold bitcoin, provide bitcoin-related services or accept bitcoin as payment, which
could also decrease the price of bitcoin. Similarly, the open-source nature of the bitcoin blockchain means the contributors and developers
of the bitcoin blockchain are generally not directly compensated for their contributions in maintaining and developing the blockchain,
and any failure to properly monitor and upgrade the bitcoin blockchain could adversely affect the bitcoin blockchain and negatively affect
the price of bitcoin.
Recent actions by U.S. banking
regulators have reduced the ability of bitcoin-related services providers to gain access to banking services and liquidity of bitcoin
may also be impacted to the extent that changes in applicable laws and regulatory requirements negatively impact the ability of exchanges
and trading venues to provide services for bitcoin and other digital assets.
Regulatory change reclassifying bitcoin
as a security could lead to our classification as an “investment company” under the Investment Company Act of 1940, as amended,
or the 1940 Act, and could adversely affect the market price of bitcoin and the market price of our common stock.
Under Sections 3(a)(1)(A) and
(C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if
(1) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting
or trading in securities or (2) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or
trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total
assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment
company,” as such term is defined in the 1940 Act, and are not registered as an “investment company” under the 1940
Act as of the date of this prospectus supplement.
While senior SEC officials
have stated their view that bitcoin is not a “security” for purposes of the federal securities laws, a contrary determination
by the SEC could lead to our classification as an “investment company” under the 1940 Act, if the portion of our assets consists
of investments in bitcoins exceeds 40% safe harbor limits prescribed in the 1940 Act, which would subject us to significant additional
regulatory controls that could have a material adverse effect on our business and operations and may also require us to change the manner
in which we conduct our business.
We monitor our assets and
income for compliance under the 1940 Act and seek to conduct our business activities in a manner such that we do not fall within its
definitions of “investment company” or that we qualify under one of the exemptions or exclusions provided by the 1940 Act
and corresponding SEC regulations. If bitcoin is determined to constitute a security for purposes of the federal securities laws, we
would take steps to reduce the percentage of bitcoins that constitute investment assets under the 1940 Act. These steps may include,
among others, selling bitcoins that we might otherwise hold for the long term and deploying our cash in non-investment assets, and we
may be forced to sell our bitcoins at unattractive prices. We may also seek to acquire additional non-investment assets to maintain compliance
with the 1940 Act, and we may need to incur debt, issue additional equity or enter into other financing arrangements that are not otherwise
attractive to our business. Any of these actions could have a material adverse effect on our results of operations and financial condition.
Moreover, we can make no assurance that we would successfully be able to take the necessary steps to avoid being deemed to be an investment
company in accordance with the safe harbor. If we were unsuccessful, and if bitcoin is determined to constitute a security for purposes
of the federal securities laws, then we would have to register as an investment company, and the additional regulatory restrictions imposed
by 1940 Act could adversely affect the market price of bitcoin and in turn adversely affect the market price of our common stock.
We
may be subject to regulatory developments related to crypto assets and crypto asset markets, which could adversely affect our business,
financial condition, and results of operations.
As bitcoin and other digital
assets are relatively novel and the application of state and federal securities laws and other laws and regulations to digital assets
is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing
laws and regulations in a manner that adversely affects the price of bitcoin. The U.S. federal government, states, regulatory agencies,
and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that
could materially impact the price of bitcoin or the ability of individuals or institutions such as us to own or transfer bitcoin. For
examples, see “— Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory
and technical uncertainty” above.
If bitcoin is determined
to constitute a security for purposes of the federal securities laws, the additional regulatory restrictions imposed by such a determination
could adversely affect the market price of bitcoin and in turn adversely affect the market price of our common stock. See “—
Regulatory change reclassifying bitcoin as a security could lead to our classification as an “investment company” under the
Investment Company Act of 1940, as amended, or the 1940 Act, and could adversely affect the market price of bitcoin and the market price
of our common stock” above. Moreover, the risks of us engaging in a bitcoin treasury strategy have created, and could continue
to create, complications due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased
costs of director and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future.
Our current and intended bitcoin holdings
are and may be less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to
the same extent as cash and cash equivalents.
Historically, the bitcoin
markets have been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies
markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance
and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and decentralized
network. During times of market instability, we may not be able to sell our bitcoin at favorable prices or at all. For example, a number
of bitcoin trading venues temporarily halted deposits and withdrawals in 2022. As a result, our bitcoin holdings may not be able to serve
as a source of liquidity for us to the same extent as cash and cash equivalents. Further, bitcoin we may hold with our custodians and
transact with our trade execution partners may not enjoy the same protections as are available to cash or securities deposited with or
transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.
Additionally, we may be unable to enter into term loans or other capital raising transactions collateralized by our unencumbered bitcoin
or otherwise generate funds using our bitcoin holdings, including in particular during times of market instability or when the price
of bitcoin has declined significantly. If we are unable to sell our bitcoin, enter into additional capital raising transactions using
bitcoin as collateral, or otherwise generate funds using our bitcoin holdings, or if we are forced to sell our bitcoin at a significant
loss, in order to meet our working capital requirements, our business and financial condition could be negatively impacted.
Due to the unregulated nature and lack
of transparency surrounding the operations of many bitcoin trading venues, bitcoin trading venues may experience greater fraud, security
failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of
confidence in bitcoin trading venues and adversely affect the value of our bitcoin
Bitcoin trading venues are
relatively new and, in many cases, unregulated. Furthermore, there are many bitcoin trading venues which do not provide the public with
significant information regarding their ownership structure, management teams, corporate practices and regulatory compliance. As a result,
the marketplace may lose confidence in bitcoin trading venues, including prominent exchanges that handle a significant volume of bitcoin
trading and/or are subject to regulatory oversight, in the event one or more bitcoin trading venues cease or pause for a prolonged period
the trading of bitcoin or other digital assets, or experience fraud, significant volumes of withdrawal, security failures or operational
problems.
In 2019 there were reports
claiming that 80-95% of bitcoin trading volume on trading venues was false or non-economic in nature, with specific focus on unregulated
exchanges located outside of the United States. The SEC also alleged as part of its June 5, 2023, complaint that Binance Holdings
Ltd. committed strategic and targeted “wash trading” through its affiliates to artificially inflate the volume of certain
digital assets traded on its exchange. The SEC has also brought recent actions against individuals and digital asset market participants
alleging such persons artificially increased trading volumes in certain digital assets through wash trades, or repeated buying and selling
of the same assets in fictitious transactions to manipulate their underlying trading price. Such reports and allegations may indicate
that the bitcoin market is significantly smaller than expected and that the United States makes up a significantly larger percentage
of the bitcoin market than is commonly understood. Any actual or perceived false trading in the bitcoin market, and any other fraudulent
or manipulative acts and practices, could adversely affect the value of our bitcoin. Negative perception, a lack of stability in the
broader bitcoin markets and the closure, temporary shutdown or operational disruption of bitcoin trading venues, lending institutions,
institutional investors, institutional miners, custodians, or other major participants in the bitcoin ecosystem, due to fraud, business
failure, cybersecurity events, government-mandated regulation, bankruptcy, or for any other reason, may result in a decline in confidence
in bitcoin and the broader bitcoin ecosystem and greater volatility in the price of bitcoin. For example, in 2022, each of Celsius Network,
Voyager Digital, Three Arrows Capital, FTX, and BlockFi filed for bankruptcy, following which the market prices of bitcoin and other
digital assets significantly declined. In addition, in June 2023, the SEC announced enforcement actions against Coinbase, Inc.,
and Binance Holdings Ltd., two providers of large trading venues for digital assets, which similarly was followed by a decrease in the
market price of bitcoin and other digital assets. These were followed in November 2023, by an SEC enforcement action against Payward
Inc. and Payward Ventures Inc., together known as Kraken, another large trading venue for digital assets. The price of our common stock
may be affected by the value of our bitcoin holdings, the failure of a major participant in the bitcoin ecosystem could have a material
adverse effect on the market price of our common stock.
If we or our third-party service providers
experience a security breach or cyberattack and unauthorized parties obtain access to our bitcoin, or if our private keys are lost or
destroyed, or other similar circumstances or events occur, we may lose some or all of our bitcoin and our financial condition and results
of operations could be materially adversely affected.
Currently, we intend to hold
any bitcoin we may own, in custody accounts at U.S.-based institutional-grade digital asset custodians. Security breaches and cyberattacks
are of particular concern with respect to our bitcoin. Bitcoin and other blockchain-based cryptocurrencies and the entities that provide
services to participants in the bitcoin ecosystem have been, and may in the future be, subject to security breaches, cyberattacks, or
other malicious activities. For example, in October 2021 it was reported that hackers exploited a flaw in the account recovery process
and stole from the accounts of at least 6,000 customers of the Coinbase exchange, although the flaw was subsequently fixed and Coinbase
reimbursed affected customers. Similarly, in November 2022, hackers exploited weaknesses in the security architecture of the FTX
Trading digital asset exchange and reportedly stole over $400 million in digital assets from customers. A successful security breach
or cyberattack could result in:
| · |
a partial or total loss
of our bitcoin in a manner that may not be covered by insurance or the liability provisions of the custody agreements with the custodians
who hold our bitcoin; |
| · |
harm to our reputation
and brand; |
| · |
improper disclosure of
data and violations of applicable data privacy and other laws; or |
| · |
significant regulatory
scrutiny, investigations, fines, penalties, and other legal, regulatory, contractual and financial exposure. |
Further, any actual or perceived
data security breach or cybersecurity attack directed at other companies with digital assets or companies that operate digital asset
networks, regardless of whether we are directly impacted, could lead to a general loss of confidence in the broader bitcoin blockchain
ecosystem or in the use of the bitcoin network to conduct financial transactions, which could negatively impact us.
Attacks upon systems across
a variety of industries, including industries related to bitcoin, are increasing in frequency, persistence, and sophistication, and,
in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors. 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 bitcoin industry, including third-party services
on which we rely, could materially and adversely affect our financial condition and results of operations.
Bitcoin is a highly volatile asset, and
fluctuations in the price of bitcoin are likely to influence our financial results and the market price of our common stock.
Bitcoin is a highly volatile
asset, and fluctuations in the price of bitcoin are likely to influence our financial results and the market price of our common stock.
Our financial results and the market price of our common stock would be adversely affected, and our business and financial condition
would be negatively impacted, if the price of bitcoin decreased substantially (as it has in the past, such as during 2022), including
as a result of:
| |
· |
decreased user and investor
confidence in bitcoin, including due to the various factors described herein; |
| |
· |
investment and trading
activities, such as (i) trading activities of highly active retail and institutional users, speculators, miners and investors,
(ii) actual or expected significant dispositions of bitcoin by large holders, and (iii) actual or perceived manipulation
of the spot or derivative markets for bitcoin or spot bitcoin ETPs; |
| |
· |
negative publicity, media
or social media coverage, or sentiment due to events in or relating to, or perception of, bitcoin or the broader digital assets industry,
for example, (i) public perception that bitcoin can be used as a vehicle to circumvent sanctions, including sanctions imposed
on Russia or certain regions related to the ongoing conflict between Russia and Ukraine, or to fund criminal or terrorist activities,
such as the purported use of digital assets by Hamas to fund its terrorist attack against Israel in October 2023; (ii) expected
or pending civil, criminal, regulatory enforcement or other high profile actions against major participants in the bitcoin ecosystem,
including the SEC’s enforcement actions against Coinbase, Inc. and Binance Holdings Ltd.; (iii) additional filings
for bankruptcy protection or bankruptcy proceedings of major digital asset industry participants, such as the bankruptcy proceeding
of FTX Trading and its affiliates; and (iv) the actual or perceived environmental impact of bitcoin and related activities,
including environmental concerns raised by private individuals, governmental and non-governmental organizations, and other actors
related to the energy resources consumed in the bitcoin mining process; |
| |
· |
changes in consumer preferences
and the perceived value or prospects of bitcoin; |
| |
· |
competition from other
digital assets that exhibit better speed, security, scalability, or energy efficiency, that feature other more favored characteristics,
that are backed by governments, including the U.S. government, or reserves of fiat currencies, or that represent ownership or security
interests in physical assets; |
| |
· |
a decrease in the price
of other digital assets, including stablecoins, or the crash or unavailability of stablecoins that are used as a medium of exchange
for bitcoin purchase and sale transactions, such as the crash of the stablecoin Terra USD in 2022, to the extent the decrease in
the price of such other digital assets or the unavailability of such stablecoins may cause a decrease in the price of bitcoin or
adversely affect investor confidence in digital assets generally; |
| |
· |
the identification of Satoshi
Nakamoto, the pseudonymous person or persons who developed bitcoin, or the transfer of substantial amounts of bitcoin from bitcoin
wallets attributed to Mr. Nakamoto or other “whales” that hold significant amounts of bitcoin; |
| |
· |
disruptions, failures,
unavailability, or interruptions in service of trading venues for bitcoin, such as, for example, the announcement by the digital
asset exchange FTX Trading that it would freeze withdrawals and transfers from its accounts and subsequent filing for bankruptcy
protection and the recent SEC enforcement action brought against Binance Holdings Ltd., which initially sought to freeze all of its
assets during the pendency of the enforcement action; |
| |
· |
the filing for bankruptcy
protection by, liquidation of, or market concerns about the financial viability of digital asset custodians, trading venues, lending
platforms, investment funds, or other digital asset industry participants, such as the filing for bankruptcy protection by digital
asset trading venues FTX Trading and BlockFi and digital asset lending platforms Celsius Network and Voyager Digital Holdings in
2022, the ordered liquidation of the digital asset investment fund Three Arrows Capital in 2022, the announced liquidation of Silvergate
Bank in 2023, the government-mandated closure and sale of Signature Bank in 2023, the placement of Prime Trust, LLC into receivership
following a cease-and-desist order issued by the Nevada Department of Business and Industry in 2023, and the exit of Binance Holdings
Ltd. from the U.S. market as part of its settlement with the Department of Justice and other federal regulatory agencies; |
| |
· |
regulatory, legislative,
enforcement and judicial actions that adversely affect the price, ownership, transferability, trading volumes, legality or public
perception of bitcoin, or that adversely affect the operations of or otherwise prevent digital asset custodians, trading venues,
lending platforms or other digital assets industry participants from operating in a manner that allows them to continue to deliver
services to the digital assets industry; |
| |
· |
further reductions in mining
rewards of bitcoin, including block reward halving events, which are events that occur after a specific period of time that reduce
the block reward earned by “miners” who validate bitcoin transactions, or increases in the costs associated with bitcoin
mining, including increases in electricity costs and hardware and software used in mining, that may cause a decline in support for
the Bitcoin network; |
| |
· |
transaction congestion
and fees associated with processing transactions on the bitcoin network; |
| |
· |
macroeconomic changes,
such as changes in the level of interest rates and inflation, fiscal and monetary policies of governments, trade restrictions, and
fiat currency devaluations; |
| |
· |
developments in mathematics
or technology, including in digital computing, algebraic geometry and quantum computing, that could result in the cryptography used
by the bitcoin blockchain becoming insecure or ineffective; and |
| |
· |
changes in national and
international economic and political conditions, including, without limitation, the adverse impact attributable to the economic and
political instability caused by the current conflict between Russia and Ukraine and the economic sanctions adopted in response to
the conflict, and the potential broadening of the Israel-Hamas conflict to other countries in the Middle East. |
Our historical financial statements do
not reflect the potential variability in earnings that we may experience in the future relating to our bitcoin holdings.
Our historical financial
statements do not reflect the potential variability in earnings that we may experience in the future from holding or selling significant
amounts of bitcoin.
The price of bitcoin has
historically been subject to dramatic price fluctuations and is highly volatile. We expect to determine the fair value of our bitcoin
based on quoted (unadjusted) prices on the Coinbase exchange, and following early adoption of ASU 2023-08, will be required to measure
our bitcoin holdings at fair value in our statement of financial position, and to recognize gains and losses from changes in the fair
value of our bitcoin in net income each reporting period, which may create significant volatility in our reported earnings and decrease
the carrying value of our digital assets, which in turn could have a material adverse effect on the market price of our common stock.
Conversely, any sale of bitcoins at prices above our carrying value for such assets creates a gain for financial reporting purposes even
if we would otherwise incur an economic or tax loss with respect to such transaction, which also may result in significant volatility
in our reported earnings.
Due in particular to the
volatility in the price of bitcoin, we expect our early adoption of ASU 2023-08 to increase the volatility of our financial results and
it could significantly affect the carrying value of our bitcoin on our balance sheet. As of the date of this prospectus, we held an aggregate
430 bitcoins, which we acquired for approximately $42.0 million, inclusive of fees and expenses, compared to a carrying of no digital
assets at September 30, 2024 and $912,417 in cash and cash equivalents.
Because we intend to purchase
additional bitcoin in future periods and increase our overall holdings of bitcoin, we expect that the proportion of our total assets
represented by our bitcoin holdings will increase in the future. As a result, and in particular with respect to the quarterly periods
and full fiscal year with respect to which ASU 2023-08 will apply, and for all future periods, volatility in our earnings may be significantly
more than what we experienced in prior periods.
The availability of spot bitcoin ETPs may
adversely affect the market price of our common stock.
Although bitcoin and other
digital assets have experienced a surge of investor attention since bitcoin was invented in 2008, until recently investors in the United
States had limited means to gain direct exposure to bitcoin through traditional investment channels, and instead generally were only
able to hold bitcoin through “hosted” wallets provided by digital asset service providers or through “unhosted”
wallets that expose the investor to risks associated with loss or hacking of their private keys. Given the relative novelty of digital
assets, general lack of familiarity with the processes needed to hold bitcoin directly, as well as the potential reluctance of financial
planners and advisers to recommend direct bitcoin holdings to their retail customers because of the manner in which such holdings are
custodied, some investors have sought exposure to bitcoin through investment vehicles that hold bitcoin and issue shares representing
fractional undivided interests in their underlying bitcoin holdings. These vehicles, which were previously offered only to “accredited
investors” on a private placement basis, have in the past traded at substantial premiums to net asset value, or NAV, possibly due
to the relative scarcity of traditional investment vehicles providing investment exposure to bitcoin.
On January 10, 2024,
the SEC approved the listing and trading of spot bitcoin ETPs, the shares of which can be sold in public offerings and are traded on
U.S. national securities exchanges. The approved ETPs commenced trading directly to the public on January 11, 2024, with a trading
volume of approximately $4.6 billion on the first trading day. To the extent investors view our common stock as providing exposure to bitcoin,
it is possible that the value of our common stock may also have included a premium over the value of our bitcoin due to the prior scarcity
of traditional investment vehicles providing investment exposure to bitcoin, and that the value declined due to investors now having
a greater range of options to gain exposure to bitcoin and investors choosing to gain such exposure through ETPs rather than our common
stock.
Although we are an operating
company providing technology solutions, and we believe we
offer a different value proposition than a passive bitcoin investment vehicle such as a spot bitcoin ETP, investors may nevertheless
view our common stock as an alternative to an investment in an ETP, and choose to purchase shares of a spot bitcoin ETP instead of our
common stock. They may do so for a variety of reasons, including if they believe that ETPs offer a “pure play” exposure to
bitcoin that is generally not subject to federal income tax at the entity level as we are, or the other risk factors applicable to an
operating business, such as ours. Additionally, unlike spot bitcoin ETPs, we (i) do not seek for our shares of common stock to track
the value of the underlying bitcoin we hold before payment of expenses and liabilities, (ii) do not benefit from various exemptions
and relief under the Securities Exchange Act of 1934, as amended, or the Exchange Act, including Regulation M, and other securities laws,
which enable spot bitcoin ETPs to continuously align the value of their shares to the price of the underlying bitcoin they hold through
share creation and redemption, (iii) are a Delaware corporation rather than a statutory trust, and do not operate pursuant to a
trust agreement that would require us to pursue one or more stated investment objectives, and (iv) are not required to provide daily
transparency as to our bitcoin holdings or our daily NAV. Furthermore, recommendations by broker-dealers to buy, hold, or sell complex
products and non-traditional ETPs, or an investment strategy involving such products, may be subject to additional or heightened scrutiny
that would not be applicable to broker-dealers making recommendations with respect to our common stock. Based on how we are viewed in
the market relative to ETPs, and other vehicles that offer economic exposure to bitcoin, such as bitcoin futures ETFs and leveraged bitcoin
futures ETFs, any premium or discount in our common stock relative to the value of our bitcoin holdings may increase or decrease in different
market conditions.
As a result of the foregoing
factors, availability of spot bitcoin ETPs on U.S. national securities exchanges could have a material adverse effect on the market price
of our common stock.
Our bitcoin treasury strategy subjects us to enhanced regulatory
oversight.
As noted above, several spot
bitcoin ETPs have received approval from the SEC to list their shares on a U.S. national securities exchange with continuous share creation
and redemption at NAV. Even though we are not, and do not function in the manner of, a spot bitcoin ETP, it is possible that we nevertheless
could face regulatory scrutiny from the SEC or other federal or state agencies due to our bitcoin holdings.
In addition, there has been
increasing focus on the extent to which digital assets can be used to launder the proceeds of illegal activities, fund criminal or terrorist
activities, or circumvent sanctions regimes, including those sanctions imposed in response to the ongoing conflict between Russia and
Ukraine. While we have implemented and maintain policies and procedures reasonably designed to promote compliance with applicable anti-money
laundering and sanctions laws and regulations and take care to only acquire our bitcoin through entities subject to anti-money laundering
regulation and related compliance rules in the United States, if we are found to have purchased any of our bitcoin from bad actors
that have used bitcoin to launder money or persons subject to sanctions, we may be subject to regulatory proceedings and any further
transactions or dealings in bitcoin by us may be restricted or prohibited.
We may consider issuing debt
or other financial instruments that may be collateralized by our bitcoin holdings. We may also consider pursuing strategies to create
income streams or otherwise generate funds using our bitcoin holdings. These types of bitcoin-related transactions are the subject of
enhanced regulatory oversight. These and any other bitcoin-related transactions we may enter into, beyond simply acquiring and holding
bitcoin, may subject us to additional regulatory compliance requirements and scrutiny, including under federal and state money services
regulations, money transmitter licensing requirements and various commodity and securities laws and regulations.
Additional laws, guidance
and policies may be issued by domestic and foreign regulators following the filing for Chapter 11 bankruptcy protection by FTX Trading,
one of the world’s largest cryptocurrency exchanges, in November 2022. U.S. and foreign regulators have also increased, and
are highly likely to continue to increase, enforcement activity, and are likely to adopt new regulatory requirements in response to FTX
Trading’s collapse. Increased enforcement activity and changes in the regulatory environment, including changing interpretations
and the implementation of new or varying regulatory requirements by the government or any new legislation affecting bitcoin, as well
as enforcement actions involving or impacting our trading venues, counterparties and custodians, may impose significant costs or significantly
limit our ability to hold and transact in bitcoin.
In addition, private actors
that are wary of bitcoin or the regulatory concerns associated with bitcoin may in the future take further actions that may have an adverse
effect on our business or the market price of our common stock.
The concentration of our holdings in a
single digital asset, enhances the risks inherent in our bitcoin treasury strategy.
As of the date of this prospectus,
we held an aggregate 430 bitcoins, which we acquired for approximately $42.0 million, inclusive of fees and expenses, and we intend to
purchase additional bitcoin and increase our overall holdings of bitcoin in the future. Currently we have our treasury reserve asset
investments highly concentrated in a single asset, bitcoin. The concentration of our bitcoin holdings limits the risk mitigation that
we could take advantage of by purchasing a more diversified portfolio of treasury assets, and the absence of diversification enhances
the risks inherent in our bitcoin acquisition strategy. Any future significant declines in the price of bitcoin would have, a more pronounced
impact on our financial condition than if we used our cash to purchase a more diverse portfolio of assets.
From time to time, we may
enter into certain hedging transactions to mitigate our exposure to specific economic conditions that are particularly volatile, including
the market price of Bitcoin. Engaging in hedging transactions may expose us to risks associated with such transactions. Hedging against
a decline in the values of portfolio investments caused by interest rate risk or volatile Bitcoin market prices does not eliminate the
possibility of fluctuations in the values of such positions or prevent losses if the values of such positions decline for other reasons.
Such hedging transactions may also limit the opportunity for gain if the values of the portfolio investments should increase. Moreover,
it may not be possible to hedge against a particular fluctuation that is so generally anticipated by the markets that a hedging transaction
at an acceptable price is unavailable. In light of these and other factors, we may not be successful in mitigating our exposure to volatile
economic conditions through any hedging transactions we undertake.
The emergence or growth of other digital
assets, including those with significant private or public sector backing, could have a negative impact on the price of bitcoin and adversely
affect our financial condition and results of operations.
As a result of our bitcoin
treasury strategy, the majority of our cash is now concentrated in our bitcoin holdings. Accordingly, the emergence or growth of digital
assets other than bitcoin may have a material adverse effect on our financial condition. While bitcoin is the largest digital asset by
market capitalization as of the date of this prospectus there are numerous alternative digital assets and many entities, including consortiums
and financial institutions, are researching and investing resources into private or permissioned blockchain platforms or digital assets
that do not use proof-of-work mining like the bitcoin network. For example, in late 2022, the Ethereum network transitioned to a “proof-of-stake”
mechanism for validating transactions that requires significantly less computing power than proof-of-work mining. The Ethereum network
has completed another major upgrade since then and may undertake additional upgrades in the future. If the mechanisms for validating
transactions in Ethereum and other alternative digital assets are perceived as superior to proof-of-work mining, those digital assets
could gain market share relative to bitcoin.
Other alternative digital
assets that compete with bitcoin in certain ways include “stablecoins,” which are designed to maintain a constant price because
of, for instance, their issuers’ promise to hold high-quality liquid assets (such as U.S. dollar deposits and short-term U.S. treasury
securities) equal to the total value of stablecoins in circulation. Stablecoins have grown rapidly as an alternative to bitcoin and other
digital assets as a medium of exchange and store of value, particularly on digital asset trading platforms. As of the date of this prospectus,
two of the ten largest digital assets by market capitalization are U.S. dollar-backed stablecoins.
Additionally, central banks
in some countries have started to introduce digital forms of legal tender. For example, China’s CBDC project was made available
to consumers in January 2022, and governments including the United States, the European Union, and Israel have been discussing the
potential creation of new CBDCs. Whether or not they incorporate blockchain or similar technology, CBDCs, as legal tender in the issuing
jurisdiction, could also compete with, or replace, bitcoin and other digital assets as a medium of exchange or store of value. As a result,
the emergence or growth of these or other digital assets could cause the market price of bitcoin to decrease, which could have a material
adverse effect on our financial condition, and operating results.
We face risks relating to the custody of
our bitcoin, including the loss or destruction of private keys required to access our bitcoin and cyberattacks or other data loss relating
to our bitcoin.
We hold our bitcoin with
regulated custodians that have duties to safeguard our private keys. Our custodial services contracts do not restrict our ability to
reallocate our bitcoin among our custodians, and our bitcoin holdings may be concentrated with a single custodian from time to time.
In light of the significant amount of bitcoin we hold, we continually seek to engage additional custodians to achieve a greater degree
of diversification in the custody of our bitcoin as the extent of potential risk of loss is dependent, in part, on the degree of diversification.
If there is a decrease in the availability of digital asset custodians that we believe can safely custody our bitcoin, for example, due
to regulatory developments or enforcement actions that cause custodians to discontinue or limit their services in the United States,
we may need to enter into agreements that are less favorable than our current agreements or take other measures to custody our bitcoin,
and our ability to seek a greater degree of diversification in the use of custodial services would be materially adversely affected.
In addition, holding our bitcoin with regulated custodians could affect the availability of receiving digital assets that may result
from “forks” of the bitcoin blockchain if our custodians are unable to support or otherwise provide us with such digital
assets, thereby reducing the amount of digital assets we may hold as a result.
The insurance that covers
losses of our bitcoin holdings may cover only a small fraction of the value of the entirety of our bitcoin holdings, and there can be
no guarantee that such insurance will be maintained as part of the custodial services we have or that such coverage will cover losses
with respect to our bitcoin. Moreover, our use of custodians exposes us to the risk that the bitcoin our custodians hold on our behalf
could be subject to insolvency proceedings and we could be treated as a general unsecured creditor of the custodian, inhibiting our ability
to exercise ownership rights with respect to such bitcoin. Any loss associated with such insolvency proceedings is unlikely to be covered
by any insurance coverage we maintain related to our bitcoin.
Bitcoin is controllable only
by the possessor of both the unique public key and private key(s) relating to the local or online digital wallet in which the bitcoin
is held. While the bitcoin blockchain ledger requires a public key relating to a digital wallet to be published when used in a transaction,
private keys must be safeguarded and kept private in order to prevent a third party from accessing the bitcoin held in such wallet. To
the extent the private key(s) for a digital wallet are lost, destroyed, or otherwise compromised and no backup of the private key(s) is
accessible, neither we nor our custodians will be able to access the bitcoin held in the related digital wallet. Furthermore, we cannot
provide assurance that our digital wallets, nor the digital wallets of our custodians held on our behalf, will not be compromised as
a result of a cyberattack. The bitcoin and blockchain ledger, as well as other digital assets and blockchain technologies, have been,
and may in the future be, subject to security breaches, cyberattacks, or other malicious activities.
Our bitcoin treasury strategy exposes us
to risk of non-performance by counterparties.
Our bitcoin treasury strategy
exposes us to the risk of non-performance by counterparties, whether contractual or otherwise. Risk of non-performance includes inability
or refusal of a counterparty to perform because of a deterioration in the counterparty’s financial condition and liquidity or for
any other reason. For example, our execution partners, custodians, or other counterparties might fail to perform in accordance with the
terms of our agreements with them, which could result in a loss of bitcoin, a loss of the opportunity to generate funds, or other losses.
Our primary counterparty
risk with respect to our bitcoin is custodian performance obligations under the various custody arrangements we have entered into. A
series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies
operating in the digital asset industry, the closure or liquidation of certain financial institutions that provided lending and other
services to the digital assets industry, SEC enforcement actions against other providers, or placement into receivership or civil fraud
lawsuit against digital asset industry participants have highlighted the perceived and actual counterparty risk applicable to digital
asset ownership and trading. Although these bankruptcies, closures and liquidations have not adversely impacted our bitcoin (which was
only recently acquired), legal precedent created in these bankruptcy and other proceedings may increase the risk of future rulings adverse
to our interests in the event one or more of our custodians becomes a debtor in a bankruptcy case or is the subject of other liquidation,
insolvency or similar proceedings.
While our custodians are
subject to regulatory regimes intended to protect customers in the event of a custodial bankruptcy, receivership or similar insolvency
proceeding, no assurance can be provided that our custodially-held bitcoin will not become part of the custodian’s insolvency estate
if one or more of our custodians enters bankruptcy, receivership or similar insolvency proceedings. Additionally, if we pursue any strategies
to create income streams or otherwise generate funds using our bitcoin holdings, we would become subject to additional counterparty risks.
Any significant non-performance by counterparties, including in particular the custodians with which we custody substantially all of
our bitcoin, could have a material adverse effect on our business, prospects, financial condition, and operating results.
USE OF PROCEEDS
We intend to use the net
proceeds from the sale of the common stock as set forth in the applicable prospectus supplement.
DESCRIPTION OF CAPITAL STOCK
General
The following description
of our capital stock, together with any additional information we include in any applicable prospectus supplement or any related free
writing prospectus, summarizes the material terms and provisions of our common stock and the preferred stock that we may offer under
this prospectus. While the terms we have summarized below will apply generally to any future common stock or preferred stock that we
may offer, we will describe the particular terms of any class or series of these securities in more detail in the applicable prospectus
supplement. For the complete terms of our common stock and preferred stock, please refer to our articles of incorporation and our bylaws
that are incorporated by reference into the registration statement of which this prospectus is a part. The summary below and that contained
in any applicable prospectus supplement or any related free writing prospectus are qualified in their entirety by reference to our articles
of incorporation and our bylaws.
Authorized Capital Stock
Our authorized capital stock
consists of 500,000,000 shares of common stock, par value $0.0001 per share, and 20,000,000 shares of preferred stock, par value $0.0001
per share.
Common Stock
As of the date of this prospectus,
there are 273,685,229 and 273,554,067 shares of common stock issued and outstanding, respectively. The outstanding shares of common
stock are validly issued, fully paid and nonassessable.
Voting
Rights. Each holder of our common stock is entitled to one vote per share on all matters on which stockholders are generally
entitled to vote. Our certificate of incorporation does not provide for cumulative voting in the election of directors.
Dividends.
Subject to the preferential rights, if any, of the holders of any outstanding series of our preferred stock, holders of shares
of our common stock are entitled to receive dividends out of any of our funds legally available when, as and if declared by our Board
of Directors (our “Board”). The timing, declaration, amount and payment of future dividends depend upon our financial condition,
earnings, capital requirements and debt service obligations, as well as legal requirements, regulatory constraints, industry practice
and other factors that our Board deems relevant.
Liquidation.
If we liquidate, dissolve or wind up our affairs, holders of our common stock will be entitled to share proportionately in
our assets available for distribution to stockholders, subject to the preferential liquidation rights, if any, of the holders of any
outstanding series of our preferred stock.
Other
Rights. The holders of our common stock have no preemptive rights and no rights to convert their common stock into any other
securities, and our common stock is not subject to any redemption or sinking fund provisions.
Preferred Stock
As of the date of this prospectus, we had preferred stock designated
as follows: 1,000,000 shares designated as Series A Preferred Stock, of which all 1,000,000 are issued and outstanding and which
are held by our Chief Executive Officer, Michael Mo; 31,000 shares designated as Series B Convertible Preferred Stock (of which none
were outstanding); 400 shares designated as Series C Preferred Stock (of which none were outstanding); and 650 shares designated
as Series D Preferred Stock (of which none were outstanding).
The Series A Preferred
Stock is not convertible into any series or class of stock of the Company. In addition, holders of the Series A Preferred Stock
are not entitled to receive dividends, nor do they have rights to distribution from the assets of the Company in the event of any liquidation,
dissolution, or winding up of the Company. Each record holder of Series A Preferred Stock shall have the right to vote on any matter
with holders of the Company’s common stock and other securities entitled to vote, if any, voting together as a single class. Each
record holder of Series A Preferred Stock has that number of votes equal to one-hundred (100) votes per share of Series A Preferred
Stock held by such holder.
Under our certificate of
incorporation and subject to the limitations prescribed by law, our Board, without stockholder approval, may issue our preferred stock
in one or more series, and may establish from time to time the number of shares to be included in such series and may fix the designation,
powers, privileges, preferences and relative participating, optional or other rights, if any, of the shares of each such series and any
qualifications, limitations or restrictions thereof.
When and if we issue additional
shares of preferred stock, we will establish the applicable preemptive rights, dividend rights, voting rights, conversion privileges,
redemption rights, sinking fund rights, rights upon voluntary or involuntary liquidation, dissolution or winding up and any other relative
rights, preferences and limitations for the particular preferred stock series.
Our Board of Directors may
authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights
of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions
and other corporate purposes could, under some circumstances, have the effect of delaying, deferring or preventing a change-in-control
of the Company.
Anti-Takeover Effects of Provisions of Delaware
Law, Our Certificate of incorporation and By-laws
Delaware statutory law and
our certificate of incorporation and by-laws contain provisions that could make acquisition of our Company by means of a tender offer,
a proxy contest or otherwise more difficult. These provisions are intended to discourage certain types of coercive takeover practices
and takeover bids that our Board may consider inadequate and to encourage persons seeking to acquire control of us to first negotiate
with our Board. We believe that the benefits of increased protection of our ability to negotiate with the proponent of an unfriendly
or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because,
among other things, negotiation of these proposals could result in an improvement of their terms. The description of our certificate
of incorporation and by-laws set forth below is only a summary and is qualified in its entirety by reference to our certificate of incorporation
and by-laws, which have been filed as exhibits to our most recent Annual Report on Form 10-K.
Blank
Check Preferred Stock. Our certificate of incorporation permits us to issue, without any further vote or action by the stockholders,
up to 20,000,000 shares of preferred stock in one or more series and, with respect to each such series, to fix the number of shares constituting
the series and the designation of the series, the voting powers (if any) of the shares of the series, and the preferences and relative,
participating, optional and other rights, if any, and any qualifications, limitations or restrictions, of the shares of such series.
The ability to issue such preferred stock could discourage potential acquisition proposals and could delay or prevent a change in control.
Number
of Directors; Filling Vacancies; Removal. Our certificate of incorporation and by-laws provide that the Board will consist
of not less than one member, with the exact number of directors to be fixed exclusively by the Board. In addition, our certificate of
incorporation and by-laws provide that a board vacancy resulting from the death, resignation, disqualification or removal of a director
or other cause, as well as a vacancy resulting from an increase in the number of directors, may be filled solely by the affirmative vote
of a majority of the remaining directors then in office even though that may be less than a quorum of the Board.
Special
Meetings. Our certificate of incorporation and by-laws provide that special meetings of the stockholders may only be called
by our Board, certain officers of our Company or two-thirds or more in amount, of each class or series of the capital stock of our Company
entitled to vote at such meeting on the matters that are the subject of the proposed meeting. These provisions may make it more difficult
for stockholders to take an action opposed by our Board.
Section 203
of the Delaware General Corporation Law. Section 203 of the DGCL provides that, subject to certain specified exceptions,
a corporation will not engage in any “business combination” with any “interested stockholder” for a three-year
period following the time that such stockholder becomes an interested stockholder unless (1) before that time, the board of directors
of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested
stockholder, (2) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the
interested stockholder owned at least 85 percent of the voting stock of the corporation outstanding at the time the transaction commenced
(excluding certain shares) or (3) on or after such time, both the board of directors of the corporation and at least 662/3
percent of the outstanding voting stock which is not owned by the interested stockholder approves the business combination.
Section 203 of the DGCL generally defines an "interested stockholder" to include (x) any person that owns 15 percent
or more of the outstanding voting stock of the corporation, or is an affiliate or associate of the corporation and owned 15 percent or
more of the outstanding voting stock of the corporation at any time within three years immediately prior to the relevant date and (y) the
affiliates and associates of any such person.
Section 203 of the DGCL
generally defines a "business combination" to include (1) mergers and sales or other dispositions of 10 percent or more
of the corporation's assets with or to an interested stockholder, (2) certain transactions resulting in the issuance or transfer
to the interested stockholder of any stock of the corporation or its subsidiaries, (3) certain transactions which would increase
the proportionate share of the stock of the corporation or its subsidiaries owned by the interested stockholder and (4) receipt
by the interested stockholder of the benefit (except proportionately as a stockholder) of any loans, advances, guarantees, pledges, or
other financial benefits.
Under certain circumstances,
Section 203 of the DGCL makes it more difficult for a person who would be an “interested stockholder” to effect various
business combinations with a corporation for a three-year period, although the certificate of incorporation or stockholder-adopted by-laws
may exclude a corporation from the restrictions imposed under Section 203. Neither our certificate of incorporation nor our by-laws
exclude our Company from the restrictions imposed under Section 203 of the DGCL. We anticipate that Section 203 may encourage
companies interested in acquiring our Company to negotiate in advance with our Board since the statute’s supermajority stockholder
approval requirement would not be applicable if our Board approves, prior to the time the stockholder becomes an interested stockholder,
either the business combination or the transaction which results in the stockholder becoming an interested stockholder.
Transfer Agent and Registrar
The transfer agent for our
common stock is VStock Transfer, LLC. The transfer agent’s address is 18 Lafayette Place, Woodmere, New York 11598.
Listing
Our common stock is currently listed on the NYSE
American LLC Exchange under the symbol “KULR”.
PLAN OF DISTRIBUTION
We may sell the securities
offered through this prospectus (i) to or through underwriters or dealers, (ii) directly to purchasers, including our affiliates,
(iii) through agents, or (iv) through a combination of any these methods. The securities may be distributed at a fixed price
or prices, which may be changed, market prices prevailing at the time of sale, prices related to the prevailing market prices, or negotiated
prices. The prospectus supplement will include the following information:
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the terms of the offering; |
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the names of any underwriters
or agents; |
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the name or names of any
managing underwriter or underwriters; |
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the purchase price of the
securities; |
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any over-allotment options
under which underwriters may purchase additional securities from us; |
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the net proceeds from the
sale of the securities |
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any delayed delivery arrangements |
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any underwriting discounts,
commissions and other items constituting underwriters’ compensation; |
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any initial public offering
price; |
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any discounts or concessions
allowed or reallowed or paid to dealers; |
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any commissions paid to
agents; and |
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any securities exchange
or market on which the securities may be listed. |
Sale Through Underwriters or Dealers
Only underwriters named in
the prospectus supplement are underwriters of the securities offered by the respective prospectus supplement.
If underwriters are used
in the sale, the underwriters will acquire the securities for their own account, including through underwriting, purchase, security lending
or repurchase agreements with us. The underwriters may resell the securities from time to time in one or more transactions, including
negotiated transactions. Underwriters may sell the securities in order to facilitate transactions in any of our other securities (described
in this prospectus or otherwise), including other public or private transactions and short sales. Underwriters may offer securities to
the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting
as underwriters. Unless otherwise indicated in the prospectus supplement, the obligations of the underwriters to purchase the securities
will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase
any of them. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed
or reallowed or paid to dealers.
If dealers are used in the
sale of securities offered through this prospectus, we will sell the securities to them as principals. They may then resell those securities
to the public at varying prices determined by the dealers at the time of resale. The prospectus supplement will include the names of
the dealers and the terms of the transaction.
Direct Sales and Sales Through Agents
We may sell the securities
offered through this prospectus directly. In this case, no underwriters or agents would be involved. Such securities may also be sold
through agents designated from time to time. The prospectus supplement will name any agent involved in the offer or sale of the offered
securities and will describe any commissions payable to the agent. Unless otherwise indicated in the prospectus supplement, any agent
will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
We may sell the securities
directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act of 1933 with
respect to any sale of those securities. The terms of any such sales will be described in the prospectus supplement.
Delayed Delivery Contracts
If the prospectus supplement
indicates, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities
at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified
date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The applicable prospectus
supplement will describe the commission payable for solicitation of those contracts.
Continuous Offering Program
Without limiting the generality
of the foregoing, we may enter into a continuous offering program equity distribution agreement with a broker-dealer, under which we
may offer and sell shares of our common stock from time to time through a broker-dealer as our sales agent. If we enter into such a program,
sales of the shares of common stock, if any, will be made by means of ordinary brokers’ transactions on NYSE American at market
prices, block transactions and such other transactions as agreed upon by us and the broker-dealer. Under the terms of such a program,
we also may sell shares of common stock to the broker-dealer, as principal for its own account at a price agreed upon at the time of
sale. If we sell shares of common stock to such broker-dealer as principal, we will enter into a separate terms agreement with such broker-dealer,
and we will describe this agreement in a separate prospectus supplement or pricing supplement.
Market Making, Stabilization and Other Transactions
Unless the applicable prospectus
supplement states otherwise, other than our common stock all securities we offer under this prospectus will be a new issue and will have
no established trading market. We may elect to list offered securities on an exchange or in the over-the-counter market. Any underwriters
that we use in the sale of offered securities may make a market in such securities, but may discontinue such market making at any time
without notice. Therefore, we cannot assure you that the securities will have a liquid trading market.
Any underwriter may also
engage in stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Rule 104 under the Securities
Exchange Act of 1934 (the “Exchange Act”). Stabilizing transactions involve bids to purchase the underlying security in the
open market for the purpose of pegging, fixing or maintaining the price of the securities. Syndicate covering transactions involve purchases
of the securities in the open market after the distribution has been completed in order to cover syndicate short positions.
Penalty bids permit the underwriters
to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in
a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions and penalty
bids may cause the price of the securities to be higher than it would be in the absence of the transactions. The underwriters may, if
they commence these transactions, discontinue them at any time.
General Information
Agents, underwriters, and
dealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities, including liabilities
under the Securities Act of 1933. Our agents, underwriters, and dealers, or their affiliates, may be customers of, engage in transactions
with or perform services for us, in the ordinary course of business.
LEGAL MATTERS
The validity of the issuance
of the securities offered by this prospectus will be passed upon for us by Sichenzia Ross Ference Carmel LLP, New York, New York.
EXPERTS
The
consolidated financial statements of KULR Technology Group, Inc., as of December 31, 2023 and 2022 and for each of the two
years in the period ended December 31, 2023, included in KULR Technology Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023 have been audited by Marcum LLP, independent registered public accounting firm, as set
forth in their report thereon, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern,
included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed our registration
statement on Form S-3 with the SEC under the Securities Act of 1933, as amended. We also file annual, quarterly and current reports,
proxy statements and other information with the SEC. You may read and copy any document that we file with the SEC, including the registration
statement and the exhibits to the registration statement, at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington
D.C. 20549. You may obtain further information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our
SEC filings are also available to the public at the SEC’s web site at www.sec.gov. These documents may also be accessed on our
web site at https://www.kulrtechnology.com. The information contained on, or that can be accessed through, our website is not a part
of this prospectus or incorporated by reference into this prospectus, and you should not consider information on our website to be a
part of this prospectus. We have included our website address as an inactive textual reference only.
This prospectus and any prospectus
supplement are part of a registration statement filed with the SEC and do not contain all of the information in the registration statement.
The full registration statement may be obtained from the SEC or us as indicated above. Other documents establishing the terms of the
offered securities are filed as exhibits to the registration statement or will be filed through an amendment to our registration statement
on Form S-3 or under cover of a Current Report on Form 8-K and incorporated into this prospectus by reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate
by reference” into this prospectus the information we file with it, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Any statement
contained herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be modified
or superseded for purposes of the document to the extent that a statement contained in this document or any other subsequently filed
document that is deemed to be incorporated by reference into this document modifies or supersedes the statement. We incorporate by reference
in this prospectus the following information (other than, in each case, documents or information deemed to have been furnished and not
filed in accordance with SEC rules):
| ● |
our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 12, 2024; |
| |
|
| ● |
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed with the SEC on May 15, 2024; |
| |
|
| ● |
our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed with the SEC on August 12, 2024; |
| |
|
| ● |
our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the SEC on November 13, 2024; |
| |
|
| ● |
our Current Reports on
Form 8-K filed with the SEC on January 9,
2024; January 26,
2024; February 13,
2024; February 16,
2024; March 8,
2024; April 12,
2024; May 15,
2024; May 23,
2024; June 3,
2024; July 3,
2024; August 12,
2024; August 21,
2024; November 13,
2024; November 14,
2024; November 20,
2024; November 25,
2024; November 27,
2024; December 3,
2024; December 4,
2024; December 4,
2024; December 10,
2024; December 17,
2024; December 18,
2024; December 26,
2024; December 26,
2024; December 30,
2024; January 6,
2025; January 14,
2025; and January 17, 2025. |
| ● |
The description of our
shares of common stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 12, 2024, including any subsequent amendment or any report filed for the purpose of updating
such description; and |
| |
|
| ● |
all reports and other documents
subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus
and prior to the termination of this offering. |
We also incorporate by reference
any future filings (other than information furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form
that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, including those made after the date of the initial filing of the registration statement
of which this prospectus is a part and prior to effectiveness of such registration statement, until we file a post-effective amendment
that indicates the termination of the offering of the common stock made by this prospectus and will become a part of this prospectus
from the date that such documents are filed with the SEC. Information in such future filings updates and supplements the information
provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information
in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent
that statements in the later filed document modify or replace such earlier statements.
Notwithstanding the foregoing,
information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits, is not incorporated
by reference in this prospectus.
As you read the above documents,
you may find inconsistencies in information from one document to another. If you find inconsistencies between the documents and this
prospectus supplement, you should rely on the statements made in the most recent document. All information appearing in this prospectus
supplement is qualified in its entirety by the information and financial statements, including the notes thereto, contained in the documents
incorporated by reference herein.
We will provide to each person,
including any beneficial owner, to whom this prospectus supplement is delivered, a copy of these filings, at no cost, upon written or
oral request to us at the following address:
KULR Technology Group, Inc.
Attention: Shawn Canter, Chief Financial Officer
555 Forge River Road, Suite 100,
Webster, Texas 77598
(408) 663-5247
No person has been authorized
to give any information or to make any representation not contained in this prospectus supplement, and, if given or made, such information
and representation should not be relied upon as having been authorized by us. Neither this prospectus supplement nor the accompanying
prospectus constitutes an offer to sell or a solicitation of an offer to buy any of the securities offered hereby in any jurisdiction
or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this prospectus supplement or the
accompanying prospectus nor any sale made hereunder will under any circumstances create an implication that there has been no change
in the facts set forth in this prospectus supplement or the accompanying prospectus or in our business, financial condition or affairs
since the date hereof.
Common Stock
Preferred Stock
KULR TECHNOLOGY GROUP, INC.
Prospectus
January 17, 2025
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets
forth the costs and expenses payable by the Company in connection with this offering, other than underwriting commissions and discounts,
all of which are estimated except for the SEC registration fee.
| Item |
|
Amount
|
|
| SEC registration fee |
|
$ |
|
(1) |
| FINRA filing fee |
|
$ |
225,500 |
|
| Printing and engraving
expenses |
|
$ |
* |
|
| Legal fees and expenses |
|
$ |
* |
|
| Accounting fees and expenses |
|
$ |
* |
|
| Transfer agent and registrar’s
fees and expenses |
|
$ |
* |
|
| Miscellaneous expenses |
|
$ |
* |
|
| Total |
|
$ |
* |
|
| (1) |
In accordance with Rules 456(b) and
457(r) under the Securities Act, the registrant is deferring payment of the filing fees relating to the securities that are
registered and available for sale under this registration statement. |
| |
|
| * |
These fees are calculated
based on the securities offered and the number of issuances and accordingly cannot be estimated at this time. In accordance with
Rule 430B, the applicable prospectus supplement will set forth the estimated amount of expenses of any offering of securities. |
Item 15. Indemnification of Directors and Officers.
The following is a summary
of the general effect of the Delaware General Corporation Law, our certificate of incorporation, as amended, and certain agreements entered
with each of our directors and executive officers relating to the indemnification of our directors and officers and insurance therefor.
Such summaries are necessarily subject to the complete text of such statute, bylaws, certificate of incorporation and agreements and
are qualified in their entirety by reference thereto.
Section 145 of the Delaware
General Corporation Law empowers a corporation to indemnify its directors and officers and to purchase insurance with respect to liability
arising out of their capacity or status as directors and officers, provided that the person acted in good faith and in a manner the person
reasonably believed to be in our best interests, and, with respect to any criminal action, had no reasonable cause to believe the person’s
actions were unlawful. The Delaware General Corporation Law further provides that the indemnification permitted thereunder shall not
be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation’s bylaws, any
agreement, a vote of stockholders or otherwise. The amended and restated certificate of incorporation of the Company provides for the
indemnification of the Company’s directors and officers to the fullest extent permitted under the Delaware General Corporation
Law.
Section 102(b)(7) of
the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation
shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,
except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for payments of unlawful
dividends or unlawful stock repurchases or redemptions; or (iv) for any transaction from which the director derived an improper
personal benefit.
As permitted by the Delaware
General Corporation Law, the Company has entered into separate indemnification agreements with each of its directors and certain of its
officers which require the Company, among other things, to indemnify them against certain liabilities which may arise by reason of their
status as directors, officers or certain other employees. The effect of this provision is to restrict our rights and the rights of our
stockholders in derivative suits to recover monetary damages against a director for breach of certain fiduciary duties as a director,
except that a director will be personally liable for:
| · |
any breach of his or her
duty of loyalty to us or our stockholders; |
| · |
acts or omissions not in
good faith which involve intentional misconduct or a knowing violation of law; |
| · |
the payment of dividends
or the redemption or purchase of stock in violation of Delaware law; or |
| · |
any transaction from which
the director derived an improper personal benefit. |
This provision does not affect
a director’s liability under the federal securities laws.
At present, we maintain directors’
and officers’ liability insurance to limit the exposure to liability for indemnification of directors and officers, including liabilities
under the Securities Act.
Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item 16. Exhibits.
| Exhibit |
|
|
| Number |
|
Description
of Document |
| 1.1 |
|
Form of Underwriting
Agreement* |
| 1.2 |
|
Form of Placement
Agent Agreement* |
| 2.1 |
|
Share Exchange Agreement,
dated June 8, 2017 (1) |
| 3.1 |
|
Articles of Incorporation
of the Company (2) |
| 3.2 |
|
Bylaws of the Company
(2) |
| 3.3 |
|
Certificate of Incorporation
of KULR Technology Corporation (3) |
| 3.4 |
|
Amended and Restated
Certificate of Incorporation of KULR Technology Corporation (3) |
| 3.5 |
|
By-laws of KULR Technology
Corporation (3) |
| 3.6 |
|
Certificate of Designation
of Series A Voting Preferred Stock, filed on June 6, 2017 (1) |
| 3.7 |
|
Certificate of Amendment
to the Certificate of Incorporation, effective August 30, 2018 (4) |
| 3.8 |
|
Certificate of Designation
of Series B Convertible Preferred Stock, filed on December 6, 2018 (5) |
| 3.9 |
|
Certificate of Amendment
to the Certificate of Incorporation, effective December 31, 2018 (6) |
| 3.10 |
|
Certificate of Designation
of Series C Convertible Preferred Stock, filed on August 19, 2019 (7) |
| 3.11 |
|
Form of Certificate
of Designation for Series D Convertible Preferred Stock (8) |
| 3.12 |
|
Form of Certificate
of Designation* |
| 3.13 |
|
Specimen Stock Certificate
evidencing shares of Preferred Stock. * |
| 4.1 |
|
Form of Stock Purchase
Agreement* |
| 5.1 |
|
Opinion of Sichenzia
Ross Ference Carmel LLP** |
| 23.1 |
|
Consent of Marcum LLP** |
| 23.2 |
|
Consent of Sichenzia
Ross Ference Carmel LLP (contained in Exhibit 5.1)** |
| 24.1 |
|
Power of Attorney (as
included herein on the signature page)** |
| 107 |
|
Filing Fee Table** |
| * |
To be filed by amendment or by a Current Report on
Form 8-K and incorporated by reference herein. |
| ** |
Filed herewith |
| (1) |
Previously filed as an exhibit to Form 8-K on
June 12, 2017 and incorporated herein by this reference. |
| (2) |
Previously filed as an exhibit on Form 10-12G
on January 7, 2016 (File No.: 000-55564) and incorporated herein by this reference. |
| (3) |
Previously filed as an exhibit to Form 8-K on
June 19, 2017 and incorporated herein by this reference. |
| (4) |
Previously filed as an exhibit to Form 8-K on
August 30, 2018 and incorporated herein by this reference. |
| (5) |
Previously filed as an exhibit to Form 8-K on
December 6, 2018 and incorporated herein by this reference. |
| (6) |
Previously filed as an exhibit to Form 8-K on
January 7, 2019 and incorporated herein by this reference. |
| (7) |
Previously filed as an exhibit to Form 8-K on
August 23, 2019 and incorporated herein by this reference. |
| (8) |
Previously filed as an
exhibit to Form 8-K on May 20, 2021 and incorporated herein by this reference. |
Item 17. Undertakings
(a) The undersigned
registrant hereby undertakes:
(1) To file, during
any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus
required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the
prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement.
(iii) To include any
material information with respect to the plan of distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement;
provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement,
or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose
of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose
of determining liability under the Securities Act of 1933 to any purchaser:
(A) Each prospectus
filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required
by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that
is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities
in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date; or
(5) That, for the purpose
of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities,
the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold
to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:
(i) Any preliminary
prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing
prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The portion of
any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities
provided by or on behalf of the undersigned registrant; and
(iv) Any other communication
that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned
registrant hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of such issue.
(d) The undersigned
registrant hereby undertakes that:
(1) For purposes of
determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it
was declared effective.
(2) For the purpose
of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Webster, State of Texas, on January 17, 2025.
| KULR Technology Group, Inc. |
|
| |
|
|
| By: |
/s/ Michael
Mo |
|
| |
Michael Mo |
|
| |
Chief Executive Officer and Chairman |
|
| |
(Principal Executive Officer) |
|
| |
|
|
| By: |
/s/ Shawn
Canter |
|
| |
Shawn Canter |
|
| |
Chief Financial Officer |
|
| |
(Principal Financial and Accounting Officer) |
|
POWER OF ATTORNEY
Each person whose signature
appears below constitutes and appoints Michael Mo and Shawn Canter, and each of them severally, as his or her true and lawful attorney
in fact and agent, with full powers of substitution and re-substitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments (including post effective amendments) to the Registration Statement, and to sign any
registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and all post effective amendments thereto, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, each acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent,
each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed below by the following persons in such capacities and on the
dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
|
| By: |
/s/ Michael
Mo |
|
Chief Executive Officer and Chairman |
|
January 17, 2025 |
| |
Michael Mo |
|
|
|
|
| |
|
|
|
|
|
| By: |
/s/ Shawn
Canter |
|
Chief Financial Officer |
|
January 17, 2025 |
| |
Shawn Canter |
|
|
|
|
| |
|
|
|
|
|
| By: |
/s/ Joanna
Massey |
|
Lead Director |
|
January 17, 2025 |
| |
Joanna Massey |
|
|
|
|
| |
|
|
|
|
|
| By: |
/s/ Donna
H. Grier |
|
Director |
|
January 17, 2025 |
| |
Donna H. Grier |
|
|
|
|
Exhibit 5.1
January 17, 2025
VIA ELECTRONIC TRANSMISSION
KULR Technology Group, Inc.
555 Forge River Road, Suite 100
Webster, Texas 77598
Re: Registration Statement on Form S-3ASR
Ladies and Gentlemen:
We have acted as counsel to
KULR Technology Group, Inc., a Delaware corporation (the “Company”), in connection with the registration, pursuant to a registration
statement on Form S-3ASR (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission
(the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the offering and sale
from time to time, pursuant to Rule 415 of the general rules and regulations of the Commission promulgated under the Act, as set forth
in the Registration Statement, the form of prospectus contained therein (the “Prospectus”), and one or more supplements to
the Prospectus (each, a “Prospectus Supplement”), by the Company of (i) shares of the Company’s common stock, par value
$0.0001 per share (the “Common Stock”), and (ii) shares of the Company’s preferred stock, par value $0.0001 per share
(the “Preferred Stock”). The Common Stock, and the Preferred Stock are collectively referred to herein as the “Securities.”
We have examined originals
or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public
officials and others as we have deemed appropriate for purposes of this letter. We have assumed, without independent investigation, the
genuineness of all signatures, the legal capacity of each natural person signing any document reviewed by us, the authority of each person
signing in a representative capacity (other than the Company) any document reviewed by us, the authenticity of all documents submitted
to us as originals and the conformity to authentic original documents of all copies submitted to us or filed with the Commission as conformed
and certified or reproduced copies. As to any facts material to our opinion, we have made no independent investigation of such facts and
have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives
of the Company.
Based upon the foregoing and
subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:
1. With respect to Securities
constituting Common Stock to be sold by the Company, when (i) the Company has taken all necessary action to authorize and approve the
issuance of such Common Stock, the terms of the offering thereof and related matters and (ii) such Common Stock has been issued and delivered,
with certificates representing such Common Stock having been duly executed, countersigned, registered and delivered or, if uncertificated,
valid book-entry notations therefor having been made in the share register of the Company, in accordance with the terms of the applicable
definitive purchase, underwriting or similar agreement, against payment (or delivery) of the consideration therefor provided for therein,
such Common Stock will have been duly authorized and validly issued and will be fully paid and non-assessable.
2. With respect to Securities constituting Preferred Stock, when (i) the
Company has taken all necessary action to authorize and approve the issuance and terms of the shares of the series of such Preferred Stock,
the terms of the offering thereof and related matters, including the adoption of a resolution fixing the number of shares in any series
of Preferred Stock and the designation of relative rights, preferences and limitations in any series of Preferred Stock and the filing
of a certificate of designation with respect to the series with the Secretary of State of the State of Delaware as required by Delaware
General Corporation Law and (ii) such Preferred Stock has been issued and delivered, with certificates representing such Preferred Stock
having been duly executed, countersigned, registered and delivered or, if uncertificated, valid book-entry notations therefor having been
made in the share register of the Company, in accordance with the terms of the applicable definitive purchase, underwriting or similar
agreement, against payment (or delivery) of the consideration therefor provided for therein, such Preferred Stock will have been duly
authorized and validly issued and will be fully paid and non-assessable.
The opinions and other matters
in this letter are qualified in their entirety and subject to the following:
A. With respect to the opinions
above, we have assumed that, in the case of each offering and sale of Securities, (i) the Registration Statement, and any amendments thereto
(including post-effective amendments), will have become effective under the Act and such effectiveness or qualification shall not have
been terminated or rescinded; (ii) a Prospectus Supplement will have been prepared and filed with the Commission describing such Securities;
(iii) such Securities will have been issued and sold in compliance with applicable United States federal and state securities Laws (hereinafter
defined) and pursuant to and in the manner stated in the Registration Statement and the applicable Prospectus Supplement; (iv) a definitive
purchase, underwriting or similar agreement and any other necessary agreement with respect to any Securities offered or issued will have
been duly authorized by all necessary corporate or other action of the Company and duly executed and delivered by the Company and the
other parties thereto; (v) at the time of the issuance of such Securities, (a) the Company will validly exist and be duly qualified and
in good standing under the laws of its jurisdiction of incorporation and (b) the Company will have the necessary corporate power and due
authorization; (vi) the terms of such Securities and of their issuance and sale will have been established in conformity with and so as
not to violate, or result in a default under or breach of, the articles of incorporation and bylaws of the Company and any applicable
law or any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court
or governmental or regulatory body having jurisdiction over the Company; and (vii) if such Securities constitute Common Stock or Preferred
Stock, (a) sufficient shares of Common Stock or Preferred Stock will be authorized for issuance under the articles of incorporation of
the Company that have not otherwise been issued or reserved for issuance and (b) the consideration for the issuance and sale of such Common
Stock or Preferred Stock established by the Board and provided for in the applicable definitive purchase, underwriting or similar agreement
will not be less than the par value of such Common Stock or Preferred Stock.
B. This letter is limited
to matters governed by the Delaware General Corporation Law and by the laws of the State of New York (“Laws”).
C. This letter is limited
to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We assume herein no obligation,
and hereby disclaim any obligation, to make any inquiry after the date hereof or to advise you of any future changes in the foregoing
or of any fact or circumstance that may hereafter come to our attention.
D. The matters expressed in
this letter are subject to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization,
moratorium and similar laws affecting creditors’ rights and remedies generally, and (ii) general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law
or in equity).
We hereby consent to the filing
of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters”
in the Registration Statement and in the Prospectus and in any supplement thereto. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission
promulgated thereunder.
Very truly yours,
| /s/ Sichenzia Ross Ference Carmel LLP |
|
Exhibit 23.1
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S
CONSENT
We consent to the incorporation by reference in
this Registration Statement of KULR Technology Group, Inc. on Form S-3 of our report dated April 12, 2024, which includes an explanatory
paragraph as to KULR Technology Group, Inc.’s ability to continue as a going concern, with respect to our audits of the consolidated
financial statements of KULR Technology Group, Inc. as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022
appearing in the Annual Report on Form 10-K of KULR Technology Group, Inc. for the year ended December 31, 2023. We also consent to the
reference to our firm under the heading “Experts” in the Prospectus, which is part of this Registration Statement.
/s/ Marcum LLP
Marcum LLP
Los Angeles, CA
January 16, 2025
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
KULR Technology Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Newly Registered and Carry Forward Securities
CALCULATION OF REGISTRATION FEE
| |
Security
Type | |
Security
Class Title | |
Fee
Calculation
or Carry
Forward
Rule | |
Amount
Registered | |
Proposed
Maximum
Offering
Price Per
Unit | |
Maximum
Aggregate
Offering
Price | |
Fee
Rate | |
Amount
of
Registration
Fee | |
Carry
Forward
Form
Type | |
Carry
Forward
File
Number | |
Carry
Forward
Initial
effective
date | |
Filing
Fee
Previously
Paid In
connection with
Unsold
Securities
to be
Carried
Forward |
| Newly
Registered Securities |
| Fees
to Be Paid | |
Equity | |
Common stock, par value
$0.01
per share | |
457(r) (1) | |
(2 | ) |
(2 | ) |
(2 | ) |
(1 | ) |
(1 | ) |
| |
| |
| |
|
| Fees
to Be Paid | |
Equity | |
Preferred stock, par value $0.01
per share | |
457(r) (1) | |
(2 | ) |
(2 | ) |
(2 | ) |
(1 | ) |
(1 | ) |
| |
| |
| |
|
Fees
Previously
Paid | |
N/A | |
N/A | |
N/A | |
N/A | |
N/A | |
N/A | |
| |
N/A | |
| |
| |
| |
|
| Carry
Forward Securities |
Carry
Forward
Securities | |
N/A | |
N/A | |
N/A | |
N/A | |
| |
N/A | |
| |
| |
N/A | |
N/A | |
N/A | |
N/A |
| | |
| |
| |
| |
Total Offering Amounts | |
| |
| |
| |
N/A | |
| |
| |
| |
|
| | |
| |
| |
| |
Total Fees Previously Paid | |
| |
| |
| |
N/A | |
| |
| |
| |
|
| | |
| |
| |
| |
Total Fee Offsets | |
| |
| |
| |
N/A | |
| |
| |
| |
|
| | |
| |
| |
| |
Net Fee Due | |
| |
| |
| |
N/A | |
| |
| |
| |
|
| (1) |
The registrant is deferring payment of the registration fee pursuant to Rule 456(b) under the Securities Act of 1933, as amended (the “Securities Act”), and is excluding this information in reliance on Rule 456(b) and Rule 457(r) under the Securities Act. Any additional registration fees will be paid subsequently on a pay-as-you-go basis. |
| (2) |
The registrant is registering hereby an indeterminate initial offering price and number or amount of securities of each identified class of securities as may from time to time be sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. The proposed maximum offering price will be determined from time to time in connection with an issuance of securities hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. |
KULR Technology (AMEX:KULR)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
KULR Technology (AMEX:KULR)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
