What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-18 compared with 2025-08-14 · 367 added, 207 removed, 666 unchanged (46% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current Assets:

1 unchanged sentence

Accounts receivable unbilled, current portion

Grant receivable

Inventory deposits

2 unchanged sentences

Digital assets

Equity investments

Digital assets held as collateral

Accounts receivable billed, non-current portion

4 unchanged sentences

Intangible assets, net

Operating lease right-of-use assets

Operating lease right-of-use assets, net

Finance lease right-of-use asset, net

18 unchanged sentences

Series A Preferred Stock, 1,000,000 shares designated;

1,000,000 and 730,000 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively;

1,000,000 and 730,000 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively;

Series B Convertible Preferred Stock, 31,000 shares designated;

none issued and outstanding at June 30, 2025 and December 31, 2024

none issued and outstanding at September 30, 2025 and December 31, 2024

Series C Preferred Stock, 400 shares designated;

none issued and outstanding at June 30, 2025 and December 31, 2024

none issued and outstanding at September 30, 2025 and December 31, 2024

Series D Preferred Stock, 650 shares designated;

none issued and outstanding at June 30, 2025 and December 31, 2024

none issued and outstanding at September 30, 2025 and December 31, 2024

Common stock, $ 0.0001 par value, 500,000,000 shares authorized;

39,475,214 and 39,453,292 shares issued and outstanding at June 30, 2025, respectively;

42,636,858 and 42,614,936 shares issued and outstanding at September 30, 2025, respectively;

33,100,207 and 33,083,812 shares issued and outstanding at December 31, 2024, respectively

1 unchanged sentence

Treasury stock, at cost;

21,922 and 16,395 shares held at June 30, 2025 and December 31, 2024, respectively.

21,922 and 16,395 shares held at September 30, 2025 and December 31, 2024, respectively.

Accumulated deficit

8 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Cost of revenue

2 unchanged sentences

Selling, general, and administrative

Impairment expense

Credit losses on accounts receivable

Impairment of equipment deposits

Total Operating Expenses

6 unchanged sentences

Change in fair value of digital assets

Impairment of equity investment

( 3,325,045 )

Credit loss on convertible loan receivable

( 1,832,690 )

Interest income

4 unchanged sentences

Total Other Income (Expense), net

Net Income (Loss)

( 1,209,073 )

1 unchanged sentence

( 2,003,764 )

( 17,638,424 )

( 12,903,168 )

Net Loss Per Share

- Basic and Diluted

Weighted Average Number of Common Shares Outstanding

- Basic and Diluted

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Preferred Stock

29 unchanged sentences

( 94,475,732 )

Common stock issued for at the market offering(3)

Shares withheld for employee payroll tax obligations

Stock-based compensation:

Common stock issued upon vesting of restricted stock units

Amortization of restricted common stock

Amortization of stock options

( 6,973,915 )

Balance - September 30, 2025

( 101,449,647 )

(1) Represents gross proceeds of $ 51,152,353 , less issuance costs of $ 1,509,423 .

(2) Represents gross proceeds of $ 38,331,721 , less issuance costs of $ 1,081,712 .

(3) Represents gross proceeds of $ 17,827,544 , less issuance costs of $ 502,374 .

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

2 unchanged sentences

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

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

Preferred Stock

18 unchanged sentences

( 71,296,470 )

Warrants isued in connection with note payable

Warrants issued in connection with note payable

Common stock issued for cash pursuant to Advance Notices (3)

8 unchanged sentences

( 77,186,998 )

Common stock issued for cash pursuant to ATM offering(4)

Stock-based compensation:

Common stock issued upon vesting of restricted stock units

Common stock issued for services

Amortization of restricted common stock

Amortization of stock options

( 2,003,764 )

Balance - September 30, 2024

( 79,190,762 )

(1) Represents gross proceeds of $ 6,068,407 , less issuance costs of $ 13,577 .

1 unchanged sentence

(3) Represents gross proceeds of $ 6,194,299 , less issuance costs of $ 52,792 .

(4) Represents gross proceeds of $ 3,431,090 , less issuance costs of $ 136,631 .

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended

For the Nine Months Ended

September 30,

Cash Flows From Operating Activities:

6 unchanged sentences

Depreciation and amortization expense

Write down equipment deposits

Credit losses on accounts receivable

Impairment of equity investment

Credit loss on convertible loan receivable

Impairment of equipment deposits

Change in fair value of accrued issuable equity

8 unchanged sentences

( 2,147,542 )

( 1,025,531 )

Accounts receivable unbilled

( 1,009,680 )

Inventory deposits

13 unchanged sentences

Cash Flows From Investing Activities:

Loan receivable

( 1,832,690 )

Equity investments

16 unchanged sentences

( 2,439,855 )

Proceeds from loan payable

Repayments of loan payable

( 4,200,000 )

Payments for deferred financing costs

5 unchanged sentences

Cash - End of Period

(1) Excludes $ 351,400 of deferred financing costs.

(1) Excludes $ 408,085 and $ 32,913 of deferred financing costs for 2025 and 2024, respectively.

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

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, continued

For the Six Months Ended

For the Nine Months Ended

September 30,

Supplemental Disclosures of Cash Flow Information:

3 unchanged sentences

Deferred financing costs charged to additional paid-in capital

Common stock issued in satisfaction of accrued issuable equity

Shares withheld for employee payroll tax obligations

Shares returned to treasury for employee payroll tax obligations

Common stock issued in satisfaction of accrued issuable equity

Accounts payable and accrued expenses for property and equipment purchases

3 unchanged sentences

Original issue discount on indebtedness

Deferred financing costs included in accounts payable

Additions to property and equipment included in note payable

Common stock issued pursuant to Advance Notices in satisfaction of prepaid advance liability and interest

Accrued deferred financing costs

Right-of-use asset for finance lease liability

Value of warrants issued in connection with notes payable

5 unchanged sentences

Organization and Operations

KULR Technology Group, Inc., through its wholly-owned subsidiary, KULR Technology Corporation (collectively referred to as “KULR” or the “Company”), develops and commercializes high-performance thermal management technologies for electronics, batteries, and other components across a range of applications.

Currently, the Company is focused on targeting both high performance aerospace and Department of Defense (“DOD”) applications, such as space exploration, satellite communications, and underwater vehicles, and applying them to mass market commercial applications, such as lithium-ion battery energy storage, electric vehicles, fifth generation (“5G”) communication, cloud computer infrastructure, consumer and industrial devices.

In December 2024, the Company adopted bitcoin as a primary treasury reserve asset.

The treasury strategy includes acquiring and holding bitcoin using cash that exceeds its working capital requirements, and from time to time, subject to market conditions, issuing equity or debt securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase bitcoin.

During the first quarter of 2025, the Company commenced digital asset mining operations.

KULR Technology Group, Inc., through its wholly-owned subsidiary, KULR Technology Corporation (collectively referred to as “KULR” or the “Company”), is a Bitcoin+ Treasury company that builds a portfolio of frontier technology businesses ranging from high-performance energy systems to AI Robotics.

KULR delivers cutting-edge energy storage solutions for space, aerospace, and defense by leveraging a foundation of in-house battery design expertise, comprehensive cell and battery testing suite, and battery fabrication and production capabilities.

The Company’s offering allows delivery of commercial-off-the-shelf and custom next-generation energy storage systems in rapid timelines for a fraction of the cost compared to traditional programs.

Since late 2024, KULR has included bitcoin as a primary asset in its treasury program and committed to allocating up to 90% of its excess cash to the acquisition of bitcoin.

Reverse Stock Split

40 unchanged sentences

GAAP for annual financial statements.

In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of June 30, 2025, and for the three and six months ended June 30, 2025 and 2024.

The results of operations for the three and six months ended June 30, 2025, are not necessarily indicative of the operating results for the full year ending December 31, 2025, or any other period.

In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of September 30, 2025, and for the three and nine months ended September 30, 2025 and 2024.

The results of operations for the three and nine months ended September 30, 2025, are not necessarily indicative of the operating results for the full year ending December 31, 2025, or any other period.

These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and related disclosures as of December 31, 2024 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) on Form 10-K on March 31, 2025.

5 unchanged sentences

GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements.

The Company’s significant estimates used in these unaudited condensed consolidated financial statements include, but are not limited to, fair value calculations for intangible assets, equity securities, stock-based compensation and the valuation allowance related to the Company’s deferred tax assets.

The Company’s significant estimates used in these unaudited condensed consolidated financial statements include, but are not limited to, valuation of intangible assets, digital assets, investments, property, plant and equipment, equity securities, stock-based compensation, deferred revenue, loan receivable and the valuation allowance related to the Company’s deferred tax assets.

Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions.

6 unchanged sentences

The Company has not experienced any losses in such accounts.

Cash held in US bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution.

There were uninsured balances of $ 20,070,107 and $ 29,331,858 as of June 30, 2025 and December 31, 2024, respectively.

Cash held in US bank institutions is currently insured by the FDIC up to $250,000 at each institution.

There were uninsured balances of $ 20,088,596 and $ 29,331,858 as of September 30, 2025 and December 31, 2024, respectively.

KULR TECHNOLOGY GROUP, INC.

5 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Less than 10%

7 unchanged sentences

If the Company’s custodially-held digital assets were considered to be the property of the custodian’s estate in the event that the custodian were to enter bankruptcy, receivership or similar insolvency proceedings, the Company could be treated as a general unsecured creditor of the custodian, inhibiting the Company’s ability to exercise ownership rights with respect to such digital assets and this may ultimately result in the loss of the value related to some or all of such digital assets.

Additionally, the digital assets the Company holds with our custodian and transacts with our trade execution partners do 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.

KULR TECHNOLOGY GROUP, INC.

2 unchanged sentences

Vendor Concentrations

The Company had vendors whose purchases of inventory individually represented 10% or more of the Company’s total purchases of inventory, as follows:

The Company purchases inventory from vendors who individually represented 10% or more of the Company’s total purchases of inventory, as follows:

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

* Less than 10%

1 unchanged sentence

Accounts receivable are carried at their contractual amounts, less an estimate for credit losses.

As of June 30, 2025 and December 31, 2024, no allowances for credit losses were determined to be necessary.

During the three and nine months ended September 30, 2025, credit losses of $ 780,643 related to receivables from one customer were recorded (see Note 5 – Investments, Impairment and Credit Losses for further details).

As of December 31, 2024, no allowances for credit losses were determined to be necessary.

Management estimates the allowance for credit losses based on historical credit loss experience, existing economic conditions, the financial conditions of the customers, and the amount and age of past due accounts.

6 unchanged sentences

In addition, this guidance requires disclosures related to digital assets once it is adopted.

As of January 1, 2024, the Company has adopted ASU 2023-08.

The Company adopted ASU 2023-08 as of January 1, 2024.

The Company reflects digital assets held at fair value on the condensed consolidated balance sheets and condensed consolidated statements of cash flows, the activity from the remeasurement of digital assets at fair value on the condensed consolidated statements of operations, and the required expanded disclosures in Note 3, Digital Assets.

2 unchanged sentences

Since the digital assets are traded on a 24-hour period, the Company uses the price at 4:00pm Eastern Standard Time (“EST”) to value its digital assets.

Equity Investments

Equity Investment

The Company holds an investment in non-marketable equity securities of a company that does not have a readily available fair value.

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2025 the Company valued this investment at zero and recorded an impairment expense of $ 3,325,045 (see Note 5 – Investments, Impairment and Credit Losses for further details).

Mining of Digital Assets

The Company leases digital asset mining equipment, which provides hashrates to a mining pool operator.

The Company derives a portion of its revenue from its digital asset mining activities by providing hashrates as part of transaction verification services within the digital currency networks of cryptocurrencies, such as bitcoin, commonly termed “cryptocurrency mining.” In consideration for these services, the Company receives digital awards which are recorded as revenue, based on the daily amount of bitcoin earned.

The Company leases digital asset mining equipment, which provides hash calculations to a mining pool operator.

The Company derives a portion of its revenue from its digital asset mining activities by providing hash calculations as part of transaction verification services within the digital currency networks of cryptocurrencies, such as bitcoin, commonly termed “cryptocurrency mining.” In consideration for these services, the Company receives digital awards which are recorded as revenue, based on the daily amount of bitcoin earned.

The Company’s digital assets are recorded on the balance sheet at their fair value according to the Company’s accounting practices for digital assets.

7 unchanged sentences

Cost is determined by the first-in, first-out method.

The cost of inventory that is sold to third parties is included within cost of sales and the cost of inventory that is given as samples is included within operating expenses.

The cost of inventory that is sold to third parties is included within cost of sales.

The Company periodically reviews for slow-moving, excess or obsolete inventories.

2 unchanged sentences

These payments are recorded as inventory deposits until the goods are received and these costs are included in the current asset section of the condensed consolidated balance sheet.

Inventory at June 30, 2025 and December 31, 2024 was comprised of the following:

Inventory at September 30, 2025 and December 31, 2024 was comprised of the following:

September 30,

Raw materials

1 unchanged sentence

Total inventory

As of June 30, 2025 and December 31, 2024, inventory deposits were $ 198,604 and $ 0 , respectively, which consists of inventory purchases of goods that were paid for but not received as of period end.

As of September 30, 2025 and December 31, 2024, inventory deposits were $ 457,892 and $ 0 , respectively, which consists of inventory purchases of goods that were paid for but not received as of period end.

Finished goods inventory is held on-site at the San Diego, California and Webster, Texas locations.

6 unchanged sentences

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)

KULR TECHNOLOGY GROUP, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The carrying amounts of the Company’s financial assets, such as cash, accounts receivable, accrued expenses and other current liabilities and notes payable approximate fair values due to the short-term nature of these instruments.

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)

The carrying amounts of the Company’s financial assets and financial liabilities, such as cash, accounts receivable, loan receivable, accounts payable, accrued expenses and other current liabilities, notes payable and loan payable approximate fair values due to the short-term nature of these instruments.

The carrying amount of the Company’s digital assets are recorded at fair value in accordance with ASC 820, Fair Value Measurement (“ASC 820”), based on quoted prices on the active exchange(s) that the Company has determined is the principal market for such assets (Level I inputs).

13 unchanged sentences

For sales contracts with terms of more than one year, the Company recognizes any significant financing component as revenue over the contractual period using the effective interest method, and the associated interest income is reflected accordingly on the condensed consolidated statements of operations and included in other income.

During the three and six months ended June 30, 2025 and 2024, the Company recognized revenue primarily from the following different types of contracts:

Principal versus Agent Considerations

The Company evaluates its role under ASC 606 to determine whether it acts as a principal or agent where third-party sellers fulfill or ship orders to customers.

The Company recognizes revenue on a gross or net basis depending on whether it acts as a principal or an agent in the transaction.

The determination is based on an evaluation of whether the Company controls the specified good or service before it is transferred to the customer.

KULR TECHNOLOGY GROUP, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the three and nine months ended September 30, 2025 and 2024, the Company recognized revenue primarily from the following different types of contracts:

● Product sales – Revenue is recognized at the point in time the customer obtains control of the goods and the Company satisfies its performance obligation, which is generally at the time it ships the product to the customer.

3 unchanged sentences

When the Company concludes that it does not control the good or service before transfer to the customer but arranges for another entity to provide the good or service, the Company acts as an agent and records revenue on a net basis in the amount it earns for its agent service.

KULR TECHNOLOGY GROUP, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

● Contract services – Revenue is recognized pursuant to the terms of each individual contract when the Company satisfies the respective performance obligations, which could be recognized at a point in time or over the term of the contract.

Contract services revenue that is recognized over time may be recognized using the input method, based on labor hours expended, or using the output method based on milestones achieved, depending on the contract.

● Mining of digital assets – The Company has entered into lease agreements with a digital asset mining services company to operate digital asset mining machines on behalf of the Company and provide mining pool operating and hosting services.

● Mining of digital assets – The Company has entered into lease agreements with a digital assets mining services company to operate digital asset mining machines on behalf of the Company and provide mining pool operating and hosting services.

Pursuant to these agreements, the Company provides computing power to the mining pool operator.

2 unchanged sentences

Revenue from digital assets is considered non-cash consideration.

● Grant revenue - The Company has determined that government grant revenue does not fall under the Financial Accounting Standards Board (“FASB”) ASC 606.

Under the grant contract, the State of Texas receives no direct benefit from the product development, and therefore does not meet the definition of a customer pursuant to ASC 606.

As there is no authoritative guidance under U.S.

GAAP on accounting for grants to for-profit business entities, the Company has applied the guidance in ASC 958 Not-for-Profit Entities by analogy.

Further, the Texas Grant is considered a conditional contribution because the Texas Grant can only be used to reimburse allowable expenses.

The grant is for the research and development of cold-temperature lithium-ion battery solutions for the next generation of Lunar and Martian missions which is part of the Company’s ongoing major or central activities.

As such, the grant is considered revenue, which is only recognized when qualifying costs are incurred and it is reasonably assured that the conditions will be met.

Grant revenue during the three and nine months ended September 30, 2025, was $ 501,032 , for the reimbursement of equipment purchases totaling $ 255,728 , and R&D expenses totaling $ 245,304 .

The following table summarizes the Company’s revenue recognized in its condensed consolidated statements of operations:

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Revenue Recognized at a Point in Time:

1 unchanged sentence

Contract services

Grant revenue

Revenue Recognized Over Time:

2 unchanged sentences

Total Revenue

KULR TECHNOLOGY GROUP, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Contract Balances

2 unchanged sentences

However, we sometimes receive advances or deposits from our customers resulting in contract liabilities.

As of June 30, 2025, the Company had billed accounts receivable of $ 3,872,267 and unbilled accounts receivable of $ 1,712,189 .

As of September 30, 2025, the Company had billed accounts receivable of $ 2,956,726 and unbilled accounts receivable of $ 1,670,352 .

As of December 31, 2024, the Company had billed accounts receivable of $ 3,431,007 and unbilled accounts receivable of $ 660,672 .

Deferred revenues were $ 23,641 and $ 32,768 as of June 30, 2025 and December 31, 2024, respectively.

Deferred revenues were $ 21,489 and $ 32,768 as of September 30, 2025 and December 31, 2024, respectively.

Net Loss Per Share of Common Stock

1 unchanged sentence

Diluted net loss per share of common stock is computed by dividing net loss by the weighted average number of common and dilutive common-equivalent shares outstanding during each period.

KULR TECHNOLOGY GROUP, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the computation of basic and diluted net loss per share of common stock:

For the Three Months Ended

For the Six Months Ended

Net Income (Loss)

For the Nine Months Ended

September 30,

( 6,973,915 )

1 unchanged sentence

( 17,638,424 )

( 12,903,168 )

Denominator (weighted average quantities):

4 unchanged sentences

Vested unissued restricted stock units

Denominator for basic net loss per share

Denominator for diluted net loss per share

Net Income (Loss) Per Share

The following shares were excluded from the calculation of weighted average dilutive shares of common stock for the six months ended June 30, 2025 and for the three and six months ended June 30, 2024 because their inclusion would have been anti-dilutive:

For the Three and Six

June 30, 2025

June 30, 2024

Denominator for basic and diluted net loss per share

Basic and diluted net loss per common share

The following shares were excluded from the calculation of weighted average dilutive shares of common stock for the three and nine months ended September 30, 2025 and for the three and nine months ended September 30, 2024 because their inclusion would have been anti-dilutive:

For the Three and Nine

September 30, 2025

September 30, 2024

Unvested restricted stock awards

Unvested restricted stock units

For the purposes of the three-month diluted net income per share calculation, common stock warrants, unvested restricted stock units and stock options were considered to be potentially dilutive securities and were included in the calculation of diluted net income per share for the three months ended June 30, 2025.

Subsequent Events

1 unchanged sentence

Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed in Note 15 – Subsequent Events.

KULR TECHNOLOGY GROUP, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Segment Reporting

3 unchanged sentences

In determining the appropriateness of segment definition, the Company considers the criteria of Accounting Standards Codification (“ASC”) 280, Segment Reporting.

KULR TECHNOLOGY GROUP, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Recent Issued Accounting Pronouncements

10 unchanged sentences

The Company is currently evaluating the impact of implementing this guidance.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

The amendments provide a practical‐expedient election that permits an entity to assume that current conditions as of the reporting date will not change over the remaining life of certain current accounts receivable and contract assets arising from transactions accounted for under ASC 606, “Revenue from Contracts with Customers.” The guidance is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

Early adoption is permitted for reporting periods for which financial statements have not yet been issued or made available for issuance.

The Company is currently evaluating the impact of implementing this guidance.

Based on a preliminary assessment, the Company does not expect the adoption of this ASU will result in a material change to our accounting policies, results of operation, financial position or cash flows.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

The guidance removes all references to project stages throughout ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs.

It is intended to modernize the accounting for internal-use software costs to reflect the evolution of software development practices.

The amendments are effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted.

The Company is currently evaluating the impact of implementing this guidance.

NOTE 3 – DIGITAL ASSETS

2 unchanged sentences

Management has determined that Coinbase, an active exchange market, represents a principal market for Bitcoin and at 4:00pm EST, the price is both readily available and representative of fair value (Level 1 inputs).

As of June 30, 2025, the Company held 928.28 digital assets with a cost basis of $ 92,588,858 , and a fair value of $ 99,489,102 .

The following table is a summary of Bitcoin activity during the six months ended June 30, 2025:

Digital Assets

As of September 30, 2025, the Company held 1,056.69 digital assets at Coinbase with a cost basis of $ 106,785,454 , and a fair value of $ 120,523,261 .

KULR TECHNOLOGY GROUP, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table is a summary of Bitcoin activity during the nine months ended September 30, 2025:

Digital Assets and

Digital Assets Held

As Collateral

Beginning balance at December 31, 2024

2 unchanged sentences

Change in fair value

Balance, June 30, 2025

During the three months ended June 30, 2025, the Company purchased 244.36 Bitcoin via trade orders on Coinbase (the prime broker) at an average cost of $ 103,949 per Bitcoin, inclusive of fees and expenses, for an aggregate cost of $ 25,400,657 .

During the six months ended June 30, 2025, the Company purchased 693.81 Bitcoin via trade orders on Coinbase at an average cost of $ 100,748 per Bitcoin, inclusive of fees and expenses, for an aggregate cost of $ 69,900,009 .

Balance, September 30, 2025

During the three months ended September 30, 2025, the Company purchased 90.00 Bitcoin via trade orders on Coinbase (the prime broker) at an average cost of $ 108,889 per Bitcoin, inclusive of fees and expenses, for an aggregate cost of $ 9,799,993 .

During the nine months ended September 30, 2025, the Company purchased 783.81 Bitcoin via trade orders on Coinbase at an average cost of $ 101,683 per Bitcoin, inclusive of fees and expenses, for an aggregate cost of $ 79,700,002 .

On March 7, 2025, the Company entered into a sixty-day lease agreement (the “First Machine Lease Agreement”) with a digital asset mining services company to operate digital assets mining machines on KULR’s behalf, at a total lease cost of $ 850,000 .

Additionally, on May 16, 2025, the Company entered into a two hundred and twenty eight-day lease agreement (the “Second Machine Lease Agreement”) with the same digital asset mining services company to operate digital assets mining machines on KULR’s behalf, at a total lease cost of $ 3,200,000 .

Furthermore, on June 20, 2025, the Company entered into a one hundred and three-day lease agreement (the “Third Machine Lease Agreement”) with a new digital asset mining services company to operate digital assets mining machines on KULR’s behalf, at a total lease cost of $ 2,756,795 .

During the three and six months ended June 30, 2025, the Company recognized revenue of $ 1,439,095 and $ 1,688,849 , respectively, in connection with its digital assets mining operations.

On May 16, 2025, the Company entered into a two hundred and twenty eight-day lease agreement (the “Second Machine Lease Agreement”) with the same digital asset mining services company to operate digital assets mining machines on KULR’s behalf, at a total lease cost of $ 3,200,000 .

On June 20, 2025, the Company entered into a one hundred and three-day lease agreement (the “Third Machine Lease Agreement”) with a new digital asset mining services company to operate digital assets mining machines on KULR’s behalf, at a total lease cost of $ 2,756,795 .

On July 30, 2025, the Company entered into a one year lease agreement (the “Fourth Machine Lease Agreement”) with a digital asset mining services company to operate digital assets mining machines on KULR’s behalf, at a total lease cost of $ 2,646,250 .

During the three and nine months ended September 30, 2025, the Company recognized revenue of $ 4,396,603 and $ 6,085,452 , respectively, in connection with its digital assets mining operations.

Loan Agreement

In July 2025 the Company secured a $ 20 million credit facility with Coinbase, its digital assets custodian (the “Custodian”).

Pursuant to the terms of the agreement, either party may terminate a loan on a termination date established by notice given to the other party prior to the close of business on any day that is a calendar day.

On July 8, 2025, the Company entered into an agreement (the “Loan Agreement”) pursuant to which the Company borrowed $ 8 million (the “Initial Drawdown”) and segregated 232 bitcoin as collateral against this loan.

The initial Drawdown bears an 8 % loan fee.

The Company’s obligations are secured by a first-priority security interest at collateral-coverage ratio of about 156.25 % of the outstanding principal amount.

The initial Drawdown is subject to the terms and conditions of the Master Loan Agreement.

Of the $ 8 million borrowed, $ 6.7 million was used to purchase 61.4 Bitcoin.

As of September 30, 2025 the Company repaid $ 4.2 million principal and $ 91,178 in interest.

As of September 30, 2025, 70 Bitcoin valued at $ 7,983,990 , are being held as collateral for the outstanding loan balance.

Outstanding, January 1, 2025

Proceeds from loan payable

Repayments in cash

( 4,200,000 )

Total loan payable as of September 30, 2025

On October 15, 2025, the Company repaid the outstanding balance in full, and the full $ 20 million credit facility remains available.

KULR TECHNOLOGY GROUP, INC.

2 unchanged sentences

NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

As of June 30, 2025 and December 31, 2024, prepaid expenses and other current assets consisted of the following:

Bitcoin mining lease

Deferred expenses

Research and development

As of September 30, 2025 and December 31, 2024, prepaid expenses and other current assets consisted of the following:

September 30,

Bitcoin mining leases

Professional fees

Marketing and advertising

Compensation costs

Deferred expenses

Security deposits

Board compensation

Vendor receivables

Dues and subscriptions

Marketing and advertising

Vendor receivables

Compensation costs

Total prepaid expenses and other current assets

NOTE 5 – EQUITY INVESTMENTS

On May 7, 2025, the Company purchased Series A7 Preferred Shares (the “Preferred Shares”) of a German entity (“Investee”) for an aggregate purchase price of $ 3.3 million.

KULR TECHNOLOGY GROUP, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – INVESTMENTS, IMPAIRMENT AND CREDIT LOSSES

During the nine months ended September 30, 2025, the Company made two investments in a private German entity (“Investee”), who is also a customer, including Series A7 Preferred Shares and a convertible loan receivable.

On November 13, 2025 , the Investee filed an application with a German insolvency court to open insolvency proceedings.

As a result, as of September 30, 2025, the Company has fully impaired or recognized credit losses associated with the Company’s investments and accounts receivable associated with the Investee.

The details of these matters follow:

● On May 7, 2025, the Company purchased Series A7 Preferred Shares (the “Preferred Shares”) of Investee for an aggregate purchase price of approximately $ 3.3 million.

The Preferred Shares rank senior to all outstanding preferred as well as common shares of Investee, and are convertible on a 1 :1 basis into common shares of Investee at the Company’s option, subject to anti-dilution adjustments.

The Company also has the right to one voting advisory board seat and one non-voting observer seat on Investee’s advisory board.

The Investee Preferred Shares have a liquidation preference equal to the purchase price of the shares plus any accrued and unpaid dividends thereon.

Investee’s Preferred Shares have a liquidation preference equal to the purchase price of the shares plus any accrued and unpaid dividends thereon.

The Company’s purchase of Preferred Shares represents an investment in non-marketable equity securities of a company without a readily determinable fair value.

The Company accounts for this investment under the measurement alternative in ASC 321, whereby the equity investment is recorded at cost, and is subsequently remeasured to its fair value in accordance with the provisions of ASC 820 when observable price changes occur or when it is impaired (see Note 2, Significant Accounting Policies, Equity Investments).

There were no changes to the carrying value of Preferred Shares during the three and six months ended June 30, 2025.

The Company accounts for this investment under the measurement alternative in ASC 321, whereby the equity investment is recorded at cost, and is subsequently remeasured to its fair value in accordance with the provisions of ASC 820 when observable price changes occur or when it is impaired (see Note 2 - Significant Accounting Policies, Equity Investment).

Due to the Investee’s current financial condition, the Company estimated that the fair value of its Preferred Shares investment in Investee was zero , and accordingly, recorded a full impairment expense of $ 3,325,045 , reflected in Impairment of equity investment within Other expense for the three and nine months ended September 30, 2025.

● On August 25, 2025, the Company executed a Convertible Loan Agreement (the “Note”) with the Investee to loan up to € 2,000,000 .

The Note carries a 12 % interest rate, and it matures on November 30, 2025.

The Note is convertible into the most senior class of preferred shares of Investee at the time of conversion.

The Company can demand conversion at maturity, or prior to maturity if certain defined events occur.

As of September 30, 2025, the Company loaned $ 1,832,690 (€ 1,550,000 ) to Investee pursuant to the Note (see Note 15 – Subsequent Events for details about a subsequent distribution pursuant to the Note).

The Company accounts for the Note at amortized cost and records an estimate of expected credit losses using a forward-looking current expected credit loss (CECL) model in accordance with ASC 326.

The estimate of expected credit losses is based on relevant information about past events, current conditions, and reasonable forecasts about the future.

Due to the Investee’s current financial condition, the Company determined the collectability of the Note was not assured and accordingly, recorded a full credit loss of $ 1,832,690 , reflected in Credit loss on convertible loan receivable within Other expense for the three and nine months ended September 30, 2025.

In addition to the above balances, the Company had accounts receivable due from the Investee related to product sales made during the second quarter of 2025.

Due to the Investee’s current financial condition, the Company determined that collectability of the accounts receivable was not assured and accordingly, recorded credit losses on accounts receivable of $ 780,643 , reflected within operating expenses for the three and nine months ended September 30, 2025.

NOTE 6 – EQUIPMENT DEPOSITS

Equipment deposits at June 30, 2025 and December 31, 2024 are $ 77,340 and $ 1,355,174 , respectively.

Equipment deposits at December 31, 2024 represents deposits paid to a vendor as a downpayment for the manufacture of an automated manufacturing system (the “System”).

Equipment deposits at September 30, 2025 and December 31, 2024 are $ 59,763 and $ 1,355,174 , respectively.

Equipment deposits at December 31, 2024 represented deposits paid to a vendor as a downpayment for the manufacture of an automated manufacturing system (the “System”).

The System was never delivered to the Company.

After negotiation, and in an effort to come to a resolution on the matter, the Company agreed to forfeit the equipment deposit while the vendor retained the unfinished equipment.

During the three and six months ended June 30, 2025, the Company recorded a write-down of $ 786,397 and $ 1,355,174 , respectively, related to the equipment deposits.

During the three and nine months ended September 30, 2025, the Company recorded a write-down of $ 0 and $ 1,355,174 , respectively, related to the equipment deposits.

KULR TECHNOLOGY GROUP, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 – ACCRUED EXPENSES AND OTHER LIABILITIES

As of June 30, 2025 and December 31, 2024, accrued expenses and other current liabilities consisted of the following:

NOTE 7 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

As of September 30, 2025 and December 31, 2024, accrued expenses and other current liabilities consisted of the following:

September 30,

Payroll and vacation

2 unchanged sentences

Sales tax payable

Business development

Equipment purchases

Shipping fees

Research and development

Interest payable

Business development

Equipment purchases

Sales and marketing

Total accrued expenses and other liabilities

4 unchanged sentences

NOTE 8 – ACCRUED ISSUABLE EQUITY

A summary of the accrued issuable equity activity during the six months ended June 30, 2025 is presented below:

For the Six Months Ended

June 30, 2025

A summary of the accrued issuable equity activity during the nine months ended September 30, 2025 is presented below:

For the Nine Months Ended

September 30, 2025

Beginning balance at January 1, 2025

1 unchanged sentence

Shares issued in satisfaction of accrued issuable equity

Fair value at June 30, 2025

During the six months ended June 30, 2025, the Company entered into certain contractual arrangements for services in exchange for a fixed number of shares of common stock of the Company.

Fair value at September 30, 2025

During the nine months ended September 30, 2025, the Company entered into certain contractual arrangements for services in exchange for a fixed number of shares of common stock of the Company.

The estimated fair value of the shares to be issued was an aggregate of $ 210,904 based on the quoted market prices of the shares as of the respective contract dates.

During the six months ended June 30, 2025, the Company settled certain of its accrued issuable equity obligations through the issuance of an aggregate of 6,250 of its shares of common stock with an aggregate fair value of $ 69,500 , remeasured as of the date of settlement based on the quoted market prices of the shares.

During the three and six months ended June 30, 2025, the Company recorded gains in the aggregate amount of $ 58,678 and $ 319,276 , respectively, and recorded losses in the aggregate amount of $( 2,737 ) and $( 15,739 ) during the three and six months ended June 30, 2024, respectively, related to changes in the fair value of accrued issuable equity (see Note 12 – Stockholders’ Equity, Stock-Based Compensation for additional details).

The fair value of the accrued but unissued shares as of June 30, 2025, was $ 182,970 , based on Level 1 inputs, which consist of quoted prices for the Company’s common stock in active markets.

KULR TECHNOLOGY GROUP, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the nine months ended September 30, 2025, the Company settled certain of its accrued issuable equity obligations through the issuance of an aggregate of 6,250 of its shares of common stock with an aggregate fair value of $ 69,500 , remeasured as of the date of settlement based on the quoted market prices of the shares.

During the three and nine months ended September 30, 2025, the Company recorded gains in the aggregate amount of $ 89,815 and $ 409,091 , respectively, and recorded (losses) gains in the aggregate amount of $ 13,437 and $( 2,302 ) during the three and nine months ended September 30, 2024, respectively, related to changes in the fair value of accrued issuable equity (see Note 12 – Stockholders’ Equity, Stock-Based Compensation for additional details).

The fair value of the accrued but unissued shares as of September 30, 2025, was $ 152,740 , based on Level 1 inputs, which consist of quoted prices for the Company’s common stock in active markets.

NOTE 9 – LEASES

1 unchanged sentence

On January 31, 2024, the initial lease for Webster, Texas dated January 18, 2023, expired.

On January 27, 2024, the Company entered into a new lease agreement for new office space in Webster, Texas.

The initial lease term is 63 months .

The lease contains an option to renew for an additional 36 months , which is not reasonably certain to be exercised and therefore is not included in the measurement of the operating lease ROU asset and related lease liability.

On January 27, 2024, the Company entered into a new lease agreement for new office space in Webster, Texas, with an initial lease term of 63 months .

The lease contains an option

KULR TECHNOLOGY GROUP, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

to renew for an additional 36 months , which is not reasonably certain to be exercised and therefore is not included in the measurement of the operating lease ROU asset and related lease liability.

Monthly rental payments under the new lease are $ 33,818 , which is comprised of $ 22,682 of base rent and $ 11,136 of common area maintenance fees.

1 unchanged sentence

The Company determined that the value of the operating lease liability and related right-of-use asset at inception was $ 1,085,498 , using an incremental borrowing rate of 10 %.

The Company paid a security deposit of $ 37,930 in connection with the Webster lease agreement which is recorded within the security deposits section of the balance sheet as of June 30, 2025.

The Company paid a security deposit of $ 37,930 in connection with the Webster lease agreement which is recorded within the security deposits section of the balance sheets as of September 30, 2025 and December 31, 2024.

On April 15, 2025, the Company amended its original lease dated January 27, 2024 (the First Amendment”), for the property located at 555 Forge River Road, Webster, TX, to expand the rentable square footage by approximately 13,535 square feet (the “Expansion Premises) for a total rentable space of 31,095 square feet.

4 unchanged sentences

The Company also leases office space at 4863 Shawline Street, San Diego, CA, pursuant to an operating lease which originally expired May 31, 2024 (the “San Diego Lease”).

On January 25, 2024, the Company entered into an amendment to the lease dated April 5, 2021, for the facility located at 4863 Shawline Street, San Diego, CA 92111 (the “First Renewal”).

Pursuant to the amendment, the lease was extended for a period of eighteen months commencing June 1, 2024, and terminating November 30, 2025.

On January 25, 2024, the Company entered into an amendment to the lease (the “First Renewal”), whereby the lease was extended for a period of eighteen months commencing June 1, 2024, and terminating November 30, 2025.

The Company does not plan to renew this lease upon its expiration.

1 unchanged sentence

The Company determined that the value of the modified operating lease liability and related right-of-use asset to be $ 559,919 using an incremental borrowing rate of 10 %.

The Company paid a security deposit of $ 50,213 in connection with the San Diego lease agreement which is recorded within the prepaid expenses and other current assets section of the balance sheet as of June 30, 2025.

During the three and six months ended June 30, 2025, operating lease expense was $ 186,328 and $ 337,175 , respectively.

During the three and six months ended June 30, 2024, operating lease expense was $ 111,591 and $ 226,708 , respectively.

During the three and nine months ended September 30, 2025, operating lease expense was $ 204,070 and $ 541,245 , respectively.

During the three and nine months ended September 30, 2024, operating lease expense was $ 150,846 and $ 377,554 , respectively.

Finance Lease

The Company recorded depreciation expense in the amount of $ 388 and $ 777 in connection with ROU assets held under the finance lease during the three and six months ended June 30, 2025.

The Company recorded interest expense of $ 46 and $ 97 during the three and six months ended June 30, 2025, in connection with its finance lease liability.

No depreciation or interest expenses were recorded as of June 30, 2024.

KULR TECHNOLOGY GROUP, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company recorded depreciation expense in the amount of $ 388 and $ 1,165 in connection with ROU assets held under the finance lease during the three and nine months ended September 30, 2025.

The Company recorded interest expense of $ 41 and 138 during the three and nine months ended September 30, 2025, in connection with its finance lease liability.

The Company recorded depreciation expense in the amount of $ 388 in connection with ROU assets held under the finance lease during the three and nine months ended September 30, 2024.

The Company recorded interest expense of $ 62 during the three and nine months ended September 30, 2024, in connection with its finance lease liability.

Supplemental Information

Maturities of lease liabilities as of June 30, 2025, were as follows:

Maturities of lease liabilities as of September 30, 2025, were as follows:

Operating Lease

6 unchanged sentences

Lease liabilities, non current portion

KULR TECHNOLOGY GROUP, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Supplemental cash flow information related to the leases are as follows:

For the Six Months Ended

For the Nine Months Ended

September 30,

Cash paid for amounts included in the measurement of lease liabilities:

11 unchanged sentences

NOTE 10-NOTES PAYABLE

A summary of the notes payable activity during the six months ended June 30, 2025, is presented below:

A summary of the notes payable activity during the nine months ended September 30, 2025, is presented below:

Outstanding, January 1, 2025

1 unchanged sentence

Amortization of debt discount

Total notes payable as of June 30, 2025

Total notes payable as of September 30, 2025

NOTE 11 – INCOME TAX

The Company’s effective tax rate was zero for the three and six months ended June 30, 2025 and 2024, respectively.

The Company’s effective tax rate was zero for the three and nine months ended September 30, 2025 and 2024, respectively.

The effective tax rates for all periods differs from the statutory rate of 21 % as a result of the net change in valuation allowance against the net deferred tax asset that the Company believes is not more likely than not to be realized.

The Company continues to carry a full valuation allowance on its net deferred tax assets.

KULR TECHNOLOGY GROUP, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Tax Law Change

On July 4th, 2025, the President signed into law significant federal tax legislation, H.R.1 (the “Tax Reform Act of 2025”).

On July 4, 2025, the President signed into law significant federal tax legislation, H.R.1 (the “Tax Reform Act of 2025”).

The legislation includes numerous changes to U.S.

3 unchanged sentences

The Company is currently evaluating the impact of the Tax Reform Act of 2025 on its condensed consolidated financial statements.

The effects of the new law, including remeasurement of deferred tax assets and liabilities and changes to current and future tax expense, will be reflected in the period of enactment and in future periods as additional guidance is issued and the Company completes its analysis.

NOTE 12 - STOCKHOLDERS’ EQUITY (DEFICIT)

The effects of the new law, including remeasurement of deferred tax assets and liabilities and changes to current and future tax expense, will be evaluated.

No material impact is expected given the Company’s historical net operating losses.

KULR TECHNOLOGY GROUP, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 - STOCKHOLDERS’ EQUITY

Equity Incentive Plan

3 unchanged sentences

The 2018 Plan requires the exercise price of stock options to be not less than the fair value of the Company’s common stock on the date of grant.

As of June 30, 2025, there were 98,767 shares available for issuance under the 2018 Plan.

At the Market Offering

On January 24, 2025, the Company increased the maximum aggregate offering amount of the shares of the Company’s common stock issuable under its At the Market Offering agreement (the “ATM Agreement”) by an additional $ 50 million.

On May 30, 2025, the Company completed its initial ATM Agreement offering agreement with a total of 14,783,393 shares issued for gross proceeds of $ 146 million.

On June 9, 2025, the Company entered into a second At the Market Offering agreement (the “second ATM Agreement”) with an agent (the “Agent”), pursuant to which the Company may, from time to time, sell shares of common stock for aggregate gross proceeds of up to $ 300 million in an “At the Market” offering through or to the Agent.

As of September 30, 2025, there were 130,170 shares available for issuance under the 2018 Plan.

At the Market Offerings

On May 30, 2025, the Company completed its initial ATM offering under the First ATM Agreement with a total of 14,783,393 shares issued for gross proceeds of $ 146 million, of which 9,347,644 shares were issued and gross proceeds of $ 61.9 million were received in 2024 pursuant to the First ATM agreement.

On June 9, 2025, the Company entered into a second At the Market Offering agreement (the “Second ATM Agreement”) with certain sales agents (the “Agent”), pursuant to which the Company may, from time to time, sell shares of common stock for aggregate gross proceeds of up to $ 300 million in an “At the Market” offering through or to the Agent.

On September 30, 2025, the Company amended and reduced the aggregate offering amount pursuant to the Second ATM Agreement to $ 150 million.

Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of the sale, or as otherwise agreed with the Agent.

The Agent will receive a commission from the Company of up to 3.0 % of the gross proceeds of any shares of common stock sold pursuant to the ATM Agreement.

During the six months ended June 30, 2025, the Company issued a total of 6,258,415 shares of common stock pursuant to the ATM Agreements for aggregate gross proceeds of $ 89,484,074 , with cash issuance costs of $ 2,239,735 .

During the six months ended June 30, 2025, the Company issued an aggregate of 9,000 shares of common stock valued at $ 95,570 for legal and consulting services, of which 6,250 shares valued at issuance at $ 69,500 were accrued at January 1, 2025 for services rendered in prior years.

During the six months ended June 30, 2025, the Company issued 1,688 shares of common stock upon the exercise of stock options for gross proceeds of $ 10,815 .

The Agent will receive a commission from the Company of up to 3.0 % of the gross proceeds of any shares of common stock sold pursuant to the Second ATM Agreement.

During the nine months ended September 30, 2025, the Company issued a total of 9,420,337 shares of common stock pursuant to the ATM Agreements for aggregate gross proceeds of $ 107,311,618 , with cash issuance costs of $ 2,685,424 .

During the nine months ended September 30, 2024, the Company issued a total of 1,602,810 shares of common stock pursuant to the First ATM Agreement for aggregate gross proceeds of $ 3,431,090 , with cash issuance costs of $ 103,718 .

During the nine months ended September 30, 2025, the Company issued an aggregate of 9,000 shares of common stock valued at $ 95,570 for legal and consulting services, of which 6,250 shares valued at issuance at $ 69,500 were accrued at January 1, 2025 for services rendered in prior years.

During the nine months ended September 30, 2024, the Company issued an aggregate of 43,957 shares of common stock valued at $ 104,960 for equity compensation to its independent members of the Board of Directors, legal and consulting services.

During the nine months ended September 30, 2025, the Company issued 1,688 shares of common stock upon the exercise of stock options for gross proceeds of $ 10,815 .

No stock options were exercised during the nine months ended September 30, 2024.

KULR TECHNOLOGY GROUP, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the six months ended June 30, 2025, the Company issued 129,951 shares of common stock upon the vesting of restricted stock units previously granted, of which 29,635 shares were withheld to cover payroll tax obligations.

See At The Market Offering, above , for share issuances pursuant to the Company’s ATM Agreement.

During the nine months ended September 30, 2025, the Company issued 141,200 shares of common stock upon the vesting of restricted stock units previously granted, of which 35,635 shares were withheld to cover payroll tax obligations.

During the nine months ended September 30, 2024, the Company issued 77,142 shares of common stock upon the vesting of restricted stock units previously granted, and no shares were withheld to cover payroll tax obligations.

See At The Market Offerings, above , for share issuances pursuant to the Company’s ATM Agreements.

Treasury Stock

2 unchanged sentences

Generally, the shares withheld are then transferred to the Company’s treasury stock at cost.

During the six months ended June 30, 2025, the Company withheld 5,527 shares recorded at their cost of $ 97,522 in connection with the vesting of restricted common stock units during the period.

The Company had 21,922 and 16,395 shares held in treasury as of June 30, 2025 and December 31, 2024, respectively, recorded at their cost of $ 393,744 and $ 296,222 , respectively.

During the nine months ended September 30, 2025, the Company repurchased 5,527 shares recorded at their cost of $ 97,522 in connection with paying employee payroll tax obligation for vested restricted common stock units during the period.

The Company had 21,922 and 16,395 shares held in treasury as of September 30, 2025 and December 31, 2024, respectively, recorded at their cost of $ 393,744 and $ 296,222 , respectively.

Preferred Stock

On January 16, 2025, the Board of Directors approved the issuance of an additional 270,000 shares of Non-convertible Series A Voting Preferred Stock (“Series A Preferred”) to the CEO, such that the total shares of Series A Preferred held by the CEO as of June 30, 2025 is 1,000,000 shares.

The issuance of up to 1,000,000 shares of Non-convertible Series A Voting Preferred Stock to the CEO was previously approved and authorized by a vote of the majority stockholders of the Company, 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 the CEO is removed from any position with the Company or resigns from all positions with the Company.

Holders of Non-convertible Series A Voting Preferred Stock shall not be entitled to dividends, shall not convert into another series or class of stock of the Company and have no rights to distributions in the event of any liquidation.

Accordingly, there was no value ascribed to these shares when issued.

Each record holder of Non-convertible Series A Voting Preferred Stock shall have that number of votes (identical in every other respect to the voting rights of the holders of common stock entitled to vote at any regular or special meeting of the shareholders or by written consent) equal to one-hundred ( 100 ) votes per share of Non-convertible Series A Voting Preferred Stock held by such record holder.

There was no warrant activity during the three and six months ended June 30, 2025.

The weighted average exercise price of warrants outstanding at June 30, 2025 was $ 8.50 .

A summary of outstanding and exercisable warrants as of June 30, 2025, is presented below:

Warrants Outstanding

Warrants Exercisable

Remaining Life

There was no warrant activity during the three and nine months ended September 30, 2025.

The weighted average exercise price of warrants outstanding at September 30, 2025 was $ 8.50 .

Outstanding, January 1, 2025

Outstanding, September 30, 2025

Exercisable, September 30, 2025

KULR TECHNOLOGY GROUP, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A summary of outstanding and exercisable warrants as of September 30, 2025, is presented below:

Warrants Outstanding

Warrants Exercisable

Remaining Life

Stock-Based Compensation

The following table presents information related to stock-based compensation for the three and six months ended June 30, 2025 and 2024:

The following table presents information related to stock-based compensation for the three and nine months ended September 30, 2025 and 2024:

For The Three Months Ended

For The Six Months Ended

Shares issued for legal services

For The Nine Months Ended

September 30,

Shares issued for legal and consulting services

Shares issued to board members

2 unchanged sentences

Amortization of restricted stock awards and units

During the three and six months ended June 30, 2025, the Company recognized stock-based compensation expense of $ 1,584,799 and $ 3,222,167 respectively, of which $ 1,162,910 and $ 2,396,145 , respectively, are included within selling, general and administrative expenses, and $ 421,889 and $ 826,022 , respectively are included within research and development expenses in the condensed consolidated statements of operations.

During the three and six months ended June 30, 2024, the Company recognized stock-based compensation expense of $ 909,026 and $ 1,754,955 , respectively, of which $ 870,837 and $ 1,678,942 , respectively, is included within selling, general and administrative expenses, and $ 38,189 and $ 76,013 , respectively is included within research and development expenses in the unaudited condensed consolidated statements of operations.

During the three and nine months ended September 30, 2025, the Company recognized stock-based compensation expense of $ 1,288,074 and $ 4,510,241 respectively, of which $ 1,140,466 and $ 3,536,611 , respectively, are included within selling, general and administrative expenses, and $ 147,608 and $ 973,630 , respectively are included within research and development expenses in the condensed consolidated statements of operations.

During the three and nine months ended September 30, 2024, the Company recognized stock-based compensation expense of $ 56,199 and $ 1,811,156 , respectively, of which $ 25,561 and $ 1,704,505 , respectively, is included within selling, general and administrative expenses, and $ 30,638 and $ 106,651 , respectively is included within research and development expenses in the condensed consolidated statements of operations.

Stock Options

A summary of stock options activity during the six months ended June 30, 2025, is presented below:

A summary of stock options activity during the nine months ended September 30, 2025, is presented below:

Outstanding, January 1, 2025

Outstanding, June 30, 2025

Exercisable, June 30, 2025

Outstanding, September 30, 2025

Exercisable, September 30, 2025

KULR TECHNOLOGY GROUP, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents information related to stock options as June 30, 2025:

The following table presents information related to stock options as September 30, 2025:

Options Outstanding

Options Exercisable

Remaining Term

Remaining Life

$ 2.24 - $ 7.92

2 unchanged sentences

$ 16.40 - $ 18.48

No options were granted during the three months ended June 30, 2025.

The weighted average grant date fair value per share of options granted during the six months ended June 30, 2025 was $ 8.47 .

The weighted average grant date fair value per share for options granted during the three and six months ended June 30, 2024 was $ 1.68 and $ 1.58 , respectively.

No options were granted during the three months ended September 30, 2025.

The weighted average grant date fair value per share of options granted during the nine months ended September 30, 2025 was $ 8.47 .

For the nine months ended September 30, 2024, the weighted average grant date fair value per share of options granted was $ 1.58 .

No options were granted during the three months ended September 30, 2024.

The Company has computed the fair value of stock options granted using the Black-Scholes option pricing model.

1 unchanged sentence

For The Three Months Ended

For The Six Months Ended

For The Nine Months Ended

September 30,

Risk free interest rate

4.27 % - 4.81

Expected term (years)

7 unchanged sentences

Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued.

As of June 30, 2025, there was $ 97,223 of unrecognized stock-based compensation expense related to the above stock options, which will be recognized over the weighted average remaining vesting period of 2.52 years.

As of September 30, 2025, there was $ 81,115 of unrecognized stock-based compensation expense related to the above stock options, which will be recognized over the weighted average remaining vesting period of 2.44 years.

Restricted Stock Awards

The following table presents information related to restricted stock awards activity during the six months ended June 30, 2025:

The following table presents information related to restricted stock awards activity during the three and nine months ended September 30, 2025:

Weighted Average

1 unchanged sentence

Non-vested RSAs, January 1, 2025

Non-vested RSAs, June 30, 2025

As of June 30, 2025, there was $ 89,333 of unrecognized stock-based compensation expense related to restricted stock awards that will be recognized over the weighted average remaining vesting period of 1.21 years.

Non-vested RSAs, September 30, 2025

As of September 30, 2025, there was $ 69,538 of unrecognized stock-based compensation expense related to restricted stock awards that will be recognized over the weighted average remaining vesting period of 0.98 years.

KULR TECHNOLOGY GROUP, INC.

2 unchanged sentences

Restricted Stock Units

The following table presents information related to restricted stock units (“RSUs”) activity during the six months ended June 30 2025:

The following table presents information related to restricted stock units (“RSUs”) activity during the three and nine months ended September 30, 2025:

Weighted Average

1 unchanged sentence

Non-vested RSUs, January 1, 2025

Non-vested RSUs, June 30, 2025

Vested RSUs undelivered June 30, 2025

Non-vested RSUs, September 30, 2025

Vested RSUs undelivered September 30, 2025

To date, RSUs have only been granted to employees and consultants in accordance with the Company’s 2018 Equity Incentive Plan.

Pursuant to the terms of the restricted stock unit agreements, the vested but undelivered units are to be settled on January 1, 2026.

As of June 30, 2025, there was $ 15,352,732 of unrecognized stock-based compensation expense related to restricted stock units that will be recognized over the weighted average remaining vesting period of 3.37 years.

As of September 30, 2025, there was $ 14,172,986 of unrecognized stock-based compensation expense related to restricted stock units that will be recognized over the weighted average remaining vesting period of 3.13 years.

NOTE 13 – COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

The Company may be involved in litigation and arbitrations from time to time in the ordinary course of business.

As of June 30, 2025, the Company was not involved in any ongoing litigation.

As of September 30, 2025, the Company was not involved in any ongoing litigation.

The Company records legal costs associated with loss contingencies as incurred.

15 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following tables present the breakout of the operations of the energy management and digital asset mining segments for the three and six months ended June 30, 2025 and 2024:

The following tables present the breakout of the operations of the energy management and digital asset mining segments for the three and nine months ended September 30, 2025 and 2024:

For the Three Months Ended

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

Cost of revenue

2 unchanged sentences

Selling, general, and administrative

Impairment expense

Credit losses on accounts receivable

Total Operating Expenses

Segment Net Loss

Segment Operating (Loss) Gain

( 8,744,462 )

4 unchanged sentences

Other segment (expense) income (1)

Impairment of equity investment

( 3,325,045 )

Credit loss on convertible loan receivable

( 1,832,690 )

Change in fair value of digital assets

Total Other Expense, net

Total Other Income (Expense), net

( 5,072,902 )

Net (Loss) Income

( 13,817,364 )

( 6,973,915 )

For the Six Months Ended

June 30, 2025

June 30, 2024

( 2,003,764 )

For the Nine Months Ended

September 30, 2025

September 30, 2024

Cost of revenue

2 unchanged sentences

Selling, general, and administrative

Impairment expense

Credit losses on accounts receivable

Total Operating Expenses

Segment Net Loss

Segment Operating (Loss) Gain

( 27,464,070 )

4 unchanged sentences

Other segment (expense) income (1)

( 1,209,073 )

Impairment of equity investment

( 3,325,045 )

Credit loss on convertible loan receivable

( 1,832,690 )

Change in fair value of digital assets

Total Other Expense, net

Total Other Income (Expense), net

( 4,461,626 )

1 unchanged sentence

( 1,209,073 )

Net (Loss) Income

( 31,925,696 )

June 30, 2025

( 17,638,424 )

( 12,903,168 )

September 30, 2025

December 31, 2024

3 unchanged sentences

Other segment expenses and losses include interest income, interest expense, amortization of debt discount, gain (loss) on extinguishment of debt and change in fair value of accrued issuable equity.

Geographic Information

As of June 30, 2025, $ 107,090,334 of the Company’s long-lived assets are located in the U.S., and $ 3,325,045 are in a foreign nation.

KULR TECHNOLOGY GROUP, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Geographic Information

As of September 30, 2025, $ 126,354,558 of the Company’s long-lived assets are located in the U.S., and $ 1,180,129 are in a foreign nation.

As of December 31, 2024, all of the Company’s long-lived assets were located in the U.S.

During the three and six months ended June 30, 2025, $ 1,117,959 and $ 2,166,368 of revenue was generated from foreign entities.

During the three and six months ended June 30, 2024, $ 288,888 and $ 417,449 of revenue was generated from foreign entities.

During the three and nine months ended September 30, 2025, $ 287,492 and $ 2,453,860 of revenue was generated from non-U.S.

During the three and nine months ended September 30, 2024, $ 1,913,527 and $ 2,219,588 of revenue was generated from non-U.S.

NOTE 15 - SUBSEQUENT EVENTS

Loan Agreement

In early July 2025 the Company secured a $ 20 million credit facility with its digital assets custodian (the “Custodian”).

On July 8, 2025, the Company entered into an agreement (the “Loan Agreement”) pursuant to which the Company borrowed $ 8 million and segregated 232 bitcoin as collateral against this loan.

Of the $ 8 million borrowed, $ 6.7 million was used to purchase 61.4 Bitcoin.

As of August 12, 2025 the Company repaid $ 1.2 million and $ 42 thousand in principal and interest, respectively.

At the Market Offering

During the period from July 1, 2025 through August 12, 2025, the Company issued 1.6 million shares of common stock for gross proceeds of $ 10.7 million pursuant to the ATM.

During the period from October 1, 2025 through November 14, 2025, the Company issued 3.0 million shares of common stock for gross proceeds of $ 15.1 million pursuant to the Second ATM Agreement.

Digital Assets

During the period from July 1, 2025 through August 12, 2025, the Company purchased 90.0 Bitcoin, at an average cost of $ 108,889 per Bitcoin.

During the period from July 1, 2025 through August 12, 2025, the Company has earned 17.69 Bitcoin from mining services.

During the period from October 1, 2025 through November 14, 2025, the Company has earned 7.43 Bitcoin from mining services.

Digital Asset Mining Lease Agreement

On October 1, 2025, the Company entered into a two year lease agreement (the “Fifth Machine Lease Agreement”) with a digital asset mining services company to operate digital assets mining machines on KULR’s behalf, at a total lease cost of $ 4.2 million.

Repayment of Loan Payable

Subsequent to September 30, 2025, the Company repaid the remaining $ 3.8 million principal balance of the loan payable and $ 49,139 of interest pursuant to the Loan Agreement entered into on July 8, 2025.

Convertible Loan Receivable

On October 24, 2025, the Company loaned an additional $ 294,875 (€ 250,000 ) to the Investee pursuant to the convertible loan agreement, which has been fully impaired.

See Note 5 – Investments, Impairment and Credit Losses for additional information.

Investment in Foreign Entity

On November 13, 2025, the Company was notified that its Investee, that is also a customer, filed an application with a German insolvency court to open insolvency proceedings.

See Note 5 – Investments, Impairment and Credit Losses for additional information.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements