KULR Technology Group, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e)) (the “Exchange Act”). Based on the foregoing evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2024, our disclosure controls and procedures were effective. Disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in its reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Management’s Report on Internal Control Over Financial Reporting Our management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 Framework). Based on this evaluation, our principal executive officer and principal financial officer have concluded that our internal control over financial reporting as of December 31, 2024 was effective. 48 Table of Contents Changes in Internal Control Over Financial Reporting There has been no change in our internal control over financial reporting that occurred during the fourth quarter of 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations of the Effectiveness of Controls Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. A control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. Attestation Report of Registered Public Accounting Firm This Annual Report does not contain an attestation report of our independent registered public accounting firm related to internal control over financial reporting because the rules for smaller reporting companies provide an exemption from the attestation requirement. ​ ITEM 9B. OTHER INFORMATION Insider Trading Arrangements During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted, modi fied or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5 -1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933). ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. ​ 49 Table of Contents PART III ITEM 10 . DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE Executive Officers and Directors Our executive officers and directors and their ages are as follows: ​ ​ ​ ​ ​ ​ Name Age Office Michael Mo 54 Chief Executive Officer and Chairman Dr. William Walker 35 Director, Chief Technology Officer Shawn Canter ​ 54 ​ Chief Financial Officer Michael Carpenter ​ 61 ​ Vice President of Engineering Dr. Joanna Massey 56 Lead Director Donna Grier ​ 67 ​ Director ​ The term of office for each director is one year, or until the next annual meeting of the stockholders. Michael Mo was appointed CEO and Director of the Company on March 16, 2011. Mr. Mo is a technology entrepreneur and successful investor with over 20 years of experience in technology management, product development and marketing. In 2013, he co-founded KULR and has been serving as its CEO since then. From 2007 to 2015, Mr. Mo served as Senior Director of Business Development at Amlogic, Inc., a California high-tech company. Mr. Mo received his Master of Science in Electrical Engineering from the University of California at Santa Barbara in 1995. Shawn Canter was appointed as Chief Financial Officer (“CFO”) effective as of March 31, 2023. Mr. Canter is a seasoned corporate executive and board member with over 25 years of experience leading teams in hands-on roles in both institutional and early/growth stage companies bringing solutions to complex situations. He gained significant financial and transactional experience as an executive in mergers and acquisitions (“M&A”) at Goldman Sachs and at Bank of America’s investment banking division where he also served as Chief Operating Officer of M&A. Mr. Canter will be responsible for financial management and driving a disciplined fiscal strategy while scaling the Company through its commercialization phase. Mr. Canter received a bachelor’s degree in economics and a master’s degree in organizational behavior from Stanford University, as well as a JD and an MBA from the University of Michigan. Dr. William Walker was appointed Chief Technical Officer, effective November 1, 2022. Dr. Walker who originally joined the Company in March 2022 as Director of Engineering, has significant experience in professional and research related activities focused on thermo-electrochemical testing and analysis of lithium-ion (Li-ion) battery assemblies and related thermal management products designed for space exploration applications. Prior to joining the Company, from October 2021 to March 2022, Dr. Walker was a Research Scientist at Underwriters Laboratories Inc. since October of 2021. From June 2012 to October 2021, Dr. Walker was employed by the National Aeronautics and Space Administration (NASA) Johnson Space Center (JSC) where he focused on designing battery assemblies for human spaceflight applications capable of safely mitigating the effects of thermal runaway and preventing cell-to-cell propagation. Dr. Walker was recognized with a NASA Trailblazer award and with the RNASA Stellar Award for early career contributions to Li-ion battery thermal analysis and calorimetry methods. Dr. Walker continues to be engaged in the academic and professional communities focused on battery safety. Dr. Walker received his B.S. in Mechanical Engineering at West Texas A&M University (WTAMU) and Ph.D. in Materials Science and Engineering at the University of Houston (UH). Michael Carpenter serves as KULR’s Vice President of Engineering. Mr. Carpenter has been employed by ESLI since December 1983, serving as Director of the PCM Heatsink Group, Quality Manager, Facility Security Officer (FSO) in the Defense Industrial Security Program from 1988 to 1995. He also has been served as Safety Officer since he joined ESLI in 1983. Mr. Carpenter received his B.S. in Applied Mechanics from the University of California, San Diego in 1983. Non-Executive Directors Dr. Joanna Massey is a public company Board Director and communications executive at global Fortune 500 companies. She specializes in enterprise risk management, governance, and guiding organizations through transformative periods. Dr. Massey helps companies with operational efficiency, aligning strategic initiatives, and navigating complex transitions. In her board roles for public and private companies, Dr. Massey serves as Chair of Nominations & Governance, Chair of Compensation, and she sits on the Audit and M&A Committees. Dr. Massey has a PhD in psychology and 30 years of experience advising Chairmen and CEOs. She spent her operating career in the media and digital technology industries strategizing on global brand reputation management as Head of Communications at Condé Nast Entertainment and Senior Vice President of Corporate Communications at Lions Gate Entertainment (NYSE: LGF.A; LGF.B). She also held Senior Vice President positions in communications and media relations at CBS Corporation and 50 Table of Contents Viacom, Inc., now Paramount Global (Nasdaq: PARA), as well as at a joint venture between Discovery, Inc. (Nasdaq: WBD) and Hasbro, Inc. (Nasdaq: HAS). As a corporate communications executive, Dr. Massey managed integration during major M&A transactions at Lionsgate, CBS, and Discovery; corporate turnaround as Condé Nast pivoted from print to video; and crisis communications with consumers, employees, investors, regulators, and politicians. She is based in the United States and has international experience working with partners in Europe, the UK, China and India. Donna Grier has been a member of the Company’s Board of Directors since April 15, 2024, serving as Chair of the Audit Committee and a member of both the Nominating and Corporate Governance and Compensation Committees of the Board. Ms. Grier is a seasoned SEC-Qualified Financial Expert with extensive Audit Committee experience. She has held two Executive Finance leadership positions: Vice President-Treasurer and Vice President-General Auditor & Chief Ethics and Compliance Officer with E. I. DuPont de Nemours (NYSE: DD). At the time, DuPont was a diversified agricultural and manufacturing Fortune 100 Company focused on seed, crop chemicals, specialty chemicals and industrial materials. In addition to CFO roles in global and diverse business units, Ms. Grier has significant strategic M&A transaction experience, driving shareholder value. She also has international financial leadership experience in Europe and South America with demonstrated success in leading organizations and driving strategic and operational change while continuously improving cost and cash productivity. Ms. Grier currently serves as Board Director and Audit & Risk Management Committee Chair for Global Advanced Metals, a privately held tantalum producer. She previously served as Board Director and Audit Committee Chair of Pyxus International, a global agricultural company (NYSE:PYX until 2020). She also serves as Chair of the Board of Trustees for Washington & Jefferson College. Ms. Grier earned her MBA from the Booth School of Business at the University of Chicago and a BA in Economics and Psychology from Washington & Jefferson College. Board Composition The Company’s directors are elected at the annual meeting of shareholders to hold office until the annual meeting of shareholders for the ensuing year or until their successors have been duly elected and qualified. Officers are elected annually by the board of directors and serve at the discretion of the board. Our board currently consists of three directors, Michael Mo, Joanna Massey, and Donna Grier. Dr. Joanna Massey and Ms. Donna Grier are “independent” as defined under the NYSE American rules (as discussed below). Family Relationships There are no family relationships between any director and executive officer. Director Independence Our board of directors has determined that Donna Grier and Dr. Joanna Massey are “independent,” as defined under the NYSE American rules. For purposes of the NYSE American rules, an independent director means a person other than an executive officer or employee of our company or any other individual having a relationship which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, subject to certain additional limitations. Committees of the Board of Directors Our board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directors are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Our board of directors may establish other committees as it deems necessary or appropriate from time to time. Audit Committee The members of our Audit Committee are Donna Grier and Dr. Joanna Massey, with Ms. Grier serving as the Chairperson. Each of Donna Grier and Dr. Joanna Massey, is independent under the rules and regulations of the SEC and the listing standards of the NYSE American applicable to audit committee members. Our board of directors has determined that each of Donna Grier and Dr. Joanna Massey qualify as an audit committee financial expert within the meaning of SEC regulations and meet the financial sophistication requirements of the NYSE American. Our Audit Committee has the responsibility for, among other things, (i) selecting, retaining and overseeing our independent registered public accounting firm, (ii) obtaining and reviewing a report by independent auditors that describe the accounting firm’s 51 Table of Contents internal quality control, and any materials issues or relationships that may impact the auditors, (iii) reviewing and discussing with the independent auditors standards and responsibilities, strategy, scope and timing of audits, any significant risks, and results, (iv) ensuring the integrity of the Company’s financial statements, (v) reviewing and discussing with the Company’s independent auditors any other matters required to be discussed by PCAOB Auditing Standard No. 1301, (vi) reviewing, approving and overseeing any transaction between the Company and any related person and any other potential conflict of interest situations, (vii) overseeing the Company’s internal audit department, (viii) reviewing, approving and overseeing related party transactions, and (ix) establishing and overseeing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters. Compensation Committee The members of our Compensation Committee are Donna Grier and Dr. Joanna Massey, with Ms. Grier and Dr. Massey serving as Co-Chairpersons. Our Compensation Committee has the responsibility for, among other things, (i) reviewing and approving the chief executive officer’s compensation based on an evaluation in light of corporate goals and objectives, (ii) reviewing and recommending to the Board the compensation of all other executive officers, (iii) reviewing and recommending to the Board incentive compensation plans and equity plans, (iv) reviewing and discussing with management the Company’s Compensation Discussion and Analysis and related information to be included in the annual report on Form 10-K and proxy statements, and (v) reviewing and recommending to the Board for approval procedures relating to Say on Pay Votes. Nominating and Corporate Governance Committee The members of our Nominating and Corporate Governance Committee are Donna Grier and Dr. Joanna Massey, with Dr. Massey serving as the Chairperson. Our Nominating and Corporate Governance Committee has the responsibility relating to assisting the Board in, among other things, (i) identifying and screening individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors, (ii) recommending to the Board the approval of nominees for director, (ii) developing and recommending to our board of directors a set of corporate governance guidelines, and (iv) overseeing the evaluation of our board of director. Code of Ethics Our board of directors has adopted a Code of Business Conduct and Ethics (the “Code”). The Code applies to all of our directors, officers and employees. We have made the Code available on our website https://www.kulrtechnology.com/governance-documents/. We intend to disclose future amendments to, or waivers of, our Code, as and to the extent required by SEC regulations, at the same location on our website identified above or in public filings. Involvement in Certain Legal Proceedings Our directors, executive officers and control persons have not been involved in any of the following events during the past five years: ● any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; ● any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or ● being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. Section 16(a) Beneficial Ownership Compliance Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of the issued and outstanding shares of our common stock to file reports of initial ownership of common stock and other equity securities and 52 Table of Contents subsequent changes in that ownership with the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, during the fiscal year ended December 31, 2024, our officers, directors and greater than 10% beneficial owners have complied with all applicable filing requirements of Section 16(a). Nomination Process As of December 31, 2024, we did not affect any material changes to the procedures by which stockholders may recommend nominees to the Board of Directors. We do not have any defined policy or procedure requirements for stockholders to submit recommendations or nominations for directors. The Board of Directors believes that, given the current stage of our development, a specific nominating policy would be premature and of little assistance until our operations develop to a more advanced level. We do not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and there is no specific process or procedure for evaluating such nominees. The Board of Directors assesses all candidates, whether submitted by management or stockholders, and makes recommendations for election or appointment. A stockholder who wishes to communicate with the Board of Directors may do so by directing a written request addressed to our Chief Executive Officer at the address appearing on the face page of this annual report. ​ ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table The following Summary Compensation Table sets forth all compensation earned in all capacities during the fiscal years ended December 31, 2024 and 2023 by (i) our principal executive officer, (ii) our two most highly compensated executive officers, other than our principal executive officer, who were serving as executive officers as of December 31, 2024 and whose total compensation for the 2024 fiscal year, as determined by Regulation S-K, Item 402, exceeded $100,000, (iii) a person who would have been included as one of our two most highly compensated executive officers, other than our principal executive officer, but for the fact that he was not serving as one of our executive officers as of December 31, 2024 (the individuals falling within categories (i), (ii) and (iii) are collectively referred to as the “Named Executive Officers”): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock ​ Option ​ Other Total Name and Principal Position ​ Year Salary Bonus Awards Awards Compensation Earned ​ Michael Mo 2024 ​ $ 272,196 ​ $ 100,000 ​ $ 103,043 ​ $ — ​ $ — ​ $ 475,239 (1) Chief Executive Officer 2023 ​ $ 333,649 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 333,649 ​ Shawn Canter 2024 ​ $ 250,001 ​ $ 45,000 ​ $ — ​ $ — ​ $ — ​ $ 295,001 ​ Chief Financial Officer 2023 ​ $ 188,369 ​ $ — ​ $ 1,380,000 ​ $ — ​ $ — ​ $ 1,568,369 (2) William Walker 2024 ​ $ 228,270 ​ $ 50,000 ​ $ — ​ $ — ​ $ — ​ $ 278,270 ​ Chief Technology Officer ​ 2023 ​ $ 223,703 ​ $ — ​ $ 266,000 ​ $ — ​ $ — ​ $ 489,703 (3) Keith Cochran ​ 2024 ​ $ 186,658 ​ $ — ​ ​ ​ ​ $ — ​ $ 99,551 ​ $ 286,209 (4) Former Chief Operating Officer* 2023 ​ $ 292,678 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 292,678 (1) Includes 286,230 shares of the Company’s common stock which vests over one year. (2) Includes cash compensation earned from date of hire March 31, 2023 through December 31, 2023. Also includes 1,500,000 shares of the Company’s common stock which vest in five equal increments over five years. (3) Includes 350,000 shares of the Company’s common stock which vest in four equal increments over four years. (4) Includes severance payment of $99,551. * Resigned effective August 20, 2024 Employment Contracts; Termination of Employment and Change-in-Control Arrangements We have not entered into employment agreements with our officers and directors and our Board of Directors has the sole discretion to pay salaries and incentive bonuses, including merit-based cash and equity bonuses. 53 Table of Contents During the year ended December 31, 2024, the Board, at the recommendation of the Compensation Committee, approved the following compensation for each of the following officers of the Company: ● Effective May 23, 2024, the Board approved a $112,344 reduction in Michael Mo’s salary and granted 286,230 of the Company’s restricted stock units, which shall vest in one year. On December 26, 2024, the Board approved a cash bonus to Michael Mo in the amount of $100,000. ● On October 4, 2024, the Board approved a cash bonus to Shawn Canter in the amount of $45,000. ● On December 26, 2024, the Board approved a cash bonus to William Walker in the amount of $50,000. Equity Compensation Plans On August 15 and November 5, 2018, the Board of Directors and a majority of the Company’s shareholders, respectively, approved the 2018 Equity Incentive Plan (the “2018 Plan”). Under the 2018 Plan, 15,000,000 shares of common stock of the Company are authorized for issuance. The 2018 Plan provides for the issuance of incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights, restricted stock, and restricted stock units to employees, directors and consultants of the Company and its affiliates. The 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. Compensation of Directors On November 1, 2022, the Board of the Company appointed a Lead Independent Director (“Lead Director”) and a non-Lead Independent Director (“non-Lead Director”) of the Board, to hold office until the earlier of the expiration of the term of office of the director whom they have replaced, successors are duly elected and qualified, or the earlier of such director’s death, resignation, disqualification, or removal. Furthermore, the Lead Director will receive annual cash compensation equal to $150,000 upon their appointment and the non-Lead Independent Director (“non-Lead Director”) will receive annual cash compensation equal to $70,000. Additionally, the Lead Director and non-Lead Director were each granted 140,000 shares of restricted stock units, which vested quarterly in 35,000 share installments, of which 105,000 units were fully vested as of December 31, 2024. The Lead Director also received 15,000 immediately vested shares of common stock. Outstanding Equity Awards at Fiscal Year-End The following table discloses information regarding outstanding equity awards granted or accrued as of December 31, 2024, for our named executive officers. ​ ​ ​ ​ ​ ​ ​ Outstanding Equity Awards Stock Awards ​ ​ Number of Shares or Units of ​ Market Value of Units of ​ ​ Stock that have not vested ​ Stock that have not vested Name (#) ($) Michael Mo (Chief Executive Officer) 1,036,230 ​ $ 3,678,617 Shawn Canter (Chief Financial Officer) ​ 1,200,000 ​ ​ 4,260,000 Dr. William Walker (Chief Technology Officer) ​ 312,500 ​ ​ 1,109,375 ​ ​ 54 Table of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table provides the names and addresses of each person known to us who own more than 5% of the outstanding common stock as of the date of this annual report, and by our officers and directors as of March 27, 2025. Except as otherwise indicated, all shares are owned directly. Unless otherwise indicated, the address of each of the persons shown is c/o KULR Technology Group, Inc., 555 Forge River Road, Suite 100, Webster, TX. Each record holder of Non-convertible Series A Voting Preferred Stock shall have that number of votes (identical in every other respect to the voting rights of the holders of Common Stock entitled to vote at any regular or special meeting of the shareholders or by written consent) equal to one hundred (100) votes per share of Non-convertible Series A Voting Preferred Stock held by such record holder. ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount of ​ ​ ​ ​ Beneficial ​ Percentage ​ Vote With ​ Name of Beneficial Owner ​ Ownership ​ Ownership (1) Series A ​ Michael Mo (2) - CEO and Chairman 21,727,570 7.64 % 31.69 % Shawn Canter (3) - CFO ​ 600,000 ​ * ​ * ​ Dr. William Walker (4) - CTO 175,000 * ​ * ​ Michael Carpenter (5) - VP of Engineering ​ 500,000 ​ * ​ * ​ Donna Grier (6) - Director ​ 140,000 ​ * ​ * ​ Dr. Joanna Massey (7) - Director 222,500 * ​ * ​ All directors and executive officers as a group (6 persons) ​ 23,365,070 ​ 8.21 % 32.11 % * Less than 1% (1) The percent of class is based on 284,389,637 shares outstanding and entitled to vote, which excludes 158,698 treasury shares and 62,500 outstanding shares that are not vested and are not entitled to vote. A person is considered to beneficially own any shares: (a) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (b) of which such person has the right to acquire beneficial ownership at any time within 60 days through the vesting of restricted equity grants. Shares underlying such equity grants, however, are only considered outstanding for the purpose of computing the percentage ownership of that person and are not considered outstanding when computing the percentage ownership of any other person. (2) Consists of 20,327,570 shares held directly by Mr. Mo and 1,400,000 shares held jointly by Mr. Mo and his spouse, Linda Mo, and excludes shares held by Mr. Mo’s son Alexander Mo and shares held by Mr. Mo’s son Brandon Mo, over which shares Mr. Mo disclaims beneficial ownership, as Mr. Mo has no control over the dispositive or voting power over the shares and his sons no longer live in the same household as Mr. Mo. Does not include a restricted stock award of 3,500,000 shares of the Company’s common stock that does not vest or settle within 60 days. Mr. Mo beneficially owns an aggregate of 1,000,000 shares of Non-Convertible Series A Voting Preferred Stock (the “Preferred Stock”). Each share of the Preferred Stock entitles Mr. Mo to votes equal to one hundred votes per share of Preferred Stock held. (3) Does not include a restricted stock award of 2,400,000 shares of the Company’s common stock that does not vest or settle within 60 days. (4) Does not include 1,325,000 restricted stock grants that do not vest within 60 days. (5) Does not include a restricted stock grant of 200,000 shares of the Company’s common stock that does not vest or settle within 60 days. (6) Consists of 140,000 vested shares granted by the Company on April 15, 2024. (7) Consists of 20,000 vested shares of common stock granted by the Company, on June 7, 2021, the effective date of Dr. Massey’s appointment as a director of the Company, 37,500 vested shares granted by the Company on November 1, 2022, 155,000 vested shares granted by the Company on April 15, 2024, and 10,000 shares of common stock acquired in open market purchases. ​ Securities Authorized for Issuance Under Equity Compensation Plans On November 5, 2018, KULR adopted and ratified the KULR Technology Group 2018 Equity Incentive Plan (the “2018 Plan”). Subject to certain adjustments, the 2018 Plan, the total number of shares of common stock which may be purchased or granted directly under the plan shall not exceed fifteen million (15,000,000). The 2018 Plan is generally administered by the Board or a committee of two (2) or more independent, non-employee directors (the “Plan Committee”). The Board or the Plan Committee, as applicable, has the power to determine the participants (the “Participants”) to whom awards under the 2018 Plan (the “Plan Awards”) shall be made. The 2018 Plan allows for the award of, stock, stock options, and shares of restricted stock. Stock options granted under the Plan may be either incentive stock options (an “ISO”) qualifying under Section 422 of the Internal Revenue Codes of 1986, as amended (the “Code”) or non-qualified stock options (a “NQSO”). An ISO may only be issued to employees of KULR. ISOs may be granted to officers or directors, provided they are also employees of KULR. 55 Table of Contents The following table sets forth, as of December 31, 2024, our securities authorized for issuance under any equity compensation plans approved by our stockholders: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ Number of securities ​ ​ securities ​ ​ ​ ​ remaining available for ​ ​ to be issued upon ​ Weighted-average ​ future issuance under equity ​ ​ exercise of ​ exercise ​ compensation plans ​ ​ outstanding ​ price of ​ (excluding securities ​ ​ options, ​ outstanding options, ​ reflected in ​ ​ warrants and rights ​ warrants and rights ​ column (a)) Plan Category (a) (b) (c) Equity compensation plans approved by security holders 6,820,111 ​ $ 1.49 5,095,017 Equity compensation plans not approved by security holders — ​ — — Total 6,820,111 ​ $ 1.49 5,095,017 ​ Change in Control We are not aware of any arrangement that might result in a change in control of the Company. ​ ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE Other than as set forth below and compensation arrangements, including employment, and indemnification arrangements, discussed, there have been no transactions since January 1, 2023, in which the amount involved in the transaction exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets as at the year-end for the last two completed fiscal years, and to which any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest. Other Transactions None. Director Independence The Board evaluates the independence of each nominee for election as a director of our Company in accordance with the NYSE American rules. Pursuant to these rules, a majority of our Board must be “independent directors” within the meaning of the NYSE American Rules, and all directors who sit on our Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee must also be independent directors. Our board of directors has determined that Dr. Joanna Massey and Ms. Donna Grier are “independent,” as defined under the NYSE American rules. For purposes of the NYSE American rules, an independent director means a person other than an executive officer or employee of our company or any other individual having a relationship which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, subject to certain additional limitations. ​ ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following is a summary of the fees billed or expected to be billed to us for professional services rendered with respect to the fiscal years ended December 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Year Ended ​ ​ December 31, ​ ​ 2024 2023 Audit Fees ​ $ 294,135 ​ $ 339,025 Tax Fees ​ — ​ — Total ​ $ 294,135 ​ $ 339,025 ​ Audit Fees Audit fees consist of fees billed for services rendered by our independent auditors during the years ended December 31, 2024 and 2023 for the audit and review of our financial statements. 56 Table of Contents Tax Fees Tax fees consist of fees billed for services rendered by our tax preparers during the years ended December 31, 2024 and 2023 in connection with the preparation and filing of our income tax returns. Pre-Approval Policies Our Audit Committee has adopted a policy governing the pre-approval by the Board of Directors of all services, audit and non-audit, to be provided to our Company by our independent auditors. Under the policy, the Audit Committee has pre-approved the provision by our independent auditors of specific audit, audit related, tax and other non-audit services as being consistent with auditor independence. Requests or applications to provide services that require the specific pre-approval of the board of directors must be submitted to the Audit Committee by the independent auditors, and the independent auditors must advise the Audit Committee as to whether, in the independent auditor’s view, the request or application is consistent with the SEC’s rules on auditor independence. The Audit Committee has considered the nature and amount of the fees billed by Marcum and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining the independence of Marcum. ​ ​ 57 Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES ​ Exhibit No. Description 2.1 ​ Share Exchange Agreement, dated June 8, 2017 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 12, 2017 and incorporated herein by reference) ​ ​ ​ 3.1 ​ Certificate of Incorporation of the Company (previously filed as Exhibit 3 to the General form for Registration of Securities on Form 10-12G, filed with the SEC on January 7, 2016 and incorporated herein by reference) ​ ​ ​ 3.2 ​ Bylaws of the Company (previously filed as Exhibit 4 to the General form for Registration of Securities on Form 10-12G, filed with the SEC on January 7, 2016 and incorporated herein by reference ​ ​ ​ 3.3 ​ Certificate of Incorporation of KULR Technology Corporation (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 19, 2017 and incorporated herein by reference) ​ ​ ​ 3.4 ​ Amended and Restated Certificate of Incorporation of KULR Technology Corporation (previously filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 19, 2017 and incorporated herein by reference) ​ ​ ​ 3.5 ​ By-laws of KULR Technology Corporation (previously filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed with the SEC on June 19, 2017 and incorporated herein by reference) ​ ​ ​ 3.6 ​ Certificate of Designation of Series A Voting Preferred Stock, filed on June 6, 2017 (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 12, 2017 and incorporated herein by reference) ​ ​ ​ 3.7 ​ Certificate of Amendment to the Certificate of Incorporation, effective August 30, 2018 (previously filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 30, 2018 and incorporated herein by reference) ​ ​ ​ 3.8 ​ Certificate of Designation of Series B Convertible Preferred Stock, filed on November 30, 2018 (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 6, 2018 and incorporated herein by reference) ​ ​ ​ 3.9 ​ Certificate of Amendment to the Certificate of Incorporation, effective December 31, 2018 (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 7, 2019 and incorporated herein by reference) ​ ​ ​ 3.10 ​ Certificate of Designation of Series C Convertible Preferred Stock, filed on August 19, 2019 (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 23, 2019 and incorporated herein by reference) ​ ​ ​ 3.11 ​ Form of Certificate of Designation for Series D Convertible Preferred Stock (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 20, 2021 and incorporated herein by reference) ​ ​ ​ 4.1 ​ Description of registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934* ​ ​ ​ 10.1 ​ License and Development Agreement, dated April 15, 2013 (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 19, 2017 and incorporated herein by reference) ​ ​ ​ 10.3 ​ Letter of Intent by and between the Company and E3 Enterprise, dated April 20, 2016 (previously filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on June 28, 2016 and incorporated herein by reference) ​ ​ ​ 58 Table of Contents 10.4 ​ Letter of Intent by and between the Company and KULR Technology Corporation (previously filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 3, 2016 and incorporated herein by reference) ​ ​ ​ 10.5 ​ Patent Assignment Agreement, dated November 10, 2016 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 19, 2017 and incorporated herein by reference) ​ ​ ​ 10.9 ​ 2018 KULR Technology Group Equity Incentive Plan (previously filed as Exhibit 4.8 to the Company’s Registration Statement on Form S-8, filed with the SEC on October 9, 2018 and incorporated herein by reference) ​ ​ ​ 10.13 ​ Form of Subscription Agreement (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 5, 2019 and incorporated herein by reference) ​ ​ ​ 10.20 ​ Form of Securities Purchase Agreement (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 31, 2020 and incorporated herein by reference) ​ ​ ​ 10.21 ​ Form of Warrant (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on December 31, 2020 and incorporated herein by reference) ​ ​ ​ 10.23 ​ Form of Securities Purchase Agreement dated May 19. 2021 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 20, 2021 and incorporated herein by reference) ​ ​ ​ 10.24 ​ Form of Warrant (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 20, 2021 and incorporated herein by reference) ​ ​ ​ 10.25 ​ Standby Equity Purchase Agreement, dated May 13, 2022, by and between KULR Technology Group, Inc. and YA II PN, Ltd. (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 16, 2022 and incorporated herein by reference) ​ ​ ​ 10.26 ​ Note Purchase Agreement, dated May 13, 2022, by and between KULR Technology Group, Inc. and YA II PN, Ltd. (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 16, 2022 and incorporated herein by reference) ​ ​ ​ 10.27 ​ Promissory Note, dated May 13, 2022 (previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on May 16, 2022 and incorporated herein by reference) ​ ​ ​ 10.28 ​ Amendment dated June 3, 2022, to the Standby Equity Purchase Agreement by and between KULR Technology Group, Inc. and YA II PN, Ltd. (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 03, 2022 and incorporated herein by reference) ​ ​ ​ 10.29 ​ Supplemental Agreement dated as of September 23, 2022 to the Standby Equity Purchase Agreement dated as of May 16, 2022 between KULR Technology Group, Inc. and YA II PN, LTD. (previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on September 23, 2022 and incorporated herein by reference) ​ ​ ​ 10.30 ​ Asset Purchase Agreement, effective as of October 6, 2022, by and among KULR Technology Group, Inc., Vibetech International, LLC, and Norman Serrano (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 6, 2022 and incorporated herein by reference) ​ ​ ​ 10.31 ​ Underwriting Agreement dated December 20, 2023 by and between KULR Technology Group, Inc. and R.F. Lafferty & Co., Inc. (previously filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 13, 2023 and incorporated herein by reference) ​ ​ ​ 10.32 ​ Letter Agreement dated August 16, 2023, by and among KULR Technology Group, Inc., YA II PN, LTD, and Yorkville Advisors Global, L.P. (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 16, 2023 and incorporated herein by reference) ​ ​ ​ 10.33 ​ Amendment Letter Agreement dated August 22, 2023, by and among KULR Technology Group, Inc., YA II PN, LTD, and Yorkville Advisors Global, L.P. (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on August 22, 2023 and incorporated herein by reference) ​ ​ ​ 59 Table of Contents 10.34 ​ Amendment Letter Agreement dated August 30, 2023, by and among KULR Technology Group, Inc., YA II PN, LTD, and Yorkville Advisors Global, L.P. (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 30, 2023 and incorporated herein by reference) ​ ​ ​ 10.35 ​ Amendment Letter Agreement dated December 19, 2023, by and among KULR Technology Group, Inc., YA II PN, LTD, and Yorkville Advisors Global, L.P. (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 19, 2023 and incorporated herein by reference) ​ ​ ​ 10.36 ​ Amendment Letter Agreement dated January 9, 2024, by and among KULR Technology Group, Inc., YA II PN, LTD, and Yorkville Advisors Global, L.P. (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 9, 2024 and incorporated herein by reference) ​ ​ ​ 10.37 ​ Amendment Letter Agreement dated February 13, 2024, by and among KULR Technology Group, Inc., YA II PN, LTD, and Yorkville Advisors Global, L.P. (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 13, 2024 and incorporated herein by reference) ​ ​ ​ 10.38 ​ At The Market Offering Agreement, dated July 3, 2024, by and between the Company and Craig-Hallum Capital Group LLC (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 3, 2024 and incorporated herein by reference) ​ ​ ​ 10.39 ​ Severance Agreement and General Release, dated August 20, 2024 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 21, 2024 and incorporated herein by reference) ​ ​ ​ 10.40 ​ Amendment Agreement dated December 26, 2024 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 26, 2024 and incorporated herein by reference) ​ ​ ​ 19.1* ​ Insider Trading Policy ​ ​ ​ 21.1* ​ List of Subsidiaries ​ ​ ​ 23.1* ​ Consent of Marcum LLP ​ ​ ​ 31.1* ​ Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ 31.2* ​ Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ 32.1** ​ Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ 97 ​ Clawback Policy, effective November 29, 2023 (previously filed as Exhibit 97 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 12, 2024 and incorporated herein by reference) ​ ​ ​ 101.INS ​ Inline XBRL Instance* ​ ​ ​ 101.SCH ​ Inline XBRL Taxonomy Extension Schema* ​ ​ ​ 101.CAL ​ Inline XBRL Taxonomy Extension Calculation* ​ ​ ​ 101.DEF ​ Inline XBRL Taxonomy Extension Definition* ​ ​ ​ 101.LAB ​ Inline XBRL Taxonomy Extension Labels* ​ ​ ​ 101.PRE ​ Inline XBRL Taxonomy Extension Presentation* ​ ​ ​ 104 ​ Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)* * Filed herewith. ** Furnished herewith. 60 Table of Contents ITEM 16. FORM 10-K SUMMARY None. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ March 31, 2025 KULR Technology Group, Inc. By: /s/ Michael Mo Michael Mo Chief Executive Officer and Chairman ​ ​ (Principal Executive Officer) By: /s/ Shawn Canter Shawn Canter Chief Financial Officer ​ ​ (Principal Financial and Accounting Officer) ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. ​ Signature Title Date By: /s/ Michael Mo Chief Executive Officer and Chairman March 31, 2025 Michael Mo By: /s/ Shawn Canter Chief Financial Officer March 31, 2025 Shawn Canter ​ ​ ​ ​ ​ ​ By: /s/ William Walker ​ Chief Technology Officer ​ March 31, 2025 ​ William Walker ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ By: /s/ Joanna Massey ​ Lead Director ​ March 31, 2025 ​ Joanna Massey ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ By: /s/ Donna Grier ​ Director ​ March 31, 2025 ​ Donna Grier ​ ​ ​ ​ ​ ​ ​ 61 Table of Contents KULR TECHNOLOGY GROUP INC. AND SUBSIDIARY CONSOLIDATED FINANCIAL STATEMENTS TABLE OF CONTENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 688 ) F-2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023 F-4 Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Year Ended December 31, 2024 F-5 ​ ​ Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Year Ended December 31, 2023 F-6 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 F-7 Notes to Consolidated Financial Statements F-9 ​ ​ ​ F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of KULR Technology Group, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of KULR Technology Group, Inc. and Subsidiary (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ Marcum LLP Marcum LLP ​ We have served as the Company’s auditor since 2018. ​ Los Angeles, CA March 31, 2025 ​ F-2 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2024 2023 Assets ​ ​ Current Assets: ​ ​ Cash ​ $ 29,831,858 ​ $ 1,194,764 Accounts receivable billed, current portion ​ 1,984,518 ​ 901,672 Accounts receivable unbilled, current portion ​ ​ 660,672 ​ ​ — Inventory ​ 545,467 ​ 1,149,047 Inventory deposits ​ ​ — ​ ​ 27,500 Prepaid expenses and other current assets ​ 1,141,540 ​ 631,361 Total Current Assets ​ 34,164,055 ​ 3,904,344 Digital assets ​ ​ 20,281,184 ​ ​ — Accounts receivable, non-current portion ​ ​ 1,446,489 ​ ​ — Property and equipment, net ​ 3,676,544 ​ 4,698,144 Equipment deposits ​ 1,355,174 ​ 1,332,436 Security deposits ​ ​ 48,158 ​ ​ 10,228 Intangible assets, net ​ ​ 577,099 ​ ​ 719,395 Operating lease right-of-use assets ​ ​ 1,216,772 ​ ​ 129,202 Finance lease right-of-use asset, net ​ ​ 6,215 ​ ​ — Deferred financing costs ​ ​ 155,497 ​ ​ 70,607 Total Assets ​ $ 62,927,187 ​ $ 10,864,356 ​ ​ ​ ​ Liabilities and Stockholders’ Equity (Deficit) ​ ​ Current Liabilities: ​ ​ Accounts payable ​ $ 2,061,266 ​ $ 2,769,544 Accrued expenses and other current liabilities ​ ​ 1,138,695 ​ ​ 3,463,344 Accrued issuable equity ​ 420,427 ​ 13,002 Operating lease liabilities, current portion ​ 493,468 ​ 102,186 Finance lease liability, current portion ​ ​ 2,463 ​ ​ — Notes payable, net of discount, current portion ​ ​ 516,547 ​ ​ — Deferred revenue ​ ​ 32,768 ​ ​ 551,021 Total Current Liabilities ​ 4,665,634 ​ 6,899,097 Operating lease liabilities, non-current portion ​ ​ 818,750 ​ ​ — Finance lease liability, non-current portion ​ ​ 3,852 ​ ​ — Notes payable, non-current portion ​ ​ 10,966 ​ ​ 250,000 Prepaid advance liability, net of discount ​ ​ — ​ ​ 5,892,056 Accrued interest ​ ​ — ​ ​ 5,899 Total Liabilities ​ ​ 5,499,202 ​ 13,047,052 Commitments and contingencies (Note 19) ​ ​ ​ ​ ​ ​ ​ Stockholders’ Equity (Deficit) ​ ​ ​ ​ ​ Preferred stock, $ 0.0001 par value, 20,000,000 shares authorized ​ ​ ​ Series A Preferred Stock, 1,000,000 shares designated; 730,000 and 0 shares issued and outstanding at December 31, 2024 and 2023, respectively ​ 73 ​ — Series B Convertible Preferred Stock, 31,000 shares designated; none issued and outstanding at December 31, 2024 and 2023 ​ — ​ ​ — Series C Preferred Stock, 400 shares designated; none issued and outstanding at December 31, 2024 and 2023 ​ ​ — ​ — Series D Preferred Stock, 650 shares designated; none issued and outstanding at December 31, 2024 and 2023 ​ ​ — ​ ​ — Common stock, $ 0.0001 par value, 500,000,000 shares authorized; 264,801,650 and 264,670,488 shares issued and outstanding at December 31, 2024, respectively; 134,031,669 and 133,900,507 shares issued and outstanding at December 31, 2023, respectively ​ 26,480 ​ 13,403 Additional paid-in capital ​ 141,508,877 ​ 64,387,717 Treasury stock, at cost; 131,162 shares held at December 31, 2024 and 2023 ​ ​ ( 296,222 ) ​ ​ ( 296,222 ) Accumulated deficit ​ ( 83,811,223 ) ​ ( 66,287,594 ) Total Stockholders’ Equity (Deficit) ​ 57,427,985 ​ ( 2,182,696 ) Total Liabilities and Stockholders’ Equity (Deficit) ​ $ 62,927,187 ​ $ 10,864,356 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ F-3 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended ​ ​ December 31, ​ 2024 2023 Revenue ​ $ 10,737,481 ​ $ 9,830,166 Cost of revenue ​ 5,254,283 ​ 6,164,310 Gross Profit ​ 5,483,198 ​ 3,665,856 ​ ​ ​ ​ ​ Operating Expenses ​ ​ ​ ​ Research and development ​ 4,738,305 ​ 7,135,452 Selling, general, and administrative ​ 15,979,852 ​ 18,942,350 Total Operating Expenses ​ 20,718,157 ​ 26,077,802 Loss From Operations ​ ( 15,234,959 ) ​ ( 22,411,946 ) ​ ​ ​ Other (Expense) Income ​ ​ Interest expense ​ ( 209,817 ) ​ ( 718,420 ) Interest income ​ ​ 10,575 ​ ​ — Amortization of debt discount ​ ​ ( 1,151,659 ) ​ ​ ( 730,230 ) Gain on debt extinguishment, net ​ ​ 9,834 ​ ​ — Change in fair value of accrued issuable equity ​ ( 228,777 ) ​ 167,040 Change in fair value of digital assets ​ ​ ( 718,826 ) ​ ​ — Total Other Expense, net ​ ( 2,288,670 ) ​ ( 1,281,610 ) Net Loss ​ $ ( 17,523,629 ) ​ $ ( 23,693,556 ) ​ ​ ​ ​ ​ ​ ​ Net Loss Per Share ​ ​ ​ ​ ​ ​ - Basic and Diluted ​ $ ( 0.09 ) ​ $ ( 0.20 ) ​ ​ ​ Weighted Average Number of Common Shares Outstanding ​ ​ ​ ​ ​ ​ - Basic and Diluted ​ 186,597,133 ​ 117,820,740 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ F-4 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE YEAR ENDED DECEMBER 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Series A ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Preferred Stock ​ Common Stock ​ Paid-In ​ Treasury Stock ​ Accumulated ​ Stockholders’ ​ Shares Amount Shares Amount Capital Shares Amount Deficit Equity (Deficit) Balance - January 1, 2024 — ​ $ — ​ 134,031,669 ​ $ 13,403 ​ $ 64,387,717 ​ 131,162 ​ $ ( 296,222 ) ​ $ ( 66,287,594 ) ​ $ ( 2,182,696 ) Preferred stock issued for no consideration ​ 730,000 ​ ​ 73 ​ — ​ ​ — ​ ​ ( 73 ) ​ — ​ ​ — ​ ​ — ​ ​ — Common stock issued upon the exercise of options ​ — ​ ​ — ​ 25,841 ​ ​ 3 ​ ​ 23,452 ​ — ​ ​ — ​ ​ — ​ ​ 23,455 Common stock issued upon the exercise of warrants ​ — ​ ​ — ​ 1,472,460 ​ ​ 147 ​ ​ ( 147 ) ​ — ​ ​ — ​ ​ — ​ ​ — Common stock issued for the repayment of prepaid advance liability and related interest accrual pursuant to Advance Notices (1) — ​ ​ — ​ 21,798,830 ​ 2,180 ​ 6,052,650 ​ — ​ ​ — ​ — ​ 6,054,830 Common stock issued for cash pursuant to Advance Notices (2) — ​ ​ — ​ 33,860,646 ​ 3,386 ​ 9,044,533 ​ — ​ ​ — ​ — ​ 9,047,919 Common stock issued for at the market offering (3) ​ — ​ ​ — ​ 74,781,217 ​ ​ 7,478 ​ ​ 59,873,726 ​ — ​ ​ — ​ ​ — ​ ​ 59,881,204 Shares repurchased and canceled ​ ​ ​ ​ ​ ( 878,005 ) ​ ( 88 ) ​ ( 499,912 ) ​ — ​ ​ — ​ — ​ ( 500,000 ) Warrants issued in connection with notes payable ​ — ​ ​ — ​ — ​ ​ — ​ ​ 112,863 ​ — ​ ​ — ​ ​ — ​ ​ 112,863 Stock-based compensation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restricted stock awards granted converted to restricted stock units ​ — ​ ​ — ​ ( 2,168,508 ) ​ ​ ( 217 ) ​ ​ 217 ​ — ​ ​ — ​ ​ — ​ ​ — Restricted stock awards forfeited and returned to the Company ​ — ​ ​ — ​ ( 50,000 ) ​ ​ ( 5 ) ​ ​ 5 ​ — ​ ​ — ​ ​ — ​ ​ — Restricted stock units vested — ​ ​ — ​ 1,102,127 ​ 110 ​ ( 110 ) ​ — ​ ​ — ​ — ​ — Common stock issued for services ​ — ​ ​ — ​ 825,373 ​ ​ 83 ​ ​ 464,995 ​ — ​ ​ — ​ ​ — ​ ​ 465,078 Amortization of restricted common stock ​ — ​ ​ — ​ — ​ ​ — ​ ​ 1,960,083 ​ — ​ ​ — ​ ​ — ​ ​ 1,960,083 Amortization of stock options — ​ ​ — ​ — ​ — ​ 88,878 ​ — ​ ​ — ​ — ​ 88,878 Net loss ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 17,523,629 ) ​ ​ ( 17,523,629 ) Balance - December 31, 2024 730,000 ​ $ 73 ​ 264,801,650 ​ $ 26,480 ​ $ 141,508,877 ​ 131,162 ​ $ ( 296,222 ) ​ $ ( 83,811,223 ) ​ $ 57,427,985 (1) Represents gross proceeds of $ 6,068,407 less issuance costs of $ 13,577 . (2) Represents gross proceeds of $ 9,104,950 less issuance costs of $ 57,031 . (3) Represents gross proceeds of $ 61,912,798 less issuance costs of $ 2,031,594 . The accompanying notes are an integral part of these consolidated financial statements. ​ F-5 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE YEAR ENDED DECEMBER 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Common Stock ​ Paid-In ​ Treasury Stock ​ Accumulated ​ Stockholders’ ​ Shares Amount Capital Shares Amount Deficit Equity (Deficit) Balance - January 1, 2023 113,202,749 ​ $ 11,320 $ 53,372,673 ​ 131,162 ​ ​ ( 296,222 ) ​ $ ( 42,594,038 ) ​ $ 10,493,733 Common stock issued for the repayment of prepaid advance liability and related interest accrual pursuant to Investor Notices ​ 4,078,971 ​ ​ 408 ​ ​ 4,466,219 ​ — ​ ​ — ​ ​ — ​ ​ 4,466,627 Common stock issued for the repayment of prepaid advance liability and related interest accrual pursuant to Advance Notices (1) 905,833 ​ ​ 90 165,036 — ​ — ​ — ​ 165,126 Shares repurchased for payroll taxes and canceled ( 175,000 ) ​ ​ ( 17 ) ( 229,232 ) ​ — ​ ​ — ​ ​ — ​ ​ ( 229,249 ) Common stock issued pursuant to the equity financing for cash, net of issuance costs (2) ​ 13,389,285 ​ ​ 1,339 ​ ​ 3,062,631 ​ — ​ ​ — ​ ​ — ​ ​ 3,063,970 Stock-based compensation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restricted stock awards granted ​ 2,218,508 ​ ​ 222 ​ ​ ( 222 ) ​ — ​ ​ — ​ ​ — ​ ​ — Unvested restricted stock awards canceled ​ ( 140,000 ) ​ ​ ( 14 ) ​ ​ 14 ​ — ​ ​ — ​ ​ — ​ ​ — Common stock issued for services 551,323 ​ ​ 55 268,765 ​ — ​ ​ — ​ ​ — ​ ​ 268,820 Amortization of restricted common stock — ​ — 3,124,174 ​ — ​ ​ — ​ ​ — ​ ​ 3,124,174 Amortization of stock options — ​ — 157,659 ​ — ​ ​ — ​ ​ — ​ ​ 157,659 Net loss — ​ — — ​ — ​ ​ — ​ ​ ( 23,693,556 ) ​ ​ ( 23,693,556 ) Balance - December 31, 2023 134,031,669 ​ $ 13,403 $ 64,387,717 ​ 131,162 ​ ​ ( 296,222.00 ) ​ $ ( 66,287,594 ) ​ $ ( 2,182,696 ) (1) Represents gross proceeds of $ 166,337 less $ 1,211 amortization of deferred financing costs. (2) Represents gross proceeds of $ 3,910,000 less issuance costs of $ 846,030 . ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ ​ ​ F-6 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended ​ ​ December 31, ​ 2024 2023 Cash Flows From Operating Activities: ​ ​ Net loss ​ $ ( 17,523,629 ) ​ $ ( 23,693,556 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ Amortization of debt discount ​ ​ 1,151,659 ​ ​ 730,230 Non-cash operating lease expense ​ ​ 447,332 ​ ​ 250,893 Gain on debt extinguishment ​ ​ ( 9,834 ) ​ ​ — Depreciation and amortization expense ​ 1,800,838 ​ 2,214,095 Change in fair value of accrued issuable equity ​ 228,777 ​ ( 167,040 ) Change in fair value of digital assets ​ ​ 718,826 ​ ​ — Stock-based compensation ​ 2,692,687 ​ 3,502,736 Provision for credit losses ​ — ​ 16,978 Write down inventory to net realizable value ​ ​ — ​ ​ 293,941 Loss on disposal of property and equipment ​ ​ 26,490 ​ ​ — Changes in operating assets and liabilities: ​ ​ ​ ​ Accounts receivable billed ​ ( 2,529,335 ) ​ 623,473 Accounts receivable unbilled ​ ​ ( 660,672 ) ​ ​ — Inventory ​ 603,580 ​ 519,047 Inventory deposits ​ ​ 27,500 ​ ​ 257,760 Prepaid expenses and other current assets ​ ​ ( 510,179 ) ​ ​ 981,647 Security deposits ​ ( 37,930 ) ​ 50,213 Accounts payable ​ ( 708,275 ) ​ 754,056 Accrued expenses and other current liabilities ​ ( 2,216,387 ) ​ 1,442,690 Operating lease liabilities ​ ( 324,870 ) ​ ( 270,571 ) Deferred revenue ​ ​ ( 518,253 ) ​ ​ 528,021 Total Adjustments ​ 181,954 ​ 11,728,169 Net Cash Used In Operating Activities ​ ( 17,341,675 ) ​ ( 11,965,387 ) ​ ​ ​ ​ ​ ​ ​ Cash Flows From Investing Activities: ​ ​ Equipment deposits ​ ( 22,738 ) ​ ( 644,963 ) Purchases of property and equipment ​ ( 573,444 ) ​ ( 266,150 ) Acquisition of intangible assets ​ — ​ ( 135,000 ) Purchases of digital assets ​ ​ ( 21,000,010 ) ​ ​ — Net Cash Used In Investing Activities ​ ( 21,596,192 ) ​ ( 1,046,113 ) ​ ​ ​ Cash Flows from Financing Activities: ​ ​ Proceeds from equity financing ​ ​ — ​ ​ 3,910,000 Issuance costs on equity financing ​ ​ — ​ ​ ( 453,050 ) Proceeds from ATM equity financing ​ ​ 61,912,798 ​ ​ — Issuance costs on ATM equity financing ​ ​ ( 1,780,982 ) ​ ​ — Proceeds from the SEPA ​ ​ 9,104,949 ​ ​ — Proceeds from prepaid advance liability ​ ​ — ​ ​ 2,000,000 Issuance costs on prepaid advance liability ​ ​ — ​ ​ ( 30,000 ) Repayments of prepaid advance liability ​ ​ — ​ ​ ( 1,575,000 ) Proceeds from exercise of stock options ​ ​ 23,455 ​ ​ — Proceeds from notes payable (1) ​ ​ 2,730,000 ​ ​ 250,000 Issuance costs on notes payable ​ ​ ( 166,100 ) ​ ​ — Repayments of notes payable ​ ​ ( 3,341,597 ) ​ ​ — Repurchase and cancellation of common stock ​ ​ ( 500,000 ) ​ ​ ( 229,249 ) Payments for deferred financing costs ​ ​ ( 406,109 ) ​ ​ — Repayment of finance lease liability ​ ​ ( 1,453 ) ​ ​ — Net Cash Provided By Financing Activities ​ 67,574,961 ​ 3,872,701 ​ ​ ​ ​ ​ ​ ​ Net Increase (Decrease) In Cash ​ 28,637,094 ​ ( 9,138,799 ) Cash - Beginning of Year ​ 1,194,764 ​ 10,333,563 Cash - End of Year ​ $ 29,831,858 ​ $ 1,194,764 (1) Face value of $ 3,659,200 , less $ 929,200 original issue discount for 2024. The accompanying notes are an integral part of these consolidated financial statements. ​ F-7 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended ​ ​ December 31, ​ 2024 2023 Supplemental Disclosures of Cash Flow Information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash paid during the period for: ​ ​ ​ ​ Interest ​ $ 62,380 ​ $ 314,731 Taxes ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ Non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ Common stock issued in satisfaction of prepaid advance liability and interest pursuant to Investor Notices ​ $ 6,054,830 ​ $ 4,466,627 Right-of-use asset for operating lease liability ​ $ 1,534,902 ​ $ 51,154 Original issue discount on indebtedness ​ $ 929,200 ​ $ — Common stock issued in satisfaction of accrued issuable equity ​ $ 386,516 ​ $ 206,047 Warrants issued in connection with notes payable ​ $ 112,863 ​ $ — Deferred financing costs charged to additional paid-in capital ​ $ 307,642 ​ $ 1,211 Accounts payable and accrued expenses for property and equipment ​ $ 45,646 ​ $ 489,211 Notes payable for property and equipment ​ $ 42,788 ​ $ — Right-of-use asset for finance lease liability ​ $ 7,768 ​ $ — Restricted stock awards converted to restricted stock units ​ $ 217 ​ $ — Common shares issued for restricted stock units vested ​ $ 110 ​ $ — Preferred shares issued for no consideration ​ $ 73 ​ $ — Common stock issued pursuant to cashless warrant exercises ​ $ ( 147 ) ​ $ — Common stock issued in satisfaction of prepaid advance liability and interest pursuant to Advance Notices ​ $ — ​ $ 165,126 Original issue discount on prepaid advance liability ​ $ — ​ $ 105,263 Deposits applied to purchases of property and equipment ​ $ — ​ $ 2,827,464 Accrual of equity financing issuance costs ​ $ — ​ $ 392,980 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ F-8 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - ORGANIZATION, NATURE OF OPERATIONS, AND RISKS AND UNCERTANTIES Organization and Operations KULR Technology Group, Inc. was incorporated on December 11, 2015 under the laws of the State of Delaware as KT High-Tech Marketing, Inc. Effective August 30, 2018, KT High-Tech Marketing, Inc. changed its name to KULR Technology Group, Inc. KULR Technology Group, Inc., through its wholly-owned subsidiary, KULR Technology Corporation (collectively referred to as “KULR” or the “Company”), develops 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 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. Risks and Uncertainties The Company operates in a dynamic and highly competitive industry and believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial position, results of operations, or cash flows: ability to obtain future financing; advances and trends in new technologies and industry standards; regulatory approval and market acceptance of the Company’s products; development of sales channels; certain strategic relationships; litigation or claims against the Company based on intellectual property, patent, product, regulatory, or other factors; and the Company’s ability to attract and retain employees necessary to support its growth. The “Tariff War”, especially with China, Canada and Mexico, could have an adverse effect on the Company’s supply chain potentially causing financial difficulty for the Company’s direct or indirect customers and reduced demand of the Company’s products. A continuation of these conflicts could have adverse changes in international trade policies and relations. Tariffs could increase the cost of the Company’s products and the components that go into making them. These increased costs could adversely impact the gross margin that the Company earns on its products. Tariffs could also make the Company’s products more expensive for customers, which could make the Company’s products less competitive and reduce consumer demand. Changing the Company’s operations in accordance with new or changed trade restrictions can be expensive, time-consuming and disruptive to the Company’s operations. In addition, the Company has invested in Bitcoin, which is a digital asset. Digital assets are loosely regulated and there is no central marketplace for asset exchange. Supply is determined by a computer code, not by a central bank, and prices have been extremely volatile. Certain digital asset exchanges have been closed due to fraud, failure or security breaches. Any of the Company’s digital assets that reside on an exchange that shuts down may be lost. Several factors may affect the price of digital assets, including, but not limited to: supply and demand, investors’ expectations with respect to the rate of inflation, interest rates, currency exchange rates or future regulatory measures (if any) that restrict the trading of digital assets, and the use of digital assets as a form of payment. There is no assurance that digital assets will maintain their long-term value in terms of purchasing power in the future, or that acceptance of digital asset payments by mainstream retail merchants and commercial businesses will continue to grow. As digital assets have grown in popularity and market size, various countries and jurisdictions have begun to develop regulations governing the digital asset industry. To the extent future regulatory actions or policies limit the ability to exchange digital assets or utilize them for payments, the demand for digital assets could be reduced. Furthermore, regulatory actions may limit the ability of end-users to convert digital assets into fiat currency (e.g., U.S. dollars) or use digital assets to pay for goods and services. Such regulatory actions or policies could result in a reduction of demand, and in turn, a decline in the underlying digital asset unit prices. The effect of any future regulatory change on digital assets in general is impossible to predict, but such change could be substantial and adverse to the Company and the value of the Company’s investments in digital assets. Digital assets are not insured or protected under the Federal Deposit Insurance Corporation (“FDIC”) or the Securities Investor Protection Company (“SIPC”). Accordingly, with respect to its Bitcoin investment, the Company does not enjoy the same protection as other assets covered by the FDIC or SIPC. ​ F-9 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The consolidated financial statements of the Company include the accounts of KULR Technology Group, Inc. and its wholly-owned subsidiary, KULR Technology Corporation. All significant intercompany transactions have been eliminated in the consolidation. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of Estimates Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The Company’s significant estimates used in these financial statements include, but are not limited to, fair value calculations for intangible assets, equity securities, stock-based compensation and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. Concentrations of Credit Risk Financial assets that potentially subject the Company to significant concentrations of credit risk consisted primarily of cash, accounts receivable and Bitcoin held at Coinbase. The Company’s concentrations of credit risk also include concentrations from key customers and vendors. Cash Concentrations A significant portion of the Company’s cash is held at one major financial institution. The Company has not experienced any losses in such accounts. Cash held in US bank institutions is currently insured by the FDIC up to $250,000 at each institution. There were uninsured balances of $ 29,331,858 and $ 694,763 as of December 31, 2024 and 2023, respectively. Customer and Revenue Concentrations The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ Accounts Receivable ​ ​ For the Year Ended ​ As of ​ As of ​ ​ December 31, ​ December 31, ​ December 31, ​ 2024 2023 2024 2023 Customer A 15 % * ​ 41 % * ​ Customer B * ​ 51 % * ​ * ​ Customer C 10 % * ​ 25 % * ​ Customer D * ​ * ​ 16 % * ​ Customer E * ​ * ​ * ​ 52 % Customer F ​ * ​ * ​ * ​ 20 % Customer G ​ * ​ * ​ * ​ 14 % Total 25 % 51 % 82 % 86 % * Less than 10% There is no assurance the Company will continue to receive significant revenue from any of these customers. Any reduction or delay in operating activity from any of the Company’s significant customers, or a delay or default in payment by any significant customer, or termination of agreements with significant customers, could materially harm the Company’s business and prospects. During the year ended December 31, 2024, the Company had two customers that made up 100 % of its license revenue. As a result of the Company’s significant customer concentrations, its gross profit and results from operations could fluctuate significantly due to changes in political, F-10 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS environmental, or economic conditions, or the loss of, reduction of business from, or less favorable terms with any of the Company’s significant customers. Custody of Bitcoin The Company currently holds and intends to continue to hold all of its bitcoin in a custodial account at a U.S. based, institutional-grade custodian (who may hold the Company’s bitcoin in the United States or other territories) that has demonstrated records of regulatory compliance and information security. The custodian may also serve as a liquidity provider. If the Company’s custodially-held bitcoin were considered to be the property of the custodian’s estates 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 bitcoin and this may ultimately result in the loss of the value related to some or all of such bitcoin. Additionally, the bitcoin the Company holds with our custodian and transact with our trade execution partners does not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Vendor Concentrations During the year ended December 31, 2023, the Company had vendors whose purchases individually represented 23 % and 15 % of the Company’s total purchases of inventory. There were no vendors whose purchases represented more than 10% of the Company’s total purchases of inventory during the year ended December 31, 2024. Accounts Receivable Accounts receivable are carried at their contractual amounts, less an estimate for credit losses. As of December 31, 2024 and 2023, no allowances for credit losses were determined to be necessary. Management estimates the allowance for bad debts based on existing economic conditions, the financial conditions of the customers, and the amount and age of past due accounts. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for bad debts only after all collection attempts have been exhausted. Digital Assets In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), which provides an update to existing digital asset guidance and requires an entity to measure certain digital assets at fair value. 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 reflects digital assets held at fair value on the consolidated balance sheets and consolidated statements of cash flows, the activity from the remeasurement of digital assets at fair value on the consolidated statements of operations, and the required expanded disclosures in Note 3, Digital Assets. There was no cumulative effect adjustment to the Company’s retained earnings balance as a result of the adoption of ASU 2023-08. Digital assets are generally valued using prices as reported on reputable and liquid exchanges and may involve using an average of bid and ask quotes using closing prices provided by such exchanges as of the date and time of determination. 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. Inventory The Company capitalizes inventory costs associated with products when future commercialization is considered probable, and a future economic benefit is expected to be realized. These costs consist of finished goods, raw materials, manufacturing – related costs, transportation and freight, and other indirect overhead costs. Inventory is comprised of carbon fiber velvet (“CFV”) thermal interface solutions and internal short circuit batteries, which are available for sale, as well as raw materials and work in process related primarily to the manufacture of safe cases. Safe cases provide a safe and cost-effective solution to commercially store and transport lithium batteries and mitigate the impacts of cell-to-cell thermal runway F-11 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS propagation. Inventories are stated at the lower of cost or net realizable value. 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 revenue and the cost of inventory that is given as samples is included within operating expenses. The Company periodically reviews for slow-moving, excess or obsolete inventories. Products that are determined to be obsolete, if any, are written down to net realizable value. On occasion, the Company pays for inventory prior to receiving the goods. These payments are recorded as inventory deposits until the goods are received and these costs are included in the current asset section of the consolidated balance sheets. As of December 31, 2024 and 2023, inventory deposits were $ 0 and $ 27,500 , respectively. Inventory at December 31, 2024 and 2023 consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2024 ​ 2023 Raw materials ​ $ 363,224 ​ $ 322,111 Finished goods ​ 182,243 ​ 826,936 Total inventory ​ $ 545,467 ​ $ 1,149,047 ​ Finished goods inventory is held on-site at the San Diego, California and Webster, Texas locations. Certain raw materials are held off-site with certain contract manufacturers. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation, which is recorded commencing at the in-service date using the straight-line method at rates sufficient to charge the cost of depreciable assets to operations over their estimated useful lives, which range from 3 to 7 years (see Note 7 – Property and Equipment for additional details). Leasehold improvements are amortized over the shorter of (a) the useful life of the asset; or (b) the remaining lease term. Maintenance and repairs are charged to operations as incurred. The Company capitalizes costs attributable to the betterment of property and equipment when such betterment extends the useful life of the assets. Vendor deposits toward the purchase of property and equipment are reflected as equipment deposits on the accompanying balance sheets (See Note 9 - Equipment Deposits). The Company reviews long-lived assets for impairment on an annual basis and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying value. There was no impairment charge during the years December 31, 2024 and 2023, respectively. Intangibles Intangible assets are stated at fair value as of the date acquired, less accumulated amortization for finite-lived intangible assets. Amortization is calculated based on the estimated useful lives of the assets, using the straight-line method or another method that more fairly represents the utilization of the assets, as follows: ​ ​ ​ ​ ​ Estimated Useful Life Patent 17.3 years Intellectual property 5.0 years Technology license ​ 10.0 years ​ The Company periodically evaluates the remaining useful lives of our intangible assets to determine whether events or circumstances warrant a revision to the remaining periods of amortization. In the event that the estimate of an intangible asset’s remaining useful life has changed, the remaining carrying amount of the intangible asset is amortized prospectively over that revised remaining useful life. The Company’s finite-lived intangible assets are tested for impairment based on undiscounted cash flows when triggering events occur. Indefinite-lived intangible assets are subject to impairment testing annually or whenever events or circumstances indicate that its carrying value may not, based on future undiscounted cash flows or market factors, be recoverable. An impairment loss, the recorded amount of which would be based on the fair value of the intangible asset at the measurement date, is recorded in the period in which an impairment determination is made. There was no impairment charge during the years ended December 31, 2024 and 2023, respectively. F-12 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fair Value Measurements The Company measures the fair value of financial assets and liabilities based on the guidance of Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: 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) The carrying amounts of the Company’s financial assets, such as cash, accounts receivable, accrued expenses and other current liabilities, notes payable and Prepaid Advance Liability 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). The cost basis of digital assets is determined using the specific identification of each unit received. Realized and unrealized gains and losses are now recorded to other (expense) income, net in our consolidated statement of operations. Treasury Stock The Company records repurchases of its own common stock at cost. Repurchased common stock is presented as a reduction of equity in the consolidated balance sheets. Subsequent reissuances of treasury stock are accounted for on a weighted average cost basis. Gains resulting from differences between the cost of treasury stock and the re-issuance proceeds are credited to additional paid in capital. Losses resulting from differences between the cost of treasury stock and the re-issuance proceeds are debited to additional paid-in capital. Accrued Issuable Equity The Company records accrued issuable equity when it is contractually obligated to issue shares and there has been a delay in the issuance of such shares. Accrued issuable equity is recorded and carried at fair value with changes in its fair value recognized in the Company’s consolidated statements of operations. Once the underlying shares of common stock are issued, the accrued issuable equity is reclassified to equity as of the share issuance date at the then current fair market value of the common stock. Deferred Financing Costs Direct, incremental fees incurred in connection with a debt or equity financing, are capitalized as deferred financing costs (a non-current asset) on the balance sheet. Once the financing closes, the Company reclassifies such costs as either discounts to notes payable or as a reduction of proceeds received from equity transactions so that such costs are recorded as a reduction of additional paid-in capital. If the completion of a contemplated financing was deemed to be no longer probable, the related deferred financing costs would be charged to general and administrative expense in the consolidated financial statements. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. F-13 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer; ● Step 2: Identify the performance obligations in the contract; ● Step 3: Determine the transaction price; ● Step 4: Allocate the transaction price to the performance obligations in the contract; and ● Step 5: Recognize revenue when the company satisfies a performance obligation. 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 consolidated statements of operations and included in other income. The Company recognizes 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. ● 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. ● IP license – Revenue is recognized pursuant to the type of intellectual property (“IP”) being licensed for 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. IP license revenue for the right to access IP is recognized over time and the right to use IP is recognized at a point in time. a) License fees – revenue from the right to use IP is recognized immediately at the point in time that the control of the license is transferred to the customer b) Minimum royalty fees – revenue is recognized at the point in time that control of the license is transferred to the customer. c) Sales based royalty fees above the minimum – are recognized when the sale occurs. IP license agreements (“License Agreements”) have payment terms of 3 - 5 years. As a result, the License Agreements contain a significant financing component. Accordingly, a portion of the consideration in connection with the License Agreements is recognized as interest income. The following table summarizes the Company’s revenue recognized in its consolidated statements of operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended ​ ​ December 31, ​ 2024 2023 Revenue Recognized at a Point in Time: ​ ​ ​ ​ ​ ​ Product sales ​ $ 3,644,240 ​ $ 6,903,988 Contract services ​ 3,412,030 ​ 1,166,168 IP license ​ ​ 2,687,218 ​ ​ — Total ​ ​ 9,743,488 ​ ​ 8,070,156 Revenue Recognized Over Time: ​ ​ ​ ​ ​ ​ Contract services ​ ​ 993,993 ​ ​ 1,760,010 Total Revenue ​ $ 10,737,481 ​ $ 9,830,166 ​ F-14 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and deferred revenues (contract liabilities) on the Consolidated Balance Sheet. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, we sometimes receive advances or deposits from our customers resulting in contract liabilities (See Deferred Revenue , below). As of December 31, 2024, the Company had billed accounts receivable of $ 1,984,518 and unbilled accounts receivables of $ 660,672 . As of December 31, 2023, the Company had billed accounts receivable of $ 901,672 and no unbilled accounts receivable. Deferred revenues were $ 32,768 and $ 551,021 as of December 31, 2024 and 2023, respectively. IP License Agreements On September 29, 2024, the Company entered into a three-year licensing agreement (the “KULR VIBE Agreement”) with a customer located in Japan to use its KULR VIBE software to measure and reduce fan vibration levels. The Agreement gives the customer the exclusive license to use the software in Japan (for Japanese customers) for the sole purpose of operating the Balancer. The Balancer is a hardware device used to measure vibration levels. Pursuant to this Agreement, the Company received a one-time, non-refundable license fee for the right to use the IP of $ 500,000 for which revenue was recognized immediately. The customer will pay royalty fees to the Company of $ 0.20 per unit of any rotational system balanced by a Balancer, and 3 % of gross sales of all Balancers the customer manufactures and sells to a third party. The customer will make quarterly royalty payments to the company which may vary from period to period, but the minimum payment of $ 50,000 per quarter ($ 600,000 over the three-year life of the Agreement) is guaranteed. Since the payment of the minimum royalty occurs significantly after performance, this indicates a significant financing component. Therefore, the Company immediately recognized revenue in an amount equal to the present value ($ 528,767 ) of the $ 600,000 minimum royalty to be received, using the prevailing interest rate in the relevant market (prime rate) of 8.0 %. Royalty fees above the minimum amount will be recognized when and if amounts become probable and estimable. While the Agreement contains a software maintenance provision, the Company expects the resources that will be dedicated to the software maintenance services to be negligible and determined an amount to be allocated to this software maintenance performance obligation to be de minimis. On December 29, 2024, the Company entered into a ten-year licensing agreement (the “CF Cathode Agreement”) with a different customer located in Japan, for the use of intellectual property in connection with its CF Cathode Design technology (including the specifications, diagrams, schematics and instructions (together the “KULR CF Intellectual Property”) for the production of the CF Cathode. The Agreement provides an exclusive license to use the KULR CF Intellectual Property to manufacture and sell CF Cathodes in Japan, and a non-exclusive license to manufacture and sell CF Cathodes in several other countries, including Taiwan, China, India and Korea. The license fee is $ 1.8 million to be paid over 5 years as follows: ● 2/15/25 $ 300,000 ● 6/15/25 $ 150,000 ● 12/15/25 $ 150,000 Then $ 150,000 on each of 6/15 and 12/15 in 2026 through 2029 (the last $ 150,000 payment is due 12/15/2029). The CF Cathode Agreement contains a significant financing component. Therefore, the Company immediately recognized revenue in an amount equal to the present value ($ 1,658,451 ) of the $ 1,800,000 license fee, using the prevailing interest rate in the relevant market (prime rate) of 7.5 %. Deferred Revenue As of December 31, 2024 and 2023, the Company had $ 32,768 and $ 551,021 of deferred revenue, respectively, from contracts with customers. The contract liabilities included in deferred revenue represent payments received from customers for which the Company had not yet satisfied its performance obligation under the contract, or the customers have not officially accepted the goods or services provided under the contract. The Company expects to satisfy the remaining performance obligations and recognize the revenue related to its deferred revenue balance within the next twelve months. During the year ended December 31, 2024 and 2023, the Company recognized $ 529,880 and $ 3,000 of revenue that was deferred at the previous year end. The Company did not recognize revenue from performance obligations satisfied in prior periods during the years ended December 31, 2024 or 2023. F-15 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Deferred Labor Costs As of December 31, 2024 and 2023, the Company had $ 356,030 and $ 41,625 , respectively, of deferred labor costs, which is included in prepaid expenses and other current assets in the Company’s consolidated balance sheets. Deferred labor costs represent costs incurred to fulfill the Company’s deferred contract service revenue. The Company will recognize the deferred labor costs as cost of revenue at the point in time that the Company satisfies its performance obligation under the respective contract, which is generally at the time the services are fulfilled and/or accepted by the customer. Shipping and Handling Costs The Company has elected to treat shipping and handling activities as fulfillment costs. Accordingly, amounts billed to a customer in a sales transaction related to shipping and handling are recorded as revenue. Costs incurred for shipping and handling are included as cost of revenue on the accompanying consolidated statements of operations. Research and Development Research and development include expenses incurred in connection with the research and development of our CFV thermal management solution, high-areal-capacity battery electrodes and 3D engineering for a rechargeable battery. Research and development expenses are recognized as incurred. Advertising Costs Advertising costs are expensed in the period incurred. Advertising costs charged to operations for the years ended December 31, 2024 and 2023 were $ 2,825,351 and $ 1,801,144 , respectively, and are included in selling, general and administrative expense in the consolidated statements of operations. Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award since the fair value of the award is more readily determinable than the value of the services. The fair value of the award is measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Upon the exercise of an award, the Company generally issues new shares of common stock out of its authorized shares, but may issue treasury stock when available. Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common and dilutive common-equivalent shares outstanding during each period. F-16 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the computation of basic and diluted net loss per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended ​ ​ December 31, ​ 2024 2023 Numerator: ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 17,523,629 ) ​ $ ( 23,693,556 ) ​ ​ ​ ​ ​ ​ ​ Denominator (weighted average quantities): ​ ​ ​ Common shares issued ​ 186,408,097 ​ 120,756,776 Less: Treasury shares purchased ​ ( 131,162 ) ​ ( 131,162 ) Less: Unvested restricted shares ​ ( 563,575 ) ​ ( 3,079,374 ) Add: Accrued issuable equity ​ 107,134 ​ 274,500 Add: Vested unissued restricted stock units ​ ​ 776,639 ​ ​ — Denominator for basic and diluted net loss per share ​ 186,597,133 ​ 117,820,740 ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per common share ​ $ ( 0.09 ) ​ $ ( 0.20 ) ​ The following shares were excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2024 2023 Prepaid advance liability (1) ​ — ​ 28,015,465 Unvested restricted stock awards ​ 75,000 ​ 3,381,008 Unvested restricted stock units ​ 5,742,611 ​ 2,250,000 Options ​ 327,500 ​ 722,716 Warrants ​ 711,219 ​ 2,524,410 Total 6,856,330 36,893,599 (1) Shares issuable estimated using the floor price of $ 0.75 per share pursuant to the supplemental agreement to the SEPA (see Note 12 – Prepaid Advance Liability). Operating and Finance Leases The Company determines if an arrangement is a lease or contains a lease at inception. For leases in effect upon adoption of Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)” at January 1, 2020 and for any leases commencing thereafter, the Company recognizes a liability to make lease payments, the “lease liability”, and an asset representing the right to use the underlying asset during the lease term, the “right-of-use asset”. The lease liability is measured at the present value of the remaining lease payments, discounted at either (1) the rate implicit in the lease, if available, or (2) the Company’s incremental borrowing rate. The right-of-use asset is measured at the amount of the lease liability adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term, any unamortized initial direct costs, and any impairment of the right-of-use-asset. Classification criteria in Topic 842 is applied in order to determine whether the lease is a finance lease or an operating lease. Operating lease expense is recorded on a straight-line basis over the life of the lease and is included in research and development and general and administrative expenses on the accompanying statements of operations. Finance lease right-of-use assets are depreciated on a straight-line base over the estimated useful life of the asset; the depreciation expense is included in research and development expense on the accompanying statements of operations. Finance lease liabilities are subsequently remeasured by increasing the liability to reflect interest accrued during a period and decreasing the liability to reflect payments made during the period. Interest expense incurred on finance leases is included in interest expense on the statements of operations. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference F-17 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements as of December 31, 2024 and 2023. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as selling, general and administrative expenses in the consolidated statements of operations. Reclassifications Certain prior period balances have been reclassified in order to conform to the current period presentation. These reclassifications have no effect on previously reported results of operations or loss per share. Subsequent Events The Company has evaluated subsequent events through the date on which the consolidated financial statements were issued. 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 consolidated financial statements, except as disclosed. See Note 20 – Subsequent Events. Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This update also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in ASU 2023 – 09 are effective for annual periods beginning after December 15, 2024, with early adoption permitted. Since this new ASU addresses only disclosures, the Company does not expect the adoption of this ASU to have any material impact on its financial condition, results of operations, or cash flows. The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023–09. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses. The ASU requires, among other items, additional disaggregated disclosures in the notes to financial statements for certain categories of expenses that are included on the consolidated Statements of Operations. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the effect of adopting the ASU on its disclosures. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for the Company in financial statements issued for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. The Company adopted this ASU on January 1, 2024, and the adoption did not have a material impact on the Company’s consolidated financial statements. In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” These amendments require a public entity to disclose significant segment expenses and other segment items on an annual F-18 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Public entities with a single reporting segment are required to provide both the new disclosures and all of the existing disclosures required under ASC 280. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this ASU as of December 31, 2024. Since this new ASU addresses only disclosures, the adoption of this ASU did not have a material effect on the Company’s financial position, results of operations or cash flows. In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), which provides an update to existing crypto asset guidance and requires (1) crypto assets measured at fair value separately from other intangible assets in the balance sheet and (2) changes from the remeasurement of crypto assets separately from changes in the carrying amounts of other intangible assets in the income statement and (3) specific presentation of cash receipts arising from crypto assets that are received as noncash consideration in the ordinary course of business and are converted nearly immediately into cash. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued (or made available for issuance). The Company adopted ASU 2023-08 as of January 1, 2024. ​ NOTE 3 – DIGITAL ASSETS The Company’s digital assets are comprised solely of Bitcoin. In accordance with ASC Topic 820, Fair Value Measurement, the Company measures the fair value of its Bitcoin based on the quoted price at 4:00pm EST on the measurement date for a single Bitcoin on an active trading platform, Coinbase. 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). The following table sets forth the units held, cost basis, and fair value of Bitcoin held, as shown on the consolidated balance sheet as of December 31, 2024. There was no Bitcoin held as of December 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Units Cost Basis Fair Value Crypto assets held: ​ ​ Bitcoin 217.18 ​ $ 21,000,010 ​ $ 20,281,184 Total 217.18 ​ $ 21,000,010 ​ $ 20,281,184 ​ The following table presents a reconciliation of the fair values of the Company’s Bitcoin as of December 31, 2024: ​ ​ ​ ​ ​ Beginning balance at January 1, 2024 $ — Additions ​ 21,000,010 Dispositions ​ — Unrealized loss, net ​ ( 718,826 ) Balance, December 31, 2024 ​ $ 20,281,184 ​ Additions are the result of the Company acquiring Bitcoin with cash, while dispositions are the result of sales of Bitcoin. During the year ended December 31, 2024, the Company had no Bitcoin dispositions. Bitcoin is included in non-current assets in the consolidated balance sheet due to the Company’s intent to not liquidate its Bitcoin to support operations in the next twelve to fifteen months. The Company has ownership and control over its Bitcoin and uses third-party custodial services at Coinbase. ​ NOTE 4 – ASSET ACQUISITION On May 4, 2023, the Company entered into an agreement (the “Asset Purchase Agreement”) with a seller (the “Seller”), pursuant to which the Company purchased all of the assets, primarily intellectual property, of the Seller (the “Acquired Assets”) for consideration of $ 75,000 (the “Total Consideration”), which was paid in cash on May 11, 2023. In addition, the Seller has been employed by the Company. The total cost of the intellectual property acquired of $ 75,000 is included in intangible assets on the accompanying consolidated balance sheet and is being amortized over its estimated useful life of 5 years. The Asset Purchase Agreement includes customary representations, warranties and covenants of the Company and the Seller. The Asset Purchase Agreement also contains post-closing indemnification provisions pursuant to which the parties have agreed to indemnify each other against losses resulting from certain events, including breaches of representations and warranties, covenants and certain other matters. F-19 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company determined that the transaction should be accounted for as an asset acquisition because substantially all of the fair value of the Acquired Assets is concentrated in a single asset. ​ NOTE 5 – INVENTORY DEPOSITS Inventory deposits consist of amounts paid in advance to vendors to secure future deliveries of specific finished goods and raw materials, which will be received and sold in future periods. As of December 31, 2024 and December 31,2023, the Company had outstanding inventory deposits of $ 0 and $ 27,500 , respectively. ​ NOTE 6 – PREPAID EXPENSES AND OTHER CURRENT ASSETS As of December 31, 2024 and 2023, prepaid expenses and other current assets consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2024 2023 Deferred expenses ​ $ 405,463 ​ $ 59,089 Marketing and advertising ​ ​ 285,000 ​ ​ — Compensation costs ​ ​ 275,000 ​ ​ 375,000 Other receivables ​ ​ 52,981 ​ ​ 871 Security deposits ​ ​ 50,213 ​ ​ 55,308 Professional fees ​ ​ 40,142 ​ ​ 24,125 Dues and subscriptions ​ ​ 25,355 ​ ​ 50,689 Vendor receivables ​ ​ 7,386 ​ ​ 1,995 Insurance ​ ​ — ​ ​ 32,606 Conferences and seminars ​ ​ — ​ ​ 19,338 Investor relations ​ ​ — ​ ​ 1,512 Other ​ ​ — ​ ​ 10,828 Total prepaid expenses and other current assets ​ $ 1,141,540 ​ $ 631,361 ​ ​ ​ NOTE 7 – PROPERTY AND EQUIPMENT As of December 31, 2024 and 2023, property and equipment consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ 2024 2023 Estimated Useful Life Machinery & equipment ​ $ 4,012,527 ​ $ 3,864,009 ​ 5 years Leasehold improvement ​ 2,144,565 ​ 2,043,672 ​ Lesser of the useful life of the asset or remaining life of the lease Construction in progress ​ 750,236 ​ 408,076 ​ ​ Software ​ 314,932 ​ 314,932 ​ 3 years Research and development equipment ​ 216,525 ​ 167,517 ​ 5 years Computer equipment ​ ​ 212,616 ​ ​ 212,616 ​ 3 years Research and development laboratory ​ 77,700 ​ 101,053 ​ 10 years Furniture and fixtures ​ 22,642 ​ 6,968 ​ 3 years ​ ​ ​ 7,751,743 ​ ​ 7,118,843 ​ ​ Less: accumulated depreciation ​ ​ ( 4,075,199 ) ​ ​ ( 2,420,699 ) ​ ​ Property and equipment, net ​ $ 3,676,544 ​ $ 4,698,144 ​ ​ ​ Depreciation expense amounted to $ 1,656,988 and $ 2,077,722 , respectively, for the years ended December 31, 2024 and 2023, respectively, which is included in selling, general and administrative, cost of revenue, and research and development expenses in the consolidated statements of operations. ​ F-20 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 8 – INTANGIBLE ASSETS The Company’s intangible assets consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2024 2023 Patent ​ $ 218,000 ​ $ 218,000 Intellectual property ​ 618,572 ​ 618,572 Technology license ​ ​ 60,000 ​ ​ 60,000 ​ ​ 896,572 ​ 896,572 Less: accumulated amortization ​ ( 319,473 ) ​ ( 177,177 ) Intangible assets, net ​ $ 577,099 ​ $ 719,395 ​ In February 2023, the Company entered into an agreement and paid $ 60,000 for exclusive use of a technology license. The technology license asset is being amortized on a straight-line basis over its useful life of ten years . On May 4, 2023, the Company acquired intellectual property with an aggregate cost of $ 75,000 (see Note 4 - Asset Acquisition). The intellectual property is being amortized on a straight-line basis over its useful life of five years . During the years ended December 31, 2024 and 2023, the Company recognized amortization expense related to intangible assets of $ 142,296 and $ 136,373 , respectively. During the years ended December 31, 2024 and 2023, the Company had no impairments of its intangible assets. The weighted average remaining amortization period of the Company’s intangible assets is 6.83 years. Future amortization of intangible assets is as follows: ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2025 ​ $ 142,293 2026 ​ 142,293 2027 ​ 115,112 2028 ​ 23,579 2029 ​ 18,579 Thereafter ​ ​ 135,243 ​ ​ $ 577,099 ​ ​ NOTE 9 – EQUIPMENT DEPOSITS The Company entered into an agreement with a third party contractor for the design and construction of an automated manufacturing system. To date, this equipment has not been delivered. The Company is involved in continuing discussions with the vendor regarding delivery of this equipment. As of December 31, 2024 and 2023, the Company had outstanding deposits of $ 1,355,174 and $ 1,332,436 , respectively, in connection with these agreements. See Note 19 – Commitment and Contingencies – Contingent Loss. ​ F-21 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 10 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES As of December 31, 2024 and 2023, accrued expenses and other current liabilities consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2024 2023 Payroll and vacation ​ $ 369,847 ​ $ 504,748 Inventory purchases ​ ​ 332,094 ​ ​ 145,949 Professional fees ​ ​ 176,875 ​ ​ 1,875,000 Sales tax payable ​ ​ 111,732 ​ ​ 46,901 Royalties ​ ​ 48,402 ​ ​ 17,505 Research and development ​ ​ 50,000 ​ ​ 441,192 Interest payable ​ ​ 24,102 ​ ​ — Refund due to customer ​ ​ — ​ ​ 171,960 Legal fees ​ ​ — ​ ​ 117,640 Cost of sales ​ ​ — ​ ​ 28,663 Board compensation ​ ​ — ​ ​ 23,750 Other ​ ​ 25,643 ​ ​ 90,036 Total accrued expenses and other current liabilities ​ ​ 1,138,695 ​ ​ 3,463,344 Add: Accrued interest, non-current ​ — ​ 5,899 Total accrued expenses and other liabilities ​ $ 1,138,695 ​ $ 3,469,243 ​ On December 16, 2024, the Company settled $ 241,192 of outstanding liabilities in connection with a research agreement for $ 200,000 and recorded a gain on extinguishment of debt in the amount of $ 41,192 . ​ NOTE 11 – ACCRUED ISSUABLE EQUITY A summary of the accrued issuable equity activity during the years ended December 31, 2024 and 2023 is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ 2024 ​ 2023 Beginning balance at January 1, 2024 ​ $ 13,002 ​ $ 227,956 Additions ​ ​ 565,164 ​ ​ 158,133 Mark-to-market ​ ​ 228,777 ​ ​ ( 167,040 ) Shares issued in satisfaction of accrued issuable equity ​ ( 386,516 ) ​ ​ ( 206,047 ) Fair value at December 31, 2024 ​ $ 420,427 ​ $ 13,002 ​ During the years ended December 31, 2024 and 2023, the Company entered into certain contractual arrangements for consulting services in exchange for a fixed number of shares of common stock of the Company. On the respective dates the contracts were entered into, the estimated fair value of the shares to be issued was an aggregate of $ 565,164 and $ 158,133 , respectively, based on the quoted market prices of the shares. During the year ended December 31, 2024, the Company settled certain of its accrued issuable equity obligations through the issuance of an aggregate of 553,723 of its shares with an aggregate fair value of $ 386,516 , remeasured as of the date of settlement based on the quoted market prices of the shares. During the years ended December 31, 2024 and 2023, the Company recorded gains (losses) in the aggregate amount of $( 228,777 ) and $ 167,040 , respectively, related to the changes in fair value of accrued issuable equity (see Note 17 – Stockholders’ (Deficit) Equity, Stock-Based Compensation for additional details). The fair value of the accrued but unissued shares as of December 31, 2024 was $ 420,427 , based on Level 1 inputs, which consist of quoted prices for the Company’s common stock in active markets. ​ F-22 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 12 – PREPAID ADVANCE LIABILITY, NET OF DISCOUNT The Company’s prepaid advance liability consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Amount of ​ Less: ​ Prepaid Advance ​ ​ Prepaid Advance ​ Debt ​ Liability, ​ Liability Discount net of discount Balance, December 31, 2022 ​ $ 9,473,631 ​ $ ( 621,341 ) ​ $ 8,852,290 Proceeds from prepaid advance ​ ​ 2,000,000 ​ ​ — ​ ​ 2,000,000 Original issue discount on prepaid advance ​ ​ 105,263 ​ ​ ( 105,263 ) ​ ​ — Legal fees ​ ​ — ​ ​ ( 30,000 ) ​ ​ ( 30,000 ) Repayments in cash ​ ​ ( 1,575,000 ) ​ ​ — ​ ​ ( 1,575,000 ) Repayments pursuant to Advance Notices ​ ​ ( 52,806 ) ​ ​ — ​ ​ ( 52,806 ) Repayments pursuant to Investor Notices ​ ​ ( 4,032,658 ) ​ ​ — ​ ​ ( 4,032,658 ) Amortization of debt discount ​ ​ — ​ ​ 730,230 ​ ​ 730,230 Balance, December 31, 2023 ​ ​ 5,918,430 ​ ​ ( 26,374 ) ​ ​ 5,892,056 Repayments pursuant to Advance Notices ​ ​ ( 5,918,430 ) ​ ​ — ​ ​ ( 5,918,430 ) Amortization of debt discount ​ ​ — ​ 26,374 ​ 26,374 Balance, December 31, 2024 ​ $ — ​ $ — ​ $ — ​ On September 23, 2022, the Company entered into a Supplemental Agreement (the “Supplemental Agreement”) to its Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”). Under the Supplemental Agreement, the Company may from time-to-time request advances of up to $ 15,000,000 (each, a “Prepaid Advance”) from Yorkville with a limitation on the aggregate amount of such advances of $ 50,000,000 . At any time that there is a balance outstanding under a Prepaid Advance, the Company is not permitted to deliver Advance Notices (as defined in Note 17, Stockholders’ (Deficit) Equity) under the SEPA, without prior consent from Yorkville. Pursuant to the terms of the Supplemental Agreement, Yorkville has the right to receive shares to pay down Prepaid Advances, and may select the timing and delivery of such shares (via an “Investor Notice”), in an amount up to the balance of the Prepaid Advance at a price equal to the lower of (a) 135 % of the volume weighted average price (“VWAP”) of the Company’s common stock on the day immediately prior the closing of the Prepaid Advance, or (b) 95 % of the lowest VWAP during the three days immediately prior to the Investor Notice. Each Prepaid Advance accrues interest at 10 % per annum, subject to an increase to 15 % per annum upon events of default as defined and matures 12 months after the date of the closing of such advance. Any advance balance that remains outstanding at maturity must be repaid in cash. On September 23, 2022, the Company recorded an initial Prepaid Advance liability in the amount of $ 15,789,474 , which consisted of $ 15,000,000 of gross cash proceeds (the “Initial Advance”), plus an original issue discount of $ 789,474 . Of the $ 15,000,000 Initial Advance amount, $ 3,850,000 was used to repay amounts due under a Note Purchase Agreement with Yorkville. The Company incurred $ 85,000 of legal and professional fees in connection with its entry into the Supplemental Agreement. The original issue discount and legal and professional fees incurred were recorded as a debt discount, which is being amortized ratably over the term of the Initial Advance. On March 10, 2023, the Company and Yorkville agreed and closed on a second Prepaid Advance (the “Second Advance”). The Company recorded additional prepaid advance liability in the amount of $ 2,105,263 , which consisted of $ 2,000,000 cash proceeds received, plus an original issue discount of $ 105,263 . Interest accrues on the outstanding balance of each Prepaid Advance at an annual rate of 10 %, subject to an increase to 15 % upon events of default, as defined. On September 18, 2023, the Company repaid an aggregate amount of $ 1,839,731 , consisting of a principal amount of $ 1,500,000 , accrued interest in the amount of $ 264,731 and a payment premium in the amount of $ 75,000 . During the year ended December 31, 2023, the Company issued 4,078,971 shares of common stock, at purchase prices per share ranging from $ 0.57 to $ 1.20 , pursuant to Investor Notices submitted by Yorkville for aggregate proceeds of $ 4,466,627 . The proceeds were applied against the principal and interest due for the Prepaid Advance Liability in the aggregate amounts of $ 4,032,657 and $ 433,970 , respectively. F-23 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During the year ended December 31, 2023, the Company recorded interest expense in the amount of $ 714,117 and recorded amortization of debt discount in the amount of $ 730,230 in connection with the Prepaid Advance liability. On August 16, 2023, as amended on August 23, 2023, August 30, 2023, November 6, 2023 and December 19, 2023, the Company and Yorkville entered into letter agreements (the “Letter Agreement”), intended to supplement and modify the Supplemental Agreement to extend the repayment date of the Prepaid Advance Liability balance as follows: (i) an initial payment of $ 1,000,000 plus accrued interest as well as a 5 % cash payment premium on or before December 31, 2023 or the date of the closing of any financing conducted by the Company (the “December Payment”); (ii) $ 2,000,000 on or before February 29, 2024 plus accrued interest as well as a 5 % cash payment premium (the “February Payment”); (iii) the remaining principal amount of the Prepaid Advance Liability of $ 2,597,194 plus accrued interest as well as a 5 % cash payment premium on or before April 30, 2024 (the “April Payment”). On January 9, 2024, the Company entered into a letter agreement with Yorkville to defer the Company’s December 31, 2023 (the “December Payment”) payment of $ 2,000,000 plus accrued interest and a 5 % cash payment premium until February 29, 2024. On February 13, 2024, the Company and Yorkville entered into another agreement to extend all payment due dates and defer all payment obligations to December 31, 2024. During the year ended December 31, 2024, the Company issued 55,659,476 shares of common stock pursuant to SEPA Advance Notices submitted by the Company to Yorkville for aggregate proceeds of $ 15,173,357 (see note 17 – Stockholders’ Equity (Deficit)). Of the shares issued pursuant to the SEPA Advance Notices, 21,798,830 shares valued at $ 6,068,407 were issued in satisfaction of $ 5,918,430 of principal and $ 118,619 of accrued interest owed in connection with the Company’s prepaid advance liability. The Company recorded $ 31,358 in extinguishment loss and charged $ 13,577 of deferred financing costs to additional paid-in capital in connection with the shares issued in satisfaction of the prepaid advance liability. As of December 31, 2024, the Prepaid Advance Liability and the related accrued interest has been repaid in full and the SEPA has been terminated. See Note 17 – Stockholders’ Equity (Deficit) - Standby Equity Purchase Agreement (“SEPA”) and Supplemental SEPA for additional information. The remaining 33,860,646 shares issued pursuant to the SEPA Advance Notices were issued for cash proceeds of $ 9,104,950 , which was used to fund the operations of the Company. Deferred financing costs in the amount of $ 57,030 were charged to additional paid-in capital in connection with the shares issued for cash. ​ NOTE 13 – LEASES On January 18, 2023, the Company entered into a lease agreement for office space in Webster, Texas. The initial lease term is twelve months and thirteen days. Monthly rental payments under the lease are $ 5,047 , which is comprised of $ 4,245 of base rent plus $ 802 of common area maintenance fees. The Company determined that the value of the lease liability and the related right-of-use asset at inception was $ 51,154 , using an estimated incremental borrowing rate of 5 %. 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. Monthly rental payments under the new lease are $ 33,086 , which is comprised of $ 21,950 of base rent and $ 11,136 of common area maintenance fees. No cash payments are due for the first three months of the lease. 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 December 31, 2024. The Company also leases office space at 4863 Shawline Street, San Diego, CA 92111, 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. Monthly rental payments under the amendment are $ 29,337 . The Company determined that the value of the modified operating lease liability and related right-of-use asset to be $ 449,404 , 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 December 31, 2024. During the years ended December 31, 2024 and 2023, operating lease expense was $ 576,332 and $ 265,457 , respectively. F-24 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During July 2024, the Company entered into a three - year lease agreement, (the “Equipment Lease”) for the lease of a copy machine (the “Equipment”). The lease term began on July 18, 2024. The monthly fixed lease payment is $ 220 . The Equipment Lease includes a purchase option pursuant to which the Company can purchase the Equipment at the end of the lease term for $ 1 . The Company recorded a finance lease ROU asset and related lease liability in the amount of $ 7,768 upon the commencement of the Equipment Lease. The Company recorded depreciation expense in the amount of $ 1,554 in connection with ROU assets held under the finance lease during the year ended December 31, 2024. The Company recorded interest expense of $ 118 during the year ended December 31, 2024, in connection with its finance lease liability. Lease liabilities mature during the year ended December 31, 2024, as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, Operating Lease Financing Lease Total 2025 ​ $ 601,199 ​ $ 2,636 ​ $ 603,835 2026 ​ 280,228 ​ 2,636 ​ 282,864 2027 ​ 289,008 ​ 1,318 ​ 290,326 2028 ​ ​ 297,788 ​ ​ — ​ ​ 297,788 2029 ​ ​ 101,702 ​ ​ — ​ ​ 101,702 Thereafter ​ ​ — ​ ​ — ​ ​ — Total future minimum lease payments ​ ​ 1,569,925 ​ ​ 6,590 ​ ​ 1,576,515 Less: amount representing imputed interest ​ ( 257,707 ) ​ ( 275 ) ​ ( 257,982 ) Present value of lease liabilities ​ ​ 1,312,218 ​ ​ 6,315 ​ ​ 1,318,533 Less: current portion ​ ( 493,468 ) ​ ( 2,463 ) ​ ( 495,931 ) Lease liabilities, non-current portion ​ $ 818,750 ​ $ 3,852 ​ $ 822,602 ​ Supplemental cash flow information related to the lease was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended ​ ​ December 31, ​ ​ 2024 ​ 2023 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ Operating cash flows from operating lease ​ $ 324,870 ​ $ 270,570 ​ Repayment of finance lease liability ​ $ 1,453 ​ ​ N/A ​ ​ ​ ​ ​ ​ ​ ​ ​ Right-of-use assets obtained in exchange for lease obligations ​ ​ ​ Operating leases ​ $ 1,534,902 ​ $ 51,154 ​ Financing leases ​ $ 7,768 ​ ​ N/A ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Remaining Lease Term (Years) ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 3.51 years ​ ​ 0.4 years ​ Financing leases ​ ​ 2.49 years ​ ​ N/A ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Discount Rate ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 10.0 % ​ 5.0 % Financing leases ​ ​ 10.0 % ​ N/A ​ ​ ​ F-25 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 14 – RELATED PARTY TRANSACTIONS Effective August 26, 2022, the Company entered into an eight-month consulting agreement with the father of the Company’s Chief Technology Officer (the “Related Consultant”), which shall automatically renew for an additional four months unless otherwise terminated. During the years ended December 31, 2024 and 2023, expense recognized for services provided by the Related Consultant were $ 0 and $ 32,055 , respectively, and is included within selling, general and administrative expenses in the consolidated statements of operations. On July 24, 2023, the Related Consultant accepted an employment offer by the Company, which became effective on August 7, 2023. As of December 31, 2024 and December 31, 2023, the Company did no t have material accounts payable outstanding with related parties. ​ NOTE 15 – NOTES PAYABLE A summary of the notes payable activity during the year ended December 31, 2024 is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Notes ​ Debt ​ ​ ​ ​ Payable Discount Total Outstanding, January 1, 2024 ​ $ 250,000 ​ $ — ​ $ 250,000 Obligations in connection with merchant cash advances ​ 2,959,200 ​ ( 1,148,163 ) ​ 1,811,037 Proceeds from promissory notes ​ 742,788 ​ ( 60,000 ) ​ 682,788 Repayments in cash ​ ( 3,341,597 ) ​ — ​ ( 3,341,597 ) Amortization of debt discount ​ — ​ 1,125,285 ​ 1,125,285 Total notes payable as of December 31, 2024 ​ 610,391 ​ ( 82,878 ) ​ 527,513 Less: notes payable, current portion ​ ( 599,425 ) ​ 82,878 ​ ( 516,547 ) Notes payable, noncurrent as of December 31, 2024 ​ $ 10,966 ​ $ — ​ $ 10,966 ​ On January 22, 2024, the Company entered into a merchant cash advance agreement (the “Cash Advance Agreement”) whereby the Company received $504,900 of cash (net of underwriting fees of $ 35,100 ), and paid finder’s fees in cash of $ 21,600 and additional finder’s fees to be issued in equity, with the obligation to repay a total of $ 804,600 over thirty-two weekly payments of $ 25,144 , beginning January 30, 2024. The difference between the total repayment amount and the net proceeds received was accounted for as debt discount, and along with the finder’s fees, were being amortized over thirty-two weeks using the effective interest rate method and an annualized effective interest rate of 217 %. The Cash Advance Agreement was secured by the Company’s accounts receivable and related cash receipts. On February 26, 2024, the parties added an addendum to the agreement for an early payoff discount whereby the Company will owe $ 756,000 if paid by March 22, 2024, or $ 783,000 if paid by April 22, 2024. The Company did not take advantage of the early payoff discount and continued making weekly payments over the original thirty-two week term. On July 11, 2024, the Company used proceeds from the Third Cash Advance Agreement to repay this cash advance in full. On February 26, 2024, the Company entered into a merchant cash advance agreement (the “Second Cash Advance Agreement”) with the same lender mentioned above whereby the Company received $ 502,200 of cash (net of underwriting fees of $ 37,800 ), and paid finder’s fees in cash of $ 21,600 and additional finder’s fees to be issued in equity, with the obligation to repay a total of $ 804,600 over thirty weekly payments of $ 26,820 , beginning February 29, 2024. The difference between the total repayment amount and the net proceeds received was accounted for as debt discount, and along with the finder’s fees, is being amortized over thirty weeks using the effective interest rate method and an annualized effective interest rate ranging from 240 % to 249 %. The Second Cash Advance is secured by the Company’s accounts receivable and related cash receipts. On July 11, 2024, the terms of this agreement were revised whereby the weekly repayment amounts were reduced from $ 26,820 to $ 15,620 and the repayment period was extended from September 27, 2024, to November 15, 2024. On November 15, 2024, this merchant cash advance was repaid in full. On April 2, 2024, the Company entered into an agreement (the “Promissory Note”), with a lender (the “Lender”), pursuant to which the Lender purchased an unsecured promissory note with an initial principal amount of $ 500,000 , for cash proceeds of $ 440,000 . The Company recorded a debt discount of $ 60,000 , which consists of an original issue discount of $ 50,000 and cash issuance costs of $ 10,000 . The debt discount was amortized using the effective interest rate method and an annualized effective interest rate of 26 %. The Promissory Note carries an annual interest rate of 0 %, which shall increase to 15 % in the event of default, and has a maturity date of October 2, 2024, after which all outstanding principal and accrued interest will become immediately due. On May 28, 2024, the Company repaid the Promissory Note in full, and recognized $ 60,000 of amortization expense related to the debt discount. F-26 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On April 4, 2024, the Company and the finder of the First and Second Cash Advance Agreements determined that the equity compensation would be by issuance of warrants to purchase up to 81,788 shares (the “First Warrant”) and up to 108,389 shares (the “Second Warrant”), respectively, of the Company’s common stock at an exercise price of $ 0.1852 per share and $ 0.139 per share, respectively. The First Warrant and the Second Warrant (collectively the “Warrants”) were exercisable immediately and expire on January 22, 2027 and February 26, 2027, respectively. The Warrants had a grant date fair value of $ 112,863 . The value of the Warrants was recognized as additional debt discount, which was amortized over the repayment period. The Warrants contain a cashless exercise provision in the form of a net share settlement, whereby, if, at the time the holder exercises the Warrants, there is no effective registration statement registering the common stock subject to the Warrants, the holder may elect to receive the number of shares of the Company’s common stock determined according to a formula set forth in the warrant agreements. The following assumptions were used in the Black-Scholes Model to measure the fair value of the warrants: ​ ​ ​ ​ ​ ​ Market price at measurement date $ 0.70 ​ Exercise price ​ $ 0.14 -$ 0.19 ​ Risk free interest rate ​ 4.52 % Expected term (years) ​ 2.8 - 2.9 ​ Expected volatility ​ 93 % ​ On December 27, 2024, the holder elected the cashless exercise and exercised all the Warrants and received 183,882 shares of the Company’s common stock. Pursuant to the cashless exercise, 6,295 shares were withheld from the holder to cover taxes and fees. On April 9, 2024, the Company entered into a note purchase agreement pursuant to which the Company issued an unsecured promissory note with an initial principal amount of $ 200,000 and which matures on the first anniversary of its issuance. The Company received cash proceeds of $ 200,000 . The promissory note carries an annual interest rate of 16 %. In the event the promissory note is prepaid within 9 months of its issuance, the holder is entitled to the repayment of principal and cash payment of interest equal to 12 % of the prepayment amount instead of 16 %. On October 31, 2024, this promissory note was repaid in full. On April 9, 2024, the Company entered into a Conditional Sale Agreement (the “Agreement”) to purchase a Haas Vertical Machining Center (the “Equipment”), pursuant to which the Company issued a promissory note with an initial principal amount of $ 42,788 . The promissory note carries an imputed interest rate of 10 %. The Company will make twenty-four consecutive monthly installments of $ 2,003 , beginning thirty days after the delivery of the Equipment. The Equipment was received on June 17, 2024. On July 11, 2024, the Company entered into a merchant cash advance agreement (the “Third Cash Advance Agreement”) whereby the Company received $ 758,850 of cash (net of underwriting fees of $ 40,000 and $ 201,150 used to pay the remaining balance of the first merchant cash advance), with the obligation to repay a total of $ 1,350,000 over forty - three weekly payments of $ 31,395 , beginning July 18, 2024. The difference between the total repayment amount and the net proceeds received was accounted for as debt discount and is being amortized over forty - three weeks using the effective interest rate method and an annualized effective interest rate of 86 %. The Third Cash Advance Agreement is secured by the Company’s accounts receivable and related cash receipts. The agreement contains an early payoff discount whereby the Company will owe $ 1,230,000 if paid by August 11, 2024, or $ 1,310,000 if paid by September 11, 2024. The Company did not take advantage of the early payoff discount and continued making weekly payments over the original forty-three-week term. In addition, the Third Cash Advance Agreement amended the Second Cash Advance Agreement to revise the repayment terms, whereby the weekly repayment amounts were reduced from $ 26,820 to $ 15,620 and the repayment period was extended from September 27, 2024, to November 15, 2024. This Third Cash Advance was repaid in full on January 8, 2025. See Note 20 – Subsequent Event, for full repayment disclosure. ​ F-27 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 16 – INCOME TAXES The income tax provision (benefit) for the years ended December 31, 2024 and 2023 consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Years Ended ​ ​ December 31, ​ 2024 2023 Federal ​ ​ Current ​ $ — ​ $ — Deferred ​ ( 2,289,224 ) ​ ( 4,772,247 ) ​ ​ ​ State and Local ​ ​ Current ​ — ​ — Deferred ​ ( 454,177 ) ​ ( 405,473 ) ​ ​ ( 2,743,401 ) ​ ( 5,177,720 ) Change in valuation allowance ​ 2,743,401 ​ 5,177,720 Income tax provision ​ $ — ​ $ — ​ A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Years Ended ​ ​ ​ December 31, ​ ​ 2024 2023 ​ Tax benefit at federal statutory rate ( 21.0 ) % ( 21.0 ) % State income taxes, net of federal benefit ( 2.6 ) % ( 3.5 ) % Permanent differences 0.0 % 0.9 % Stock-based compensation 4.9 % 0.1 % Other and prior year true-ups 3.0 % 2.3 % Rate and apportionment changes ​ 0.0 % ( 0.6 ) % Change in valuation allowance 15.7 % 21.9 % Effective income tax rate 0.0 % 0.0 % ​ The Company has determined that a valuation allowance for the entire net deferred tax asset is required. A valuation allowance is required if, based on the weight of evidence, it is more likely than not that some or the entire portion of the deferred tax asset will not be realized. After consideration of all the evidence, management has determined that a full valuation allowance is necessary to reduce the deferred tax asset to zero. F-28 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The tax effects of temporary differences that give rise to deferred tax assets and liabilities are presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Years Ended ​ ​ December 31, ​ 2024 2023 Deferred Tax Assets: ​ ​ Net operating loss carryforwards ​ $ 15,514,550 ​ $ 12,665,029 Research and development credit carryforwards ​ 222,645 ​ 101,422 Capitalized research and development costs ​ ​ 2,587,355 ​ ​ 1,949,748 Stock-based compensation ​ 461,408 ​ 1,687,091 Property and equipment ​ ​ 268,474 ​ ​ 87,018 Intangible assets ​ ​ 42,312 ​ ​ 24,945 Lease liability ​ ​ 313,458 ​ ​ — Accruals and other ​ ​ 187,823 ​ ​ 50,149 Gross deferred tax assets ​ ​ 19,598,025 ​ ​ 16,565,402 Valuation allowance ​ ​ ( 19,307,367 ) ​ ​ ( 16,563,966 ) Deferred tax assets, net of allowance ​ ​ 290,658 ​ ​ 1,436 Deferred Tax Liabilities: ​ ​ ​ ​ ​ ​ Right of use asset ​ ​ ( 290,658 ) ​ ​ — Debt discount ​ ​ — ​ ​ ( 1,436 ) Net deferred tax liabilities ​ $ — ​ $ — Changes in valuation allowance ​ $ 2,743,401 ​ $ 5,177,720 ​ At December 31, 2024 and 2023, the Company had federal net operating loss carry forwards of approximately $ 61.0 million and $ 49.0 million, respectively. At December 31, 2024, approximately $ 3.3 million of federal net operating losses will expire from 2033 to 2037 , and approximately $ 57.7 million will have no expiration. At December 31, 2024 and 2023, the Company had state net operating loss carry forwards of approximately $ 34.9 million and $ 33.3 million, respectively, of which $ 33.5 million of which will expire between 2034 and 2044 and $ 1.3 million have no expiration. The net operating loss carryovers may be subject to annual limitations under Internal Revenue Code Section 382, and similar state provisions, should there be a greater than 50% ownership change as determined under the applicable income tax regulations. The amount of the limitation would be determined based on the value of the Company immediately prior to the ownership change and subsequent ownership changes could further impact the amount of the annual limitation. An ownership change pursuant to Section 382 may have occurred in the past or could happen in the future, such that the NOLs available for utilization could be significantly limited. No tax audits were commenced or were in process during the years ended December 31, 2024 and 2023. No tax related interest or penalties were incurred during the years ended December 31, 2024 and 2023. The Company’s federal and state income tax returns beginning with the year ended December 31, 2021 remain subject to examination. ​ NOTE 17 – STOCKHOLDERS’ EQUITY (DEFICIT) Authorized Capital The Company is authorized to issue 500,000,000 shares of common stock, par value of $ 0.0001 per share, and 20,000,000 shares of preferred stock, par value of $ 0.0001 per share. The holders of the Company’s common stock are entitled to one vote per share. The preferred stock is designated as follows: 1,000,000 shares designated as Series A Preferred Stock, 31,000 shares designated as Series B Convertible Preferred Stock, 400 shares designated as Series C Preferred Stock, and 650 shares designated as Series D Convertible Preferred Stock. Equity Incentive Plan On August 15 and November 5, 2018, the Board of Directors and a majority of the Company’s shareholders, respectively, approved the 2018 Equity Incentive Plan (the “2018 Plan”). Under the 2018 Plan, 15,000,000 shares of common stock of the Company are authorized for issuance. The 2018 Plan provides for the issuance of incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights, restricted stock and restricted stock units to employees, directors and consultants of the Company and its affiliates. The 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 December 31, 2024, there were 5,095,017 shares available for issuance under the 2018 Plan. F-29 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Standby Equity Purchase Agreement (“SEPA”) and Supplemental SEPA On May 13, 2022, the Company entered into the SEPA with Yorkville. Pursuant to the SEPA, the Company has the right, but not the obligation, to sell to Yorkville up to an aggregate of $ 50,000,000 of its shares of common stock, par value $ 0.0001 per share, at the Company’s request any time during the commitment period commencing on May 13, 2022 and terminating on the first day of the month following the 24-month anniversary of the SEPA. Each sale (an “Advance”) that the Company requests under the SEPA (via an “Advance Notice”) may be for a number of shares of common stock with an aggregate value of up to $ 5,000,000 . Shares are sold under the SEPA at 98.0 % of the average of the VWAPs during each of the three consecutive trading days commencing on the trading day following the Company’s submission of an Advance Notice to Yorkville. Advances are subject to certain limitations, including that Yorkville will not purchase any shares that would result in it owning more than 4.99 % of the Company’s outstanding common stock at the time of an Advance, or more than the amount of shares registered under the registration statement in effect at the time of the Advance. Under the terms of the Supplemental Agreement, the aggregate number of shares purchased under the SEPA could not initially exceed 19.9 % of the Company’s outstanding common stock as of the date of the SEPA (“Exchange Cap”). Pursuant to its obligations under the agreement, on February 9, 2024, the Company obtained stockholder approval for the issuance of shares of common stock to Yorkville beyond the Exchange Cap. During the year ended December 31, 2024, the Company issued 55,659,476 shares of common stock pursuant to SEPA Advance Notices submitted by the Company to Yorkville for aggregate gross proceeds of $ 15,173,357 . Of the shares issued pursuant to the SEPA Advance Notices, 21,798,830 shares valued at $ 6,068,407 were issued in satisfaction of $ 5,918,430 of principal and $ 118,619 of accrued interest owed in connection with the Company’s prepaid advance liability. The Company recorded $ 31,358 in extinguishment loss and charged $ 13,577 of deferred financing costs to additional paid-in capital in connection with the shares issued in satisfaction of the prepaid advance liability. The remaining 33,860,646 shares were issued for cash proceeds of $ 9,104,950 , which was retained by the Company to fund operations. Deferred financing costs in the amount of $ 57,030 were charged to additional paid-in capital in connection with the shares issued for cash. As of March 27, 2024, the Prepaid Advance Liability and the related accrued interest has been repaid in full and the SEPA terminated on June 1, 2024. See Note 12 – Prepaid Advance Liability, for details related to a supplemental agreement to the SEPA. At the Market Offering On July 3, 2024, the Company entered into an At the Market Offering agreement (the “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 $ 20,000,000 in “at the market” (“ATM”) offerings through or to the Agent. Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of the sale, or as otherwise agreed with the Agent. The Agent will receive a commission from the Company of 3 % of the gross proceeds of any shares of common stock sold pursuant to the ATM Agreement. On December 4, 2024, the Company increased the maximum aggregate offering amount of the shares of the Company’s common stock issuable under the ATM Agreement from approximately $ 20 million to $ 46 million. On December 26, 2024, the Company increased the maximum aggregate offering amount of the shares of the Company’s common stock issuable under the ATM Agreement by an additional $ 50 million and the Company entered into an amendment (the “Amendment”) to the ATM Agreement, 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 ATM Agreement. During the year ended December 31, 2024, the Company issued a total of 74,781,217 shares of common stock pursuant to the ATM Agreement for aggregate gross proceeds of $ 61,912,798 . (See Note 20, Subsequent Events) Series A Preferred Stock 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 one class. Each record holder of Series A Preferred Stock is entitled to one-hundred votes per share of Series A Preferred Stock held by such holder. 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 shall not be entitled to receive dividends, nor do they have a right to distribution from the assets of the Company in the event of any liquidation, dissolution, or winding up of the Company. On November 5, 2018, the Company received a written consent of the majority of the stockholders to issue 1,000,000 shares of the Company’s Series A Preferred Stock to the Chief Executive Officer of the Company, if necessary, as a measure to protect the Company from an uninvited takeover. F-30 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On January 26, 2024, the Board of Directors (“Board”), approved, authorized, and ratified the issuance of 730,000 shares of previously designated Non-Convertible Series A Voting Preferred Stock to the Chairman and Chief Executive Officer of the Company, Michael Mo, for no consideration, subject to the Board reserving the full and unequivocal right to revoke, rescind, transfer or otherwise cancel the issued Non-convertible Series A Voting Preferred Stock in the event Michael Mo is removed from any position with the Company or resigns from all positions with the Company. 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. 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. 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. Series B Convertible Preferred Stock Holders of shares of Series B Convertible Preferred Stock are not entitled to voting rights or dividend rights. The Series B Convertible Preferred Stock does not contain any redemption provisions or other provisions requiring cash settlement within control of the holder. Series B Convertible Preferred Stock is senior in liquidation preference to common stock. Each share of Series B Convertible Preferred Stock, after 181 days after issuance and without the payment of additional consideration, is convertible at the option of the holder into fifty ( 50 ) fully paid and non-assessable shares of common stock. There are no Series B Convertible shares outstanding or available to issue at December 31, 2024. Series C Convertible Preferred Stock Series C Convertible Preferred Stock is senior in liquidation preference to the Company’s common stock for an amount equal to the stated value per share of $ 10,000 (“Stated Value”). Holders of shares of Series C Convertible Preferred Stock shall vote on an as-if-converted-to-common-stock basis with the common stockholders. Holders of shares of Series C Convertible Preferred Stock are entitled to receive dividends when, as and if declared by the Board of Directors, at an annual rate of twelve percent ( 12 )% beginning one year after each share’s issuance. The Company may elect to redeem all or part of each share of Series C Convertible Preferred Stock for the Stated Value. There are no Series C Convertible shares outstanding or available to issue at December 31, 2024. Series D Convertible Preferred Stock Holders of the Series D Preferred shall vote on an as-if-converted basis and are entitled to receive cumulative dividends annually at an annual rate equal to ten percent ( 10 %). There are no Series D Convertible shares outstanding or available at December 31, 2024. Common Stock During the year ended December 31, 2023, the Company issued an aggregate of 551,323 shares of common stock valued at $ 268,820 for legal and consulting services, of which 189,963 shares valued at issuance at $ 227,956 were accrued at January 1, 2023 for services rendered in prior years. During the year ended December 31, 2023, the Company issued an aggregate of 13,389,285 shares of common stock in public equity offerings for gross proceeds of $ 3,910,000 less issuance costs of $ 846,030 . During the year ended December 31, 2023, the Company issued 50,000 shares of restricted common stock for marketing services subject to a 180 -day lock-up period. During the year ended December 31, 2024, the Company issued an aggregate of 795,373 shares of common stock valued at $ 447,677 for legal and consulting services, of which 68,431 shares valued at issuance at $ 13,002 were accrued at January 1, 2024 for services rendered in prior years. F-31 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During the year ended December 31, 2024, the Company issued 30,000 shares of immediately vested common stock with a grant date value of $ 17,400 as equity compensation to its independent members of the Board of Directors. During the year ended December 31, 2024, the Company issued 1,472,460 shares of common stock upon the cashless exercise of 2,003,368 warrants with a weighted average exercise price of $ 0.92 . During the year ended December 31, 2024, the Company issued 25,841 shares of common stock upon the exercise of stock options. During the year ended December 31, 2024, the Company issued 1,102,127 shares of common stock upon the vesting of restricted stock units previously granted. See At The Market Offering, above, and Note 12 - Prepaid Advance Liability for details related to additional share issuances. During the year ended December 31, 2024, the Company repurchased and cancelled 875,000 shares issued in connection with vested equity awards held by the Company’s Former COO in exchange for a cash payment of $ 500,000 . In addition, 3,005 shares withheld for payroll taxes were cancelled by the Company. Treasury Stock As of December 31, 2024 and 2023, the Company has 131,162 shares held in treasury recorded at their cost of $ 296,222 . Warrants A summary of warrants activity during the year ended December 31, 2024 is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ Weighted ​ ​ ​ ​ ​ ​ ​ Average ​ Average ​ ​ ​ ​ ​ Number of ​ Exercise ​ Remaining ​ Intrinsic ​ Warrants Price Term (Yrs) Value Outstanding, January 1, 2024 ​ 2,524,410 ​ $ 1.02 ​ ​ ​ Issued 190,177 ​ 0.16 ​ Exercised ( 2,003,368 ) ​ ( 0.92 ) ​ Expired ​ — ​ ​ — ​ ​ ​ ​ ​ Forfeited ​ — ​ ​ — ​ ​ ​ ​ ​ Outstanding, December 31, 2024 711,219 ​ $ 1.06 1.0 $ 1,769,137 Exercisable, December 31, 2024 711,219 ​ $ 1.06 1.0 $ 1,769,137 ​ A summary of outstanding and exercisable warrants as of December 31, 2024 is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrants Outstanding ​ Warrants Exercisable ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Outstanding ​ Average ​ Exercisable ​ Exercise ​ Number of ​ Remaining Life ​ Number of ​ Price Warrants In Years Warrants $ 1.25 177,885 1.0 177,885 $ 1.00 533,334 1.0 533,334 ​ ​ ​ 711,219 ​ 1.0 ​ 711,219 ​ F-32 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Stock-Based Compensation ​ The following table presents information related to stock-based compensation expense for the years ended December 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Year Ended ​ ​ December 31, ​ 2024 2023 Shares issued for legal services ​ $ 61,161 ​ $ 62,770 Shares issued to Directors ​ ​ 17,400 ​ ​ — Accrued issuable equity (common stock) ​ ​ 565,165 ​ ​ 158,133 Amortization of stock options ​ ​ 88,878 ​ ​ 157,659 Amortization of restricted stock awards and units ​ ​ 1,960,083 ​ ​ 3,124,174 Total ​ $ 2,692,687 ​ $ 3,502,736 ​ During the years ended December 31, 2024 and 2023, the Company recognized stock-based compensation expense of $ 2,692,687 and $ 3,502,736 , respectively, of which $ 2,319,207 and $ 3,227,782 , respectively, are included within selling, general and administrative expenses, and $ 373,480 and $ 274,954 , respectively are included within research and development expenses in the consolidated statements of operations. Stock Options A summary of options activity during the year ended December 31, 2024 is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ Weighted ​ ​ ​ ​ ​ ​ ​ Average ​ Average ​ ​ ​ ​ ​ Number of ​ Exercise ​ Remaining ​ Intrinsic ​ Options Price Term (Yrs) Value Outstanding, January 1, 2024 722,716 ​ $ 1.26 ​ Granted 55,000 ​ 0.27 ​ Forfeited ( 424,375 ) ​ 0.97 ​ Exercised ( 25,841 ) ​ 0.92 ​ Outstanding, December 31, 2024 327,500 ​ $ 1.49 2.8 ​ $ 676,193 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable, December 31, 2024 149,999 ​ $ 1.69 2.3 ​ $ 259,123 ​ The following table presents information related to stock options as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ Options Outstanding ​ Options Exercisable ​ ​ ​ ​ Weighted ​ ​ Range of ​ Outstanding ​ Average ​ Exercisable Exercise ​ Number of ​ Remaining Term ​ Number of Prices Options In Years Options $ 0.28 - $ 0.99 ​ 112,500 ​ 3.3 ​ 22,499 $ 1.21 - $ 1.50 ​ 25,000 ​ 2.8 ​ 12,500 $ 1.55 - $ 1.99 ​ 70,000 ​ 2.3 ​ 40,000 $ 2.05 - $ 2.44 ​ 120,000 ​ 1.9 ​ 75,000 ​ ​ 327,500 ​ 2.3 ​ 149,999 ​ F-33 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2024 and 2023, the weighted average grant date fair value per share of options was $ 0.20 and $ 0.52 , respectively. The Company has computed the fair value of stock options granted using the Black-Scholes option pricing model. In applying the Black-Scholes option pricing model, the Company used the following assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ For The Year Ended ​ ​ ​ December 31, ​ ​ 2024 2023 ​ Risk free interest rate 4.27 % - 4.81 % 3.92 % - 5.40 % Expected term (years) 3.8 0.5 - 3.5 Expected volatility 110 % - 114 % 105 % - 109 % Expected dividends 0 % 0 % ​ Option forfeitures are accounted for at the time of occurrence. The expected term used is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of employee option grants. The Company utilizes an expected volatility figure based on the historical volatility of its common stock over a period of time equivalent to the expected term of the instrument being valued. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. As of December 31, 2024, there was $ 115,741 of unrecognized stock-based compensation expense related to the above stock options, which will be recognized over the weighted average remaining vesting period of 1.7 years. Restricted Stock Awards The following table presents information related to restricted stock awards as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ Shares of Restricted ​ Grant Date ​ ​ Common Stock ​ Fair Value Non-vested RSAs, January 1, 2024 3,381,008 ​ $ 1.53 RSAs exchanged for RSUs ​ ( 2,168,508 ) ​ ​ 0.94 Granted 200,000 ​ 0.10 Vested ( 1,287,500 ) ​ 2.23 Forfeited ​ ( 50,000 ) ​ ​ 2.62 Non-vested RSAs, December 31, 2024 75,000 ​ $ 2.06 ​ On March 31, 2023, the Company granted 1,500,000 restricted shares of common stock with a grant date value of $ 1,380,000 to the Company’s Chief Financial Officer. The restricted shares vest in five (5) equal annual installments. ​ During the year ended December 31, 2023, the Company granted RSAs of 668,508 restricted shares of common stock with an aggregate grant date value of $ 685,400 to employees which vest in four (4) equal annual installments. ​ As of August 20, 2024, the President and Chief Operating Officer (the “Former COO”) resigned from all positions held with the Company, and the Company agreed to provide the Former COO with certain separation benefits, which include accelerated vesting of the final tranche of his restricted stock award (“RSA”), consisting of 500,000 unvested shares, previously granted. The Company recorded a credit in the amount of $ 325,000 to stock-based compensation as a result of this modification, consisting of reversal of $ 435,000 of amortization related to the unvested award, net of $ 110,000 equal to the fair value of shares vested on an accelerated basis. See Note - 19 Commitment and Contingencies - Separation and General Release Agreement. ​ During the year ended December 31, 2024, the Company issued 2,168,508 restricted stock units (“RSUs”) in exchange for the same quantity of restricted stock awards. The exchange of RSAs for RSUs did not result in a modification of any other terms, such as the grant date fair value or vesting period. As of December 31, 2024, there was $ 127,958 of unrecognized stock-based compensation expense related to restricted stock that will be recognized over the weighted average remaining vesting period of 1.69 years. F-34 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Restricted Stock Units The following table presents information related to RSUs as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ Shares of Restricted ​ Grant Date ​ ​ Common Stock ​ Fair Value Non-vested RSUs, January 1, 2024 ​ 2,250,000 ​ $ 2.05 RSAs exchanged for RSUs ​ 2,168,508 ​ ​ 0.94 Granted 3,541,230 ​ 1.27 Vested ( 1,092,127 ) ​ 1.24 Forfeited ( 1,125,000 ) ​ 2.05 Non-vested RSUs, December 31, 2024 5,742,611 ​ $ 1.31 ​ ​ ​ ​ ​ ​ Vested RSUs undelivered December 31, 2024 ​ 750,000 ​ $ 2.05 ​ During the year ended December 31, 2024, the Company granted RSUs of 3,441,230 restricted shares of common stock with an aggregate grant date value of $ 4,382,643 to employees and consultants which vest in four (4) equal annual installments. During the year ended December 31, 2024, the Company granted RSUs of 100,000 restricted shares of common stock with an aggregate grant date value of $ 118,000 to employees which vest in two (2) biannual installments. During the year ended December 31, 2024, the Company cancelled 1,125,000 of unvested restricted stock units, upon the resignation of the Former COO. See Note 19 – Commitments and Contingencies – Separation and General Release Agreement . To date, RSUs have only been granted to employees 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 December 31, 2024, there was $ 6,543,446 of unrecognized stock-based compensation expense related to restricted stock units that will be recognized over the weighted average remaining vesting period of 3.35 years. ​ ​ NOTE 18 – SEGMENT REPORTING The Company has one operating and reporting segment (energy management platform), namely, the development and commercialization of energy management technologies, batteries and other components across a range of applications. The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The chief operating decision maker (“CODM”), who is the Company’s chief executive officer, reviews profit and loss information on a consolidated basis in order to assess performance, make decisions about the allocation of operating and capital resources, and evaluate pricing strategies. The CODM is not regularly provided disaggregated expense information, other than the expense information included in the consolidated statements of operations. The measure of segment assets is reported on the balance sheet as total assets. The Company does not have intra-entity sales or transfers. Effective December 2024, digital assets became a primary asset of the Company’s treasury program. The CODM does not consider gains and losses associated with digital assets when reviewing the results of, or allocating resources to, the energy management platform segment. Gains and losses associated with the Company’s digital assets (which is not considered an operating segment) are presented separately from segment net income. Geographic Information As of December 31, 2024, all the Company’s license revenue is generated from Japan. As of December 31, 2024, the Company’s long-lived assets are located in the U.S. ​ F-35 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 19 – COMMITMENTS AND CONTINGENCIES Patent License Agreement During April 2023, the Company entered into a licensing agreement whereby the Company obtained an exclusive license to commercialize its patented Format Fractional Thermal Runaway Calorimeter. The agreement is effective as long as the licensed patents are enforceable, subject to certain early termination provisions specified in the agreement. In consideration, the Company agreed to pay the following: (i) a cash payment of $ 60,000 payable upon the execution of the agreement (which was capitalized as an intangible asset and will be amortized over its useful life), and (ii) royalties of 5.5 % on the net sales price of royalty-based products and services for each accounting period, as defined in the agreement, with minimum annual royalty payments of $ 20,000 beginning in the 2024 calendar year. As of December 31, 2024, the Company owed a total of $ 20,000 pursuant to this agreement. Legal Matters The Company may be involved in litigation and arbitrations from time to time in the ordinary course of business. As of December 31, 2024, the Company was not involved in any ongoing litigation. The Company records legal costs associated with loss contingencies as incurred. Settlements are accrued when, and if, they become probable and estimable. Separation and General Release Agreement On August 20, 2024, the Company entered into a Separation and General Release Agreement (“Separation Agreement”) with the Former COO of the Company, and resignation from all other appointments and positions held with the Company and any of its affiliated entities. The Former COO released the Company from any and all claims he may have against the Company, and the Company agreed to provide certain separation benefits, including (i) a one-time payment of $ 99,551 , subject to legally required payroll withholdings/deductions, (ii) early settlement of 375,000 of vested RSUs previously granted and (iii) accelerated vesting of the final tranche of a restricted stock award (“RSA”), consisting of 500,000 unvested shares, previously granted. On November 27, 2024, the Company and Former COO amended the Separation Agreement and agreed to settle the equity component with a cash payment of $ 500,000 in lieu of the 875,000 shares of common stock and these shares are deemed canceled. Contingent Loss Equipment deposits at December 31, 2024, represent amounts paid to a vendor as a downpayment for the manufacture of an automated manufacturing system (the “System”). To date, the System has not been delivered and the Company and the vendor are in continuing discussions. There can be no assurance that the Company will recover the full amount of the equipment deposit. At this time, a loss is not considered probable. Even if a loss were to occur, at this time the Company is not able to estimate the dollar amount of a potential loss. ​ F-36 Table of Contents KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 20 – SUBSEQUENT EVENTS Repayment of Merchant Cash Advances During January 2025, the remaining $ 577,675 balance on the third merchant cash advance was paid in full. 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 the ATM by an additional $ 50 million. During the period from January 1, 2025 through March 27, 2025, the Company issued 19,387,610 shares of common stock for gross proceeds of $ 51,122,190 pursuant to the ATM. Digital Assets During the period from January 1, 2025 through March 27, 2025, the Company purchased 449.45 Bitcoin, at an average cost of $ 99,008 per Bitcoin. As of March 27, 2025, the Company owns 666.63 Bitcoin with a current market value of approximately $ 58.1 million. Adjustments to Executive Cash Compensation and RSU Grants On January 16, 2025, the Board of Directors approved certain adjustments to the cash compensation, and the grant of restricted stock units to the executive officers of the Company. The following Restricted Stock Units (“RSUs”) grants were approved; (i) the Chief Executive Officer, Chief Financial Officer and Chief Technology Officer were granted an aggregate of 4,700,000 RSUs that vest over four years; and (ii) the VP of Engineering was granted 200,000 RSU’s that vest on June 30, 2025. Issuance of Non-Convertible Series A Voting 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 Chief Executive Officer, bringing his total holdings up to 1,000,000 shares of Series A Preferred Stock. ​ Bitcoin Mining On March 7, 2025, the Company entered into a sixty-day Machine Lease Agreement with a bitcoin mining services company to operate 2,500 S-19 bitcoin mining machines on KULR’s behalf, at a total lease cost of $ 850,000 . As of March 27, 2025, the Company has earned a total of 2.48 Bitcoin from mining services. Treasury Stock The Company’s equity-based compensation plan allows for the grant of non-vested stock options, RSUs and RSAs to its employees pursuant to the terms of its equity incentive plan. Under the provision of the plan, unless otherwise elected, participants fulfill their related income tax withholding obligation by having shares withheld at the time of vesting. The shares withheld are then transferred to the Company’s treasury stock. On January 16, 2025, the Company withheld 27,536 shares in connection with the vesting of restricted common stock units. As of March 27, 2025, the Company holds 158,698 treasury shares. ​ F-37