KULR TECHNOLOGY GROUP, INC._December 31, 2024
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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 (Mark One)
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended: December 31, 2024
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from [ ] to [ ]
 Commission file number 001-40454
 KULR TECHNOLOGY GROUP, INC.
 (Name of small business issuer in its charter)

 Delaware

 81-1004273

 (State or other jurisdiction of
incorporation or organization)

 (IRS Employer
Identification Number)

 555 Forge River Road, Webster, Texas

 (Address of Principal Executive Offices)

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

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading
Symbol(s)

 Name of each exchange on which registered

 Common Stock, par value $0.0001 per share

 KULR

 NYSE American LLC

 Securities registered pursuant to Section 12(g) of the Act:

 None

 Indicate by check mark if registrant is a well-known seasoned issuer, as defined under Rule 405 of the Securities Act. Yes No
 Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
 As of June 30, 2024, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of common stock held by non-affiliates of the registrant was $ 66,136,722 based on the closing price of $0.40 as of that date.
 As of March 27, 2025, there were 284,389,637 shares of the issuer's common stock, par value $0.0001 per share, issued and outstanding.
 Documents incorporated by reference: None.

 ANNUAL REPORT ON FORM 10-K
 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024

 Page

 Item 1

 Business

 Item 1A

 Risk Factors

 Item 1B

 Unresolved Staff Comments

 Item 1C

 Cybersecurity

 Item 2

 Properties

 Item 3

 Legal Proceedings

 Item 4

 Mine Safety Disclosures

 Item 5

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6

 [Reserved]

 Item 7

 Management's Discussion and Analysis of Financial Condition and Results of Operation

 Item 7A

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8

 Financial Statements and Supplementary Data

 Item 9

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A

 Controls and Procedures

 Item 9B

 Other Information

 Item 9C

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10

 Directors, Executive Officers and Corporate Governance

 Item 11

 Executive Compensation

 Item 12

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13

 Certain Relationships and Related Transactions, and Director Independence

 Item 14

 Principal Accountant Fees and Services

 Item 15

 Exhibits and Financial Statement Schedules

 Item 16

 Form 10-K Summary

 Signatures

 In this report, unless the context indicates otherwise, the terms "Company," "we," "us," "our" and similar words refer to KULR Technology Group, Inc. ("KULR"), a Delaware corporation, and its wholly-owned subsidiary, KULR Technology Corporation ("KTC"), a Delaware corporation.
 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the "Securities Act," and Section 21E of the Securities Exchange Act of 1934 or the "Exchange Act." These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or anticipated results.
 In some cases, you can identify forward-looking statements by terms such as "may," "intend," "might," "will," "should," "could," "would," "expect," "believe," "anticipate," "estimate," "predict," "potential," or the negative of these terms. These terms and similar expressions are intended to identify forward-looking statements. The forward-looking statements in this report are based upon management's current expectations and beliefs, which management believes are reasonable. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor or combination of factors, or factors we are aware of, may cause actual results to differ materially from those contained in any forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements. These statements represent our estimates and assumptions only as of the date of this report. Except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
 You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including:

 new competitors are likely to emerge and new technologies may further increase competition;

 our operating costs may increase beyond our current expectations and we may be unable to fully implement our current business plan;

 our ability to obtain future financing or funds when needed;

 our ability to implement our bitcoin treasury strategy;

 our ability to successfully obtain and maintain a diverse customer base;

 our ability to protect our intellectual property through patents, trademarks, copyrights and confidentiality agreements;

 our ability to attract and retain a qualified employee base;

 our ability to respond to new developments in technology and new applications of existing technology before our competitors;

 acquisitions, business combinations, strategic partnerships, divestures, and other significant transactions may involve additional uncertainties; and

 our ability to maintain and execute a successful business strategy.

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

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

 ITEM 1. BUSINESS
 Overview and Market Opportunities
 KULR Technology Group, Inc., through our wholly owned subsidiary KULR Technology Corporation, maintains expertise in three key technology domain areas: (1) energy storage systems and recycling, (2) thermal management solutions, and (3) rotary system vibration reduction. Historically, KULR, focused on thermal energy management solutions for space and Department of Defense (DoD) applications, with recent expansion into energy storage and vibration reduction markets as the logical next step. Combined, this energy management platform consists of high-performance thermal management technologies for batteries and electronics, AI-powered battery management and vibration mitigation software solutions, and reusable energy storage modules. Our mission is to advance and apply these technologies to make our world more sustainable by using less energy; using energy more efficiently; making energy consumption safer and cooler; using less materials to achieve these goals; and completing the circular economy through recycling.
 Active government initiatives propelled by industry and regulatory tailwinds are increasing demand for energy storage, battery recycling and clean energy, resulting in an expanding total addressable market for KULR's solutions. According to Precedence Research, global energy storage systems market is to grow from $210B in 2021 to $435B by 2030. Global lithium-ion battery recycling industry is to grow from $4.6B in 2021 to $22.8B by 2030, according to Market and Markets Research. Additionally, the domain driving the growth of KULR's battery design and production capabilities is the private space exploration market sector, which requires highly custom, safe, and reliable energy storage systems, and is expected to reach $1,110.8B by 2030 according to CoherentMI. The Company's disruptive technologies strive to fulfill an addressable $40 billion thermal management market (estimated based on market data projections published by Precedence Research stating that the thermal management market size was projected to grow to $40 billion by 2034). E-aviation growth and continued reliance on traditional aviation vehicles drives an aircraft maintenance market size that is expected to reach $127.2B by 2032, an increase from $82.7B in 2023, according to Precedence Research. KULR VIBE, the Company's rotary system vibration reduction software, positions KULR to access this market area.
 As companies and governments around the world pledge to meet net zero emissions over the next few decades, KULR is uniquely positioned to accelerate the adoption of clean energy solutions and sustainable products and facilitate the migration to a global circular economy. The Company's goal is to provide total battery safety solutions for more efficient battery systems, increased sustainability, and end-of-life battery management, making KULR a key technology solutions provider in the migration to a global circular economy.
 KULR Engineering Technology Domains
 The core engineering domains maintained within the organization to support the aforementioned market opportunities are (1) battery design and analysis, (2) cell and battery testing, (3) battery production, (4) battery storage & transportation, (5) advanced thermal solutions, and (6) rotary system vibration reduction. The expertise developed within these domains drive the product and service portfolio roadmaps. Diversification of offerings through these roadmaps is a part of the company's strategy for revenue growth.

 Items 1 through 4 reflect the primary technical domains of the KULR engineering team, 5 reflects the legacy technology from which KULR built many of its platforms, and 6 represents energy savings through vibration reduction.
 KULR ONE and KULR ONE Design Solutions (K1-DS)
 KULR's primary technical domains (1 through 4 of the previous figure) that are shaping the future landscape of the Company are in direct relationship with developing safe, high-performance energy storage solutions. To effectively support and provide energy storage solutions, a holistic approach is necessary. Batteries are an interdisciplinary technology which require:
 (1)
 Multi-disciplinary expertise to address related electrical, thermal, mechanical, and electrochemical requirements,

 (2)
 Cell supply access to top-tier OEMs,

 (3)
 Cell level testing capabilities to characterize performance, quality, and safety behavior at the cell level,

 (4)
 Expertise in early concept design, modeling, and analysis,

 (5)
 Rapid prototyping and production capabilities,

 (6)
 Pack level thermal, mechanical, electrical, and abuse testing capabilities,

 (7)
 Battery system-level testing and characterization,

 (8)
 Expertise in battery management, controls, and monitoring,

 (9)
 Ability to support beginning of life to end of life requirements for transport and recycling.

 The implementation of a holistic approach resulted in the onboarding and development of a product and service portfolio over the course of the last decade that provides products, safety testing services, modeling and analysis services, electrical testing services, transport and recycling packaging and logistics, and battery design solutions. Collectively, this is referred to as KULR ONE Design Solutions (K1-DS), which is actively leveraged by the Company to facilitate engagement with customers no matter the battery life cycle phase they are in.

 Currently, the primary aspects of K1-DS utilized by industry are product sales of trigger cells and TRS, the safety testing methodologies, and the utilization of the K1-DS platform as a whole to develop customized energy storage solutions.

 Internally, KULR has leveraged K1-DS to develop customization ready KULR ONE architectures which represent a groundbreaking innovation that is driving the world's transition to a more sustainable electrification economy. These revolutionary designs offer a unique combination of cutting-edge features, including unparalleled safety, exceptional performance, intelligent functionality, reliability, and customizability. The KULR ONE battery packs have been engineered to meet the exacting demands of the world's most demanding applications. As of now, the Company is focused on the KULR ONE Space for space exploration, the KULR ONE Guardian for military applications, and the KULR ONE Air for e-Aviation applications. These architectures collectively offer a comprehensive solution that addresses the critical need for safe and reliable energy storage in a wide range of industries, from aerospace and defense to electric vehicles and consumer electronics. One of the key features of the KULR ONE family of battery packs is the modularity and consistency of the architectures. This allows for greater flexibility as customers can easily adjust the size and configuration of the battery pack to suit their specific application requirements while still also benefitting from testing previously conducted by the KULR team for their specific architecture. In addition to offering exceptional performance and reliability, the KULR ONE battery packs are also designed with safety as a top priority. They incorporate state-of-the-art thermal management technology to prevent overheating and ensure safe operation even in the most challenging environments. Overall, the KULR ONE family of battery packs, depicted with the following picture, is at the forefront of the global drive towards sustainable electrification. With its unparalleled combination of safety, performance, intelligence, modularity, reliability, and customizability, KULR ONE is positioned to revolutionize the way we think about energy storage and powering the world's most demanding applications.

 KULR ONE Space
 The KULR ONE Space (K1S) platform is the more mature of the KULR ONE architectures and is currently leveraged by multiple customers for upcoming space exploration missions which require energy storage with thermal runaway safe designs. The K1S is built upon a passively propagation resistant and flame arresting (PPRFA) architecture. This architecture, combined with KULR's utilization of MOLICEL lithium-ion cells, provides one of the safest and highest performing off-the-shelf space flight battery designs available today. The 400 series of the K1S platform serves as the first ever commercial offering of a 20793 rated battery with final certification expected from NASA in Q2 2025.

 KULR Battery Management System (BMS) + AI = KULR Core TM
 KULR's path towards 20793 certification required the development of custom battery management system (BMS) technology built with radiation tolerant chipset. The development of the BMS in multiple forms is nearing completion of qualification campaigns at which point they will be added to KULR's product offering. The ready to fly design posts radiation tolerance up to 75 kRad, 8 string control and passive balancing, and a listing of key safety features (e.g. overcharge, overdischarge, overcurrent protections).

 Moving forward, this BMS will serve as a foundation for KULR's step into facilitating edge-AI for space applications. KULR works to integrate the Company's BMS, developed initially for space applications, with the Nvidia Jetson platform such that the processing and control of the BMS will be facilitated with the Jetson chipset. The resulting combination of computing and battery control capabilities is the KULR Core TM. The all in one AI compute chipset combined with BMS controls for the batteries will result in every battery flown with the KULR Core TM being AI enabled, thus providing KULR's stepping stone into edge-AI. In addition to BMS functionality, the KULR Core TM will provide every user with a flight (or mission) computer and additional data processing capabilities with the leading chipset available.

 Additional targeted capabilities of the KULR Core TM include the following:

 Operation of the Jetson platform in a radiation tolerant enclosure,

 Dual or triple redundant processing and fault checking for ensuring fault tolerance of critical operations,

 AI driven battery state-of-health monitoring and subsequent optimization of related functionality (charging, discharging, solar array interaction),

 The KULR Core TM will first serve to replace the BMS and flight (mission) computer. Moving forward, the powerful capabilities of the Jetson platform will be leveraged to facilitate other spacecraft functions for GNC, thermal management, and communications. The end result will be a mission autonomous spacecraft.

 Battery Design and Analysis
 For the technology domain of battery design and analysis, KULR provides custom batteries, batteries designed based on KULR ONE architectures (Space, Guardian and Air), and related off-the-shelf products (such as trigger cells, NASA WI37A screened cells, and TRS). These product and service offerings are outlined with the following figure.

 Cell and Battery Testing
 KULR has invested heavily in an expansive cell and battery testing suite of services over the last 3 years. Testing capabilities are grouped between abuse testing, electrical testing, and environmental testing and are reflected with the following figure.

 Battery Production
 A natural progression for the Company following the development of the KULR ONE platforms was to expand into the low volume production space for custom, high-end, and/or boutique lithium-ion batteries that require manual or semi manual assembly. Reducing pricing and lead times to a level suitable for the emerging commercialized space and defense sectors also required the onboarding of machining and fabrication equipment. KULR's battery component fabrication and assembly production capabilities are highlighted with the following figure.

 KULR VIBE Solution
 In 2022, we acquired intellectual property from Vibetech International, LLC ("Vibetech"), which allows KULR to expand itself as a vertically integrated energy management company focused on sustainable energy solutions. For nearly twenty years, the primary application has been aviation. However, advances in measurement and computing technologies have allowed KULR VIBE to provide transformative and scalable solutions across transportation, renewable energy (wind farm), manufacturing, industrial, performance racing and autonomous aerial (drone) applications among others. KULR VIBE addresses one the most challenging issues with advanced machinery today; excessive energy robbing vibrations that are destructive to both the machinery and in many cases the operator. The KULR VIBE suite of technologies utilize proprietary sensor processes with advanced learning algorithms to both achieve precision balancing solutions, and successfully predict component failure based on its comprehensive database of vibration signatures. Its enhanced AI learning algorithms pinpoint areas where excess vibrations cause a loss of energy that can lead to system malfunctions, weakened performance, and maintenance issues.
 This innovative technology can be utilized as a standalone solution or be paired with existing track and balance technology to facilitate vibration reduction, achieve increased energy production, and reduce mechanical failures thereby extending platform life. KULR VIBE recently balanced the motors and blades of a mission critical drone to demonstrate the benefits of the technology. The results were a 23% increase in battery life and a lift increase of 45%. Same motors, same blades, KULR VIBE optimized.
 The KULR VIBE suite of products and services have provided vibration analysis and mitigation to global companies across multiple industries and sectors. According to Fact. MR, an insights-driven global market intelligence company, the global vibration motor market is estimated at $6.5 billion in 2023 and is forecast to reach $24.1 billion by 2032, growing at a Compounded Annual Growth Rate ("CAGR") of 14.1% during 2023-2032.
 KULR Xero Vibe Fan
 Key challenges for server and data centers are cooling of components, power consumption, and acoustics. KULR has leveraged the KULR VIBE software, developed initially for helicopter balancing applications, to develop the Xero Vibe fan. The unprecedented low vibration levels of the Xero Vibe fan provide for increased cooling efficiency, higher fan RP, and decreased power consumption. KULR works actively to finalize the qualification of the Xero Vibe fan and automate the balancing techniques to facilitate enough meaningful throughput to be able to provide solution for the server and data center industry.
 The Future is Energy + AI
 We believe the future of KULR is Energy + AI. We are building our AI infrastructure on industry leading Nvidia and AMD semiconductor platforms, and they are hosted on a hybrid of private cloud and Microsoft Azure. As the world faces shortages of both technical expertise to design batteries and raw materials to build batteries, KULR aims to address this need with KULR ONE AI (K1AI). The Company is collecting large quantities of performance and safety test datasets for the most highly used commercial lithium-ion cells and combining that data with AI techniques to drive battery design and reduce engineering touch time to market. This product is to target the following markets:

 Aerospace and defense systems, such as CubeSat batteries meeting JSC 20793 safety requirements by NASA

 Power tools and industrial equipment

 High-performance electric vehicles

 Electric vertical take-off and landing ("eVTOL")

 Electric micro-mobility vehicles

 Residential and commercial energy storage systems

 Robotics, KULR ONE, and KULR Core TM
 KULR believes one of most logical terrestrial verticals for the KULR ONE platform and the KULR Core TM is robotics; specifically battery powered exoskeletons. Right now, battery powered exosuits and exoskeletons rely on OTS batteries that are swappable in nature. This is a limiting factor. KULR will address this with the KULR ONE roadmap which focuses on high energy high power cell combinations, such as the MOLICEL 21700-P50B and its eventual successor. KULR believes this will address two limiting factors for the robotic industry (1) increasing energy and power needs and (2) heat generation and dissipation issues. A pack designed

 around the KULR ONE reference design, using MOLICEL power cells, means the utilization of a low heat generating pack due to significantly lower resistance of the cells. This "robotics" variation of the KULR ONE platform will be KULR Core TM enabled.
 Battery Recycling and Management
 KULR's SafeCASE technology provides a safe and cost-effective solution to commercially store and transport lithium batteries, which is increasing in frequency as supply chain challenges necessitate battery recycling and end-of-lifecycle management. Whether shipping a single battery, a battery-powered device or a load shipment of batteries, KULR's technology mitigates the impacts of cell-to-cell thermal runaway propagation and ensures a safe journey. KULR's Thermal Runaway Shield (TRS) technology is trusted by NASA to ship and store astronauts' laptop batteries on the International Space Station. KULR is serving a total addressable market for a circular economic model for batteries that will reach over $21 billion by 2025 (estimated based on market data projections published by Grand View Research, Inc. stating that the global battery recycling market size is expected to reach $21.04 billion by 2025).
 Aerospace/Defense
 KULR's thermal management solutions enable the defense and aerospace industries to safely deploy electronic technologies that support critical missions and protect national security. Technology in this sector is developing at increasing rates - the space industry alone will be worth nearly $3 trillion in 30 years. The electronic devices being placed into aircrafts, satellites, and missiles are becoming ever smaller and more powerful. Lithium-ion batteries, which are already prone to overheating and propagation, are exposed to harsh thermal environments as well as shock and vibration during aerospace and defense operations. The Company has partnered with Lockheed Martin, Leidos and other prime contractors to develop and supply mission-critical technologies for hypersonic vehicles, high-power magnetic wave, and other defense systems.
 New Facility and IT-Systems
 KULR currently maintains two facilities of operations. KULR California, located at 4863 Shawline St, San Diego, CA., supports our fully automated battery cell screening line and remains the only U.S. automated facility capable of executing the test requirements of NASA Work Instruction 37 (WI-037). WI-037 is the testing standard required for battery cells used on all manned missions for NASA. Additionally, the facility produces our patented Thermal Runaway Shields, Fiber Thermal Interface (FTI) materials, Cathodes, Phase Change Materials (PCMs), and heatsinks.
 KULR, on February 1 st, 2024, relocated the KULR Texas facility previously located at 1692 N. Texas Avenue, Webster, TX to a significantly larger facility located at 555 Forge River Road, Suite 100, Webster, TX. The previous location provided 4800 ft 2, whereas the new facility provides 17,560 ft 2 supporting the growth of our customer base and engineering team. The facility is conveniently located 2.1 miles from NASA Johnson Space Center and is surrounded by a large number of KULR existing and targeted customers. The facility will support research and development related activities for lithium-ion battery systems. This expanded space will provide room for additional personnel office space, an engineering design and prototyping sandbox, expansive shop area for 3D printing, CNCs, laser cutting systems, and other equipment, production space for low volume battery assembly and tab welding, infrastructure for volume scale TRS manufacturing and additional storage areas.
 KULR has engaged with Managed Solutions to enhance our IT infrastructure and improve all aspects of Cybersecurity. As a sub-contractor for DOD programs, it is vital that KULR have state-of-the-art IT systems and controls. We believe the best path based on the current scale of the company is to outsource this activity to a professional IT services organization. The result of this activity was an improvement of our NIST score of over 140 points. Additionally, KULR has further increased its Cybersecurity initiatives by hiring FRSecure to act as a VCISO and provide continuous cyber threat training to our personnel. They also will audit our current level of threat sophistication and ensure any weak link is addressed immediately. See Item 1C - Cybersecurity for additional information.
 Corporate
 KULR was incorporated in the State of Delaware in December 2015 and was formerly known as "KT High-Tech Marketing, Inc." and, prior to that, as "Grant Hill Acquisition Corporation." In April 2016, KULR implemented a change of control by issuing shares to new shareholders, redeeming shares of existing shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors.
 Our wholly-owned subsidiary, KULR Technology Corp, was formed in 2013 and is now based in Webster, Texas. Since its inception, KTC primarily focused on developing and commercializing its thermal management technologies, which it acquired through assignment from and license with KTC's co-founder Dr. Timothy Knowles. Prior to 2013, KTC's technologies were used in numerous advanced space and industrial applications for NASA, Boeing, and Raytheon. A few notable achievements were the use of KTC's technologies in the X-31 aircraft (battery heat sink), Mercury Messenger (battery heat sink), and X-51 Scramjet (heat exchanger).

 On June 19, 2017, KULR closed a share exchange with KTC and 100% of the shareholders of KTC (the "KTC Shareholders") whereby the KTC Shareholders agreed to transfer an aggregate of 25,000,000 shares of KTC's common stock to KULR in exchange for the issuance of an aggregate of 50,000,000 shares of KULR's common stock to the KTC Shareholders (the "Share Exchange"), resulting in KTC becoming a wholly-owned subsidiary of KULR and KTC's business of developing and commercializing its thermal management technologies becoming KULR's main operation.
 The Share Exchange was accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States of America, with KTC being treated as the acquiring company for accounting purposes.
 On August 30, 2018, KULR changed its name from "KT High-Tech Marketing, Inc." to "KULR Technology Group, Inc." by filing a certificate of amendment to its Certificate of Incorporation with the office of the Secretary of State of the State of Delaware. In the third quarter of 2024, we moved our principal executive offices to 555 Forge River Road, Suite 100, Webster, Texas 77598.
 Recent Developments
 Revenues
 The Company reported record annual revenues of $10.7 million for 2024, as compared to its previous record revenues of $9.8 million for 2023.
 Bitcoin Strategy
 On December 4, 2024, the Board approved, and the Company publicly announced its decision to include Bitcoin ("BTC") as a primary asset in its treasury program. On December 22, 2024, the Company completed its initial acquisition of BTC through Coinbase (the prime broker) and a total of 217.18 BTC was purchased at a weighted average price of approximately $96,696 per BTC, or an aggregate cost of $21 million. Subsequent to December 31, 2024, the Company purchased 449.45 Bitcoin via trade orders on Coinbase, at an average cost of $99,008 per Bitcoin, inclusive of fees and expenses, for an aggregate $44,499,352. Additionally, on March 7, 2025, the Company entered into a sixty-day Machine Lease Agreement with a bitcoin mining services company to operate 2,500 S-19 bitcoin mining machines on KULR's behalf, at a total lease cost of $850,000. As of March 27, 2025, 2.48 bitcoin have been mined pursuant to the Machine Lease Agreement, at an average cost of $84,225 per bitcoin. See the section "Our Bitcoin Acquisition Strategy" on page 46 under "Item 7. Management's Discussion and Analysis or Plan of Operation" for further information regarding our Bitcoin purchases, including the source of capital used to purchase Bitcoin.
 At the Market Offering
 On July 3, 2024, the Company entered into an At the Market Offering agreement (the "Sales Agreement") with an agent (the "Agent"), pursuant to which the Company may, from time to time, sell shares of common stock for aggregate gross proceeds of up to $20,000,000 in "at the market" offerings through or to the Agent (the "ATM"). 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. On December 4, 2024, the Company increased the maximum aggregate offering amount of the shares of the Company's common stock issuable under the ATM from approximately $20 million to $46 million. On December 26, 2024, the Company increased the maximum aggregate offering amount of the shares of the Company's common stock issuable under the ATM by an additional $50 million, to $96 milllion, and the Company entered into an amendment (the "Amendment") to the Sales Agreement with the Agent, entered into on July 3, 2024, to provide that the Agent's compensation payable under the Sales Agreement shall be 2.5% of gross proceeds of any sales of shares of common stock sold under the Sales Agreement. During the year ended December 31, 2024, the Company issued a total of 74,781,217 shares of common stock pursuant to the ATM for aggregate gross proceeds of $61,912,798. During the period from January 2, 2025, through March 27, 2025, the Company has sold 19,387,610 shares of common stock pursuant to this offering, with gross proceeds of $ 51,122,190.
 License and Opportunities for KULR VIBE Fan Balancing Applications
 On September 29, 2024, we entered into a licensing agreement for our proprietary vibration reduction technology named KULR Xero Vibe ("KXV"). The $2.35M landmark deal includes a $1.1M minimum guaranteed license and royalty fee, a unique opportunity for the licensee to purchase proprietary balancing equipment directly from the Company and additional revenue upside to the Company based on volume and technology upgrades. The licensee, a leading Japanese corporation, specializing in systems integration and the distribution of advanced semiconductor solutions, intends to use the KXV technology to balance industrial-scale fan systems used in data center computer cooling, HVAC and other industrial applications. The Company is exploring additional license opportunities based

 on geographic regions in tangential power-consuming applications, where the Company expects substantial upside revenue potential as product sales and royalty income scales along with its customers' growth.
 License and Opportunities for CF Cathode Design Technology
 On December 29, 2024 the Company entered into a ten-year licensing agreement with a customer located in Japan, for the use of intellectual property in connection with its CF Cathode Design technology (including the specifications, diagrams, schematics and instructions (together the "KULR CF Intellectual Property") for the production of the CF Cathode (the "License"). The Agreement gives the customer the exclusive license to use the KULR CF Intellectual Property to manufacture and sell CF Cathodes in Japan, and a non-exclusive license to manufacture and sell CF Cathodes in several other countries, including Taiwan, China, India and Korea.
 Change in Address of Principal Executive Offices
 In the third quarter of 2024, we moved our principal executive offices to 555 Forge River Road, Suite 100, Webster, Texas 77598.
 Issuance of Non-Convertible Series A Voting Preferred Stock
 On January 26, 2024, the Board of Directors ("Board") of the Company, following extensive strategic evaluation, including consultation with advisors, approved, authorized, and ratified the issuance of 730,000 shares of previously designated Non-convertible Series A Voting Preferred Stock to the Chairman and Chief Executive Officer of the Company, Michael Mo, subject to certain limitations as set forth below, for no consideration. 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. On January 16, 2025, the Board of Directors approved the issuance of an additional 270,000 shares of Non - convertible Series A Voting Preferred Stock ("Series A Voting Preferred") to the Chief Executive Officer, bringing his total holdings up to 1,000,000 shares of Series A Voting Preferred Stock.
 The issuance is subject to the Board reserving the full and unequivocal right to revoke, rescind, transfer or otherwise cancel the issued Non-convertible Series A Voting Preferred Stock in the event Michael Mo is removed from any position with the Company or resigns from all positions with the Company. This conditional arrangement is designed to ensure that the voting power conferred by the Non-convertible Series A Voting Preferred Stock remains tied to the active leadership of the Company. This underscores the Board's commitment to maintaining alignment with the long-term interests of the Company and its stockholders.
 The Independent Members of the Board have determined that the issuance represents a pivotal strategic move to reinforce and enhance the Company's flexibility to optimize the Company's negotiating position in any potential current and/or future engagements with commercial, financial, and/or strategic parties, and to provide defenses against potential hostile third-party actions.
 Sales and Marketing Strategy
 The Company employs a multi-faceted approach to market and sell its innovative products and solutions, leveraging both direct sales and partnerships with representatives and strategic allies. By establishing direct relationships with key accounts, we facilitate deeper technical collaborations, quicker turnaround times, and real-time feedback to drive continuous product improvement and marketing effectiveness.
 To ensure target customers fully understand the distinct advantages of our offerings, we organize technology showcases and innovation days that demonstrate the value of our solutions in real-world applications. Our marketing strategies include leveraging employee and partner networks, maintaining a dynamic and resource-rich website, attending high-profile industry conferences, and performing in-depth market research to identify new opportunities and refine our approach.
 In line with our growth strategy, we have appointed Jeong Song as Vice President of Business Development and Josh Steinmann as Vice President of AI. Mr. Song is spearheading our transition from a custom service revenue model to a scalable, product-oriented approach that can be sold across multiple channels. Mr. Steinmann is leading our effort to incorporate AI technologies into KULR's product line-up. This shift integrates cutting-edge artificial intelligence and data management capabilities into our value proposition, enabling us to offer intelligent, high-performance solutions tailored to diverse customer needs.
 Furthermore, the ramp-up of customized battery pack production has significantly accelerated market penetration, allowing us to capitalize on prior developments and rapidly meet the demands of emerging applications. This strategic pivot underscores our commitment to innovation and speed-to-market while maintaining the high safety and performance standards our customers expect.

 Looking ahead, we are aggressively expanding our direct sales and marketing teams to deepen key account coverage while supporting a robust and growing network of representatives and distributors. These efforts are aligned with our overarching strategy to drive sustainable growth, broaden our market reach, and reinforce KULR's position as a leader in energy management solutions.
 Advertising and Communications Strategy
 We employ a diverse range of advertising and communication tools to reach our audience. These include commissioning impartial white papers and technical papers, participating in industry events, conferences, and symposiums as attendees, sponsors, and guest speakers. We maintain a public relations consultant who oversees our press releases and media relations, ensuring that we maintain a positive presence in newspapers, magazines, and blogs. To bolster our social media outreach activities, we have a dedicated search engine optimization ("SEO") specialist. We leverage our strong reputation within the thermal management and lithium-ion battery safety communities to spread positive feedback through word-of-mouth. Additionally, we utilize several social media platforms, such as Linked In, YouTube, Twitter, Instagram, and Facebook, to reach a broader audience.
 Products
 KULR ONE Space: The KULR ONE Space (K1S) has four variations that can facilitate an off the shelf model. A 100 series, centered around a 100 Wh threshold, 200 series for 200 Wh, 300 series for 300 Wh, and 400 series for 400 Wh. All variations are PPR and the 100, 200, and 400 variations include an external housing that facilitates flame arresting features. The 100, 200, 300 rely on external BMS while the 400 series includes integrated BMS. The primary configuration of the batteries utilizes MOLICEL 18650-M35A lithium-ion cells with high cell pedigree (NASA ILA, LAT qualification and WI 037 screening).
 Lithium-Ion Battery Thermal Runaway Shield ("TRS"): KULR has developed a thermal insulation technology aimed at passive resistance to thermal runaway propagation in Li-ion batteries in partnership with National Aeronautics and Space Administration Johnson Space Center ("NASA JSC"). HYDRA TRS acts as a heat sink during normal Li-ion battery pack operation but also prevents thermal runaway propagation, which is a serious concern for aerospace and defense customers and electric vehicle manufacturers. The HYDRA is a vaporizing thermal capacitor that provides passive prevention of thermal runaway propagation ("TRP") in Li-ion battery packs. Thermal runaway can occur spontaneously in a Li-ion cell due to a short. This can trigger an explosive release of electric energy that ruptures the end cap resulting in a flare and combustion of cell materials. Released heat drives the triggered cell temperatures to > 500 C, causing a dramatic increase in neighboring cell temperatures. Temperatures above the critical 130 C greatly increases the chance for a short in adjacent cells and result in TRP. TRS keeps neighboring cell temperatures from rising above 100 C (well below the 130 C threshold) and prevents TRP.
 WI-037 Screened cells: KULR leverages the "Automated Battery Cell Screening and Test System" to provide pre-screened 18650 format lithium ion cells screened to the NASA WI-037 standard. KULR also maintains a lot of MOLICEL 18650-M35A cells which have a NASA associated Initial Lot Assessment (ILA) and Lot Acceptance Testing (LAT) set of data; memorandum of cell pedigree is provided to all customers of these cells.
 SafeCASE: This product was developed for the commercial transportation and storage of Li-ion batteries. It is an extension of the product jointly developed with NASA, the TRS Bags which safely store and transport Li-ion batteries to and in the International Space Station. The cases have been tested and granted special permits by the Department of Transportation (DOT) for shipment of Li-ion batteries up to 2.5KWh for shipment of batteries classified as DDR (damaged, defective or recall), recycling and prototype. The Company currently maintains 3 different sizes of the SafeCASE and also a sleeve format of the product.
 Fiber Thermal Interface Material ("FTI"): KULR thermal interface materials ("TIMs") consist of vertically oriented carbon fiber velvets attached to a film of polymer or metal. The fiber packing density and orientation are selected to serve a wide range of applications, including hostile thermal and chemical environments, sliding interfaces, and interfaces with widely varying gaps. They can be coated for electrical isolation. They require low contact pressure and provide high thermal conductivity. Their light weight and high compliance make them uniquely suited for aerospace, industrial and high-performance commercial devices.
 Phase Change Material ("PCM") Heat Sink: KULR PCM composite heat sinks consist of a conductive carbon fiber velvet embedded with a proprietary heat dissipation medium having high latent heat at its melting point. Such heat sinks offer passive thermal control for instruments that would otherwise overheat or under-cool during periodic operations. A typical application involves lasers that dissipate heat but need tight thermal control where active cooling is unavailable.
 Internal Short Circuit ("ISC") Device and Trigger Cells: In March 2018, KULR reached an agreement with the National Renewable Energy Laboratory ("NREL"), a national laboratory of the U.S. Department of Energy, to be the exclusive

 manufacturing and distribution partner for the patented ISC device, which causes predictable battery cell failures in Li-ion batteries, making them easier to study and, therefore, safer. Li-ion batteries are the industry and consumer standard for portable power; billions of individual battery cells exist and billions more are planned for production. They provide power for everything from smart phones and laptops to electric cars and space crafts. But Li-ion batteries fail, sometimes with catastrophic results. Due to the relative rarity of cell failures, scientists and researchers had been unable to reliably or accurately replicate latent defect cell failures in lab settings, impeding research into safer battery technology.
 CRUX Cathode: The CRUX Cathode is composed of a carbon fiber velvet, providing a means of generating powerful electron pulses by field emission from the tops of the carbon fibers. CRUX Cathodes can be customized for different applications including the generation of microwaves, x-rays, and laser radiation. They can be fabricated in a wide variety of physical configurations, ranging from simple planar and cylindrical forms to more complex lobed shapes.
 Services
 Automated Battery Cell Screening and Test System: The system fully supports the stringent requirements of NASA and the DOD. This platform has been designed to meet the entire specifications of NASA WI-037 battery testing requirements. This fully automated system is believed to be the only fully automated system capable of such performance. We have designed the system to be modular and have installed a minimum of 500K cell capacity annually capable of handling 18650 and 21700 cells.
 Battery Design as a Service: KULR maintains a growing staff of expert engineers which are available to provide battery design services to the Customer based on unique requirements. This team has been leveraged to support space, defense, aviation, and sub-sea applications.
 Battery Production as a Service: KULR's battery production team and facilities can be used to support a build to print low volume production capability for our customers. Customer design, KULR build to print.
 Precision Machining: KULR maintains a suite of CNCs, lasers, 3D printers, and other necessary equipment for on site battery component fabrication. Although this is not a core component to KULR's service offering, this equipment is utilized to provide real time support services to KULR's primary customer base.
 Fractional Thermal Runaway Calorimetry: KULR licenses NASA's small and large format fractional thermal runaway calorimeters. This NASA Invention of the Year Award (IOTYA) winning technology is used to characterize the total heat generated during lithium ion cell thermal runaway and also the fraction of which the total is released through the cell can vs. the ejecta material.
 Bomb Calorimetry: KULR leverages widely accepted bomb calorimetry testing capability as a service to our customers for determining lithium-ion cell material decomposition thresholds, acceleration temperatures, and trigger temperature.
 Impingement Zone Mapping (IZM): An emerging field is the study of thermal runaway ejecta behavior and how that behavior can be modeled. KULR pioneered the Impingement Zone Mapping technique which combines a 360 array of cameras with a backplate instrumented with thermocouples to provide comprehensive characterization of ejecta heating behavior. The easy to use apparatus supports rapid turnaround testing such that ejecta behavior variability can also be characterized.
 Gas Analysis: Although KULR does not maintain gas analysis equipment on site, the majority of the Company's testing apparatus is equipped for gas capture such that samples can be submitted for 3 rd party analysis.
 Pack and System Level Abuse Testing: KULR's testing teams are equipped to perform lithium-ion cell thermal runaway abuse testing and propagation testing at the pack and system level. The engineering teams are equipped with all instruments required for temperature, current, and voltage measurement, cameras, IR cameras, and more. Our data acquisition systems are modular and support card swap out so that specialized sensors can be integrated into testing at the Customer's request.
 Thermal/Humidity Environmental Testing: KULR maintains environmental testing capabilities with a recently installed thermal/humidity test chamber. This testing technique is useful for battery environmental qualification testing and UL/UN certifications.
 Thermal Vacuum (TVAC): KULR onboarded a TVAC chamber in Q4 2024 for simulating space environments. Specifically, the chamber can simulate the vacuum of space and the cold and hot temperature fluctuations experienced by spacecraft, and subsequently batteries, in space environments. This type of test is also critical for space flight hardware and battery acceptance

 testing prior to flight. Maintaining this capability internally is critical to maintaining a fast development pace for K1S. Additionally, the availability of TVAC creates a new service offering for KULR's space customer base.
 Competition
 KULR Technology offers a suite of innovative solutions designed to address critical challenges in the battery and energy markets. By focusing on safety, reliability, and performance, KULR delivers differentiated value across a range of high-demand industries such as aerospace, defense, energy storage, and urban mobility. With unique technologies such as the Thermal Runaway Shield (TRS), advanced Thermal Interface Material (FTI), Internal Short Circuit (ISC) device, KULR ONE, KULR VIBE, and SafeCase, the company is positioned to lead in its target markets while providing competitive advantages over established players. Thermal interface material is a large and fragmented market with many large suppliers including Henkel Bergquist, Fujipoly, Laird, 3M, Honeywell and others. These solutions are typically based on silicone and thermal particles. KULR's FTI offers high bulk thermal conductivity and low contact pressure requirements, which we believe gives us a competitive advantage over other thermal interface solutions.
 KULR ONE
 KULR ONE is a scalable, human-spaceflight-rated battery architecture offering unmatched performance in safety, reliability, and energy efficiency. It is designed to meet rigorous standards, including NASA JSC 20793, making it an ideal solution for aerospace, defense, and energy storage applications.
 Competitors:

 EaglePicher Technologies: Known for mission-critical batteries for aerospace and defense, EaglePicher excels in ruggedized designs and lifecycle performance, making it a leader in extreme environments.

 Pumpkin Space Systems: Specializing in CubeSat-compatible power systems, Pumpkin focuses on compact and efficient energy solutions tailored to low-Earth orbit platforms.

 KULR ONE's advanced thermal management, modular scalability, and compliance with human spaceflight standards distinguish it from competitors.
 KULR VIBE
 KULR VIBE is an advanced vibration reduction technology that enhances operational availability, reduces maintenance costs, and minimizes accident risks in rotorcraft, wind turbines, and other mechanical systems. By addressing vibration at its source, KULR VIBE delivers measurable operational improvements.
 Competitors:

 GE Aerospace RADS Division: GE's Rotorcraft Airframe Diagnostic System (RADS) offers state-of-the-art vibration analysis and diagnostics. Known for its precision and versatility, GE's solutions are widely adopted in aerospace and industrial sectors.

 KULR VIBE differentiates itself by actively correlating vibration data with maintenance savings, providing a tailored and cost-effective solution for high-performance environments.
 SafeCase
 SafeCase is a fireproof battery enclosure that prevents thermal runaway propagation, providing a secure containment solution for lithium-ion batteries. It is particularly suited for urban mobility, energy storage systems, and consumer electronics.
 Competitors:

 CellBlock FCS: A leader in fire containment and thermal mitigation products, CellBlock FCS serves industries requiring robust solutions for energy storage and transportation safety.

 SafeCase exceeds industry standards, such as those under evaluation by FDNY, and offers customizable designs to meet specific use cases. Its superior thermal runaway protection sets it apart from competitors.

 Passive Propagation Resistance
 The battery industry currently employs a variety of solutions to mitigate thermal runaway propagation, offered by competitors such as Aspen Aerogel, Unifrax, Lydall, LHS, 3M, Engineered Syntactic Systems, Celono, AllCell, and others. These solutions often target specific applications and offer unique benefits. However, we believe our Passive Propagation Resistant (PPR) design provides a more flexible, lightweight, and effective solution for high-energy-density battery cells. KULR's Thermal Runaway Shield (TRS) is ideal for applications requiring passive, lightweight thermal protection, delivering unmatched performance and versatility across different design configurations.
 Thermal Interface Material (FTI)
 Thermal interface material is a large and fragmented market with key players such as Henkel Bergquist, Fujipoly, Laird, 3M, and Honeywell. These materials, typically based on silicone and thermal particles, address heat transfer challenges in batteries and electronics. KULR's FTI stands apart with high bulk thermal conductivity and low contact pressure requirements, offering superior performance and reliability compared to conventional solutions.
 Internal Short Circuit (ISC) Device
 KULR's licensed ISC device provides a reliable method to trigger battery cell thermal runaway, surpassing traditional techniques such as nail penetration, over-charging, or overheating. Unlike other methods that rely on mechanical damage, the ISC device induces true internal shorts, enabling precise identification and resolution of failure points. This capability positions KULR's ISC device as a critical tool for advancing battery safety and reliability testing.
 Summary
 KULR Technology's portfolio addresses critical safety and performance challenges in the battery and energy sectors. By leveraging expertise in thermal management, vibration reduction, and battery safety testing, KULR delivers market-leading solutions tailored to high-demand industries. Products like the Thermal Runaway Shield, Thermal Interface Material, ISC device, KULR ONE, KULR VIBE, and SafeCase offer a unique combination of flexibility, reliability, and innovation. Against established competitors such as EaglePicher, Pumpkin Space Systems, GE Aerospace, and CellBlock FCS, KULR stands out by exceeding industry standards, providing adaptable designs, and ensuring unmatched performance. This positions KULR as a leader driving safety and efficiency advancements across the battery and energy markets.
 Governmental Regulation and Environmental Compliance
 Certain substances we use in our manufacturing process are subject to federal governmental regulations (such as Environmental Protect Agency regulations). We believe we are in material compliance with all applicable governmental regulations, and that the cost and effect of compliance with environmental laws is not material. As a small generator of hazardous substances, we are subject to local governmental regulations relating to the storage, discharge, handling, emission, generation, manufacture and disposal of toxic or other hazardous substances, such as acetone that is used in very small quantities to manufacture our products. We are currently in compliance with these regulations. Most new materials sold in the U.S or in many other countries require regulation by government authorities. In most other countries, there are no specific regulations that require additional regulation, but some countries do have registration requirements with which we comply to the best of our ability.
 Employees
 As of December 31, 2024, we had 52 full-time employees and 3 contractors. We believe that we maintain a good working relationship with our employees, and we have not experienced any significant labor disputes. In addition, KULR leverages outsource partners for IT management, Software Development, Battery Cell R&D, and Machine Automation.
 Independent Contractor Agreement
 Effective October 1, 2024, the Company entered into an independent contractor agreement whereby the contractor will provide consulting services for economic development incentives, grant review, and state governmental affairs within the state of Texas.
 Intellectual Property
 Our intellectual property strategy includes pursuing patent protection for new innovations in core carbon fiber architecture development, application development, acquisition of intellectual property, and licensing of third-party patents and intellectual property.

 We seek to establish and maintain our proprietary rights in our technology and products through the use of patents, copyright, trademarks and trade secrets. We have, and will continue to, file applications for and/or obtain patents, copyrights and trademarks in the United States and selected foreign countries where we believe filing for such protection is appropriate. We also seek to maintain our trade secrets and confidential information by implementing organizational nondisclosure policies and through the use of appropriate confidentiality agreements.
 As of December 31, 2024, KULR held five U.S. patents and one non-provisional pending U.S. patent applications with expiration dates ranging from 2037 to 2041. In addition, KULR has exclusive license on four patents from its partnerships. There can be no assurance, however, that the rights obtained can be successfully enforced against infringing products in every jurisdiction. While our patents, copyrights, trademarks, and trade secrets provide some advantage and protection, we believe our competitive position and future success is largely determined by such factors as the system and application knowledge, innovative skills, technological expertise and management ability and experience of our personnel; the range and success of new products being developed by us; our market brand recognition and ongoing marketing efforts; and customer service and technical support. We also have trademarks that are used in the conduct of our business to distinguish genuine KULR products; KULR has been granted trademarks for Class 9 and Class 17 applications.

 Our Bitcoin Treasury Strategy
 WE ARE NOT REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940 AND STOCKHOLDERS DO NOT HAVE THE PROTECTIONS ASSOCIATED WITH OWNERSHIP OF SHARES IN A REGISTERED INVESTMENT COMPANY NOR THE PROTECTIONS AFFORDED BY THE COMMODITIES EXCHANGE ACT.
 In December 2024, we adopted bitcoin as our primary treasury reserve asset on an ongoing basis, subject to market conditions and our anticipated cash needs. Our strategy includes acquiring and holding bitcoin using cash flows that exceed working capital requirements, and from time to time, subject to market conditions, issuing equity or debt securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase bitcoin. For example, we began issuing shares under an "at-the-market" offering program in the second half of 2024, and used proceeds from the capital markets transaction to acquire additional bitcoin. We view our bitcoin holdings as long term holdings and expect to continue to accumulate bitcoin. We have not set any specific target for the amount of bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional bitcoin purchases. This overall strategy also contemplates that we may periodically sell bitcoin for general corporate purposes or in connection with strategies that generate tax benefits in accordance with applicable law, enter into additional capital raising transactions, including those that could be collateralized by our bitcoin holdings, and consider pursuing strategies to create income streams or otherwise generate funds using our bitcoin holdings.
 This section summarizes our current treasury strategy for bitcoin, including our bitcoin holdings, trading execution, custody, storage, and accounting considerations. We reserve the right to update and alter our treasury strategy from time to time. We view bitcoin as a reliable store of value and a compelling investment. We believe it has unique characteristics as a scarce and finite asset that can serve as a reasonable inflation hedge and safe haven amid global instability. Bitcoin is often compared to gold, which has been viewed as a dependable store of value throughout history. Gold's value has appreciated substantially over time. For example, 25 years ago, the price of gold was approximately $500 per ounce. In 2024, the price of gold has traded higher than $2,700 per ounce. As of December 31, 2024, the total market capitalization of gold was approximately $18.0 trillion compared to approximately $1.9 trillion for bitcoin. Bitcoin is a highly volatile asset that has traded below $51,800 per bitcoin and above $106,000 per bitcoin on Coinbase in the 12 months preceding the filing date of this annual report on Form 10-K. While highly volatile, bitcoin's price has also appreciated significantly since bitcoin's inception in January 2009 (at zero per bitcoin). We believe that a substantial portion of bitcoin's appreciation is attributable to the view that bitcoin is or will become a reliable store of value. Like gold, bitcoin is also viewed as a scarce asset the ultimate supply of bitcoin is limited to 21 million coins and approximately 94% of its supply already exists. We believe that bitcoin's finite, digital and decentralized nature as well as its architectural resilience make it preferable to gold, which, as noted above, has a market capitalization over 10 times higher than the market capitalization of bitcoin as of December 31, 2024. Given our belief that bitcoin is a comparable and possibly better store of value than gold, we believe that bitcoin has the potential to approach or exceed the value of gold over time. Given the substantial gap in value between gold and bitcoin based on current market capitalization, we believe that bitcoin has the potential to generate outsize returns as it gains increasing acceptance as "digital gold." We believe that the growing global acceptance and "institutionalization" of bitcoin supports our view that bitcoin is a reliable store of value. We believe that bitcoin's unique attributes discussed above not only differentiate it from fiat money, but also from other cryptocurrency assets, and for that reason, we have no plans to purchase cryptocurrency assets other than bitcoin.

 Institutionalization of Bitcoin
 We are encouraged by the growing global acceptance and "institutionalization" of bitcoin - reflected by the January 2024 Securities and Exchange Commission, or SEC, approval of 11 bitcoin exchange-traded funds. These funds have reported billions of dollars of net inflows, with investments from a large number of institutions, including global banks, pensions, endowments and registered investment advisors. It is currently estimated that more than 10% of all bitcoins are now held by institutions.
 Our Bitcoin Holdings
 As of December 31, 2024, we purchased a total of 217.18 bitcoins at an aggregate purchase price of approximately $21 million for an average purchase price of approximately $96,694 per bitcoin, inclusive of fees and expenses. We did not sell any bitcoin during 2024. During the period January 1, 2025 and March 27, 2025, we purchased a total of approximately 449.45 bitcoins at an aggregate purchase price of approximately $44 million for an average purchase price of approximately $99,008 per bitcoin. See Note 3-Digital Assets to our consolidated financial statements included in Part IV Item 15 of this annual report in Form 10-K for further information regarding our bitcoin purchases.
 As of March 27, 2025, we held approximately 666.63 bitcoins that were acquired at an aggregate purchase price of $65 million and an average purchase price of approximately $98,255 per bitcoin, inclusive of fees and expenses. Additionally, 2.48 bitcoins acquired by us were through mining operations that we have leased. The per bitcoin price for each such coin mined was approximately $84,225. For details of the lease, please see Section "Recent Developments – Bitcoin Strategy" on page 46. As of March 27, 2025, the market price of one bitcoin reported on the Coinbase exchange (our principal market) was $87,209.
 Accounting
 Bitcoin accounting guidance has been evolving. According to the American Institute of Certified Public Accountants "Accounting for and auditing of Digital Assets practice aid," bitcoin would satisfy the definition of an indefinite-lived intangible asset and would be accounted for under ASC 350, Intangibles - Goodwill and Other issued by the Financial Accounting Standards Board, or FASB. Under these guidelines, bitcoin holdings would be accounted for initially at cost and subject to impairment losses if their fair value fell below carrying value. In December 2023, the FASB issued Accounting Standards Update No. 2023-08, Accounting for and Disclosure of Crypto Assets (ASU 2023-08), which revised bitcoin accounting treatment. Under this new guidance, the valuation of bitcoin is to be measured based on fair value.
 Hedging Strategy
 We do not currently intend to hedge our bitcoin holdings and have not adopted a hedging strategy with respect to bitcoin. However, we may from time to time engage in hedging strategies as part of our treasury management operations if deemed appropriate.
 Execution of Bitcoin Transactions
 We have purchased bitcoin through multiple bitcoin trade orders executed on the Coinbase exchange. We may also in the future acquire or dispose of bitcoin via multiple trade executions, or liquidity providers, who may also serve as custodians of our bitcoin. Our liquidity providers and custodians, or our BTC Service Providers, are regulated and licensed entities that operate under high security, regulatory, audit and governance standards. We may transact with multiple BTC Service Providers for both trade execution and custodial services to spread our risk and to limit our exposure to any single service provider or counterparty.
 In selecting our liquidity providers, we evaluated regulatory status, pricing, annual trading volume, security and customer service. Our current agreement with our liquidity provider is non-exclusive, may be terminated by us at any time, does not impose any requirements for minimum purchases or volumes with such provider, and generally provides that we are responsible for the costs associated with transfers of bitcoin.
 Custody of our Bitcoin
 We currently hold and intend to continue to hold all of our bitcoin in a custodial account at a U.S. based, institutional-grade custodian (who may hold our bitcoin in the United States or other territories) that has demonstrated records of regulatory compliance and information security. Our custodian may also serve as a liquidity provider. As of December 31, 2024, we have entered into a custodial agreement with Coinbase, Inc., acting for itself and on behalf of Coinbase Custody Trust Company, LLC, Coinbase Custody International Ltd., and Coinbase Credit, Inc., or Coinbase. As we further execute on our strategy, we may include additional custodians.

 We carefully selected our custodian after undertaking a due diligence process pursuant to which we evaluated, among other things, the quality of their security protocols, including the multifactor and other authentication procedures designed to safekeep our bitcoin that they may employ, as well as other security, regulatory, audit and governance standards. Our custodian is required to hold our bitcoin in trust for our benefit in segregated accounts which are not commingled with their assets or the assets of its affiliates or other clients. Should we enter into custodial agreements with additional custodians, such agreements may not prohibit such custodians from commingling our bitcoin with the digital assets of others. Our custodial agreement with Coinbase Custody provides that Coinbase Custody will hold our bitcoin in an online "hot" wallet until it receives an instruction from us to effectuate a transfer of our bitcoin into cold storage. Cold storage is designed to mitigate risks that a system may be susceptible to when connected to the internet, including the risks associated with unauthorized network access and cyberattacks.
 Our custodian has access to the private key information associated with our bitcoin, or private keys, and it deploys security measures to secure our bitcoin holdings such as advanced encryption technologies, multi-factor identification, and a policy of storing our private keys in redundant, secure and geographically dispersed facilities. We never store, view or directly access our private keys. The operational procedures of our custodian are reviewed periodically by third-party advisors. All movement of our bitcoin by our custodian is coordinated, monitored and audited. Our custodian's procedures to prove control over the digital assets it holds in custody are also examined by their auditors. Going forward, we intend to periodically verify our bitcoin holdings by reconciling our custodial service ledgers to the public blockchain. Our custodial agreement is terminable by us at any time, for any or no reason, upon advance notice given to the custodian.
 Risk Mitigation Practices Related to Our Liquidity and Custodial Arrangements
 We believe that our primary counterparty risk with respect to our bitcoin holdings is performance obligations under our various custody arrangements. We may custody our bitcoin with multiple custodians to diversify our potential risk exposure to any one custodian. Our custodial services contracts do not restrict our ability to reallocate our bitcoin or require us to hold a minimum amount of bitcoin with any particular custodian. Our bitcoin holdings may be concentrated with a single custodian from time to time, particularly as we negotiate new arrangements or move our assets among our various service providers.
 As regulated entities, our BTC Service Providers have policies, procedures and controls designed to comply with the Bank Secrecy Act, as amended by the USA PATRIOT Act, the implementing regulations of the U.S. Treasury Department's FinCEN, the Executive Orders and economic sanctions regulations administered by the U.S. Treasury Department's Office of Foreign Assets Control, or OFAC, as well as state Anti-Money Laundering, or AML laws. Pursuant to these policies, procedures and controls, our BTC Service Providers use information systems developed in-house and by third-party vendors to conduct know your customer, or KYC, identification verification, background checks and other due diligence on counterparties and customers, and on the affiliates, related persons and authorized representatives of their customers, and to screen these parties against published sanctions lists. These checks may, where appropriate, assess financial strength, reputation, trading capabilities and other risks that may be associated with a given customer or counterparty. Our BTC Service Providers perform these checks and screenings during initial onboarding or in advance of a transaction, as applicable, and periodically thereafter, particularly when the sanctions lists that they monitor are updated. Our BTC Service Providers also utilize systems that monitor and screen blockchain transactions and digital wallet addresses in their efforts to detect and report suspicious or unlawful activity.
 We have engaged certain third-party bitcoin consultants to assist the Company in its due diligence process when selecting BTC service providers. The due diligence involves giving consideration to their reputation and security level, confirming their internal compliance with applicable laws and regulations and ensuring their undertakings of contractual obligations on compliance. With respect to our custodian, we also intend to conduct due diligence reviews during the custodial relationship to monitor the safekeeping of our bitcoin. As part of our process, we may obtain and review our custodian's services organization controls reports if available. We are also contractually entitled to review our custodian's relevant internal controls through a variety of methods. We expect to conduct in the future, supplemental due diligence when we believe it is warranted by market circumstances or otherwise. We negotiate liability provisions in our custodial contracts pursuant to which our custodian is held liable for failure to safekeep our bitcoin. For example, our custodial agreement with Coinbase Custody provides that Coinbase Custody will be liable to us for up to an amount equal to the greater of the aggregate amount of fees paid in the 12 month period preceding a liability event or the value, at the time of a liability event, of the supported digital assets in our vault account that are directly affected by the liability event, in either case subject to a cap of $100 million. In addition to custodial arrangements, we also intend to utilize affiliates of our bitcoin custodian to execute bitcoin acquisition and disposition transactions on our behalf (who may be our liquidity providers).
 We also negotiate specific contractual terms and conditions with our custodian that we believe will help establish, under existing law, that our property interest in the bitcoin held by our custodian is not subject to the claims of the custodian's creditors in the event the custodian enters bankruptcy, receivership or similar insolvency proceedings. Our current custodian, and intended future custodians,

 are U.S. based and are subject to U.S. regulatory regimes intended to protect customers in the event that a custodian enters bankruptcy, receivership or similar insolvency proceedings. Our custodian is required to comply with the Bank Secrecy Act, as amended by the USA PATRIOT Act, the implementing regulations of the U.S. Treasury Department's FinCEN, the Executive Orders and economic sanctions regulations administered by the OFAC, as well as state AML laws. However, applicable insolvency law is not fully developed with respect to the holding of digital assets in custodial accounts. If our custodially-held bitcoin were nevertheless considered to be the property of our custodian's estates in the event that the custodian were to enter bankruptcy, receivership or similar insolvency proceedings, we could be treated as a general unsecured creditor of such custodian, inhibiting our ability to exercise ownership rights with respect to such bitcoin and this may ultimately result in the loss of the value related to some or all of such bitcoin. Even if we are able to prevent our bitcoin from being considered the property of the custodian's bankruptcy estate as part of an insolvency proceeding, it is possible that we would still be delayed or may otherwise experience difficulty in accessing our bitcoin held by the affected custodian during the pendency of the insolvency proceedings. Additionally, the bitcoin we hold 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.
 Regardless of efforts we have made to securely store and safeguard assets, there can be no assurance that our crypto assets will not be subject to loss or other misappropriation. Although our custodian is required to carry an insurance policy to cover losses for commercial crimes such as asset theft and other covered losses, such policy limits may be shared among all of their affected customers and be subject to various limitations and exclusions (such as if a loss arises due to our failure to protect our login credentials and devices). As such, the insurance that covers losses of our bitcoin holdings may cover only a small fraction of the value of the entirety of our bitcoin holdings, and there can be no guarantee that our custodian will maintain such insurance policies or that such policies will cover any or all of our losses with respect to our bitcoin. For a discussion of risks relating to the custody of our bitcoin, see Item 1A. "Risk Factors – Risks Related to Our Bitcoin Treasury Strategy and Holdings – Our bitcoin treasury strategy exposes us to various risks associated with bitcoin," and "– Our bitcoin treasury strategy exposes us to risk of non-performance by counterparties."
 Bitcoin Regulation
 The laws and regulations applicable to bitcoin and digital assets are evolving and subject to interpretation and change.
 Governments around the world have reacted differently to digital assets certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while in some jurisdictions, such as the United States, digital assets are subject to overlapping, uncertain and evolving regulatory requirements.
 As digital assets have grown in both popularity and market size, the U.S. Executive Branch, Congress and a number of U.S. federal and state agencies, including the Financial Crimes Enforcement Network, the CFTC, the SEC, the Financial Industry Regulatory Authority, the Consumer Financial Protection Bureau, the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the IRS and state financial regulators, have been examining the operations of digital asset networks, digital asset users and digital asset exchanges, with particular focus on the extent to which digital assets can be used to violate state or federal laws, including to facilitate the laundering of proceeds of illegal activities or the funding of criminal or terrorist enterprises, and the safety and soundness and consumer-protective safeguards of exchanges or other service-providers that hold, transfer, trade or exchange digital assets for users. Many of these state and federal agencies have issued consumer advisories regarding the risks posed by digital assets to investors. In addition, federal and state agencies, and other countries have issued rules or guidance regarding the treatment of digital asset transactions and requirements for businesses engaged in activities related to digital assets.
 Depending on the regulatory characterization of bitcoin, the markets for bitcoin in general, and our activities in particular, our business and our bitcoin acquisition strategy may be subject to regulation by one or more regulators in the United States and globally. Ongoing and future regulatory actions may alter, to a materially adverse extent, the nature of digital assets markets, the participation of industry participants, including service providers and financial institutions in these markets, and our ability to pursue our bitcoin strategy. Additionally, U.S. state and federal and foreign regulators and legislatures have taken action against industry participants, including digital assets businesses, and enacted restrictive regimes in response to adverse publicity arising from hacks, consumer harm, or criminal activity stemming from digital assets activity. U.S. federal and state energy regulatory authorities are also monitoring the total electricity consumption of cryptocurrency mining, and the potential impacts of cryptocurrency mining to the supply and dispatch functionality of the wholesale grid and retail distribution systems. Many state legislative bodies have passed, or are actively considering, legislation to address the impact of cryptocurrency mining in their respective states.
 The CFTC takes the position that some digital assets, including bitcoin, fall within the definition of a "commodity" under the Commodities Exchange Act of 1936, as amended, or CEA. Under the CEA, the CFTC has broad enforcement authority to police market manipulation and fraud in spot digital assets markets in which we may transact. Beyond instances of fraud or manipulation, the CFTC

 generally does not oversee cash or spot market exchanges or transactions involving digital asset commodities that do not utilize margin, leverage, or financing. In addition, CFTC regulations and CFTC oversight and enforcement authority apply with respect to futures, swaps, other derivative products and certain retail leveraged commodity transactions involving digital asset commodities, including the markets on which these products trade.
 The SEC and its staff have taken the position that certain other digital assets fall within the definition of a "security" under the U.S. federal securities laws. Public statements made by senior officials and senior members of the staff at the SEC indicate that the SEC does not consider bitcoin to be a security under the federal securities laws, and the approval of the spot bitcoin ETPs support this view. However, such statements are not official policy statements by the SEC and reflect only the speakers' views, which are not binding on the SEC or any other agency or court and cannot be generalized to any other digital assets. In addition, in January 2025, the SEC acting Chairman announced a new Crypto Task Force dedicated to developing a comprehensive and clear regulatory framework for digital assets.
 In addition, because transactions in bitcoin provide a degree of anonymity, they are susceptible to misuse for criminal activities, such as money laundering. This misuse, or the perception of such misuse, could lead to greater regulatory oversight of bitcoin and bitcoin platforms, and there is the possibility that law enforcement agencies could close bitcoin platforms or other bitcoin-related infrastructure with little or no notice and prevent users from accessing or retrieving bitcoin held via such platforms or infrastructure. For example, a January 2021 nomination hearing before the Senate Finance Committee, it was noted that cryptocurrencies have the potential to improve the efficiency of the financial system but that they can be used to finance terrorism, facilitate money laundering, and support activities that threaten U.S. national security interests and the integrity of the U.S. and international financial systems. The OFAC has issued updated advisories regarding the use of virtual currencies, added a number of digital asset exchanges and service providers to the Specially Designated Nationals and Blocked Persons list and engaged in several enforcement actions, including a series of enforcement actions that have either shut down or significantly curtailed the operations of several smaller digital asset exchanges associated with Russian and/or North Korean nationals.
 Activities involving bitcoin and other digital assets may fall within the jurisdiction of more than one financial regulator and various courts and such laws and regulations are rapidly evolving and increasing in scope. On March 9, 2022, an executive order relating to cryptocurrencies was signed. While the executive order did not mandate the adoption of any specific regulations, it instructed various federal agencies to consider potential regulatory measures, including the evaluation of the creation of a U.S. CBDC. On September 16, 2022, the White House released a framework for digital asset development, based on reports from various government agencies, including the U.S. Department of Treasury, the Department of Justice, and the Department of Commerce. Among other things, the framework encourages regulators to pursue enforcement actions, issue guidance and rules to address current and emergent risks, support the development and use of innovative technologies by payment providers to increase access to instant payments, consider creating a federal framework to regulate nonbank payment providers, and evaluate whether to call upon Congress to amend the Bank Secrecy Act and laws against unlicensed money transmission to apply explicitly to digital asset service providers. There have also been several bills introduced in Congress that propose to establish additional regulation and oversight of the digital asset markets. With the recent change in the U.S. administration, there is uncertainty about future regulatory oversight and enforcement and what rules and regulations may ultimately govern. For example, in January 2025, an executive order was issued that revoked the prior administration's executive order and Treasury Department's framework, and established the Presidential Working Group on Digital Asset Markets that will be tasked with developing a federal regulatory framework governing digital assets.

 ITEM 1A. RISK FACTORS
 An investment in the Company's common stock involves a high degree of risk. In determining whether to purchase the Company's common stock, an investor should carefully consider all of the material risks described below, together with the other information contained in this report before deciding to purchase the Company's securities. An investor should only purchase the Company's securities if he or she can afford to suffer the loss of his or her entire investment.
 Risks Related to Our Business and Our Industry
 We are a young company with a limited operating history, making it difficult for you to evaluate our business and your investment.
 KULR was formed in 2015 and KTC was formed in 2013. The Company, as a whole, has limited operating history. We have not yet demonstrated sales of products at a level capable of covering our fixed expenses. Since inception, we have demonstrated limited capability to produce sufficient materials to generate the ongoing revenues necessary to sustain our operations in the long-term. Nor have we demonstrated the ability to generate sufficient sales to sustain the business. There can be no assurance that the Company will ever produce a profit.

 Many of the Company's products represent new products that have not yet been fully tested in commercial product settings and for which manufacturing operations have not yet been fully scaled. This means that investors are subject to all the risks incident to the creation and development of multiple new products and their associated manufacturing processes, and each investor should be prepared to withstand a complete loss of their investment.
 Because we are subject to these uncertainties, there may be risks that management has failed to anticipate and you may have a difficult time evaluating our business and your investment in our Company. Our ability to become profitable depends primarily on our ability to successfully commercialize our products in the future. Even if we successfully develop and market our products, we may not generate sufficient or sustainable revenue to achieve or sustain profitability, which could cause us to cease operations.
 KULR primarily sells engineered materials or products made with these materials to other companies for incorporation into their products. Although KULR's technologies were previously used in numerous advanced space and industrial applications for NASA, there has been no significant incorporation of our materials or products into customer products that are released for commercial sale as of the date of this report. Because there is no demonstrated history of large-scale commercial success for our products, it is possible that such commercial success may never happen and that we will never achieve the level of revenues necessary to sustain our business.
 We will need to raise substantial additional capital in the future to fund our operations and we may be unable to raise such funds when needed and on acceptable terms, which could have a materially adverse effect on our business.
 We anticipate that we will incur operating losses for the foreseeable future. We will need to raise substantial additional capital to fund our operations and if we are not successful in securing additional financing on acceptable terms, we may be required to delay significantly, reduce the scope of or eliminate one or more of our research or development programs, downsize our general and administrative infrastructure, or seek alternative measures to avoid insolvency, including arrangements with collaborative partners or others that may require us to relinquish rights to certain of our technologies, product candidates or products.
 We could experience significant disruptions in supply from our current or future sources.
 We could experience significant disruptions as a result of global supply chain issues and, in the event of a disruption, we cannot make any assurances that we would be able to locate alternative suppliers of materials of comparable quality at an acceptable price, or alternative purchasers of our products. Identifying suitable suppliers and purchasers is a resource-intensive process that requires us to become satisfied with quality control, responsiveness and service, financial stability and labor and other ethical practices.
 In addition, any indirect supply chain disruptions due to United States trade policy with China or the ongoing military conflict in Ukraine may further complicate existing supply chain constraints and direct or indirect customers' demand for our products. Interruption of our supplies and in demand of our products by our purchasers, or the loss of one or more key suppliers or purchasers, could have a negative effect on the Company's business and operating results. Any delays, interruption or increased costs or manufacture of our products could have an adverse effect on our ability to meet customer demand for our products and result in lower net sales and operating income both in the short and long term, which could in turn negatively impact our business, financial condition and the price of our shares. In addition, we cannot adequately predict the effects of the global supply chain disruptions on our customers or potential customers and the indirect effects such disruptions could have on our operations both in the short and long term, which could in turn negatively impact our business, financial condition and the price of our shares.
 An additional negative affect on the supply chain is the "Tariff War", especially with China, Canada and Mexico. The increased tariffs with these countries could have an adverse effect on our supply chain potentially causing financial difficulty for our direct or indirect customers and reduced demand of our products. A continuation of these conflicts could have adverse changes in international trade policies and relations. Tariffs could increase the cost of our products and the components that go into making them. These increased costs could adversely impact the gross margin that we earn on our products. Tariffs could also make our products more expensive for customers, which could make our products less competitive and reduce consumer demand. Changing our operations in accordance with new or changed trade restrictions can be expensive, time-consuming and disruptive to our operations.
 The conflict between Russia and Ukraine and the war between Israel and Hamas have resulted in worldwide geopolitical and macroeconomic uncertainty, and we cannot predict how the conflicts will evolve or the timing thereof. If these conflicts continue for a significant time or further expand to other countries and depending on the ultimate outcomes of these conflicts, which remain uncertain, they could have additional adverse effects on macroeconomic conditions, including but not limited to, increased costs, constraints on the availability of commodities, supply chain disruptions and decreased business spending. Furthermore, continuation of the conflicts could give rise to disruptions to our or our business partners' global technology infrastructure, including through cyber-attack or cyber-intrusion; adverse changes in international trade policies and relations; regulatory enforcement; our ability to implement and execute our business strategy; terrorist activities; our exposure to foreign currency fluctuations; and constraints, volatility, or disruption in the

 capital markets, any of which could have a material adverse effect on our business, results of operations, cash flows and financial condition.
 The tensions between the U.S. and China, the Russia-Ukraine war and conflicts in the Middle East remain uncertain, and while it is difficult to predict the impact of any of the foregoing, any escalation or additional uncertainty in these situations could increase our costs, disrupt our supply chain, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition and results of operations.
 We have limited experience in higher volume manufacturing that will be required to support profitable operations, and the risks associated with scaling to larger production quantities may be substantial.
 We have limited experience manufacturing our products. We have established small-scale commercial or pilot-scale production facilities for our carbon-based thermal management products, but these facilities do not have the existing production capacity to produce sufficient quantities of materials for us to reach sustainable sales levels. At present, we rely on outsourced partners to produce high volume products. In order to develop internal capacity to produce much higher volumes, it will be necessary to produce multiples of existing processes or engineer new production processes in some cases. We have begun building up the scale of our automated battery cell facilities in our leased facility in San Diego but there is no guarantee that we will be able to economically scale-up our production processes to the levels required. If we are unable to scale-up our production processes and facilities to support sustainable sales levels, the Company may be forced to curtail or cease operations.
 We have a long and complex sales cycle and have not demonstrated the ability to operate successfully in this environment.
 It has been our experience since our inception that the average sales cycle for our products can range from one to five years from the time a customer begins testing our products until the time that they could be successfully used in a commercial product. We have only demonstrated a limited track record of success in completing customer development projects, which makes it difficult for you to evaluate the likelihood of our future success. The sales and development cycle for our products is subject to customer budgetary constraints, internal acceptance procedures, competitive product assessments, scientific and development resource allocations, and other factors beyond our control. If we are not able to successfully accommodate these factors to enable customer development success, we will be unable to achieve sufficient sales to reach profitability. In this case, the Company may not be able to raise additional funds and may be forced to curtail or cease operations and you could lose all or a significant part of your investment.
 We are dependent on customers and partners to design and test our solution into new applications which may not be brought to market successfully.
 The Company targets its thermal management solution for new applications and devices that require high performance and unique features offered by its products. Developing new applications and devices involves a lengthy and complex process, and they may not be commercialized on a timely basis, or at all. The Company's success is directly related to the success of these new products.
 Furthermore, because the Company's solutions are relatively new to mass market consumer electronics, the design and testing time is longer than traditional solutions. Moreover, in transitioning to new technologies and products, we may not achieve design wins, our customers may delay transition to these new technologies, our competitors may transition more quickly than we do, or we may experience product delays, cost overruns or performance issues that could harm our operating results and financial condition.
 We could be adversely affected by our exposure to customer concentration risk.
 We are subject to customer concentration risk as a result of our reliance on a relatively small number of customers for a significant portion of our revenues. During 2024, we had 2 customers whose purchases, in the aggregate, accounted for 25% of total revenue. Due to the nature of our business and the relatively large size of many of the applications our customers are developing, we anticipate that we will be dependent on a relatively small number of customers for the majority of our revenues for the next several years. It is possible that only one or two customers could place orders sufficient to utilize most or all of our existing manufacturing capacity.
 In this case, there would be a risk of significant loss of future revenues if one or more of these customers were to stop ordering our materials, which could in turn have a material adverse effect on our business and on your investment.
 We operate in an advanced technology arena where hypothesized properties and benefits of our products may not be achieved in practice, or in which technological change may alter the attractiveness of our products.
 Because there is no sustained history of successful use of our products in commercial applications, there is no assurance that broad successful commercial applications may be technically feasible. Some of the scientific and engineering data related to our products

 has been generated in our own laboratories or in laboratory environments at our customers or third-parties. It is well known that laboratory data is not always representative of commercial applications.
 Likewise, we operate in a market that is subject to rapid technological change. Part of our business strategy is to monitor such change and take steps to remain technologically current, but there is no assurance that such strategy will be successful. If the Company is not able to adapt to new advances in materials sciences, or if unforeseen technologies or materials emerge that are not compatible with our products and services or that could replace our products and services, our revenues and business prospects would likely be adversely affected. Such an occurrence may have severe consequences, including the potential for our investors to lose all of their investment.
 Competitors that are larger and better funded may cause the Company to be unsuccessful in selling its products.
 The Company operates in a market that is expected to have significant competition in the future. Global research is being conducted by substantially larger companies who have greater financial, personnel, technical, and marketing resources. There can be no assurance that the Company's strategy of offering better thermal management solutions based on the Company's proprietary carbon fiber-based products will be able to compete with other companies, many of whom will have significantly greater resources, on a continuing basis. In the event that we cannot compete successfully, the Company may be forced to cease operations.
 Because of our small size and limited operating history, we are dependent on key employees.
 The Company's operations and development are dependent upon the experience and knowledge of Michael Mo, our Chief Executive Officer, Shawn Canter, our Chief Financial Officer, Dr. William Walker, our Chief Technology Officer, Ted Krupp, our Vice President of Sales, and Michael Carpenter, our Vice President of Engineering. If the services of any of these individuals should become unavailable, the Company's business operations might be adversely affected. If several of these individuals became unavailable at the same time, the ability of the Company to continue normal business operations might be adversely affected to the extent that revenue or profits could be diminished, and you could lose all or a significant amount of your investment.
 Our success depends in part on our ability to protect our intellectual property rights, and our inability to enforce these rights could have a material adverse effect on our competitive position.
 We rely on the patent, trademark, copyright and trade-secret laws of the United States and to protect our intellectual property rights. We may be unable to prevent third parties from using our intellectual property without our authorization. The unauthorized use of our intellectual property could reduce any competitive advantage we have developed, reduce our market share or otherwise harm our business. In the event of unauthorized use of our intellectual property, litigation to protect or enforce our rights could be costly, and we may not prevail.
 Many of our technologies are not covered by any patent or patent application, and our issued and pending U.S. patents may not provide us with any competitive advantage and could be challenged by third parties. Our inability to secure issuance of our pending patent applications may limit our ability to protect the intellectual property rights these pending patent applications were intended to cover. Our competitors may attempt to design around our patents to avoid liability for infringement and, if successful, our competitors could adversely affect our market share. Furthermore, the expiration of our patents may lead to increased competition.
 Our pending trademark applications may not be approved by the responsible governmental authorities and, even if these trademark applications are granted, third parties may seek to oppose or otherwise challenge these trademark applications. A failure to obtain trademark registrations in the United States and in other countries could limit our ability to protect our products and their associated trademarks and impede our marketing efforts in those jurisdictions.
 In addition, effective patent, trademark, copyright and trade secret protection may be unavailable or limited in some foreign countries. We also rely on unpatented proprietary manufacturing expertise, continuing technological innovation and other trade secrets to develop and maintain our competitive position. Although we generally enter into confidentiality agreements with our employees and third parties to protect our intellectual property, these confidentiality agreements are limited in duration and could be breached, and may not provide meaningful protection of our trade secrets or proprietary manufacturing expertise. Adequate remedies may not be available if there is an unauthorized use or disclosure of our trade secrets and manufacturing expertise. In addition, others may obtain knowledge about our trade secrets through independent development or by legal means. The failure to protect our processes, apparatus, technology, trade secrets and proprietary manufacturing expertise, methods and compounds could have a material adverse effect on our business by jeopardizing critical intellectual property.

 Where a product formulation or process is kept as a trade secret, third parties may independently develop or invent and patent products or processes identical to our trade-secret products or processes. This could have an adverse impact on our ability to make and sell products or use such processes and could potentially result in costly litigation in which we might not prevail.
 We could face intellectual property infringement claims that could result in significant legal costs and damages and impede our ability to produce key products, which could have a material adverse effect on our business, financial condition and results of operations.
 If our technologies conflict with the proprietary rights of others, we may incur substantial costs as a result of litigation or other proceedings and we could face substantial monetary damages and be precluded from commercializing our products, which would materially harm our business and financial condition.
 Patents in the thermal management solutions industry are numerous and may, at times, conflict with one another. As a result, it is not always clear to industry participants, including us, which patents cover the multitude of product types. Ultimately, the courts must determine the scope of coverage afforded by a patent and the courts do not always arrive at uniform conclusions.
 A patent owner may claim that we are making, using, selling or offering for sale an invention covered by the owner's patents and may go to court to stop us from engaging in such activities. Such litigation is not uncommon in our industry. Patent lawsuits can be expensive and would consume time and other resources. There is a risk that a court would decide that we are infringing a third party's patents and would order us to stop the activities covered by the patents, including the commercialization of our products. In addition, there is a risk that we would have to pay the other party damages for having violated the other party's patents (which damages may be increased, as well as attorneys' fees ordered paid, if infringement is found to be willful), or that we will be required to obtain a license from the other party in order to continue to commercialize the affected products, or to design our products in a manner that does not infringe a valid patent. We may not prevail in any legal action, and a required license under the patent may not be available on acceptable terms or at all, requiring cessation of activities that were found to infringe a valid patent. We also may not be able to develop a non-infringing product design on commercially reasonable terms, or at all.
 We may not obtain U.S. Government contracts to further develop our technology.
 We can give no assurances that we will be successful in obtaining government contracts. The process of applying for government contracts is lengthy, and we cannot be certain that we will be successful in complying with all requirements throughout the application process. Accordingly, we cannot be certain that we will be awarded any U.S. Government contracts utilizing our carbon fiber-based solutions.
 Downturns in general economic conditions could adversely affect our profitability.
 Downturns in general economic conditions can cause fluctuations in demand for our products, product prices, volumes and gross margins. Future economic conditions may not be favorable to our industry. A decline in the demand for our products or a shift to lower-margin products due to deteriorating economic conditions could adversely affect sales of our products and our profitability and could also result in impairments of certain of our assets.
 Furthermore, any uncertainty in economic conditions may result in a slowdown to the global economy that could affect our business by reducing the prices that our customers may be able or willing to pay for our products or by reducing the demand for our products.
 An increase in the cost of raw materials or electricity might affect our profits.
 Recently, cost inflation stemming from the COVID-19 pandemic, the Ukraine/Russia crisis, the Israel/Hamas crisis, and other macroeconomic factors has caused prices to increase across various sectors of the economy. Any increase in the prices of our raw materials or energy might affect the overall cost of our products. If we are not able to raise our prices to pass on increased costs to our customers, we would be unable to maintain our existing profit margins. Our major cost components include items such as production materials and electricity, which items are normally readily available industrial commodities. During our history as a business, we have not seen any material impact on our cost structure from fluctuations in raw material or energy costs, but this could change in the future.
 Our results of operations could deteriorate if our manufacturing operations were substantially disrupted for an extended period.
 Our manufacturing operations may be subject to disruption due to extreme weather conditions, floods and similar events, major industrial accidents, strikes and lockouts, adoption of new laws or regulations, changes in interpretations of existing laws or regulations

 or changes in governmental enforcement policies, civil disruption, riots, terrorist attacks, war, and other events. We cannot assure you that no such events will occur. If such an event occurs, it could have a material adverse effect on us.
 We may become subject to liabilities related to risks inherent in working with hazardous materials.
 Our development and manufacturing processes involve the controlled use of hazardous materials, such as acetone. We are subject to federal, provincial and local laws and EPA regulations governing the use, manufacture, storage, handling and disposal of such materials and certain waste products. Although we believe that our safety procedures for handling and disposing of such materials comply with the standards prescribed by such laws and regulations, the risk of accidental contamination or injury from these materials cannot be completely eliminated. In the event of such an accident, we could be held liable for any damages that result and any such liability could exceed our resources. We are not specifically insured with respect to this liability. Although we believe that we are in compliance in all material respects with applicable environmental laws and regulations and currently do not expect to make material capital expenditures for environmental control facilities in the near-term, if we fail to comply with these regulations substantial fines could be imposed on us and we could be required to suspend production, alter manufacturing processes or cease operations. In addition, there can be no assurance that we will not be required to incur significant costs to comply with environmental laws and regulations in the future, or that our operations, business or assets will not be materially adversely affected by current or future environmental laws or regulations.
 Significant disruptions of information technology systems, breaches of data security and other incidents could materially adversely affect our business, results of operations and financial condition.
 See Item 1C – Cybersecurity for a discussion of our information technology systems. We maintain information in digital and other forms that is necessary to conduct our business, and we are increasingly dependent on information technology systems and infrastructure to operate our business. In the ordinary course of our business, we collect, store and transmit large amounts of confidential information, including intellectual property, proprietary business information and personal information. It is critical that we do so in a secure manner to maintain the privacy, security, confidentiality, and integrity of such confidential information. Our internal information technology systems and infrastructure, and those of any future collaborators and our contractors, consultants, vendors and other third parties on which we rely, are vulnerable to damage or unauthorized access or use resulting from computer viruses, malware, natural disasters, terrorism, war, telecommunication and electrical failures, cyber-attacks or cyber-intrusions over the Internet, denial or degradation of service attacks, ransomware, hacking, phishing schemes intended to cause an unauthorized transfer of funds and other social engineering attacks, attachments to emails, persons inside our organization or persons with access to systems inside our organization.
 Additionally, while we have implemented security measures to protect our data security and information technology systems, our efforts to address these problems may not be successful, and these problems could result in unexpected interruptions, delays, cessation of service, negative publicity and other harm to our business and our competitive position. If such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our product development programs. Any security compromise affecting us, our partners or our industry, whether real or perceived, could harm our reputation, erode confidence in the effectiveness of our security measures and lead to regulatory scrutiny, which could materially adversely affect our business, results of operations and financial condition.
 The failure of financial institutions or transactional counterparties could adversely affect our current and projected business operation and our financial condition and results of operations.
 During March 2023, Silicon Valley Bank ("SVB"), Signature Bank and Silvergate Capital Corp. were each closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation ("FDIC") was appointed as receiver.
 A statement by the Department of the Treasury, the Federal Reserve and the FDIC stated that all depositors of SVB would have access to all of their money after only one business day of closure, including funds held in uninsured deposit accounts. The standard deposit insurance amount is up to $250,000 per depositor, per insured bank, for each account ownership category. Although we do not have any funds deposited with the aforementioned banks that failed, we regularly maintain cash balances with other financial institutions in excess of the FDIC insurance limit. A failure of a depository institution to return deposits could impact access to our invested cash or cash equivalents and could adversely impact our operating liquidity and financial performance.
 Future adverse regulations could affect the viability of the business.
 As a small generator of hazardous substances, we are subject to local governmental regulations relating to the storage, discharge, handling, emission, generation, manufacture and disposal of toxic or other hazardous substances, such as acetone that is used

 in very small quantities to manufacture our products. We are currently in compliance with these regulations. However, there can be no assurance that future regulations might not change or raise the compliance standards, of which the Company may become in violate or for which we may incur substantial costs to comply.
 In most cases, as far as we are aware, there are no current regulations elsewhere in the world that prevent or prohibit the sale of the Company's products. However, there is no assurance that any regulations will not be enacted in the future to require the Company's products or production materials to be subject to test for toxicity or other health effects before they can be sold or used in the production process, if such regulations are enacted in the future, the Company's business could be adversely affected because of the requirement for expensive and time-consuming tests or other regulatory compliance. There can be no assurance that future regulations might not severely limit or even prevent the sale of the Company's products in major markets, in which case the Company's financial prospects might be severely limited, causing investors to lose some or all of their investment.
 Our directors and officers may be exposed to liability.
 We currently maintain a policy for director and officer liability insurance, also known as "D&O Insurance." However, the maximum coverage under our D&O Insurance policy may not be sufficient to cover all such liability exposure and, as a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.
 Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses and will divert time and attention away from revenue generating activities.
 Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and related SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the public markets and public reporting. Our management team will need to invest significant management time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased selling, general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities, which could have an adverse effect on our business.
 If we fail to maintain effective internal controls over financial reporting, the price of our common stock may be adversely affected.
 Our internal control over financial reporting could in the future have weaknesses and conditions that could require correction or remediation, the disclosure of which may have an adverse impact on the price of our common stock. We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, prospects, financial condition or results of operations. In addition, management's assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting or disclosure of management's assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.
 We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002 and if we fail to comply in a timely manner, our business could be harmed and our stock price could decline.
 Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require an annual assessment of internal controls over financial reporting, and for certain issuers an attestation of this assessment by the issuer's independent registered public accounting firm. The standards that must be met for management to assess the internal controls over financial reporting as effective are complex, and require significant documentation, testing, and possible remediation to meet the detailed standards.
 We expect to incur significant expenses and to devote resources to Section 404 compliance on an ongoing basis. It is difficult for us to predict how long it will take or how costly it will be to complete the assessment of the effectiveness of our internal control over financial reporting for each year and to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete the assessment and remediation process on a timely basis. In addition, although attestation requirements by our independent registered public accounting firm are not presently applicable to us, we could become subject to these requirements in the future and we may encounter problems or delays in completing the implementation of any resulting changes to internal controls over financial reporting. In the event that our Chief Executive Officer or Chief Financial Officer determine that our internal control over financial reporting is not effective as defined under Section 404, we cannot predict how regulators will react or how the market prices of our shares will be affected; however, we believe that there is a risk that investor confidence and share value may be negatively affected.

 Risks Relating to Our Bitcoin Treasury Strategy and Holdings
 WE ARE NOT REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940 AND STOCKHOLDERS DO NOT HAVE THE PROTECTIONS ASSOCIATED WITH OWNERSHIP OF SHARES IN A REGISTERED INVESTMENT COMPANY NOR THE PROTECTIONS AFFORDED BY THE COMMODITIES EXCHANGE ACT.
 Our bitcoin acquisition strategy may expose us to various risks associated with bitcoin
 Our bitcoin acquisition strategy may expose us to various risks associated with bitcoin, including the following:
 Bitcoin is a highly volatile asset. Bitcoin is a highly volatile asset that has traded below $38,000 per bitcoin and above $106,000 per bitcoin on Coinbase during 2024. The trading price of bitcoin was significantly lower during prior periods, and such decline may occur again in the future.
 While Bitcoin prices are determined primarily using data from various exchanges, over-the-counter markets and derivative platforms, they have historically been volatile and are impacted by a variety of factors. Such factors include, but are not limited to, the worldwide growth in the adoption and use of Bitcoins, the maintenance and development of the software protocol of the Bitcoin network, changes in consumer demographics and public tastes, fraudulent or illegitimate actors, real or perceived scarcity, and political, economic, regulatory or other conditions. Furthermore, pricing may be the result of, and may continue to result in, speculation regarding future appreciation in the value of Bitcoin, or our share price, making prices more volatile.
 Currently, we do not use a formula or specific methodology to determine whether or when we will sell Bitcoin that we hold, or the number of Bitcoins we will sell. Rather, decisions to hold or sell Bitcoins are currently determined by management by analyzing forecasts and monitoring the market in real time. Such decisions, however well-informed, may result in untimely sales and even losses, adversely affecting an investment in us. At this time, we do not anticipate engaging in any hedging activities related to our holding of Bitcoin as this would expose us to substantial decreases in the price of Bitcoin.
 Bitcoin does not pay interest or dividends. Bitcoin does not pay interest or other returns and we can only generate cash from our bitcoin holdings if we sell our bitcoin or implement strategies to create income streams or otherwise generate cash by using our bitcoin holdings. Even if we pursue any such strategies, we may be unable to create income streams or otherwise generate cash from our bitcoin holdings, and any such strategies may subject us to additional risks.
 We purchase bitcoin using primarily proceeds from equity financings. Our ability to achieve the objectives of our bitcoin strategy depends in significant part on our ability to obtain equity financing. If we are unable to obtain equity financing on favorable terms or at all, we may not be able to successfully execute on our bitcoin strategy.
 Our bitcoin acquisition strategy has not been tested. This bitcoin acquisition strategy has not been tested. Although we believe bitcoin, due to its limited supply, has the potential to serve as a hedge against inflation in the long term, the short-term price of bitcoin declined in recent periods during which the inflation rate increased. Some investors and other market participants may disagree with our bitcoin acquisition strategy or actions we undertake to implement it. If bitcoin prices were to decrease or our bitcoin acquisition strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our common stock would be materially adversely impacted.
 We will be subject to counterparty risks, including in particular risks relating to our custodians. Although we intend to implement various measures that are designed to mitigate our counterparty risks, including by storing substantially all of the bitcoin we may own in custody accounts at U.S.-based, institutional-grade custodians and negotiating contractual arrangements intended to establish that our property interest in custodially-held bitcoin is not subject to claims of our custodians' creditors, applicable insolvency law is not fully developed with respect to the holding of digital assets in custodial accounts. If our custodially-held bitcoin were nevertheless considered to be the property of our custodians' estates in the event that any such custodians were to enter bankruptcy, receivership or similar insolvency proceedings, we could be treated as a general unsecured creditor of such custodians, inhibiting our ability to exercise ownership rights with respect to such bitcoin and this may ultimately result in the loss of the value related to some or all of such bitcoin. Even if we are able to prevent our bitcoin from being considered the property of a custodian's bankruptcy estate as part of an insolvency proceeding, it is possible that we would still be delayed or may otherwise experience difficulty in accessing our bitcoin held by the affected custodian during the pendency of the insolvency proceedings. Any such outcome could have a material adverse effect on our financial condition and the market price of our common stock.
 The broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of bitcoin. A series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events

 relating to companies operating in the digital asset industry, including the filings for bankruptcy protection by Three Arrows Capital, Celsius Network, Voyager Digital, FTX Trading and Genesis Global Capital, the closure or liquidation of certain financial institutions that provided lending and other services to the digital assets industry, including Signature Bank and Silvergate Bank, SEC enforcement actions against Coinbase, Inc. and Binance Holdings Ltd., the placement of Prime Trust, LLC into receivership following a cease-and-desist order issued by Nevada's Department of Business and Industry, and the filing and subsequent settlement of a civil fraud lawsuit by the New York Attorney General against Genesis Global Capital, its parent company Digital Currency Group, Inc., and former partner Gemini Trust Company, have highlighted the counterparty risks applicable to owning and transacting in digital assets. Any similar bankruptcies, closures, liquidations and other events may not result in any loss or misappropriation of our bitcoin holdings, or adversely impact our access to our bitcoin holdings. Or, any such bankruptcies, closures, liquidations, regulatory enforcement actions or other events involving participants in the digital assets industry may negatively impact the adoption rate, price, and use of bitcoin, limit the availability to us of financing collateralized by bitcoin, or create or expose additional counterparty risks.
 Changes in the trading price of bitcoin could have significant accounting impacts, including increasing the volatility of our results. The Company has adopted ASU 2023-08, which requires us to measure our bitcoin holdings at fair value in our statement of financial position, and to recognize gains and losses from changes in the fair value of our bitcoin in net income each reporting period. ASU 2023-08 also requires us to provide certain interim and annual disclosures with respect to our bitcoin holdings. Volatility in the price of bitcoin could have a material impact on the carrying value of our digital assets on our balance sheet, increase the volatility of our financial results, and it could also have adverse tax consequences, which in turn could have a material adverse effect on our financial results and the market price of our common stock.
 The broader digital assets industry, including the technology associated with digital assets, the rate of adoption and development of, and use cases for, digital assets, market perception of digital assets, and the legal, regulatory, and accounting treatment of digital assets are constantly developing and changing, and there may be additional risks in the future that are not possible to predict.
 Changes in our ownership of bitcoin could have accounting, regulatory and other impacts. While we currently intend to own bitcoin directly, we may investigate other potential approaches to owning bitcoin, including indirect ownership (for example, through ownership interests in a fund that owns bitcoin). If we were to own all or a portion of our bitcoin in a different manner, the accounting treatment for our bitcoin, our ability to use our bitcoin as collateral for additional borrowings, and the regulatory requirements to which we are subject, may correspondingly change. For example, the volatile nature of bitcoin may force us to liquidate our holdings to use it as collateral, which could be negatively effected by any disruptions in the crypto market, and if liquidated, the value of the collateral would not reflect potential gains in market value of bitcoin, all of which could negatively affect our business and implementation of our bitcoin strategy.
 Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty.
 Bitcoin and other digital assets are relatively novel and are subject to significant uncertainty, which could adversely impact their price. The application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of bitcoin.
 The U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of bitcoin or the ability of individuals or institutions such as us to own or transfer bitcoin. For example, the U.S. executive branch, the SEC, the European Union's Markets in Crypto Assets Regulation, among others have been active in recent years, and in the U.K., the Financial Services and Markets Act 2023, or FSMA 2023 became law. It is not possible to predict whether, or when, any of these developments will lead to Congress granting additional authorities to the SEC or other regulators, or whether, or when, any other federal, state or foreign legislative bodies will take any similar actions. It is also not possible to predict the nature of any such additional authorities, how additional legislation or regulatory oversight might impact the ability of digital asset markets to function or the willingness of financial and other institutions to continue to provide services to the digital assets industry, nor how any new regulations or changes to existing regulations might impact the value of digital assets generally and bitcoin specifically. The consequences of increased regulation of digital assets and digital asset activities could adversely affect the market price of bitcoin and in turn adversely affect the market price of our common stock.
 Moreover, the risks of engaging in a bitcoin treasury strategy are relatively novel and have created, and could continue to create, complications due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future.

 The growth of the digital assets industry in general, and the use and acceptance of bitcoin in particular, may also impact the price of bitcoin and is subject to a high degree of uncertainty. The pace of worldwide growth in the adoption and use of bitcoin may depend, for instance, on public familiarity with digital assets, ease of buying, accessing or gaining exposure to bitcoin, institutional demand for bitcoin as an investment asset, the participation of traditional financial institutions in the digital assets industry, consumer demand for bitcoin as a means of payment, and the availability and popularity of alternatives to bitcoin. Even if growth in bitcoin adoption occurs in the near or medium-term, there is no assurance that bitcoin usage will continue to grow over the long-term.
 Because bitcoin has no physical existence beyond the record of transactions on the bitcoin blockchain, a variety of technical factors related to the bitcoin blockchain could also impact the price of bitcoin. For example, malicious attacks by miners, inadequate mining fees to incentivize validating of bitcoin transactions, hard "forks" of the bitcoin blockchain into multiple blockchains, and advances in digital computing, algebraic geometry, and quantum computing could undercut the integrity of the bitcoin blockchain and negatively affect the price of bitcoin. The liquidity of bitcoin may also be reduced and damage to the public perception of bitcoin may occur, if financial institutions were to deny or limit banking services to businesses that hold bitcoin, provide bitcoin-related services or accept bitcoin as payment, which could also decrease the price of bitcoin. Similarly, the open-source nature of the bitcoin blockchain means the contributors and developers of the bitcoin blockchain are generally not directly compensated for their contributions in maintaining and developing the blockchain, and any failure to properly monitor and upgrade the bitcoin blockchain could adversely affect the bitcoin blockchain and negatively affect the price of bitcoin.
 Recent actions by U.S. banking regulators have reduced the ability of bitcoin-related services providers to gain access to banking services and liquidity of bitcoin may also be impacted to the extent that changes in applicable laws and regulatory requirements negatively impact the ability of exchanges and trading venues to provide services for bitcoin and other digital assets. In addition, while the current administration has expressed support regarding the development and use of digital assets as the industry has anticipated, the specific regulatory frameworks are still to be developed. Expectations around U.S. digital asset policy, including potential sentiments that the U.S. government is not moving quickly enough or not meeting policy expectations, may adversely affect the price of bitcoin.
 The availability of spot bitcoin ETPs may adversely affect the market price of our common stock.
 Although bitcoin and other digital assets have experienced a surge of investor attention since bitcoin was invented in 2008, until recently investors in the United States had limited means to gain direct exposure to bitcoin through traditional investment channels, and instead generally were only able to hold bitcoin through "hosted" wallets provided by digital asset service providers or through "unhosted" wallets that expose the investor to risks associated with loss or hacking of their private keys. Given the relative novelty of digital assets, general lack of familiarity with the processes needed to hold bitcoin directly, as well as the potential reluctance of financial planners and advisers to recommend direct bitcoin holdings to their retail customers because of the manner in which such holdings are custodied, some investors have sought exposure to bitcoin through investment vehicles that hold bitcoin and issue shares representing fractional undivided interests in their underlying bitcoin holdings. These vehicles, which were previously offered only to "accredited investors" on a private placement basis, have in the past traded at substantial premiums to net asset value, or NAV, possibly due to the relative scarcity of traditional investment vehicles providing investment exposure to bitcoin.
 On January 10, 2024, the SEC approved the listing and trading of spot bitcoin ETPs, the shares of which can be sold in public offerings and are traded on U.S. national securities exchanges. The approved ETPs commenced trading directly to the public on January 11, 2024, with a trading volume of approximately $4.6 billion on the first trading day. To the extent investors view our common stock as providing exposure to bitcoin, it is possible that the value of our common stock may also have included a premium over the value of our bitcoin due to the prior scarcity of traditional investment vehicles providing investment exposure to bitcoin, and that the value declined due to investors now having a greater range of options to gain exposure to bitcoin and investors choosing to gain such exposure through ETPs rather than our common stock.
 Although we are an operating company providing technology solutions, and we believe we offer a different value proposition than a passive bitcoin investment vehicle such as a spot bitcoin ETP, investors may nevertheless view our common stock as an alternative to an investment in an ETP, and choose to purchase shares of a spot bitcoin ETP instead of our common stock. They may do so for a variety of reasons, including if they believe that ETPs offer a "pure play" exposure to bitcoin that is generally not subject to federal income tax at the entity level as we are, or the other risk factors applicable to an operating business, such as ours. Additionally, unlike spot bitcoin ETPs, we (i) do not seek for our shares of common stock to track the value of the underlying bitcoin we hold before payment of expenses and liabilities, (ii) do not benefit from various exemptions and relief under the Exchange Act, including Regulation M, and other securities laws, which enable spot bitcoin ETPs to continuously align the value of their shares to the price of the underlying bitcoin they hold through share creation and redemption, (iii) are a Delaware corporation rather than a statutory trust, and do not operate pursuant to a trust agreement that would require us to pursue one or more stated investment objectives, and (iv) are not required to provide daily transparency as to our bitcoin holdings or our daily NAV. Furthermore, recommendations by broker-dealers to buy, hold, or sell complex products and non-traditional ETPs, or an investment strategy involving such products, may be subject to additional or heightened

 scrutiny that would not be applicable to broker-dealers making recommendations with respect to our common stock. Based on how we are viewed in the market relative to ETPs, and other vehicles that offer economic exposure to bitcoin, such as bitcoin futures ETFs and leveraged bitcoin futures ETFs, any premium or discount in our common stock relative to the value of our bitcoin holdings may increase or decrease in different market conditions. As a result of the foregoing factors, availability of spot bitcoin ETPs on U.S. national securities exchanges could have a material adverse effect on the market price of our common stock.
 Our bitcoin treasury strategy subjects us to enhanced regulatory oversight.
 As noted above in these Risk Factors, several spot bitcoin ETPs have received approval from the SEC to list their shares on a U.S. national securities exchange with continuous share creation and redemption at NAV. Even though we are not, and do not function in the manner of, a spot bitcoin ETP, it is possible that we nevertheless could face regulatory scrutiny from the SEC or other federal or state agencies due to our bitcoin holdings.
 In addition, there has been increasing focus on the extent to which digital assets can be used to launder the proceeds of illegal activities, fund criminal or terrorist activities, or circumvent sanctions regimes, including those sanctions imposed in response to the ongoing conflict between Russia and Ukraine. While we have implemented and maintain policies and procedures reasonably designed to promote compliance with applicable anti-money laundering and sanctions laws and regulations and take care to only acquire our bitcoin through entities subject to anti-money laundering regulation and related compliance rules in the United States, if we are found to have purchased any of our bitcoin from bad actors that have used bitcoin to launder money or persons subject to sanctions, we may be subject to regulatory proceedings and any further transactions or dealings in bitcoin by us may be restricted or prohibited.
 We may consider issuing debt or other financial instruments that may be collateralized by our bitcoin holdings. We may also consider pursuing strategies to create income streams or otherwise generate funds using our bitcoin holdings. These types of bitcoin-related transactions may be subject to enhanced regulatory oversight. These and any other bitcoin-related transactions we may enter into, beyond simply acquiring and holding bitcoin, may subject us to additional regulatory compliance requirements and scrutiny, including under federal and state money services regulations, money transmitter licensing requirements and various commodity and securities laws and regulations. Additional laws, guidance and policies may be issued by domestic and foreign regulators following the filing for Chapter 11 bankruptcy protection by FTX Trading, one of the world's largest cryptocurrency exchanges, in November 2022. U.S. and foreign regulators have also increased enforcement activity thereafter, and regulatory requirements continue to evolve in response to FTX Trading's collapse as well as changes in government policies regarding cryptocurrencies. Changes in the regulatory environment, including changing interpretations and the implementation of new or varying regulatory requirements by the government or any new legislation affecting bitcoin, as well as enforcement actions involving or impacting our trading venues, counterparties and custodians, may impose significant costs or significantly limit our ability to hold and transact in bitcoin.
 In addition, private actors that are wary of bitcoin or the regulatory concerns associated with bitcoin may in the future take further actions that may have an adverse effect on our business or the market price of our common stock.
 Regulatory change reclassifying bitcoin as a security could lead to our classification as an "investment company" under the Investment Company Act of 1940, as amended, or the 1940 Act, and could adversely affect the market price of bitcoin and the market price of our common stock.
 Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an "investment company" for purposes of the 1940 Act if (1) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (2) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an "investment company," as such term is defined in the 1940 Act, and are not registered as an "investment company" under the 1940 Act as of the date of this prospectus supplement.
 While senior SEC officials have stated their view that bitcoin is not a "security" for purposes of the federal securities laws, a contrary determination by the SEC could lead to our classification as an "investment company" under the 1940 Act, if the portion of our assets consists of investments in bitcoins exceeds 40% safe harbor limits prescribed in the 1940 Act, which would subject us to significant additional regulatory controls that could have a material adverse effect on our business and operations and may also require us to change the manner in which we conduct our business.
 We monitor our assets and income for compliance under the 1940 Act and seek to conduct our business activities in a manner such that we do not fall within its definitions of "investment company" or that we qualify under one of the exemptions or exclusions provided by the 1940 Act and corresponding SEC regulations. If bitcoin is determined to constitute a security for purposes of the federal securities laws, we would take steps to reduce the percentage of bitcoins that constitute investment assets under the 1940 Act. These

 steps may include, among others, selling bitcoins that we might otherwise hold for the long term and deploying our cash in non-investment assets, and we may be forced to sell our bitcoins at unattractive prices. We may also seek to acquire additional non-investment assets to maintain compliance with the 1940 Act, and we may need to incur debt, issue additional equity or enter into other financing arrangements that are not otherwise attractive to our business. Any of these actions could have a material adverse effect on our results of operations and financial condition. Moreover, we can make no assurance that we would successfully be able to take the necessary steps to avoid being deemed to be an investment company in accordance with the safe harbor. If we were unsuccessful, and if bitcoin is determined to constitute a security for purposes of the federal securities laws, then we would have to register as an investment company, and the additional regulatory restrictions imposed by 1940 Act could adversely affect the market price of bitcoin and in turn adversely affect the market price of our common stock.
 We may be subject to regulatory developments related to crypto assets and crypto asset markets, which could adversely affect our business, financial condition, and results of operations.
 As bitcoin and other digital assets are relatively novel and the application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of bitcoin. The U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of bitcoin or the ability of individuals or institutions such as us to own or transfer bitcoin. For examples, see "— Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty" above.
 If bitcoin is determined to constitute a security for purposes of the federal securities laws, the additional regulatory restrictions imposed by such a determination could adversely affect the market price of bitcoin and in turn adversely affect the market price of our common stock. See "— Regulatory change reclassifying bitcoin as a security could lead to our classification as an "investment company" under the Investment Company Act of 1940, as amended, or the 1940 Act, and could adversely affect the market price of bitcoin and the market price of our common stock" above. Moreover, the risks of us engaging in a bitcoin treasury strategy have created, and could continue to create, complications due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future.

 The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of bitcoin and adversely affect our financial condition and results of operations.
 As a result of our bitcoin treasury strategy, the majority of our cash is now concentrated in our bitcoin holdings. Accordingly, the emergence or growth of digital assets other than bitcoin may have a material adverse effect on our financial condition. While bitcoin is the largest digital asset by market capitalization as of the date of this annual report on Form 10-K, there are numerous alternative digital assets and many entities, including the U.S. government, consortiums and financial institutions, are researching and investing resources into private or permissioned blockchain platforms or digital assets that do not use proof-of-work mining like the bitcoin network. For example, in late 2022, the Ethereum network transitioned to a "proof-of-stake" mechanism for validating transactions that requires significantly less computing power than proof-of-work mining. The Ethereum network has completed another major upgrade since then and may undertake additional upgrades in the future. If the mechanisms for validating transactions in Ethereum and other alternative digital assets are perceived as superior to proof-of-work mining, those digital assets could gain market share relative to bitcoin.
 Other alternative digital assets that compete with bitcoin in certain ways include "stablecoins," which are designed to maintain a constant price because of, for instance, their issuers' promise to hold high-quality liquid assets (such as U.S. dollar deposits and short-term U.S. treasury securities) equal to the total value of stablecoins in circulation. Stablecoins have grown rapidly as an alternative to bitcoin and other digital assets as a medium of exchange and store of value, particularly on digital asset trading platforms. As of the date of this annual report on Form 10-K, two of the seven largest digital assets by market capitalization are U.S. dollar-backed stablecoins.
 Additionally, central banks in some countries have started to introduce digital forms of legal tender. For example, China's CBDC project was made available to consumers in January 2022, and governments including the European Union and Israel have been discussing the potential creation of new CBDCs. Whether or not they incorporate blockchain or similar technology, CBDCs, as legal tender in the issuing jurisdiction, could also compete with, or replace, bitcoin and other digital assets as a medium of exchange or store of value. As a result, the emergence or growth of these or other digital assets could cause the market price of bitcoin to decrease, which could have a material adverse effect on our financial condition, and operating results.
 Our intended bitcoin holdings may be less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.
 Historically, the bitcoin markets have been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of market instability, we may not be able to sell our bitcoin at favorable prices or at all. For example, a number of bitcoin trading venues temporarily halted deposits and withdrawals in 2022. As a result, our bitcoin holdings may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. Further, bitcoin we may hold with our custodians and transact with our trade execution partners may not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Additionally, we may be unable to enter into term loans or other capital raising transactions collateralized by our unencumbered bitcoin or otherwise generate funds using our bitcoin holdings, including in particular during times of market instability or when the price of bitcoin has declined significantly. If we are unable to sell our bitcoin, enter into additional capital raising transactions using bitcoin as collateral, or otherwise generate funds using our bitcoin holdings, or if we are forced to sell our bitcoin at a significant loss, in order to meet our working capital requirements, our business and financial condition could be negatively impacted.
 Due to the unregulated nature and lack of transparency surrounding the operations of many bitcoin trading venues, bitcoin trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in bitcoin trading venues and adversely affect the value of our bitcoin
 Bitcoin trading venues are relatively new and, in many cases, unregulated. Furthermore, there are many bitcoin trading venues which do not provide the public with significant information regarding their ownership structure, management teams, corporate practices and regulatory compliance. As a result, the marketplace may lose confidence in bitcoin trading venues, including prominent exchanges that handle a significant volume of bitcoin trading and/or are subject to regulatory oversight, in the event one or more bitcoin trading venues cease or pause for a prolonged period the trading of bitcoin or other digital assets, or experience fraud, significant volumes of withdrawal, security failures or operational problems.

 In 2019 there were reports claiming that 80-95% of bitcoin trading volume on trading venues was false or non-economic in nature, with specific focus on unregulated exchanges located outside of the United States. The SEC also alleged as part of its June 5, 2023, complaint that Binance Holdings Ltd. committed strategic and targeted "wash trading" through its affiliates to artificially inflate the volume of certain digital assets traded on its exchange. The SEC has also brought recent actions against individuals and digital asset market participants alleging such persons artificially increased trading volumes in certain digital assets through wash trades, or repeated buying and selling of the same assets in fictitious transactions to manipulate their underlying trading price. Such reports and allegations may indicate that the bitcoin market is significantly smaller than expected and that the United States makes up a significantly larger percentage of the bitcoin market than is commonly understood. Any actual or perceived false trading in the bitcoin market, and any other fraudulent or manipulative acts and practices, could adversely affect the value of our bitcoin. Negative perception, a lack of stability in the broader bitcoin markets and the closure, temporary shutdown or operational disruption of bitcoin trading venues, lending institutions, institutional investors, institutional miners, custodians, or other major participants in the bitcoin ecosystem, due to fraud, business failure, cybersecurity events, government-mandated regulation, bankruptcy, or for any other reason, may result in a decline in confidence in bitcoin and the broader bitcoin ecosystem and greater volatility in the price of bitcoin. For example, in 2022, each of Celsius Network, Voyager Digital, Three Arrows Capital, FTX, and BlockFi filed for bankruptcy, following which the market prices of bitcoin and other digital assets significantly declined. In addition, in June 2023, the SEC announced enforcement actions against Coinbase, Inc., and Binance Holdings Ltd., two providers of large trading venues for digital assets, which similarly was followed by a decrease in the market price of bitcoin and other digital assets. These were followed in November 2023, by an SEC enforcement action against Payward Inc. and Payward Ventures Inc., together known as Kraken, another large trading venue for digital assets. The price of our common stock may be affected by the value of our bitcoin holdings, the failure of a major participant in the bitcoin ecosystem could have a material adverse effect on the market price of our common stock.
 If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our bitcoin, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our bitcoin and our financial condition and results of operations could be materially adversely affected.
 Currently, we intend to hold any bitcoin we may own, in custody accounts at U.S.-based institutional-grade digital asset custodians. Security breaches and cyberattacks are of particular concern with respect to our bitcoin. Bitcoin and other blockchain-based cryptocurrencies and the entities that provide services to participants in the bitcoin ecosystem have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities. For example, in October 2021 it was reported that hackers exploited a flaw in the account recovery process and stole from the accounts of at least 6,000 customers of the Coinbase exchange, although the flaw was subsequently fixed and Coinbase reimbursed affected customers. Similarly, in November 2022, hackers exploited weaknesses in the security architecture of the FTX Trading digital asset exchange and reportedly stole over $400 million in digital assets from customers. A successful security breach or cyberattack could result in:

 a partial or total loss of our bitcoin in a manner that may not be covered by insurance or the liability provisions of the custody agreements with the custodians who hold our bitcoin;

 harm to our reputation and brand;

 improper disclosure of data and violations of applicable data privacy and other laws; or

 significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, contractual and financial exposure.

 Further, any actual or perceived data security breach or cybersecurity attack directed at other companies with digital assets or companies that operate digital asset networks, regardless of whether we are directly impacted, could lead to a general loss of confidence in the broader bitcoin blockchain ecosystem or in the use of the bitcoin network to conduct financial transactions, which could negatively impact us.
 Attacks upon systems across a variety of industries, including industries related to bitcoin, are increasing in frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper or illegal access to systems and information (including personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our systems or those of our third-party service providers or partners. We may experience breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities. In particular, we expect that unauthorized parties will attempt, to gain access to our systems and facilities, as well as those of our partners and third-party service providers, through various means, such as hacking, social engineering, phishing and fraud. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. In addition, certain types of attacks could harm us

 even if our systems are left undisturbed. For example, certain threats are designed to remain dormant or undetectable, sometimes for extended periods of time, or until launched against a target and we may not be able to implement adequate preventative measures. Further, there has been an increase in such activities due to the increase in work-from-home arrangements. The risk of cyberattacks could also be increased by cyberwarfare in connection with the ongoing Russia-Ukraine and Israel-Hamas conflicts, or other future conflicts, including potential proliferation of malware into systems unrelated to such conflicts. Any future breach of our operations or those of others in the bitcoin industry, including third-party services on which we rely, could materially and adversely affect our financial condition and results of operations.
 Risks Relating to Our Common Stock and Preferred Stock
 An active, liquid and orderly market for our common stock may not develop or be sustained, and you may not be able to sell your common stock without adversely affecting the price, or at all depending on volume offered for sale at any time.
 Our common stock trades on the NYSE American LLC Exchange ("NYSE American"). We cannot assure you that an active trading market for our common stock will develop or be sustained. The lack of an active market may impair your ability to sell the common stock at the time you wish to sell or at a price that you consider reasonable. An inactive market may also impair our ability to raise capital by selling common stock and may impair our ability to acquire other businesses or technologies using our common stock as consideration, which, in turn, could materially adversely affect our business.
 We are subject to the continued listing requirements of the NYSE American. If we are unable to comply with such requirements, our common stock would be delisted from the NYSE American, which would limit investors' ability to effect transactions in our common stock and subject us to additional trading restrictions.
 Our common stock is currently listed on the NYSE American. In order to maintain our listing, we must maintain certain share prices, financial and share distribution targets, including maintaining a minimum amount of shareholders' equity and a minimum number of public shareholders. In addition to these objective standards, the NYSE American may delist the securities of any issuer if, in its opinion, the issuer's financial condition and/or operating results appear unsatisfactory; if it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to make continued listing on the NYSE American inadvisable; if the issuer sells or disposes of principal operating assets or ceases to be an operating company; if an issuer fails to comply with the NYSE American's listing requirements; if an issuer's common stock sells at what the NYSE American considers a "low selling price" (generally trading below $0.20 per share for an extended period of time); or if any other event occurs or any condition exists which makes continued listing on the NYSE American, in its opinion, inadvisable.
 On December 20, 2023, we received a letter (the "Letter") from the staff of NYSE American stating that the Company's stockholders' equity as reported in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 was not in compliance with the NYSE American's continued listing standards under Section 1003(a)(iii) of the NYSE American Company Guide (the "Company Guide"). Section 1003(a)(iii) of the Company Guide requires a listed company to have stockholders' equity of $6 million or more if the listed company has reported losses from continuing operations and/or net losses in its five most recent fiscal years. The Company submitted a plan to the NYSE American on January 19, 2024 advising of actions it has taken or will take to regain compliance with the continued listing standards by June 20, 2025. On March 5, 2024, we received a notification from the NYSE American that the Company's plan to regain compliance was accepted.
 On February 12, 2024, we received a letter from the staff of NYSE American LLC (the "Exchange") stating that the Company's securities' performance of trading price is below compliance criteria pursuant to Section 1003(f)(v) of the NYSE American Company Guide, which the Exchange determined to be a 30-trading day average of less than $0.20 per share. The Company's continued listing is predicated on it demonstrating sustained price improvement within a reasonable period of time, which the Exchange has determined to be no later than August 12, 2024, or otherwise effecting a reverse stock split of its common stock.
 On May 6, 2024, the Company received a letter from the NYSE American indicating that the Company has regained compliance with the NYSE American continued listing standard set forth in Section 1003(f)(v) of the NYSE American Company Guide due to its shares of common stock demonstrating sustained price improvement.
 On December 18, 2024, the Company received a letter from the NYSE American indicating that the Company has regained compliance with the NYSE American continued listing standard set forth in Sections 1003(a)(i), (ii) and (iii) of the Company Guide. To resolve the deficiency, the Company demonstrated compliance with the applicable standards for two consecutive quarters, pursuant to Section 1009(f) of the Company Guide. Effective as of the opening of trading on December 17, 2024, the below compliance indicator was removed, and the Company's name was removed from the list of NYSE American noncompliant issuers. The Company remains subject to the NYSE American's continued listing standards.

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

 a limited availability of market quotations for our securities;

 reduced liquidity for our securities;

 a determination that our common stock is a "penny stock" which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

 a limited amount of news and analyst coverage; and

 a decreased ability to issue additional securities or obtain additional financing in the future.

 If securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.
 The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. Our research coverage by industry and financial analysts is currently limited. Even if our analyst coverage increases, if one or more of the analysts who cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.
 Shares eligible for future sale may adversely affect the market.
 From time to time, certain of our stockholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to amended Rule 144, non-affiliate stockholders may sell freely after six months subject only to the current public information requirement. Affiliates may sell after six months subject to the Rule 144 volume, manner of sale (for equity securities), and current public information and notice requirements. Any substantial sales of our common stock pursuant to Rule 144 may have a material adverse effect on the market price of our common stock.
 We could issue additional common stock, which might dilute the book value of our common stock.
 Our Board of Directors has the authority, without action or vote of our shareholders, to issue all or a part of our authorized but unissued shares. Such stock issuances could be made at a price that reflects a discount or a premium from the then-current trading price of our common stock. In addition, in order to raise capital, we have and may need to issue securities that are convertible into or exchangeable for a significant amount of our common stock. These issuances would dilute the percentage ownership interest, which would have the effect of reducing your influence on matters on which our shareholders vote and might dilute the book value of our common stock. You may incur additional dilution if holders of stock options, whether currently outstanding or subsequently granted, exercise their options, or if warrant holders exercise their warrants, whether currently outstanding or subsequently granted, to purchase shares of our common stock.
 Our common stock could be further diluted as a result of the issuance of convertible securities, warrants or options.
 In the past, we have issued convertible securities (such as convertible debentures and notes), warrants and options in order to raise money or as compensation for services and incentive compensation for our employees and directors. We have shares of common stock reserved for issuance upon the exercise of certain of these securities and may increase the shares reserved for these purposes in the future. Our issuance of these convertible securities, options and warrants could affect the rights of our stockholders, could reduce the market price of our common stock or could result in adjustments to exercise prices of outstanding warrants (resulting in these securities becoming exercisable for, as the case may be, a greater number of shares of our common stock), or could obligate us to issue additional shares of common stock to certain of our stockholders.

 We may require additional capital to support business growth, and if capital is not available to us or is available only by diluting existing stockholders, our business, operating results and financial condition may suffer.
 We may require additional capital to continue to develop and grow our business and operations, including responding to business opportunities, challenges or unforeseen circumstances, and we cannot be certain that additional financing will be available, which could limit our ability to grow and jeopardize our ability to continue our business operations. We fund our capital needs from available working capital; however, the timing of available working capital and capital funding needs may not always coincide, and the levels of working capital may not fully cover capital funding requirements. From time to time, we may need to supplement our working capital from operations with proceeds from financing activities. There can be no assurance that we will be able to obtain any additional financing on terms that are acceptable to us, or at all.
 If we raise additional funds through issuances of equity, our existing stockholders could experience significant dilution, and any new securities we issue could have rights, preferences and privileges superior to those of holders of our shares of common stock. Additionally, any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities.
 Further, a severe or prolonged economic downturn could result in a variety of risks to our business, including weakened demand for our products or services and our inability to raise additional capital when needed on acceptable terms, if at all. Failure to secure any necessary financing in a timely manner and on favorable terms could impair our ability to achieve our growth strategy, could harm our financial performance and stock price and could require us to delay or abandon our business plans. We cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact our business.
 Global economic uncertainty and financial market volatility caused by political instability, changes in international trade relationships and conflicts, such as the war in Ukraine and the Israel-Hamas war, could make it more difficult for us to access financing and could adversely affect our business and operations.
 Our ability to raise capital is subject to the risk of adverse changes in the market value of our stock. Periods of macroeconomic weakness or recession and heightened market volatility caused by adverse geopolitical developments could increase these risks, potentially resulting in adverse impacts on our ability to raise further capital on favorable terms. The impact of geopolitical tension, such as a deterioration in the bilateral relationship between the US and China or an escalation in conflict between Russia and Ukraine and the Israel-Hamas war, including any resulting sanctions, export controls or other restrictive actions that may be imposed by the US and/or other countries against governmental or other entities in, for example, Russia, also could lead to disruption, instability and volatility in global trade patterns, which may in turn impact our ability to source necessary reagents, raw materials and other inputs for our research and development operations.
 We do not intend to pay dividends.
 We do not anticipate paying cash dividends on our common stock in the foreseeable future. We may not have sufficient funds to legally pay dividends. Even if funds are legally available to pay dividends, we may nevertheless decide in our sole discretion not to pay dividends. The declaration, payment and amount of any future dividends will be made at the discretion of our board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors our board of directors may consider relevant. There is no assurance that we will pay any dividends in the future, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.
 Voting power of our shareholders is highly concentrated by insiders.
 Our officers, directors and affiliates currently beneficially own approximately 32.21% of the voting power of our voting stock. Such concentrated control of the Company may adversely affect the value of our Common Stock. If you acquire our Common Stock, you may have no effective voice in our management. Sales by our insiders or affiliates, along with any other market transactions, could affect the value of our Common Stock.
 We have 1,000,000 shares of Series A Voting Preferred Stock with super voting rights.
 Our capital stock as of the date hereof consists of common stock and Series A Voting Preferred Stock. All 1,000,000 shares of Series A Voting Preferred Stock have been issued to Mr. Michael Mo, our Chairman, and Chief Executive Officer. Each share of common stock is entitled to one (1) vote and each share of Series A Voting Preferred Stock is entitled to one hundred (100) votes on any matter on which action of the stockholders of the corporation is sought. Approximately 24.18% of Mr. Mo's voting power stems

 from his holdings of the Series A Voting Preferred Stock. The Series A Voting Preferred Stock will vote together with the common stock.
 Our articles of incorporation or the Certificate of Designation of Preferences, Rights and Limitations of the Non-convertible Series A Voting Preferred Stock do not provide for any sunset provisions that limit the lifespan of our Series A Voting Preferred Stock, including in the case of the death of a Series A Voting Preferred Stock shareholder or intra-family transfers of shares of Series A Voting Preferred Stock. The holders of Series A Voting Preferred Stock shall not be entitled to receive dividends of any kind or be entitled to any liquidation preference. The Series A Voting Preferred Stock shall not be subject to conversion into common stock or other equity authorized to be issued by the Company. See "Description of Capital Stock" for additional information regarding our Series A Voting Preferred Stock.
 In addition to the dilutive effect on the voting power and value of our common stock, the foregoing structure of our capital stock may render our common stock ineligible for inclusion in certain securities market indices, and thus adversely affect the price and liquidity of, and public sentiment regarding, our common stock or other securities. The existence of, and voting rights associated with, our Series A Voting Preferred Stock, either alone or in conjunction with certain of the other provisions of our articles of incorporation, could also have the effect of delaying, deterring or preventing a change in our control or make the removal of our management more difficult.
 Our Chairman and CEO owns our Series A Voting Preferred Stock and will be able to exert significant control over matters subject to shareholder approval.
 Michael Mo, our Chairman and CEO, currently beneficially owns common stock and Series A Voting Preferred Stock that provide him with 31.78% of the voting power of our voting stock. Therefore, even after further offerings, he will have the ability to substantially influence us through this ownership position. For example, he may be able to significantly influence elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. His interests may not always coincide with our corporate interests or the interests of other shareholders, and he may act in a manner with which you may not agree or that may not be in the best interests of our other shareholders. So long as he continues to own a significant amount of our equity, he will continue to be able to strongly influence or effectively control our decisions.
 Our articles of incorporation allow for our board to create a new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our Common Stock.
 Our Board of Directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our Board of Directors have the authority to issue up to 20,000,000 shares of our preferred stock, terms of which may be determined by the Board without further stockholder approval. As a result, our Board of Directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of Common Stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our Common Stock.
 In addition, our Board of Directors could authorize the issuance of a series of preferred stock that has greater voting power than our Common Stock or that is convertible into our Common Stock, which could decrease the relative voting power of our Common Stock or result in dilution to our existing stockholders.
 On January 26, 2024, our Board of Directors approved, authorized, and ratified the issuance of 730,000 shares of previously designated Non-convertible Series A Voting Preferred Stock to the Chairman and Chief Executive Officer of the Company, Michael Mo, for no consideration, subject to the Board reserving the full and unequivocal right to revoke, rescind, transfer or otherwise cancel the issued Non-convertible Series A Voting Preferred Stock in the event Michael Mo is removed from any position with the Company or resigns from all positions with the Company. On January 16, 2025, the Board of Directors approved the issuance of an additional 270,000 shares of Non-convertible Series A Voting Preferred Stock to the Chief Executive Officer, bringing his total holdings up to 1,000,000 shares of Series A Voting Preferred Stock.
 The issuance of up to 1,000,000 shares of Non-convertible Series A Voting Preferred Stock was previously approved and authorized by a vote of the majority stockholders of the Company and reinforces and enhances the Company's flexibility to optimize the Company's negotiating position in any potential current and/or future engagements with commercial, financial, and/or strategic parties, and to provide defenses against potential hostile third-party actions. 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.

 ITEM 1B. UNRESOLVED STAFF COMMENTS
 Smaller reporting companies such as us are not required to provide the information required by this item.

 ITEM 1C. CYBERSECURITY
 We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats. These risks include, among other things: operational risks, intellectual property theft, fraud, extortion, harm to employees or customers and violation of data privacy or security laws. Our customers, suppliers and subcontractors face similar cybersecurity threats, and a cybersecurity incident impacting us or any of these entities could materially adversely affect our operations, performance, and results of operations.
 Cyber partners are a key part of our cybersecurity infrastructure. KULR partners with leading cybersecurity companies, leveraging third-party technology and expertise. KULR engages with these partners to monitor and maintain the performance and effectiveness of products and services that are deployed in KULR's environment.
 KULR's Chief Technology Officer ("CTO"), in conjunction with our third-party providers, is responsible for assessing and managing KULR's cyber risk management program, informs senior Management regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents, and supervises such efforts. In addition, KULR has made additional investment into cybersecurity by hiring an on-premises Information Technology ("IT") Manager who will dedicate time weekly to supporting the development of KULR cyber related policies and working on enforcement with 3 rd party managed solutions providers.
 We deploy online cybersecurity training for employees and consider this a critical step in safeguarding the Company's data and assets. The training provides employees with a baseline understanding of cybersecurity fundamentals to prevent security breaches and safely identify potential threats. The training techniques to strengthen our defensive stance against the increasing number and sophistication of cyberattacks worldwide include insider attacks, phishing and email attacks and data protection. Employee completion of cybersecurity training is tracked and monitored via an online administrative portal.
 The Board of Directors oversees Management's processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives. Management briefs the Board of Directors on our cybersecurity and information security posture, and the Board of Directors is apprised of cybersecurity incidents at quarterly Board of Directors meetings.
 We maintain a cyber risk management program designed to identify, assess, manage, mitigate, and respond to cybersecurity threats. This program is integrated within the Company's enterprise risk management system and addresses both the corporate information technology ("IT") environment and customer-facing products. The underlying controls of the cyber risk management program are based on recognized best practices and standards for cybersecurity and information technology, including the National Institute of Standards and Technology ("NIST") Cybersecurity Framework ("CSF"). We conduct an annual assessment of our practices and standards against the NIST CSF. KULR is actively engaged with third-party specialists to update policies and institute controls that would ensure Cybersecurity Maturity Model Certification ("CMMC") level 2 compliance.
 Identifying and assessing cybersecurity risk is integrated into our overall risk management systems and processes. Cybersecurity risks related to our business, technical operations, privacy and compliance issues are identified and addressed through a multi-faceted approach including third party assessments, risk and compliance reviews, and meetings with KULR executives. To defend, detect and respond to cybersecurity incidents, we, among other things: conduct proactive privacy and cybersecurity reviews of systems and applications, audit applicable data policies, perform vulnerability testing using external third-party tools and techniques to test security controls, conduct employee training, monitor emerging laws and regulations related to data protection and information security and implement appropriate changes.
 We face risks from cybersecurity threats that could have a material adverse effect on our business, financial condition, results of operations, cash flows or reputation. We have experienced, and may continue to experience, cyber incidents in the normal course of our business. Although prior cybersecurity incidents have not had a material adverse effect on our business, financial condition, results of operations, or cash flows, there can be no assurance that we will not suffer a material loss in the future. For a description of the risks from cybersecurity threats that may materially affect the Company, see our risk factors under Item 1A. Risk Factors, including Significant disruptions of information technology systems, breaches of data security and other incidents could materially adversely affect our business, results of operations and financial condition.

 ITEM 2. PROPERTIES
 Our principal executive office is located at 555 Forge River Road, Suite 100, Webster, Texas 77598, and the telephone number at such address is 408-663-5247.

 ITEM 3. LEGAL PROCEEDINGS
 We are not currently a party to any legal or administrative proceedings. Our current officers and directors have not been convicted in a criminal proceeding nor have they been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.

 ITEM 4. MINE SAFETY DISCLOSURES
 Not applicable.

 ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 Market for Common Equity and Related Stockholder Matters
 Our common stock trades on the NYSE American LLC Exchange under the symbol "KULR."
 Securities Authorized for Issuance Under Equity Compensation Plans
 See Item 12, "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters," for information regarding securities authorized for issuance.
 Stock Transfer Agent
 Our stock transfer agent of our Common Stock is VStock Transfer LLC, located at 18 Lafayette Pl, Woodmere, NY 11598.
 Common Shareholders
 On March 27, 2025, we had approximately 106 record and street shareholders.
 Dividends
 The Company has not paid any dividends to date. The Company intends to employ all available funds for the growth and development of its business, and accordingly, does not intend to declare or pay any dividends in the foreseeable future.
 Recent Sales of Unregistered Securities
 There were no sales of unregistered securities during the fiscal year ended December 31, 2024 other than those transactions previously reported to the SEC on our quarterly reports on Form 10-Q and current reports on Form 8-K.
 Issuer Purchases of Equity Securities
 The Company did not repurchase any of its equity securities during the fourth quarter ended December 31, 2024.

 ITEM 6. [Reserved]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 The following discussion and analysis of the results of operations and financial condition of KULR Technology Group, Inc. ("KULR") and its wholly-owned subsidiary, KULR Technology Corporation ("KTC") (collectively referred to as "KULR" or the "Company") as of and for the years ended December 31, 2024 and 2023 should be read in conjunction with our consolidated financial statements and the notes to those consolidated financial statements that are included elsewhere in this Annual Report. References in this Management's Discussion and Analysis of Financial Condition and Results of Operations to "us", "we", "our" and similar terms refer to the Company. This Management's Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risk, uncertainties and other factors. These statements are often identified by the use of words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate," or "continue," and similar expressions or variations. Actual results could differ materially because of the factors discussed in "Risk Factors" elsewhere in this Annual Report, and other factors that we may not know.
 Overview
 KULR Technology Group, Inc., through our wholly-owned subsidiary KULR Technology Corporation, develops and commercializes high-performance thermal management technologies for batteries, electronics, and other components across an array of battery-powered applications. For aerospace and Department of Defense ("DOD") applications, our solutions target high performance applications in direct energy, hypersonic vehicles and satellite communications. For commercial applications, our main focus is a total solution to battery safety and sustainability by which we aim to mitigate the effects of thermal runaway propagation which has been

 known to cause random fires in lithium-ion ("Li-ion") batteries. This total battery safety solution can be used for electric vehicles, energy storage, battery recycling transportation, cloud computing and 5G communication devices. Our proprietary core technology is a carbon fiber material that provides what we believe to be superior thermal conductivity and heat dissipation for an ultra-lightweight and pliable material. By leveraging our proprietary cooling solutions that have been developed through longstanding partnerships with advanced technology users like NASA, the Jet Propulsion Lab and others, our products and services make commercial battery powered products safer and electronics systems cooler and lighter.
 KULR's business model continues to evolve from being a component supplier, to providing more design and testing services to our customers. The next step of evolution is to provide total system solutions to address market needs. In order to scale up as a systems provider more quickly and efficiently in (i) the Li-ion battery energy storage and recycling markets, (ii) battery cell design and safety testing, and (iii) advanced thermal management systems, such as hypersonic vehicles, KULR will actively seek partners for joint venture, technology licensing and other strategic partnership models. The goal is to leverage the Company's thermal design technology expertise to create market leading products, which KULR will take to market directly to capture more value for KULR shareholders.
 We have not yet achieved profitability and expect to continue to incur cash outflows from operations, and as a result, we will eventually need to generate significant revenues to achieve profitability. Until that time, we may continue to raise cash, as and when required, through equity or debt financings.
 Recent Developments
 Annual Revenues
 The Company reported record annual revenues of $10.7 million for 2024, as compared to its previous revenues of $9.8 million for 2023.
 Bitcoin Strategy
 On December 4, 2024, the Board approved, and the Company publicly announced its decision to include Bitcoin ("BTC") as a primary asset in its treasury program. On December 22, 2024, the Company completed its initial acquisition of BTC through Coinbase (the primary broker) and a total of 217.18 bitcoin was purchased at a weighted average price of approximately $96,696 per bitcoin, or an aggregate cost of $21 million. Subsequent to December 31, 2024, the Company purchased 449.45 Bitcoin via trade orders on Coinbase, at an average cost of $99,008 per Bitcoin for an aggregate $44,499,352. Additionally, on March 7, 2025, the Company entered into a sixty-day Machine Lease Agreement with a bitcoin mining services company to operate 2,500 S-19 bitcoin mining machines on KULR's behalf, at a total lease cost of $850,000. As of March 27, 2025, 2.48 bitcoin have been mined pursuant to the Machine Lease Agreement, at an average cost of $84,225 per bitcoin.
 At the Market Offering
 On July 3, 2024, the Company entered into an At the Market Offering agreement (the "Sales Agreement") with an agent (the "Agent"), pursuant to which the Company may, from time to time, sell shares of common stock for aggregate gross proceeds of up to $20,000,000 in "at the market" offerings through or to the Agent (the "ATM"). 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. On December 4, 2024, the Company increased the maximum aggregate offering amount of the shares of the Company's common stock issuable under the ATM from approximately $20 million to $46 million. On December 26, 2024, the Company increased the maximum aggregate offering amount of the shares of the Company's common stock issuable under the ATM by an additional $50 million, to $96 million, and the Company entered into an amendment (the "Amendment") to the Sales Agreement with the Agent, entered into on July 3, 2024, to provide that the Agent's compensation payable under the Sales Agreement shall be 2.5% of gross proceeds of any sales of shares of common stock sold under the Sales Agreement. During the year ended December 31, 2024, the Company issued a total of 74,781,217 shares of common stock pursuant to the ATM for aggregate gross proceeds of $61,912,798. During the period from January 2, 2025, through March 27, 2025, the Company has sold 19,387,610 shares of common stock pursuant to this offering, with gross proceeds of $51,122,190.
 License and Opportunities for KULR VIBE Fan Balancing Applications
 On September 29, 2024, we entered into a licensing agreement for our proprietary vibration reduction technology named KULR Xero Vibe ("KXV"). The $2.35M agreement includes a $1.1M minimum guaranteed license and royalty fee, a unique opportunity for the licensee to purchase proprietary balancing equipment directly from the Company and additional revenue upside to the Company based on volume and technology upgrades. The licensee, a leading Japanese corporation, specializing in systems integration and the

 distribution of advanced semiconductor solutions, intends to use the KXV technology to balance industrial-scale fan systems used in data center computer cooling, HVAC and other industrial applications.
 On December 29, 2024 the Company entered into a ten-year licensing agreement with a customer located in Japan, for the use of intellectual property in connection with its CF Cathode Design technology (including the specifications, diagrams, schematics and instructions (together the "KULR CF Intellectual Property") for the production of the CF Cathode (the "License"). The Agreement gives the customer the exclusive license to use the KULR CF Intellectual Property to manufacture CF Cathodes in Japan, and a non-exclusive license to manufacture CF Cathodes in several other countries, including Taiwan, China, India and Korea. The Company is exploring additional license opportunities based on geographic regions in tangential power-consuming applications, where the Company expects substantial upside revenue potential as product sales and royalty income scales along with its customers' growth.
 Change in Address of Principal Executive Offices
 In the third quarter of 2024, we moved our principal executive offices to 555 Forge River Road, Suite 100, Webster, Texas 77598.
 Issuance of Non-Convertible Series A Voting Preferred Stock
 On January 26, 2024, the Board of Directors ("Board") of the Company, following extensive strategic evaluation, including consultation with advisors, approved, authorized, and ratified the issuance of 730,000 shares of previously designated Non-convertible Series A Voting Preferred Stock to the Chairman and Chief Executive Officer of the Company, Michael Mo, subject to certain limitations as set forth below, for no consideration. 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. On January 16, 2025, the Board of Directors approved the issuance of an additional 270,000 shares of Non-convertible Series A Voting Preferred Stock ("Series A Voting Preferred") to the Chief Executive Officer, bringing his total holdings up to 1,000,000 shares of Series A Voting Preferred Stock.
 The issuance is subject to the Board reserving the full and unequivocal right to revoke, rescind, transfer or otherwise cancel the issued Non-convertible Series A Voting Preferred Stock in the event Michael Mo is removed from any position with the Company or resigns from all positions with the Company. This conditional arrangement is designed to ensure that the voting power conferred by the Non-convertible Series A Voting Preferred Stock remains tied to the active leadership of the Company. This underscores the Board's commitment to maintaining alignment with the long-term interests of the Company and its stockholders.
 The Independent Members of the Board have determined that the issuance represents a pivotal strategic move to reinforce and enhance the Company's flexibility to optimize the Company's negotiating position in any potential current and/or future engagements with commercial, financial, and/or strategic parties, and to provide defenses against potential hostile third-party actions.
 Consolidated Results of Operations
 Year Ended December 31, 2024 Compared With Year Ended December 31, 2023
 Revenue
 Our revenues consisted of the following types:

 2024

 2023

 Product sales

 $

 3,644,240

 $

 6,903,988

 Contract services

 4,406,023

 2,926,178

 IP licensing

 2,687,218

 —

 Total Revenue

 $

 10,737,481

 $

 9,830,166

 For the years ended December 31, 2024 and 2023, we generated $10,737,481 and $9,830,166 of revenue from 71 and 53 customers, respectively, representing an increase of $907,315, or 9%.
 Revenue from product sales during the year ended December 31, 2024 decreased by $3,259,748 or 47% compared to the year ended December 31, 2023. We had 53 product sales customers in 2024, compared with 39 in 2023. The decline in product revenue can be attributed to several expected 2024 orders, which management now expects to receive in a later period. We can provide no assurance as to when we will receive the expected orders. Product sales during these periods include sales of our component product, carbon fiber

 velvet ("CFV") thermal management solution, internal short circuit ("ISC") battery cells and devices, patented TRS technology, and thermal fiber thermal interface ("FTI") materials.
 Revenue from contract services during the year ended December 31, 2024 increased by $1,479,845 or 51% compared to the year ended December 31, 2023. The increase in revenue for the year ended December 31, 2024 is primarily due to growth in customers to 34 in 2024 from 17 in 2023. This work includes unique engineering design and testing projects customized for specific customers.
 Revenue from IP licensing during the year ended December 31, 2024, was $2,687,218. License revenue consists of contracts with customers for the rights to use our patented KULR VIBE technology and CF Cathode Design technology. This includes revenue from minimum royalty fees of $600,000. Minimum royalty fees consist of guaranteed amounts due to the Company for contracts with customers for the rights to use its patented KULR VIBE technology. These contracts were executed during the year ended December 31, 2024. There was no license revenue recognized prior to this period.
 Our customers and prospective customers are large organizations with multiple levels of management, controls/procedures, and contract evaluation/authorization. Furthermore, our solutions are new and do not necessarily fit into pre-existing patterns of purchase commitments. Accordingly, the business activity cycle between expression of initial customer interest to shipping, acceptance and billing can be lengthy, unpredictable, and lumpy, which can influence the timing, consistency and reporting of sales growth.
 Cost of Revenue, Gross Profit and Gross Profit Margin
 Cost of revenue consists of the cost of our products as well as labor expenses directly related to product sales or contract services.
 Product mix plays an important part in our reported average margins for any period. Because we are introducing new products at an early stage in our development cycle and the margins earned can vary significantly between periods, customers, products and services due to the learning process, customer negotiating strengths, and product mix.
 For the years ended December 31, 2024 and 2023, cost of revenues was $5,254,283 and $6,164,310, respectively, representing a decrease of $910,027, or 15%. During the years ended December 31, 2024 and 2023, gross profit was $5,483,198 and $3,665,856, respectively, an increase of $1,817,342 or 50%. Our gross profit margins were 51% and 37%, during the years ended December 31, 2024 and 2023, respectively. The increase in the current period profit margin resulted primarily from our licensing agreements that generated $2,687,218 of revenue in 2024, which had no corresponding cost of revenue.
 Research and Development
 Research and development ("R&D") includes expenses incurred in connection with the R&D of our CFV thermal management solution, high-areal-capacity battery electrodes, and 3D engineering for a rechargeable battery. Research and development expenses are charged to operations as incurred.
 For the years ended December 31, 2024 and 2023, R&D expenses were $4,738,305 and $7,135,452, respectively, representing a decrease of $2,397,147 or 34%. The decrease was comprised primarily of $2,193,643 of engineering labor and other costs charged that were reduced or redeployed to revenue-generating activities and were charged to costs of revenue, $784,827 related to a planned decrease in R&D consulting services, partially offset by an increase in building related expenses of $335,142 for the new, larger facility in Texas, and an increase in stock-based compensation of $98,525.
 We expect that our R&D expenses will increase as we expand our future operations.
 Selling, General and Administrative
 Selling, general and administrative expenses consisted primarily of stock-based compensation, marketing and advertising, salaries, payroll taxes and other benefits, Board compensation, accounting and tax, consulting fees, travel and entertainment, rent expense, office expenses, and legal and professional fees.
 For the years ended December 31, 2024 and 2023, selling, general and administrative expenses were $15,979,852 and $18,942,350, respectively, a decrease of $2,962,498, or 16%. The decrease is primarily due to a decrease in stock-based compensation of $908,574 primarily due to forfeited restricted stock units, a decrease of $881,950 in depreciation expense primarily due to leasehold improvements for the San Diego facility being fully depreciated as of June 30, 2024, a planned decrease in advertising and marketing services of $466,254, and a planned decrease in outsourced professional services of $399,508.

 Other (Expense) Income
 For the years ended December 31, 2024 and 2023, other expenses, net, were $2,288,670 and $1,281,610, respectively, representing an increase of $1,007,060 or 79%. The change is primarily attributable to an increase of $718,826 for the unrealized loss on Bitcoin holdings, an increase of $421,429 for amortization of debt discount in connection with merchant cash advances, an increase of $395,817 for the change in fair value of accrued issuable equity, partially offset by a decrease of $508,603 in interest expense due to the full repayment of the prepaid advance liability on March 27, 2024.
 Our Bitcoin Acquisition Strategy
 In December 2024, we adopted bitcoin as our primary treasury reserve asset on an ongoing basis, subject to market conditions and our anticipated cash needs. Our strategy includes acquiring and holding bitcoin using cash that exceeds our working capital requirements, and from time to time, subject to market conditions, issuing equity or debt securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase bitcoin. For example, we began issuing shares under our "at-the-market" offering program in the second half of 2024, and used proceeds from this capital markets transaction to acquire bitcoin. We view our bitcoin holdings as long term holdings and expect to continue to accumulate bitcoin. We have not set any specific target for the amount of bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional bitcoin purchases. This overall strategy also contemplates that we may periodically sell bitcoin for general corporate purposes or in connection with strategies that generate tax benefits in accordance with applicable law, enter into additional capital raising transactions, including those that could be collateralized by our bitcoin holdings, and consider pursuing strategies to create income streams or otherwise generate funds using our bitcoin holdings.
 The following table presents a summary of our bitcoin holdings, including additional information related to our bitcoin purchases and change in fair value within the period.

 Approximate

 Average Fair Value

 Digital Assets (1)

 Bitcoin Held

 Per Bitcoin (in $)

 Beginning balance at January 1, 2024

 $

 —

 —

 $

 —

 Fair value of digital assets purchased

 20,968,557

 217.18

 96,551

 Cost to acquire digital assets

 31,453

 Cost basis of digital assets held

 21,000,010

 Change in fair value of digital assets

 (718,826)

 Balance as of December 31, 2024

 $

 217.18

 $

 93,384

 (1) The source of capital used to purchase Bitcoin was primarily proceeds from ATM offerings.
 Liquidity and Capital Resources
 As of December 31, 2024 and 2023, we had cash balances of $29,831,858 and $1,194,764, respectively, and working capital (deficit) of $29,498,421 and $(2,994,753), respectively. As of December 31, 2024 and 2023, we had Bitcoin holdings of $20,281,184 and $0, respectively.
 For the years ended December 31, 2024 and 2023, cash used in operating activities was $17,341,675 and $11,965,387, respectively. Our cash used in operations for the year ended December 31, 2024 was primarily attributable to our net loss of $17,523,629, adjusted for non-cash expenses in the aggregate amount of $7,087,296, as well as $6,905,342 of net cash used to fund changes in the levels of operating assets and liabilities. Our cash used in operations for the year ended December 31, 2023 was primarily attributable to our net loss of $23,693,556, adjusted for non-cash expenses in the aggregate amount of $6,841,833, as well as $4,886,336 of net cash generated by changes in the levels of operating assets and liabilities.
 For the years ended December 31, 2024 and 2023, cash used in investing activities was $21,596,192 and $1,046,113, respectively. Cash used in investing activities during the year ended December 31, 2024 was related to investments in digital assets of $21,000,010, purchases of property and equipment of $573,444 and deposits paid for purchases of property and equipment of $22,738. Cash used in investing activities during the year ended December 31, 2023 was related to deposits paid for purchases of property and equipment of $644,963, purchases of property and equipment of $266,150, and an acquisition of intangible assets of $135,000.

 For the years ended December 31, 2024 and 2023, cash provided by financing activities was $67,574,961 and $3,872,701, respectively. Financing activities during the year ended December 31, 2024 was primarily due to net proceeds from ATM equity financing totaling $60,131,816, proceeds from SEPA Advance Notices totaling $9,104,949, net proceeds from notes payable totaling $2,563,900, and proceeds from the exercise of stock options totaling $23,455, partially offset by notes payable repayments of $3,341,597, repurchase of common stock of $500,000, and payments for deferred financing costs of $406,109. Financing activities during the year ended December 31, 2023 consisted primarily of net proceeds from equity financing totaling $3,456,950, net proceeds from prepaid advance liability debt financing totaling $1,970,000, and proceeds from notes payable of $250,000, partially offset by debt repayments totaling $1,575,000 and the repurchase of common stock totaling $229,249.
 As of December 31, 2024, future cash requirements for our current liabilities include $3,199,961 for accounts payable and accrued expenses, $599,425 for secured promissory notes and $495,931 for future payments under operating and finance leases. Future cash requirements for long-term liabilities include $822,602 for future payments under operating and finance leases.
 Our primary source of liquidity has historically been cash generated from equity and debt offerings. Under ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern ("ASC 205-40"), we have the responsibility to evaluate whether conditions and/or events raise substantial doubt about our ability to meet future financial obligations as they become due within one year after the date that the financial statements are issued. We have a history of recurring net losses, recurring use of cash in operations and declining working capital. During the year ended December 31, 2024, the Company received gross proceeds of $61,912,798 pursuant to the ATM. Given our December 31, 2024 cash, Bitcoin and working capital balances, there is no substantial doubt about the Company's ability to meet its obligations as they become due within the twelve months from the date these consolidated financial statements are available to be issued.
 While no assurance can be provided that we will be successful in raising additional capital from the ATM. During the year ended December 31, 2024, we received aggregate gross proceeds of $61,912,798. 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.
 As of March 27, 2025, our cash and Bitcoin balances were approximately $25 million and $58 million, respectively.
 Off-Balance Sheet Arrangements
 There are no off-balance sheet arrangements between us and any other entity that have, or are reasonably likely to have, a current or future effect on financial conditions, changes in financial conditions, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
 Critical Accounting Estimates
 We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles, which require our management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial results will be affected. The accounting policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results are described below.
 We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are items within our financial statements that require estimation but are not deemed critical, as defined above.
 Recently Issued Accounting Pronouncements
 See Note 2 – Summary of Significant Accounting Policies of our consolidated financial statements included within this Annual Report for a summary of recently issued and adopted accounting pronouncements.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 We are a smaller reporting company, as defined by Rule 229.10(f)(1) and are not required to provide the information required by this Item.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 See "Index to Consolidated Financial Statements" which appears on page F-1 of this Annual Report on Form 10-K.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 None.

 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.

 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, modified 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.

 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

 Chief Executive Officer and Chairman

 Dr. William Walker

 Director, Chief Technology Officer

 Shawn Canter

 Chief Financial Officer

 Michael Carpenter

 Vice President of Engineering

 Dr. Joanna Massey

 Lead Director

 Donna Grier

 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 Cond 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

 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 Cond 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

 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  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

 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.

 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

 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.

 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 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

 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.

 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.

 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)

 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)

 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.

 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

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *

 Filed herewith.

 **

 Furnished herewith.

 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.

 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

 Michael Mo

 By:

 /s/ Shawn Canter

 Chief Financial Officer

 Shawn Canter

 By:

 /s/ William Walker

 Chief Technology Officer

 William Walker

 By:

 /s/ Joanna Massey

 Lead Director

 Joanna Massey

 By:

 /s/ Donna Grier

 Director

 Donna Grier

 KULR TECHNOLOGY GROUP INC. AND SUBSIDIARY
 CONSOLIDATED FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 688)

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

 Consolidated Statement of Changes in Stockholders' Equity (Deficit) for the Year Ended December 31, 2024

 Consolidated Statement of Changes in Stockholders' Equity (Deficit) for the Year Ended December 31, 2023

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

 Notes to Consolidated Financial Statements

 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

 CONSOLIDATED BALANCE SHEETS

 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

 —

 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

 —

 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

 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.

 CONSOLIDATED STATEMENTS OF OPERATIONS

 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

 —

 ( 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

 $

 $

 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.

 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
 FOR THE YEAR ENDED DECEMBER 31, 2024

 Series A

 Additional

 Total

 Preferred Stock

 Paid-In

 Accumulated

 Stockholders'

 Capital

 Deficit

 Equity (Deficit)

 Balance - January 1, 2024

 —

 $

 —

 134,031,669

 $

 13,403

 $

 64,387,717

 131,162

 $

 $

 ( 66,287,594)

 $

 ( 2,182,696)

 Preferred stock issued for no consideration

 730,000

 —

 —

 ( 73)

 —

 —

 —

 —

 Common stock issued upon the exercise of options

 —

 —

 25,841

 23,452

 —

 —

 —

 23,455

 Common stock issued upon the exercise of warrants

 —

 —

 1,472,460

 ( 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)

 —

 —

 —

 —

 Restricted stock awards forfeited and returned to the Company

 —

 —

 ( 50,000)

 ( 5)

 —

 —

 —

 —

 Restricted stock units vested

 —

 —

 1,102,127

 ( 110)

 —

 —

 —

 —

 Common stock issued for services

 —

 —

 825,373

 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

 —

 —

 —

 —

 —

 —

 —

 Balance - December 31, 2024

 730,000

 $

 264,801,650

 $

 26,480

 $

 141,508,877

 131,162

 $

 $

 ( 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.

 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEAR ENDED DECEMBER 31, 2023

 Additional

 Total

 Paid-In

 Accumulated

 Stockholders'

 Capital

 Deficit

 Equity (Deficit)

 Balance - January 1, 2023

 113,202,749

 $

 11,320

 $

 53,372,673

 131,162

 $

 ( 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

 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

 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)

 —

 —

 —

 —

 Unvested restricted stock awards canceled

 ( 140,000)

 ( 14)

 —

 —

 —

 —

 Common stock issued for services

 551,323

 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

 —

 —

 —

 —

 —

 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.

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 2024

 2023

 Cash Flows From Operating Activities:

 Net loss

 $

 $

 Adjustments to reconcile net loss to net cash used in operating activities:

 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.

 CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

 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

 $

 $

 —

 Common shares issued for restricted stock units vested

 $

 $

 —

 Preferred shares issued for no consideration

 $

 $

 —

 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.

 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.

 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

 2024

 2023

 2024

 2023

 Customer A

 %

 *

 %

 *

 Customer B

 *

 %

 *

 *

 Customer C

 %

 *

 %

 *

 Customer D

 *

 *

 %

 *

 Customer E

 *

 *

 *

 %

 Customer F

 *

 *

 *

 %

 Customer G

 *

 *

 *

 %

 Total

 %

 %

 %

 %

 * 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,

 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

 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:

 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.

 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.
 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.

 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:

 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

 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.

 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.

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

 2024

 2023

 Numerator:

 Net loss

 $

 $

 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:

 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

 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

 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

 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

 $

 Total

 217.18

 $

 21,000,010

 $

 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

 $

 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.

 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:

 2024

 2023

 Deferred expenses

 $

 405,463

 $

 59,089

 Marketing and advertising

 285,000

 —

 Compensation costs

 275,000

 375,000

 Other receivables

 52,981

 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:

 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.

 NOTE 8 – INTANGIBLE ASSETS
 The Company's intangible assets consist of the following:

 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.

 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:

 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.

 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)

 —

 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)

 —

 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.

 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.

 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:

 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

 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)

 —

 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.

 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

 %

 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.

 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

 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

 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.

 The tax effects of temporary differences that give rise to deferred tax assets and liabilities are presented below:

 For The Years Ended

 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.

 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.

 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.
 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.

 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.
 As of December 31, 2024 and 2023, the Company has 131,162 shares held in treasury recorded at their cost of $ 296,222.
 A summary of warrants activity during the year ended December 31, 2024 is presented below:

 Exercise

 Remaining

 Intrinsic

 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

 $

 1.06

 1.0

 $

 1,769,137

 Exercisable, December 31, 2024

 $

 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

 Outstanding

 Exercisable

 Exercise

 Remaining Life

 Price

 In Years

 $

 1.25

 177,885

 1.0

 177,885

 $

 1.00

 533,334

 1.0

 533,334

 1.0

 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

 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:

 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

 Range of

 Outstanding

 Exercisable

 Exercise

 Remaining Term

 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

 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

 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

 %

 %

 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

 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.

 Restricted Stock Units
 The following table presents information related to RSUs as of December 31, 2024:

 Weighted Average

 Shares of Restricted

 Grant Date

 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.

 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.

 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.
 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.