KULR Technology Group, Inc. (KULR)

CIK: 0001662684. SIC: 3670 Electronic Components & Accessories. Latest 10-K as of: 2026-03-31.

SIC breadcrumb: Manufacturing > Electronic And Other Electrical Equipment And Components, Except Computer Equipment > SIC 3670 Electronic Components & Accessories

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1662684. Latest filing source: 0001104659-26-037918.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-31. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001662684.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-14. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001662684.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001104659-26-061180.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-14. Report date: 2026-03-31.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 March 31, 2026 and for the three months ended March 31, 2026 and 2025 should be read in conjunction with our unaudited condensed consolidated financial statements and the notes to those unaudited condensed consolidated financial statements that are included elsewhere in this Quarterly 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 Quarterly Report, and other factors that we may not know. There have been no material changes to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K which was filed with the SEC on March 31, 2026, unless disclosed elsewhere in this Quarterly Report.

Overview

KULR designs and builds advanced battery systems for autonomous platforms, digital infrastructure, e-mobility and Space – sold as a product or delivered as service subscription. The Company addresses two primary constraints in electrification: thermal management and safety. As energy and power density increase across aerospace, autonomous machines, digital infrastructure and industrial applications, managing heat generation, current density, and propagation risk becomes essential to system reliability and survivability.

KULR is establishing a fully integrated battery energy storage system design and production infrastructure in Houston, Texas. KULR brings battery pack design, prototyping, testing, certification, and manufacturing; as well as battery management system software and electronics design capabilities together under one roof. This full-stack approach enables faster development cycles and rapid transition from prototype to cost-effective volume production. The facility is designed to build high-power and high-energy battery packs that require advanced thermal, mechanical, and safety engineering. With domestic supply chain alignment and scalable production capacity, KULR is positioning itself as a leading manufacturer of advanced battery packs for mission-critical and high-performance applications in the United States.

KULR VIBE is a vibration-reduction technology designed to improve performance and reliability in high-speed and rotor-driven systems. Derived from vibration management solutions used in defense helicopters for over 20 years, it addresses excess vibration that reduces efficiency, increases mechanical wear, and shortens vehicle lifespan. KULR VIBE enables motors, rotating assemblies, and sensitive electronics to operate more smoothly and efficiently across a range of applications, including helicopters, drones, performance vehicles, wind turbines, and other electric and autonomous systems.

Recent Developments

Caban Asset Acquisition

On December 24, 2025 (the “Acquisition Date”), we entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Caban Systems, Inc. (“Caban”), a Miami-based renewable energy services and technology company, pursuant to which we acquired certain equipment and software used for the development, manufacture, and supply of Underwriters Laboratories (“UL”)-certified battery packs in exchange for a purchase price of $2,515,987 (the “Acquisition”). We paid cash of $1,921,127 on the Acquisition Date, with the remainder of $594,860 (“Holdback Amount”) to be paid in cash during 2026 based on timing of completion of delivery and installation of the equipment at our facility. If we suffer any damages related to the Acquisition for which we are indemnified and that are not cured by Caban, the Holdback Amount may be setoff against payments for such damages that would otherwise be paid by Caban. As of March 31, 2026, the remaining balance of the Holdback Amount was $348,601.

In connection with the Purchase Agreement, we entered into a Transition Services Agreement (the “TSA”) with Caban, whereby both parties agreed to work together for approximately ninety days after the equipment is installed at our facility, to ensure a smooth transition of the manufacturing of the Battery Packs from Caban to KULR. In consideration for the transition services, we will pay Caban service fees not to exceed $500,000 in the aggregate unless otherwise agreed in writing. During the three months ended March 31, 2026, we incurred expenses in connection with the TSA of approximately $100,000.

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Credit Agreement

In July 2025, we secured a $20 million credit facility (which has no fixed termination date) with Coinbase, our digital assets custodian (the “Custodian”). Pursuant to the terms of the agreement, either party may terminate a loan on a termination date established by notice given to the other party prior to the close of business on any day that is a calendar day. On July 8, 2025, we borrowed $8 million (“Initial Drawdown”) which was repaid on October 15, 2025. On March 27, 2026, we borrowed $5 million (the “Second Drawdown”) against the facility. The Second Drawdown bears a 7% loan fee, and we segregated 125 Bitcoin (“BTC”) as collateral against this loan. The Second Drawdown is subject to the terms and conditions of the Master Loan Agreement. As of March 31, 2026, the full $5 million of principal was outstanding and we incurred interest in the amount of $4,795 pursuant to the Second Drawdown.

On May 13, 2026, we borrowed an additional $15 million (the “Third Drawdown”) against the $20 million credit facility with Coinbase. The Third Drawdown bears a 7% loan fee rate per annum, paid monthly, with no scheduled maturity date. We segregated 300 BTC as collateral against this loan. The Third Drawdown is subject to the terms and conditions of the Master Loan Agreement.

Bitcoin Strategy

As of March 31, 2026, we had two machine lease agreements (“Machine Lease Agreements”) with digital asset mining services providers related to the operation of digital asset mining machines. On July 30, 2025, we entered into a one-year mining services agreement and on October 1, 2025, we entered into a two-year mining services agreement with a digital asset mining services company. During the three months ended March 31, 2026, the Company did not purchase BTC and 8.80 BTC were earned from mining operations at an average value of $75,263 per BTC. See the section “Our Bitcoin Acquisition Strategy” below for further information regarding our Bitcoin purchases, including the source of capital used to purchase Bitcoin.

Departure and Appointment of Directors

On April 28, 2026, the holder of a majority of the outstanding voting stock of the Company, acting by written consent in lieu of a stockholder meeting, removed Dr. Joanna Massey, Donna Grier, Aron Schwartz, and Shawn Canter from the Company’s Board of Directors and appointed Mr. Ben Frank, a Director of Workforce AI Solution Engineering at Microsoft Corporation, and Dr. Mike Kimel, a specialist in pricing and profit optimization, as directors, effective immediately. Each newly appointed director will serve until the Company’s next annual meeting of stockholders or until his successor has been duly elected and qualified. As a result of these actions, the Company’s Board of Directors was reduced to three members, a majority of whom are independent. These changes were undertaken as part of the Company’s ongoing efforts to reduce selling, general and administrative expenses and improve operating efficiency in 2026.

Facility Lease

On May 12, 2026, we executed a 3-year lease agreement for a new facility located in Houston, Texas. The facility is approximately 24,700 rentable square feet and monthly rent is $30 thousand, which consists of base rent plus common area maintenance costs. We will pay a security deposit of $70 thousand and secure a letter of credit in the amount of $0.3 million within sixty days of the effective date of the agreement.

At the Market Offering

As of December 22, 2025, the Company decided to pause its ATM transactions through June 30, 2026. During the three months ended March 31, 2026, the Company did not issue any shares of common stock pursuant to the ATM Agreement.

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Reverse Stock Split

On June 23, 2025, the Company effected a reverse stock split wherein each 8 shares of common stock outstanding immediately prior to the effective date was combined and converted into one share of common stock. All share and per share amounts have been adjusted to reflect the Reverse Stock Split.

Results of Operations

Three Months Ended March 31, 2026, Compared With Three Months Ended March 31, 2025

Revenue

​

​

​

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

For the Three Months Ended

  ​ ​ ​

​

​

  ​ ​ ​

March 31, 

​

Variances

​

​

​

2026

  ​ ​ ​

2025

  ​ ​ ​

$

  ​ ​ ​

%

​

Product sales

​

$

2,133,238

​

$

1,160,559

​

$

972,679

​

84

%

Contract services

​

682,645

​

1,038,293

​

(355,648)

​

(34)

%

Grant revenue

​

​

1,368,236

​

​

—

​

​

1,368,236

​

N/A

​

Mining of digital assets

​

​

662,311

​

​

249,754

​

​

412,557

​

165

%

Total Revenue

​

$

4,846,430

​

$

2,448,606

​

$

2,397,824

​

98

%

​

For the three months ended March 31, 2026 and 2025, we generated $4.8 million and $2.4 million, respectively, of revenues from 26 customers in each period.

We had 19 product sales customers in the first quarter of 2026, compared with 16 in the first quarter of 2025. Product sales during these periods include sales of our component product, fiber thermal interface solutions (“FTI”), battery production, internal short circuit battery cells and devices, patented thermal runaway shield technology (“TRS”), phase change material (“PCM”) heatsinks, and KULR SafeCases. The increase in product revenue is primarily due to large sales of FTI and KULR One products to three new customers with whom we did not have contracts during the three months ended March 31, 2025.

We had 12 contract services customers in each of the first quarters of 2026 and 2025. Although the number of customers was unchanged, the decrease in revenue was primarily driven by two large long term contracts that were completed during the three months ended March 31, 2025. Contract services revenue includes unique engineering design and testing projects customized for specific customers.

Grant revenue during the three months ended March 31, 2026 was $1.4 million related to the reimbursement of R&D expenses. Grant revenue consists of an award from the Texas Space Commission to perform research and development of cold-temperature lithium-ion battery solutions for the next generation of Lunar and Martian missions which is part of our ongoing major or central activities. The contract award was executed on September 23, 2025. Revenue is earned on the award once specific grant conditions have been met, which is generally when the costs relevant to the condition have been incurred by the Company. There was no grant revenue recognized for the three months ended March 31, 2025.

Revenue from mining of digital assets during the three months ended March 31, 2026 was $0.7 million. The Company continued it

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-03-31. Report date: 2025-12-31.

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

The following discussion and analysis of the results of operations and financial condition of KULR Technology Group, Inc. (“KULR”) and its wholly-owned subsidiary, KULR Technology Corporation (“KTC”) (collectively referred to as “KULR” or the “Company”) as of and for the years ended December 31, 2025 and 2024 should be read in conjunction with our consolidated financial statements and the notes to those consolidated financial statements that are included elsewhere in this Annual Report. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to the Company. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risk, uncertainties and other factors. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Actual results could differ materially because of the factors discussed in “Risk Factors” elsewhere in this Annual Report, and other factors that we may not know.

Overview

KULR designs and builds advanced battery systems for autonomous platforms, digital infrastructure, e-mobility and Space – sold as a product or delivered as service subscription. The Company addresses two primary constraints in electrification: thermal management and safety. As energy and power density increase across aerospace, autonomous machines, digital infrastructure and industrial applications, managing heat generation, current density, and propagation risk becomes essential to system reliability and survivability.

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KULR is establishing a fully integrated battery energy storage system design and production infrastructure in Houston, Texas. KULR brings battery pack design, prototyping, testing, certification, and manufacturing; as well as battery management system software and electronics design capabilities together under one roof. This full-stack approach enables faster development cycles and rapid transition from prototype to cost-effective volume production. The facility is designed to build high-power and high-energy battery packs that require advanced thermal, mechanical, and safety engineering. With domestic supply chain alignment and scalable production capacity, KULR is positioning itself as a leading manufacturer of advanced battery packs for mission-critical and high-performance applications in the United States.

KULR VIBE is a vibration-reduction technology designed to improve performance and reliability in high-speed and rotor-driven systems. Derived from vibration management solutions used in defense helicopters for over 20 years, it addresses excess vibration that reduces efficiency, increases mechanical wear, and shortens vehicle lifespan. KULR VIBE enables motors, rotating assemblies, and sensitive electronics to operate more smoothly and efficiently across a range of applications, including helicopters, drones, performance vehicles, wind turbines, and other electric and autonomous systems.

Recent Developments

Annual Revenues

The Company reported record annual revenues of $16.2 million for 2025, as compared to its previous revenues of $10.7 million for 2024.

Investments, Impairment and Credit Losses

During the year ended December 31, 2025, the Company made two investments in a private German entity (the “Investee”), including Series A7 Preferred Shares and a convertible loan receivable of $3.3 million and $2.1 million, respectively. In addition, the Company had accounts receivable of $0.8 million due from Investee, who was also a customer. On November 13, 2025, the Investee filed an application with a German insolvency court to open insolvency proceedings. As a result, as of December 31, 2025, the Company has fully impaired or recognized credit losses associated with the Company’s investments and accounts receivable associated with the Investee. During the fourth quarter of 2025, the Company determined that it would not pursue additional sales of exoskeleton products and, accordingly, recorded an inventory reserve of $0.5 million, bringing the net carrying value of its on-hand exoskeleton inventory down to zero.

Bitcoin Treasury Strategy

On December 4, 2024, the Board approved, and the Company publicly announced its decision to include BTC as a primary asset in its treasury program. During the year ended December 31, 2025, the Company purchased 783.81 BTC via trade orders on Coinbase (the “Custodian”), at an average cost of $101,683 per BTC, inclusive of fees and expenses, for an aggregate cost of $79.7 million.

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

Mining of Digital Assets

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

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

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At the Market Offerings

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

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

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

License and Opportunities for KULR VIBE Fan Balancing Applications

On September 29, 2024, we entered into a licensing agreement for our proprietary vibration reduction technology named KULR Xero Vibe (“KXV”). The deal includes a $1.1 million minimum guaranteed license and royalty fee, a unique opportunity for the licensee to purchase proprietary balancing equipment directly from the Company and additional revenue upside to the Company based on volume and technology upgrades. The licensee is a Japanese corporation specializing in systems integration and the distribution of advanced semiconductor solutions. During the year ended December 31, 2025, the Company entered into a Master Vehicles Agreement that permits the application of its Zero Vibe technology in automotive platforms. The Company continues to explore additional license opportunities.

License and Opportunities for CF Cathode Design Technology

On December 29, 2024 the Company entered into a ten-year licensing agreement with a customer located in Japan, for the use of intellectual property in connection with its CF Cathode Design technology (including the specifications, diagrams, schematics and instructions (together the “KULR CF Intellectual Property”) for the production of the CF Cathode. The agreement gives the customer the exclusive license to use the KULR CF Intellectual Property to manufacture and sell CF Cathodes in Japan, and a non-exclusive license to manufacture and sell CF Cathodes in several other countries, including Taiwan, China, India and Korea. Pursuant to this license agreement, the total contract value is $1.8 million, of which the Company recognized $1.7 million in revenue for the year ended December 31, 2024. There was no revenue recognized for the year ended December 31, 2025 under this license agreement. In addition, $0.1 million will be recognized as interest income over the term of the agreement as a result of a significant financing component.

Reverse Stock Split

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

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

Credit Agreement

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

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

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

Consolidated Results of Operations

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

Revenue

Our revenues consisted of the following types:

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​

​

​

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

For the Years Ended

  ​ ​ ​

​

​

​

December 31, 

​

Variances

​

​

2025

  ​ ​ ​

2024

​

$

  ​ ​ ​

%

Product sales

​

$

5,052,771

​

$

3,644,240

​

$

1,408,531

​

39

%

Contract services

​

2,201,333

​

4,406,023

​

(2,204,690)

​

(50)

%

IP license

​

​

—

​

​

2,687,218

​

​

(2,687,218)

​

(100)

%

Grant revenue

​

​

1,886,376

​

​

—

​

​

1,866,376

​

N/A

​

Mining of digital assets

​

​

7,029,924

​

​

—

​

​

7,029,924

​

N/A

​

Total Revenue

​

$

16,170,404

​

$

10,737,481

​

$

5,432,923

​

51

%

​

For the years ended December 31, 2025 and 2024, we generated $16.2 million and $10.7 million of revenue from 60 and 71 customers, respectively.

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

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Table of Contents

We had 34 contract services customers in 2025, compared with 34 in 2024. The decrease in revenue is primarily due to a large contract earned during 2024 which generated $0.7 million of service revenues, along with a significant reduction in two other contracts in 2025. Service revenue includes unique engineering design and testing projects customized for specific customers.

Revenue from IP licensing during the year ended December 31, 2024, was $2.6 million. License revenue consists of contracts with customers for the rights to use our patented KULR VIBE technology and CF Cathode Design technology. License revenue consists of certain guaranteed minimum royalty amounts. These contracts were executed during the year ended December 31, 2024. There was no license revenue recognized during the year ended December 31, 2025.

Our solutions are new and do not necessarily fit into pre-existing patterns of purchase commitments. Accordingly, the business activity cycle between expression of initial customer interest to shipping, acceptance and billing can be lengthy, unpredictable, and lumpy, which can influence the timing, consistency and reporting of sales growth.

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

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

Cost of Revenue, Gross Profit and Gross Profit Margin

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

For the Year Ended

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

​

  ​ ​ ​

​

​

December 31, 2025

​

Gross Profit

​

​

Revenue

  ​ ​ ​

COGS

  ​ ​ ​

$

  ​ ​ ​

%  

Gross Margins

​

​

​

​

​

​

​

​

​

​

​

​

Product sales

​

$

5,052,771

​

$

4,978,205

​

$

74,566

​

1.0

%

Contract services

​

2,201,333

​

2,930,453

​

(729,120)

​

(33.0)

%

Grant revenue

​

1,886,376

​

—

​

1,886,376

​

100.0

%

Mining of digital assets

​

7,029,924

​

7,490,774

​

(460,850)

​

(6.6)

%

Total

​

$

16,170,404

​

$

15,399,432

​

$

770,972

​

4.8

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

For the Year Ended

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

​

  ​ ​ ​

  ​

​

​

December 31, 2024

​

Gross Profit

​

​

Revenue

  ​ ​ ​

COGS

  ​ ​ ​

$

  ​ ​ ​

%    

Gross Margins

​

  ​

​

  ​

​

  ​

​

  ​

  ​

Product sales

​

$

3,644,240

​

$

1,975,610

​

$

1,668,630

​

45.8

%

Contract services

​

4,406,023

​

3,278,673

​

1,127,350

​

25.6

%

IP license

​

2,687,218

​

—

​

2,687,218

​

100.0

%

Total

​

$

10,737,481

​

$

5,254,283

​

$

5,483,198

​

51.1

%

​

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

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

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Table of Contents

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

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

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

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

Research and Development

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

For the Years Ended

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

​

  ​ ​ ​

​

​

December 31,

​

Variances

​

​

2025

  ​ ​ ​

2024

  ​ ​ ​

$

  ​ ​ ​

%  

Operating Expenses

​

  ​

​

  ​

​

  ​

​

  ​

​

Research and development

​

$

10,755,036

​

$

4,738,305

​

$

6,016,731

​

127

%

Total research and development

​

$

10,755,036

​

$

4,738,305

​

$

6,016,731

​

127

%

​

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

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

Selling, General and Administrative

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

For the Years Ended

  ​ ​ ​

  ​ ​ ​

​

  ​ ​ ​

  ​ ​ ​

​

​

December 31,

​

Variances

​

​

2025

  ​ ​ ​

2024

  ​ ​ ​

$

  ​ ​ ​

%    

Operating Expenses

​

  ​

​

  ​

​

  ​

  ​

​

Selling, general, and administrative

​

$

27,696,969

​

$

15,979,852

​

$

11,717,117

73

%

Total selling, general, and administrative

​

$

27,696,969

​

$

15,979,852

​

$

11,717,117

73

%

​

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

32

Table of Contents

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

Credit Losses on Accounts Receivable

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

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

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

​

​

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

For the Years Ended

  ​ ​ ​

​

  ​ ​ ​

​

​

​

​

December 31,

​

Variances

​

​

2025

  ​ ​ ​

2024

  ​ ​ ​

$

  ​ ​ ​

%

Operating Expenses

​

  ​

​

  ​

​

  ​

​

  ​

Impairment of finance lease right-of-use asset

​

$

905,630

​

$

—

​

$

905,630

​

N/A

Impairment of property and equipment

​

625,967

​

—

​

625,967

​

N/A

Impairment of intangible assets

​

202,058

​

—

​

202,058

​

N/A

Impairment of equipment deposits

​

1,355,174

​

—

​

1,355,174

​

N/A

Total impairment expense

​

$

3,088,829

​

$

—

​

$

3,088,829

​

N/A

​

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

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Table of Contents

Other Income (Expense)

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

For the Years Ended

  ​ ​ ​

  ​

  ​ ​ ​

​

  ​

​

​

December 31,

​

Variances

​

​

2025

  ​ ​ ​

2024

  ​ ​ ​

$

  ​ ​ ​

%  

Other income (expense)

​

  ​

​

  ​

​

  ​

​

  ​

​

Unrealized loss on digital assets

​

$

(13,800,041)

​

$

(718,826)

​

$

(13,081,215)

​

1,820

%

Impairment of equity investment

​

(3,325,045)

​

—

​

(3,325,045)

​

N/A

​

Credit loss on loan receivable

​

(2,127,565)

​

—

​

(2,127,565)

​

N/A

​

Amortization of debt discount

​

(82,878)

​

(1,151,659)

​

1,068,781

​

(93)

%

Interest income (expense), net

​

403,327

​

(199,242)

​

602,569

​

(302)

%

Change in fair value of accrued issuable equity

​

(17,075)

​

(228,777)

​

211,702

​

(93)

%

All other

​

50,000

​

9,834

​

40,166

​

408

%

Total other expense

​

$

(18,899,277)

​

$

(2,288,670)

​

$

(16,610,607)

​

726

%

​

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

Our Bitcoin Acquisition Strategy

In December 2024, we adopted BTC as our primary treasury reserve asset on an ongoing basis, subject to market conditions and our anticipated cash needs. Our strategy includes acquiring and holding BTC using cash that exceeds our working capital requirements, and from time to time, subject to market conditions, issuing equity or debt securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase BTC. For example, we began issuing shares under our ATM offering program in the second half of 2024, and used proceeds from these capital markets transactions to acquire BTC. We view our BTC holdings as long term holdings and will continue to assess the merits of accumulating additional BTC. We have not set any specific target for the amount of BTC we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional BTC purchases. This overall strategy also contemplates that we may periodically sell BTC for general corporate purposes or in connection with strategies that generate tax benefits in accordance with applicable law, enter into additional capital raising transactions, including those that could be collateralized by our BTC holdings, and consider pursuing strategies to create income streams or otherwise generate funds using our BTC holdings.

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

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

34

Table of Contents

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

​

​

Weighted

​

​

​

​

​

​

​

Average 

​

  ​ ​ ​

Digital Assets(1)

  ​ ​ ​

Bitcoin Held

  ​ ​ ​

Per Bitcoin

Fair value as of December 31, 2024

​

$

20,281,184

​

​

217.18

​

$

93,384

Digital assets purchased

​

79,700,002

​

783.81

​

101,683

Digital assets mined

​

​

7,029,924

​

​

65.79

​

​

106,854

Digital assets received as downtime credits

​

​

784,187

​

​

7.43

​

​

105,543

Change in fair value of digital assets

​

(13,800,041)

​

—

​

—

Fair value as of December 31, 2025

​

$

93,995,256

​

​

1,074.21

​

$

87,502

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

Liquidity and Capital Resources

As of December 31, 2025 and 2024, we had cash balances of $13.3 million and $29.8 million, respectively, and working capital of $19.3 million and $29.5 million, respectively. As of December 31, 2025 and 2024, we had BTC holdings of $94.0 million and $20.3 million, respectively.

For the years ended December 31, 2025 and 2024, cash used in operating activities was $45.0 million and $17.3 million, respectively. Our cash used in operations for the year ended December 31, 2025 was primarily attributable to our net loss of $61.9 million, adjusted for non-cash expenses in the aggregate amount of $25.3 million, as well as $8.3 million of net cash used to fund changes in the levels of operating assets and liabilities. Our cash used in operations for the year ended December 31, 2024 was primarily attributable to our net loss of $17.5 million, adjusted for non-cash expenses in the aggregate amount of $7.1 million, as well as $6.9 million of net cash used to fund changes in the levels of operating assets and liabilities.

For the years ended December 31, 2025 and 2024, cash used in investing activities was $89.0 million and $21.6 million, respectively. Cash used in investing activities during the year ended December 31, 2025 was related to investments in digital assets of $79.7 million, investment in preferred stock of $3.3 million, purchases of property and equipment of $3.0 million, issuance of convertible loan receivable of $2.1 million, deposits paid for purchases of property and equipment of $0.8 million, and purchase of intangible asset for $0.1 million. Cash used in investing activities during the year ended December 31, 2024 was related to investments in digital assets of $21.0 million, purchases of property and equipment of $0.6 million and deposits paid for purchases of property and equipment of $0.02 million.

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

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

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

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

35

Table of Contents

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

No assurance can be provided that we will be successful in raising additional capital from the ATM. During the year ended December 31, 2025, the Company issued a total of 12,679,311 shares of common stock pursuant to the ATM agreements for aggregate gross proceeds of $123.2 million. During the year ended December 31, 2024, the Company issued a total of 9,347,652 shares of common stock pursuant to the First ATM for aggregate gross proceeds of $61.9 million. As of December 2025, the Company decided to pause its ATM transactions through June 30, 2026.

As of March 27, 2026, our cash and BTC balances were approximately $8.4 million and $71.5 million, respectively.

Off-Balance Sheet Arrangements

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

Critical Accounting Estimates

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

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

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

Impairment of Long-Lived Assets

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

Recoverability Assessment

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

Determination of Fair Value

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

●

Projected revenue growth rates, which are based on historical performance, current customer orders, market conditions, and management’s outlook for the business

●

Operating margin assumptions, which reflect anticipated cost structures, pricing trends, and operational efficiencies

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Table of Contents

●

Discount rate, which represents a weighted average cost of capital (“WACC”) derived from observable market data for comparable companies and reflects the risk profile of the asset or asset group being tested

●

Terminal growth rate, reflecting our long-term expectations for the industry and macroeconomic environment

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

Results for the Period

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

Recently Issued Accounting Pronouncements

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

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