As filed with the Securities and Exchange
Commission on December 4, 2024.
Registration No. 333-280694
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
(Amendment No. 1)
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
KULR TECHNOLOGY
GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
81-1004273 |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S. Employer
Identification Number) |
555 Forge River Road, Suite 100
Webster, Texas 77598
(408) 663-5247
(Address, including zip code, and telephone number,
including area code of registrant’s principal executive offices)
Michael Mo
Chief Executive Officer
KULR Technology Group, Inc.
555 Forge River Road, Suite 100
Webster, Texas 77598
(408) 663-5247
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Jay K. Yamamoto, Esq.
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 31st
Floor
New York, New York 10036
(212) 930-9700
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box: ¨
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plants, check the following box: x
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule
413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer |
¨ |
Accelerated filer |
¨ |
| Non-accelerated filer |
x |
Smaller reporting company |
x |
| Emerging growth company |
¨ |
|
|
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of Securities Act. ☐
The registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
EXPLANATORY NOTE
We are filing this Amendment No. 1 to the
Registration Statement on Form S-3 (File No. 333-280694) solely to amend (i) the aggregate Shelf Capacity from $35,000,000 to $100,000,000,
(ii) the sections “Prospectus Summary – Recent Developments”,
“Risk Factors”, “Use of Proceeds” and “ Where You Can Find More Information” of Part I, (iii) Item 16 of Part II; and (iv) to file a modified auditor’s
consent as Exhibit 23.1. This Amendment does not modify any other provision of the preliminary prospectus contained in Part I, or Part
II.
The information in this prospectus is not complete and
may be changed. We may not sell these securities until the registration statement relating to these securities that has been filed with
the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting
an offer to buy these securities in any state where the offer or sale is not permitted.
(Subject
to Completion, dated December 4, 2024)
PROSPECTUS
$100,000,000
KULR Technology Group, Inc.
Common Stock
Preferred Stock
Warrants
Units
We may from time to time,
in one or more offerings at prices and on terms that we will determine at the time of each offering, sell common stock, preferred stock,
warrants, or a combination of these securities, or units, up to a total offering price of $100,000,000.
This prospectus describes
the general manner in which our securities may be offered using this prospectus. Each time we offer and sell securities, we will provide
you with a prospectus supplement that will contain specific information about the terms of that offering. Any prospectus supplement may
also add, update, or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus
supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any
of the securities offered hereby.
This prospectus may not be
used to offer and sell securities unless accompanied by a prospectus supplement.
Our common stock is currently
traded on the NYSE American LLC (“NYSE American”) under the symbol “KULR.” On December 2, 2024, the last reported
sales price for our common stock was $1.41 per share. The applicable prospectus supplement will contain information, where applicable,
as to any other listing of the securities on NYSE American or any other securities market or exchange covered by the prospectus supplement.
Prospective purchasers of our securities are urged to obtain current information as to the market prices of our securities, where applicable.
We may offer the securities
directly or through agents or to or through underwriters or dealers. If any agents or underwriters are involved in the sale of the securities
their names, and any applicable purchase price, fee, commission or discount arrangement between or among them, will be set forth, or will
be calculable from the information set forth, in an accompanying prospectus supplement. We can sell the securities through agents, underwriters
or dealers only with delivery of a prospectus supplement describing the method and terms of the offering of such securities. See “Plan
of Distribution.”
Investing in our securities
involves significant risks. We strongly recommend that you read carefully the risks we describe in this prospectus and in any accompanying
prospectus supplement, as well as the risk factors that are incorporated by reference into this prospectus from our filings made with
the Securities and Exchange Commission. See “Risk Factors” beginning on page 5 of this prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
This prospectus is dated ___________, 2024
Table of Contents
ABOUT THIS PROSPECTUS
This prospectus is part of
a “shelf” registration statement (this “Registration Statement”). Under this process, we may sell, at any time
and from time to time, in one or more offerings, any combination of the securities described in this prospectus. The exhibits to our Registration
Statement contain the full text of certain contracts and other important documents we have summarized in this prospectus. Since these
summaries may not contain all the information that you may find important in deciding whether to purchase the securities we offer, you
should review the full text of these documents. This Registration Statement and the exhibits can be obtained from the Securities and Exchange
Commission (also referred to herein as the “SEC” or the “Commission”) or from our corporate Secretary as indicated
under the heading “Where You Can Find More Information.”
This prospectus only
provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus
supplement that contains specific information about the terms of those securities and the terms of that offering. The prospectus
supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with the additional information described below under the heading “Where You Can Find More
Information.”
We have not authorized any
dealer, agent or other person to give any information or to make any representation other than those contained or incorporated by reference
in this prospectus and any accompanying prospectus supplement. You must not rely upon any information or representation not contained
or incorporated by reference in this prospectus or an accompanying prospectus supplement. This prospectus and the accompanying prospectus
supplement, if any, do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered
securities to which they relate, nor does this prospectus and the accompanying prospectus supplement constitute an offer to sell or the
solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation
in such jurisdiction. You should not assume that the information contained in this prospectus and the accompanying prospectus supplement,
if any, is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated
by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and
any accompanying prospectus supplement is delivered or securities are sold on a later date.
References in this prospectus
to the terms the “Company,” the “Corporation,” “KULR,” “we,” “our” and “us,”
or other similar terms, mean KULR Technology Group, Inc., unless stated otherwise or if the context indicates otherwise.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
Some of the statements made
under “Prospectus Summary,” “Use of Proceeds,” and elsewhere in this prospectus, as well as the documents incorporated
by reference herein, including in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, constitute forward-looking
statements within the meaning of The Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking
statements by terminology such as “may,” “will,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential,” “intends,”
or “continue,” or the negative of these terms or other comparable terminology.
These forward-looking statements
may include, but are not limited to, statements related to our expected business, new product introductions, results of clinical studies,
expectations regarding regulatory clearance and the timing of FDA or non-US filings or approvals including meetings with FDA or non-U.S.
regulatory bodies, our ability to raise funds for general corporate purposes and operations, including our research activities and clinical
trials, procedures and procedure adoption, future results of operations, future financial position, our ability to generate revenues,
our financing plans and future capital requirements, anticipated costs of revenue, anticipated expenses, the effect of recent accounting
pronouncements, our anticipated cash flows, our ability to finance operations from cash flows or otherwise, and statements based on current
expectations, estimates, forecasts, and projections about the economies and markets in which we operate and intend to operate and our
beliefs and assumptions regarding these economies and markets.
Forward-looking statements
are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on
assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions,
expected future developments, and other factors they believe to be appropriate. Important factors that could cause actual results, developments
and business decisions to differ materially from those anticipated in these forward-looking statements include, among others, those factors
referred to in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which is incorporated by reference herein.
These statements are only
current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s
actual results, levels of activity, performance, or achievements to be materially different from those anticipated by the forward-looking
statements. We discuss many of these risks in the documents incorporated by reference herein. You should not rely upon forward-looking
statements as predictions of future events.
Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels
of activity, performance, or achievements. Except as required by law, we are under no duty to update or revise any of the forward-looking
statements, whether as a result of new information, future events or otherwise, after the date of this prospectus.
PROSPECTUS SUMMARY
This summary highlights
certain information about us and selected information contained in the prospectus. This summary is not complete and does not contain all
of the information that may be important to you. For a more complete understanding of the Company, we encourage you to read and consider
the more detailed information included or incorporated by reference in this prospectus and our most recent consolidated financial statements
and related notes.
Company overview
KULR
Technology Group, Inc., through our wholly owned subsidiary KULR Technology Corporation, maintains expertise in three key technology domain
areas: (1) energy storage systems and recycling, (2) thermal management solutions, and (3) rotary system vibration reduction. Historically,
KULR, focused on thermal energy management solutions for space and Department of Defense (DoD) applications, with recent expansion into
energy storage and vibration reduction markets as the logical next step. Combined, this energy management platform consists of high-performance
thermal management technologies for batteries and electronics, AI-powered battery management and vibration mitigation software solutions,
and reusable energy storage modules. Our mission is to advance and apply these technologies to make our world more sustainable by using
less energy; using energy more efficiently; making energy consumption safer and cooler; using less materials to achieve these goals; and
completing the circular economy through recycling.
Active
government initiatives propelled by industry and regulatory tailwinds are increasing demand for energy storage, battery recycling and
clean energy, resulting in an expanding total addressable market for KULR’s solutions. According to Precedence Research, global
energy storage systems market is to grow from $210B in 2021 to $435B by 2030. Global lithium-ion battery recycling industry is to grow
from $4.6B in 2021 to $22.8B by 2030, according to Market and Markets Research. Additionally, the domain driving the growth of KULR’s
battery design and production capabilities is the private space exploration market sector, which requires highly custom, safe, and reliable
energy storage systems, and is expected to reach $1,110.8B by 2030 according to CoherentMI. The Company’s disruptive technologies
strive to fulfill an addressable $24 billion thermal management systems market (estimated based on market data projections published by
Converged Markets stating that the thermal management systems market size was projected to grow to $24.8 billion by 2025). E-aviation
growth and continued reliance on traditional aviation vehicles drives an aircraft maintenance market size that is expected to reach $127.2B
by 2032, an increase from $82.7B in 2023, according to Precedence Research. KULR VIBE, the Company’s rotary system vibration reduction
software, positions KULR to access this market area.
As
companies and governments around the world pledge to meet net zero emissions over the next few decades, KULR is uniquely positioned to
accelerate the adoption of clean energy solutions and sustainable products and facilitate the migration to a global circular economy.
The Company’s goal is to provide total battery safety solutions for more efficient battery systems, increased sustainability, and
end-of-life battery management, making KULR a key technology solutions provider in the migration to a global circular economy.
KULR ONE and KULR ONE Design Solutions (K1DS)
KULR’s primary technical
domain that is shaping the future landscape of the Company is safe, high-performance energy storage solutions. To effectively support
and provide energy storage solutions, a holistic approach is necessary. Batteries are an interdisciplinary technology which require:
| (1) | Multi-disciplinary expertise to address related electrical, thermal, mechanical, and electrochemical requirements, |
| (2) | Cell supply access to top-tier OEMs, |
| (3) | Cell level testing capabilities to characterize performance, quality, and safety behavior at the cell
level, |
| (4) | Expertise in early concept design, modeling, and analysis, |
| (5) | Rapid prototyping and production capabilities, |
| (6) | Pack and system level thermal, mechanical, electrical, and abuse testing capabilities, |
| (7) | Expertise in battery management, controls, and monitoring, |
| (8) | Ability to support beginning of life to end of life requirements for transport and recycling. |
To address the need for a
holistic approach, KULR developed a battery product and service portfolio over the course of the last decade that provides products, safety
testing services, modeling and analysis services, electrical testing services, transport and recycling packaging and logistics, and battery
design solutions. Collectively, this is referred to as KULR ONE Design Solutions (K1-DS), which is actively leveraged by the Company to
facilitate engagement with customers no matter the battery life cycle phase they are in.
Currently, the primary aspects
of K1-DS utilized by industry are product sales of trigger cells and TRS, the safety testing methodologies, and the utilization of the
K1-DS platform as a whole to develop customized energy storage solutions.
Internally, KULR has leveraged
K1-DS to develop off the shelf KULR ONE architecture which represents a groundbreaking innovation that is driving the world’s transition
to a more sustainable electrification economy. These revolutionary designs offer a unique combination of cutting-edge features, including
unparalleled safety, exceptional performance, intelligent functionality, modular construction, reliability, and customizability. The KULR
ONE battery packs have been engineered to meet the exacting demands of the world’s most demanding applications. As of now, the Company
is focused on the KULR ONE Space for space exploration, the KULR ONE Guardian for military applications, and the KULR ONE Max for rack-style
grid energy storage systems, also referred to as Battery Energy Storage Systems (BESS). These architectures collectively offer a comprehensive
solution that addresses the critical need for safe and reliable energy storage in a wide range of industries, from aerospace and defense
to electric vehicles and consumer electronics. One of the key features of the KULR ONE family of battery packs is the modularity and consistency
of the architectures. This allows for greater flexibility as customers can easily adjust the size and configuration of the battery pack
to suit their specific application requirements while still also benefitting from testing previously conducted by the KULR team for their
specific architecture. In addition to offering exceptional performance and reliability, the KULR ONE battery packs are also designed with
safety as a top priority. They incorporate state-of-the-art thermal management technology to prevent overheating and ensure safe operation
even in the most challenging environments. Overall, the KULR ONE family of battery packs, depicted with the following picture, is at the
forefront of the global drive towards sustainable electrification. With its unparalleled combination of safety, performance, intelligence,
modularity, reliability, and customizability, KULR ONE is positioned to revolutionize the way we think about energy storage and powering
the world’s most demanding applications.
KULR VIBE Solution
During 2022, we acquired intellectual
property from Vibetech International, LLC (“Vibetech”), which allows KULR to expand itself as a vertically integrated
energy management company focused on sustainable energy solutions. For nearly twenty years, the primary application has been
aviation. However, advances in measurement and computing technologies have allowed KULR VIBE to provide transformative and scalable
solutions across transportation, renewable energy (wind farm), manufacturing, industrial, performance racing and autonomous aerial
(drone) applications among others. KULR VIBE addresses one the most challenging issues with advanced machinery today; excessive
energy robbing vibrations that are destructive to both the machinery and in many cases the operator. The KULR VIBE suite of
technologies utilize proprietary sensor processes with advanced learning algorithms to both achieve precision balancing solutions,
and successfully predict component failure based on its comprehensive database of vibration signatures. Its enhanced AI learning
algorithms pinpoint areas where excess vibrations cause a loss of energy that can lead to system malfunctions, weakened performance,
and maintenance issues.
This innovative technology can be utilized as
a standalone solution or be paired with existing track and balance technology to facilitate vibration reduction, achieve increased energy
production, and reduce mechanical failures thereby extending platform life. KULR VIBE recently balanced the motors and blades of a mission
critical drone to demonstrate the benefits of the technology. The results were a 23% increase in battery life and a lift increase of 45%.
Same motors, same blades, KULR VIBE optimized.
The KULR VIBE suite of products and services have
provided vibration analysis and mitigation to global companies across multiple industries and sectors. According to Fact.MR, an insights-driven
global market intelligence company, the global vibration motor market is forecasted to reach $24.1 billion by 2032.
The Future is Energy + AI
We believe the future of KULR is Energy + AI.
We are building our AI infrastructure on industry leading Nvidia and AMD semiconductor platforms, and they are hosted on a hybrid of private
cloud and Microsoft Azure. As the world faces shortages of both technical expertise to design batteries and raw materials to build batteries,
KULR aims to address this need with KULR ONE AI (K1AI). The Company is collecting large quantities of performance and safety test datasets
for the most highly used commercial lithium-ion cells and combining that data with AI techniques to drive battery design and reduce engineering
touch time to market. This product is to target the following markets:
| · | Aerospace and defense systems, such as CubeSat
batteries meeting JSC 20793 safety requirements by NASA |
| · | Power tools and industrial equipment |
| · | High-performance electric vehicles |
| · | Electric vertical take-off and landing (“eVOTL”) |
| · | Electric micro-mobility vehicles |
| · | Residential and commercial energy storage systems |
RECENT DEVELOPMENTS
WE ARE NOT REGISTERED AS AN INVESTMENT COMPANY
UNDER THE INVESTMENT COMPANY ACT OF 1940 AND STOCKHOLDERS DO NOT HAVE THE PROTECTIONS ASSOCIATED WITH OWNERSHIP OF SHARES IN A REGISTERED
INVESTMENT COMPANY NOR THE PROTECTIONS AFFORDED BY THE COMMODITIES EXCHANGE ACT.
Bitcoin Strategy
On December 3, 2024, our Board approved and
adopted a corporate treasury strategy, adopting bitcoin as our primary treasury reserve asset on an ongoing basis, subject to market
conditions and our anticipated cash needs, instead of solely looking to keep cash in short- and intermediate-term, interest-bearing obligations,
investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. federal government.
We view bitcoin as a reliable store of value.
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 2, 2024, the total market capitalization of gold was approximately
$17.716 trillion compared to approximately $1.9 trillion for bitcoin. Bitcoin is a highly volatile asset that has traded below $38,000
per bitcoin and above $99,000 per bitcoin on Coinbase in the 12 months preceding the date of this prospectus supplement. More recently,
between September 2024 and November 2024, bitcoin has traded above $99,000 per bitcoin and below $54,000 per bitcoin on Coinbase. 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
approximately nine times higher than the market capitalization of bitcoin as of December 2, 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.
New contracts and product developments
On December 3, 2024, we issued a press release
announcing that we now have available for sale, on an immediate basis NASA-certified M35A battery cells, qualified for use in JSC 20793-compliant
battery packs. The M35A cells, which were purchased by us from a third party, have undergone rigorous validation, meeting NASA's stringent
requirements through both initial lot assessment and lot acceptance processes conducted under formal NASA Work Instructions.
On November 25, 2024, we issued a press release
announcing that we had been awarded orders with a U.S. Navy battery supplier to advance the Internal Short Circuit (ISC) technology to
activate at higher temperatures. KULR’s ISC devices, originally developed in collaboration with NASA and the National Renewable
Energy Laboratory (NREL), induce controlled thermal runaway in lithium-ion cells, offering safer and more accurate testing than conventional
methods. With the capability to activate at elevated temperatures, the new ISC devices provide deeper insights into battery behavior
under worst-case scenarios, allowing for a precise evaluation of resilience and safety for high-stress environments.
On November 20, 2024, we issued a press release
announcing that we were in the process of developing our proprietary carbon fiber designed custom cathodes in small modular reactors
(SMRs) for a prominent nuclear fusion company. The custom cathodes designed by KULR will be implemented in a laser-based nuclear fusion
system for small modular reactors, an emerging technology with the potential to deliver affordable, reliable nuclear fusion energy.
On November 14, 2024, we issued a press release
announcing that we had been awarded a contract for the development of a a specialized Phase-Change Material heat sink for a major missile
program. The custom PCM heat sink is designed to manage extreme thermal loads generated during mission-critical maneuvers, helping maintain
optimal performance and reliability within the missile’s electronics systems.
Corporate Information
We were incorporated in
the State of Delaware in December 2015 and were formerly known as “KT High-Tech Marketing, Inc.” and, prior to that as, “Grant
Hill Acquisition Corporation.” In April 2016, KULR implemented a change of control by issuing shares to new stockholders, redeeming
shares of existing stockholders, electing new officers and directors and accepting the resignations of its then existing officers and
directors. Our principal executive offices are located at 555 Forge River Road, Suite 100, Webster, Texas 77598, and our telephone
number is (408) 663-5247. Our corporate website address is https://www.kulrtechnology.com.
The information contained on, connected to, or that can be accessed via our website is not a part of this prospectus. We have included
our website address in this prospectus as an inactive textual reference only and not as an active hyperlink.
The KULR name or logo,
and any other current or future trademarks, service marks and trade names appearing in this prospectus supplement and the
accompanying prospectus are the property of KULR Technology Group, Inc. Other trademarks and trade names referred to in this
prospectus supplement and the accompanying prospectus are the property of their respective owners. Solely for convenience, the
trademarks and trade names in this prospectus supplement and the accompanying prospectus are referred to without the symbols ®
and TM, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest
extent under applicable law, their rights thereto.
RISK FACTORS
Investing in our securities
involves a high degree of risk. Before making an investment decision, you should consider carefully the risks, uncertainties and other
factors described below and in our most recent Annual Report on Form 10-K, as supplemented and updated by subsequent quarterly reports
on Form 10-Q and current reports on Form 8-K that we have filed or will file with the SEC, which are incorporated by reference into this
prospectus.
Our business, affairs, prospects,
assets, financial condition, results of operations and cash flows could be materially and adversely affected by these risks. For more
information about our SEC filings, please see “Where You Can Find More Information”.
WE ARE NOT REGISTERED AS
AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940 AND STOCKHOLDERS DO NOT HAVE THE PROTECTIONS ASSOCIATED WITH OWNERSHIP
OF SHARES IN A REGISTERED INVESTMENT COMPANY NOR THE PROTECTIONS AFFORDED BY THE COMMODITIES EXCHANGE ACT.
Our bitcoin acquisition
strategy may expose us to various risks associated with bitcoin
Our bitcoin acquisition strategy
may expose us to various risks associated with bitcoin, including the following:
Bitcoin
is a highly volatile asset. Bitcoin is a highly volatile asset that has traded below $38,000 per bitcoin and above $99,000
per bitcoin on Coinbase in the 12 months preceding the date of this prospectus supplement. The trading price of bitcoin was significantly
lower during prior periods, and such decline may occur again in the future.
Bitcoin
does not pay interest or dividends. Bitcoin does not pay interest or other returns and we can only generate cash from our
bitcoin holdings if we sell our bitcoin or implement strategies to create income streams or otherwise generate cash by using our bitcoin
holdings. Even if we pursue any such strategies, we may be unable to create income streams or otherwise generate cash from our bitcoin
holdings, and any such strategies may subject us to additional risks.
Our
bitcoin 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 intended bitcoin holdings, or adversely impact our access to our
bitcoin holdings. Or, any such bankruptcies, closures, liquidations, regulatory enforcement actions or other events involving participants
in the digital assets industry may negatively impact the adoption rate, price, and use of bitcoin, limit the availability to us of financing
collateralized by bitcoin, or create or expose additional counterparty risks.
Changes
in the accounting treatment of our bitcoin holdings could have significant accounting impacts, including increasing the volatility of
our results. In December 2023, the FASB issued ASU 2023-08, which upon our adoption will require us to measure in-scope crypto
assets (including our bitcoin holdings) at fair value in our statement of financial position, and to recognize gains and losses from
changes in the fair value of our bitcoin in net income each reporting period. ASU 2023-08 will also require us to provide certain interim
and annual disclosures with respect to our bitcoin holdings. The standard is effective for our interim and annual periods beginning January
1, 2025, with a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting
period in which we adopt the guidance. Due in particular to the volatility in the price of bitcoin, we expect the adoption of ASU 2023-08
to have a material impact on our financial results in future periods, increase the volatility of our financial results, and affect the
carrying value of our bitcoin on our balance sheet, and it could also have adverse tax consequences, which in turn could have a material
adverse effect on our financial results and the market price of our common stock. Additionally, as a result of ASU 2023-08 requiring
a cumulative-effect adjustment to our opening balance of retained earnings as of the beginning of the annual period in which we adopt
the guidance and not permitting retrospective restatement of our historical financial statements, our future results will not be comparable
to results from periods prior to our adoption of the guidance.
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.
Regulatory change reclassifying
bitcoin as a security could lead to our classification as an “investment company” under the Investment Company Act of 1940,
as amended, or the 1940 Act, and could adversely affect the market price of bitcoin and the market price of our common stock.
Under Sections 3(a)(1)(A)
and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if
(1) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting
or trading in securities or (2) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading
in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets
(exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment
company,” as such term is defined in the 1940 Act, and are not registered as an “investment company” under the 1940
Act as of the date of this prospectus supplement.
While senior SEC officials
have stated their view that bitcoin is not a “security” for purposes of the federal securities laws, a contrary determination
by the SEC could lead to our classification as an “investment company” under the 1940 Act, if the portion of our assets consists
of investments in bitcoins exceeds 40% safe harbor limits prescribed in the 1940 Act, which would subject us to significant additional
regulatory controls that could have a material adverse effect on our business and operations and may also require us to change the manner
in which we conduct our business.
We monitor our assets and
income for compliance under the 1940 Act and seek to conduct our business activities in a manner such that we do not fall within its
definitions of “investment company” or that we qualify under one of the exemptions or exclusions provided by the 1940 Act
and corresponding SEC regulations. If bitcoin is determined to constitute a security for purposes of the federal securities laws, we
would take steps to reduce the percentage of bitcoins that constitute investment assets under the 1940 Act. These steps may include,
among others, selling bitcoins that we might otherwise hold for the long term and deploying our cash in non-investment assets, and we
may be forced to sell our bitcoins at unattractive prices. We may also seek to acquire additional non-investment assets to maintain compliance
with the 1940 Act, and we may need to incur debt, issue additional equity or enter into other financing arrangements that are not otherwise
attractive to our business. Any of these actions could have a material adverse effect on our results of operations and financial condition.
Moreover, we can make no assurance that we would successfully be able to take the necessary steps to avoid being deemed to be an investment
company in accordance with the safe harbor. If we were unsuccessful, and if bitcoin is determined to constitute a security for purposes
of the federal securities laws, then we would have to register as an investment company, and the additional regulatory restrictions imposed
by 1940 Act could adversely affect the market price of bitcoin and in turn adversely affect the market price of our common stock.
We
may be subject to regulatory developments related to crypto assets and crypto asset markets, which could adversely affect our business,
financial condition, and results of operations.
As bitcoin and other digital
assets are relatively novel and the application of state and federal securities laws and other laws and regulations to digital assets
is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing
laws and regulations in a manner that adversely affects the price of bitcoin. The U.S. federal government, states, regulatory agencies,
and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that
could materially impact the price of bitcoin or the ability of individuals or institutions such as us to own or transfer bitcoin. For
examples, see “— Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial,
regulatory and technical uncertainty” above.
If bitcoin is determined to
constitute a security for purposes of the federal securities laws, the additional regulatory restrictions imposed by such a determination
could adversely affect the market price of bitcoin and in turn adversely affect the market price of our common stock. See “— Regulatory
change reclassifying bitcoin as a security could lead to our classification as an “investment company” under the Investment
Company Act of 1940, as amended, or the 1940 Act, and could adversely affect the market price of bitcoin and the market price of our
common stock” above. Moreover, the risks of us engaging in a bitcoin treasury strategy have created, and could continue to create,
complications due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs
of director and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future.
Our 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.
USE OF PROCEEDS
Unless otherwise indicated
in a prospectus supplement, we intend to use the net proceeds from the sale of the securities under this prospectus for general corporate
purposes, including and for general working capital purposes, including the acquisition of bitcoin. We may also use a portion of the
net proceeds to acquire or invest in businesses and products that are complementary to our own, although we have no current plans, commitments
or agreements with respect to any acquisitions as of the date of this prospectus.
DESCRIPTION OF CAPITAL STOCK
General
The following description
of our capital stock, together with any additional information we include in any applicable prospectus supplement or any related free
writing prospectus, summarizes the material terms and provisions of our common stock and the preferred stock that we may offer under this
prospectus. While the terms we have summarized below will apply generally to any future common stock or preferred stock that we may offer,
we will describe the particular terms of any class or series of these securities in more detail in the applicable prospectus supplement.
For the complete terms of our common stock and preferred stock, please refer to our articles of incorporation and our bylaws that are
incorporated by reference into the registration statement of which this prospectus is a part. The summary below and that contained in
any applicable prospectus supplement or any related free writing prospectus are qualified in their entirety by reference to our articles
of incorporation and our bylaws.
Authorized Capital Stock
Our authorized capital stock
consists of 500,000,000 shares of common stock, par value $0.0001 per share, and 20,000,000 shares of preferred stock, par value $0.0001
per share.
Common Stock
As of the date of this
prospectus, there are 239,409,681 and 239,278,519 shares of common stock issued and outstanding, respectively. The outstanding shares of common stock
are validly issued, fully paid and nonassessable.
Voting Rights. Each
holder of our common stock is entitled to one vote per share on all matters on which stockholders are generally entitled to vote. Our
certificate of incorporation does not provide for cumulative voting in the election of directors.
Dividends.
Subject to the preferential rights, if any, of the holders of any outstanding series of our preferred stock, holders of shares of
our common stock are entitled to receive dividends out of any of our funds legally available when, as and if declared by our Board
of Directors (our “Board”). The timing, declaration, amount and payment of future dividends depend upon our financial
condition, earnings, capital requirements and debt service obligations, as well as legal requirements, regulatory constraints,
industry practice and other factors that our Board deems relevant.
Liquidation. If
we liquidate, dissolve or wind up our affairs, holders of our common stock will be entitled to share proportionately in our assets available
for distribution to stockholders, subject to the preferential liquidation rights, if any, of the holders of any outstanding series of
our preferred stock.
Other Rights.
The holders of our common stock have no preemptive rights and no rights to convert their common stock into any other securities, and our
common stock is not subject to any redemption or sinking fund provisions.
Preferred Stock
As of June 30, 2024, we had
preferred stock designated as follows: 1,000,000 shares designated as Series A Preferred Stock, of which 730,000 are issued and outstanding
and which are held by our Chief Executive Officer, Michael Mo; 31,000 shares designated as Series B Convertible Preferred Stock (of which
none were outstanding); 400 shares designated as Series C Preferred Stock (of which none were outstanding); and 650 shares designated
as Series D Preferred Stock (of which none were outstanding).
The Series A Preferred Stock
is not convertible into any series or class of stock of the Company. In addition, holders of the Series A Preferred Stock are not entitled
to receive dividends, nor do they have rights to distribution from the assets of the Company in the event of any liquidation, dissolution,
or winding up of the Company. Each record holder of Series A Preferred Stock shall have the right to vote on any matter with holders of
the Company’s common stock and other securities entitled to vote, if any, voting together as a single class. Each record holder
of Series A Preferred Stock has that number of votes equal to one-hundred (100) votes per share of Series A Preferred Stock held by such
holder.
Under our certificate of incorporation
and subject to the limitations prescribed by law, our Board, without stockholder approval, may issue our preferred stock in one or more
series, and may establish from time to time the number of shares to be included in such series and may fix the designation, powers, privileges,
preferences and relative participating, optional or other rights, if any, of the shares of each such series and any qualifications, limitations
or restrictions thereof.
When and if we issue additional
shares of preferred stock, we will establish the applicable preemptive rights, dividend rights, voting rights, conversion privileges,
redemption rights, sinking fund rights, rights upon voluntary or involuntary liquidation, dissolution or winding up and any other relative
rights, preferences and limitations for the particular preferred stock series.
Our Board of Directors may
authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights
of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions
and other corporate purposes could, under some circumstances, have the effect of delaying, deferring or preventing a change-in-control
of the Company.
Anti-Takeover Effects of Provisions of Delaware
Law, Our Certificate of incorporation and By-laws
Delaware statutory law and
our certificate of incorporation and by-laws contain provisions that could make acquisition of our Company by means of a tender offer,
a proxy contest or otherwise more difficult. These provisions are intended to discourage certain types of coercive takeover practices
and takeover bids that our Board may consider inadequate and to encourage persons seeking to acquire control of us to first negotiate
with our Board. We believe that the benefits of increased protection of our ability to negotiate with the proponent of an unfriendly or
unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because,
among other things, negotiation of these proposals could result in an improvement of their terms. The description of our certificate of
incorporation and by-laws set forth below is only a summary and is qualified in its entirety by reference to our certificate of incorporation
and by-laws, which have been filed as exhibits to our most recent Annual Report on Form 10-K.
Blank Check Preferred Stock. Our
certificate of incorporation permits us to issue, without any further vote or action by the stockholders, up to 20,000,000 shares of preferred
stock in one or more series and, with respect to each such series, to fix the number of shares constituting the series and the designation
of the series, the voting powers (if any) of the shares of the series, and the preferences and relative, participating, optional and other
rights, if any, and any qualifications, limitations or restrictions, of the shares of such series. The ability to issue such preferred
stock could discourage potential acquisition proposals and could delay or prevent a change in control.
Number of Directors; Filling
Vacancies; Removal. Our certificate of incorporation and by-laws provide that the Board will consist of not less than one
member, with the exact number of directors to be fixed exclusively by the Board. In addition, our certificate of incorporation and by-laws
provide that a board vacancy resulting from the death, resignation, disqualification or removal of a director or other cause, as well
as a vacancy resulting from an increase in the number of directors, may be filled solely by the affirmative vote of a majority of the
remaining directors then in office even though that may be less than a quorum of the Board.
Special Meetings. Our
certificate of incorporation and by-laws provide that special meetings of the stockholders may only be called by our Board, certain officers
of our Company or two-thirds or more in amount, of each class or series of the capital stock of our Company entitled to vote at such meeting
on the matters that are the subject of the proposed meeting. These provisions may make it more difficult for stockholders to take an action
opposed by our Board.
Section 203 of the
Delaware General Corporation Law. Section 203 of the DGCL provides that, subject to certain specified exceptions,
a corporation will not engage in any “business combination” with any “interested stockholder” for a three-year
period following the time that such stockholder becomes an interested stockholder unless (1) before that time, the board of directors
of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested
stockholder, (2) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested
stockholder owned at least 85 percent of the voting stock of the corporation outstanding at the time the transaction commenced (excluding
certain shares) or (3) on or after such time, both the board of directors of the corporation and at least 662/3 percent
of the outstanding voting stock which is not owned by the interested stockholder approves the business combination. Section 203 of
the DGCL generally defines an "interested stockholder" to include (x) any person that owns 15 percent or more of the
outstanding voting stock of the corporation, or is an affiliate or associate of the corporation and owned 15 percent or more of the
outstanding voting stock of the corporation at any time within three years immediately prior to the relevant date and (y) the affiliates
and associates of any such person.
Section 203 of the DGCL
generally defines a "business combination" to include (1) mergers and sales or other dispositions of 10 percent or
more of the corporation's assets with or to an interested stockholder, (2) certain transactions resulting in the issuance or transfer
to the interested stockholder of any stock of the corporation or its subsidiaries, (3) certain transactions which would increase
the proportionate share of the stock of the corporation or its subsidiaries owned by the interested stockholder and (4) receipt by
the interested stockholder of the benefit (except proportionately as a stockholder) of any loans, advances, guarantees, pledges, or other
financial benefits.
Under certain circumstances,
Section 203 of the DGCL makes it more difficult for a person who would be an “interested stockholder” to effect various
business combinations with a corporation for a three-year period, although the certificate of incorporation or stockholder-adopted by-laws
may exclude a corporation from the restrictions imposed under Section 203. Neither our certificate of incorporation nor our by-laws
exclude our Company from the restrictions imposed under Section 203 of the DGCL. We anticipate that Section 203 may encourage
companies interested in acquiring our Company to negotiate in advance with our Board since the statute’s supermajority stockholder
approval requirement would not be applicable if our Board approves, prior to the time the stockholder becomes an interested stockholder,
either the business combination or the transaction which results in the stockholder becoming an interested stockholder.
Transfer Agent and Registrar
The transfer agent for our
common stock is VStock Transfer, LLC. The transfer agent’s address is 18 Lafayette Place, Woodmere, New York 11598.
Listing
Our common stock is currently traded on the NYSE
American LLC Exchange under the symbol “KULR”.
DESCRIPTION OF WARRANTS
We may issue warrants for
the purchase of preferred stock or common stock. Warrants may be issued independently or together with any preferred stock or common stock,
and may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement
to be entered into between a warrant agent specified in the agreement and us. The warrant agent will act solely as our agent in connection
with the warrants of that series and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial
owners of warrants. This summary of some provisions of the securities warrants is not complete. You should refer to the securities warrant
agreement, including the forms of securities warrant certificate representing the securities warrants, relating to the specific securities
warrants being offered for the complete terms of the securities warrant agreement and the securities warrants. The securities warrant
agreement, together with the terms of the securities warrant certificate and securities warrants, will be filed with the SEC in connection
with the offering of the specific warrants.
The applicable prospectus
supplement will describe the following terms, where applicable, of the warrants in respect of which this prospectus is being delivered:
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the title of the warrants; |
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the aggregate number of the warrants; |
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the price or prices at which the warrants will be issued; |
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the designation, amount and terms of the offered securities purchasable upon exercise of the warrants; |
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if applicable, the date on and after which the warrants and the offered securities purchasable upon exercise of the warrants will be separately transferable; |
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the terms of the securities purchasable upon exercise of such warrants and the procedures and conditions relating to the exercise of such warrants; |
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any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants; |
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the price or prices at which and currency or currencies in which the offered securities purchasable upon exercise of the warrants may be purchased; |
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the date on which the right to exercise the warrants shall commence and the date on which the right shall expire; |
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the minimum or maximum amount of the warrants that may be exercised at any one time; |
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information with respect to book-entry procedures, if any; |
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if appropriate, a discussion of Federal income tax consequences; and |
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any other material terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants. |
Warrants for the purchase
of common stock or preferred stock will be offered and exercisable for U.S. dollars only. Warrants will be issued in registered form only.
Upon receipt of payment and
the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated
in the applicable prospectus supplement, we will, as soon as practicable, forward the purchased securities. If less than all of the warrants
represented by the warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.
Prior to the exercise of any
securities warrants to purchase preferred stock or common stock, holders of the warrants will not have any of the rights of holders of
the common stock or preferred stock purchasable upon exercise, including in the case of securities warrants for the purchase of common
stock or preferred stock, the right to vote or to receive any payments of dividends on the preferred stock or common stock purchasable
upon exercise.
DESCRIPTION OF UNITS
As specified in the applicable
prospectus supplement, we may issue units consisting of shares of common stock, shares of preferred stock or warrants or any combination
of such securities.
The applicable prospectus
supplement will specify the following terms of any units in respect of which this prospectus is being delivered:
| |
● |
the terms of the units and of any of the common stock, preferred stock and warrants comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately; |
| |
● |
a description of the terms of any unit agreement governing the units; and |
| |
● |
a description of the provisions for the payment, settlement, transfer or exchange of the units. |
PLAN OF DISTRIBUTION
We may sell the securities
offered through this prospectus (i) to or through underwriters or dealers, (ii) directly to purchasers, including our affiliates,
(iii) through agents, or (iv) through a combination of any these methods. The securities may be distributed at a fixed price or prices,
which may be changed, market prices prevailing at the time of sale, prices related to the prevailing market prices, or negotiated prices.
The prospectus supplement will include the following information:
| |
● |
the terms of the offering; |
| |
● |
the names of any underwriters or agents; |
| |
● |
the name or names of any managing underwriter or underwriters; |
| |
● |
the purchase price of the securities; |
| |
● |
any over-allotment options under which underwriters may purchase additional securities from us; |
| |
● |
the net proceeds from the sale of the securities |
| |
● |
any delayed delivery arrangements |
| |
● |
any underwriting discounts, commissions and other items constituting underwriters’ compensation; |
| |
● |
any initial public offering price; |
| |
● |
any discounts or concessions allowed or reallowed or paid to dealers; |
| |
● |
any commissions paid to agents; and |
| |
● |
any securities exchange or market on which the securities may be listed. |
Sale Through Underwriters or Dealers
Only underwriters named in the prospectus supplement
are underwriters of the securities offered by the prospectus supplement.
If underwriters are used in the sale, the underwriters
will acquire the securities for their own account, including through underwriting, purchase, security lending or repurchase agreements
with us. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions.
Underwriters may sell the securities in order to facilitate transactions in any of our other securities (described in this prospectus
or otherwise), including other public or private transactions and short sales. Underwriters may offer securities to the public either
through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters.
Unless otherwise indicated in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject
to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The
underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or reallowed or paid
to dealers.
If dealers are used in the sale of securities offered
through this prospectus, we will sell the securities to them as principals. They may then resell those securities to the public at varying
prices determined by the dealers at the time of resale. The prospectus supplement will include the names of the dealers and the terms
of the transaction.
Direct Sales and Sales Through Agents
We may sell the securities
offered through this prospectus directly. In this case, no underwriters or agents would be involved. Such securities may also be sold
through agents designated from time to time. The prospectus supplement will name any agent involved in the offer or sale of the offered
securities and will describe any commissions payable to the agent. Unless otherwise indicated in the prospectus supplement, any agent
will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
We may sell the securities
directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act of 1933 with
respect to any sale of those securities. The terms of any such sales will be described in the prospectus supplement.
Delayed Delivery Contracts
If the prospectus supplement
indicates, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities
at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date
in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The applicable prospectus
supplement will describe the commission payable for solicitation of those contracts.
Continuous Offering Program
Without limiting the generality
of the foregoing, we may enter into a continuous offering program equity distribution agreement with a broker-dealer, under which we may
offer and sell shares of our common stock from time to time through a broker-dealer as our sales agent. If we enter into such a program,
sales of the shares of common stock, if any, will be made by means of ordinary brokers’ transactions on NYSE American at market
prices, block transactions and such other transactions as agreed upon by us and the broker-dealer. Under the terms of such a program,
we also may sell shares of common stock to the broker-dealer, as principal for its own account at a price agreed upon at the time of sale.
If we sell shares of common stock to such broker-dealer as principal, we will enter into a separate terms agreement with such broker-dealer,
and we will describe this agreement in a separate prospectus supplement or pricing supplement.
Market Making, Stabilization and Other Transactions
Unless the applicable prospectus
supplement states otherwise, other than our common stock all securities we offer under this prospectus will be a new issue and will have
no established trading market. We may elect to list offered securities on an exchange or in the over-the-counter market. Any underwriters
that we use in the sale of offered securities may make a market in such securities, but may discontinue such market making at any time
without notice. Therefore, we cannot assure you that the securities will have a liquid trading market.
Any underwriter may also engage
in stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Rule 104 under the Securities Exchange
Act of 1934 (the “Exchange Act”). Stabilizing transactions involve bids to purchase the underlying security in the open market
for the purpose of pegging, fixing or maintaining the price of the securities. Syndicate covering transactions involve purchases of the
securities in the open market after the distribution has been completed in order to cover syndicate short positions.
Penalty bids permit the underwriters
to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a
syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions and penalty
bids may cause the price of the securities to be higher than it would be in the absence of the transactions. The underwriters may, if
they commence these transactions, discontinue them at any time.
General Information
Agents, underwriters, and
dealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities, including liabilities
under the Securities Act of 1933. Our agents, underwriters, and dealers, or their affiliates, may be customers of, engage in transactions
with or perform services for us, in the ordinary course of business.
LEGAL MATTERS
The validity of the issuance
of the securities offered by this prospectus will be passed upon for us by Sichenzia Ross Ference Carmel LLP, New York, New York.
EXPERTS
The consolidated financial
statements of KULR Technology Group, Inc., as of December 31, 2023 and 2022 and for each of the two years in the period ended December
31, 2023, included in KULR Technology Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023 have been audited
by Marcum LLP, independent registered public accounting firm, as set forth in their report thereon, which includes an explanatory paragraph
as to the Company’s ability to continue as a going concern, included therein, and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts
in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed our registration
statement on Form S-3 with the SEC under the Securities Act of 1933, as amended. We also file annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read and copy any document that we file with the SEC, including the registration
statement and the exhibits to the registration statement, at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington
D.C. 20549. You may obtain further information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our
SEC filings are also available to the public at the SEC’s web site at www.sec.gov. These documents may also be accessed on our web
site at https://www.kulrtechnology.com. The information contained on, or that can be accessed through, our website is not a part of this
prospectus or incorporated by reference into this prospectus, and you should not consider information on our website to be a part of this
prospectus. We have included our website address as an inactive textual reference only.
This prospectus and any
prospectus supplement are part of a registration statement filed with the SEC and do not contain all of the information in the
registration statement. The full registration statement may be obtained from the SEC or us as indicated above. Other documents
establishing the terms of the offered securities are filed as exhibits to the registration statement or will be filed through an
amendment to our registration statement on Form S-3 or under cover of a Current Report on Form 8-K and incorporated into this
prospectus by reference.
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate
by reference” into this prospectus the information we file with it, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Any statement
contained herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be modified
or superseded for purposes of the document to the extent that a statement contained in this document or any other subsequently filed document
that is deemed to be incorporated by reference into this document modifies or supersedes the statement. We incorporate by reference in
this prospectus the following information (other than, in each case, documents or information deemed to have been furnished and not filed
in accordance with SEC rules):
| |
● |
our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 12, 2024; |
| |
|
|
| |
● |
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed with the SEC on May 15, 2024; |
| |
|
|
| |
● |
our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed with the SEC on August 12, 2024; |
| |
|
|
| |
● |
our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the SEC
on November 13, 2024; |
| |
|
|
| |
● |
our Current Reports on
Form 8-K filed with the SEC on January
9, 2024; January
26, 2024; February
13, 2024; February
16, 2024; March
8, 2024; April
12, 2024; May
15, 2024; May
23, 2024; June
3, 2024; July 3,
2024; August
12, 2024; August
21, 2024; November
13, 2024; November
27, 2024; and December 3, 2024. |
| |
● |
The description of our shares of common stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 12, 2024, including any subsequent amendment or any report filed for the purpose of updating such description; and |
| |
|
|
| |
● |
all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of this offering. |
We also incorporate by reference
any future filings (other than information furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on
such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, including those made after the date of the initial filing of the registration statement of
which this prospectus is a part and prior to effectiveness of such registration statement, until we file a post-effective amendment that
indicates the termination of the offering of the common stock made by this prospectus and will become a part of this prospectus from the
date that such documents are filed with the SEC. Information in such future filings updates and supplements the information provided in
this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any
document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements
in the later filed document modify or replace such earlier statements.
Notwithstanding the foregoing,
information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits, is not incorporated
by reference in this prospectus.
As you read the above documents,
you may find inconsistencies in information from one document to another. If you find inconsistencies between the documents and this prospectus
supplement, you should rely on the statements made in the most recent document. All information appearing in this prospectus supplement
is qualified in its entirety by the information and financial statements, including the notes thereto, contained in the documents incorporated
by reference herein.
We will provide to each person,
including any beneficial owner, to whom this prospectus supplement is delivered, a copy of these filings, at no cost, upon written or
oral request to us at the following address:
KULR Technology Group, Inc.
Attention: Shawn Canter, Chief Financial Officer
555 Forge River Road, Suite 100,
Webster, Texas 77598
(408) 663-5247
No person has been authorized
to give any information or to make any representation not contained in this prospectus supplement, and, if given or made, such information
and representation should not be relied upon as having been authorized by us. Neither this prospectus supplement nor the accompanying
prospectus constitutes an offer to sell or a solicitation of an offer to buy any of the securities offered hereby in any jurisdiction
or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this prospectus supplement or the
accompanying prospectus nor any sale made hereunder will under any circumstances create an implication that there has been no change in
the facts set forth in this prospectus supplement or the accompanying prospectus or in our business, financial condition or affairs since
the date hereof.
$100,000,000
Common Stock
Preferred Stock
Warrants
Units
KULR TECHNOLOGY GROUP, INC.
Prospectus
, 2024
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth
the costs and expenses payable by the Company in connection with this offering, other than underwriting commissions and discounts, all
of which are estimated except for the SEC registration fee.
| Item |
|
Amount
|
|
| SEC registration fee |
|
$ |
15,310 |
(1) |
| FINRA filing fee |
|
$ |
15,500 |
|
| Printing and engraving expenses |
|
$ |
* |
|
| Legal fees and expenses |
|
$ |
* |
|
| Accounting fees and expenses |
|
$ |
* |
|
| Transfer agent and registrar’s fees and expenses |
|
$ |
* |
|
| Miscellaneous expenses |
|
$ |
* |
|
| Total |
|
$ |
* |
|
| (1) |
In accordance with Rule 415(a)(6) under the Securities Act, the
filing fee previously paid in connection with the securities registered in the registration statement on Form S-3 (File No. 333-257697)
which remain unsold and unallocated will continue to be applied to the securities registered under this Registration Statement. The
filing fee of $5,166, paid to the SEC for the initial registration statement offering amount for an aggregate of $35,000,000, will
be applied to the securities registered, and the balance additional filing fee of $10,144 remains to be paid. Please see the
registration fee table contained in Exhibit 107 to this registration statement for more information. |
| |
|
| * |
These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time. In accordance with Rule 430B, the applicable prospectus supplement will set forth the estimated amount of expenses of any offering of securities. |
Item 15. Indemnification of Directors and Officers.
The following is a summary
of the general effect of the Delaware General Corporation Law, our certificate of incorporation, as amended, and certain agreements entered
with each of our directors and executive officers relating to the indemnification of our directors and officers and insurance therefor.
Such summaries are necessarily subject to the complete text of such statute, bylaws, certificate of incorporation and agreements and are
qualified in their entirety by reference thereto.
Section 145 of the Delaware
General Corporation Law empowers a corporation to indemnify its directors and officers and to purchase insurance with respect to liability
arising out of their capacity or status as directors and officers, provided that the person acted in good faith and in a manner the person
reasonably believed to be in our best interests, and, with respect to any criminal action, had no reasonable cause to believe the person’s
actions were unlawful. The Delaware General Corporation Law further provides that the indemnification permitted thereunder shall not be
deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation’s bylaws, any agreement,
a vote of stockholders or otherwise. The amended and restated certificate of incorporation of the Company provides for the indemnification
of the Company’s directors and officers to the fullest extent permitted under the Delaware General Corporation Law.
Section 102(b)(7) of the Delaware
General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall
not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except
(i) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law; (iii) for payments of unlawful dividends or unlawful stock
repurchases or redemptions; or (iv) for any transaction from which the director derived an improper personal benefit.
As permitted by the Delaware
General Corporation Law, the Company has entered into separate indemnification agreements with each of its directors and certain of its
officers which require the Company, among other things, to indemnify them against certain liabilities which may arise by reason of their
status as directors, officers or certain other employees. The effect of this provision is to restrict our rights and the rights of our
stockholders in derivative suits to recover monetary damages against a director for breach of certain fiduciary duties as a director,
except that a director will be personally liable for:
| |
· |
any breach of his or her duty of loyalty to us or our stockholders; |
| |
· |
acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law; |
| |
· |
the payment of dividends or the redemption or purchase of stock in violation of Delaware law; or |
| |
· |
any transaction from which the director derived an improper personal benefit. |
This provision does not affect
a director’s liability under the federal securities laws.
At present, we maintain directors’
and officers’ liability insurance to limit the exposure to liability for indemnification of directors and officers, including liabilities
under the Securities Act.
Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item 16. Exhibits.
| 3.6 |
|
Certificate of Designation of Series A Voting Preferred Stock, filed on June 6, 2017 (1) |
| 3.7 |
|
Certificate of Amendment to the Certificate of Incorporation, effective August 30, 2018 (8) |
| 3.8 |
|
Certificate of Designation of Series B Convertible Preferred Stock, filed on December 6, 2018 (9) |
| 3.9 |
|
Certificate of Amendment to the Certificate of Incorporation, effective December 31, 2018 (10) |
| 3.10 |
|
Certificate of Designation of Series C Convertible Preferred Stock, filed on August 19, 2019 (11) |
| 3.11 |
|
Form of Certificate of Designation for Series D Convertible Preferred Stock (20) |
| 3.12 |
|
Form of Certificate of Designation* |
| 3.13 |
|
Specimen Stock Certificate evidencing shares of Preferred Stock. * |
| 4.1 |
|
Form of Warrant Agreement* |
| 4.2 |
|
Form of Warrant Certificate* |
| 4.3 |
|
Form of Stock Purchase Agreement* |
| 4.4 |
|
Form of Unit Agreement* |
| 5.1 |
|
Opinion of Sichenzia Ross Ference Carmel LLP** |
| 23.1 |
|
Consent of Marcum LLP** |
| 23.2 |
|
Consent of Sichenzia Ross Ference Carmel LLP (contained in Exhibit 5.1)** |
| 107 |
|
Filing Fee Table** |
| * |
To be filed by amendment or by a Current Report on Form 8-K and incorporated by reference herein. |
| ** |
Filed herewith |
| (1) |
Previously filed as an exhibit to Form 8-K on June 12, 2017 and incorporated herein by this reference. |
| (2) |
Previously filed as an exhibit on Form 10-12G on January 7, 2016 (File No.: 000-55564) and incorporated herein by this reference. |
| (3) |
Previously filed as an exhibit to Form 8-K on June 19, 2017 and incorporated herein by this reference. |
| (8) |
Previously filed as an exhibit to Form 8-K on August 30, 2018 and incorporated herein by this reference. |
| (9) |
Previously filed as an exhibit to Form 8-K on December 6, 2018 and incorporated herein by this reference. |
| (10) |
Previously filed as an exhibit to Form 8-K on January 7, 2019 and incorporated herein by this reference. |
| (11) |
Previously filed as an exhibit to Form 8-K on August 23, 2019 and incorporated herein by this reference. |
| (20) |
Previously filed as an exhibit to Form 8-K on May 20, 2021 and incorporated herein by this reference. |
Item 17. Undertakings
(a) The undersigned registrant
hereby undertakes:
(1) To file, during any
period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus
required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the
prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement.
(iii) To include any
material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change
to such information in the registration statement;
provided, however,
that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose
of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose
of determining liability under the Securities Act of 1933 to any purchaser:
(A) Each prospectus filed
by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
(B) Each prospectus required
to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section
10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the
date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date; or
(5) That, for the purpose
of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities,
the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus
or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing
prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of
any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities
provided by or on behalf of the undersigned registrant; and
(iv) Any other communication
that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant
hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of such issue.
(d) The undersigned registrant
hereby undertakes that:
(1) For purposes of determining
any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was
declared effective.
(2) For the purpose of
determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Webster, State of Texas, on December 4, 2024.
| |
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) |
Each person whose
signature appears below constitutes and appoints Michael Mo and Shawn Canter, and each of them severally, as his or her true and
lawful attorney in fact and agent, with full powers of substitution and re-substitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments (including post effective amendments) to the Registration
Statement, and to sign any registration statement for the same offering covered by this Registration Statement that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post effective amendments
thereto, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto
said attorney-in-fact and agent, each acting alone, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent, each acting alone, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed below by the following persons in such capacities and on the
dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
|
| By: |
/s/ Michael
Mo |
|
Chief Executive Officer and Chairman |
|
December 4, 2024 |
| |
Michael Mo |
|
|
|
|
| |
|
|
|
|
|
| By: |
/s/ Shawn
Canter |
|
Chief Financial Officer |
|
December 4, 2024 |
| |
Shawn Canter |
|
|
|
|
| |
|
|
|
|
|
| By: |
/s/ Joanna
Massey |
|
Lead Director |
|
December 4, 2024 |
| |
Joanna Massey |
|
|
|
|
| |
|
|
|
|
|
| By: |
/s/ Donna
H. Grier |
|
Director |
|
December 4, 2024 |
| |
Donna H. Grier |
|
|
|
|
Exhibit 5.1
December 4, 2024
VIA ELECTRONIC TRANSMISSION
KULR Technology Group, Inc.
555 Forge River Road, Suite 100
Webster, Texas 77598
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to KULR Technology Group, Inc., a Delaware
corporation (the “Company”), in connection with the registration, pursuant to a registration statement on Form S-3 (the “Registration
Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended (the “Act”), relating to the offering and sale from time to time, as set forth in the Registration
Statement, the form of prospectus contained therein (the “Prospectus”), and one or more supplements to the Prospectus (each,
a “Prospectus Supplement”), by the Company of up to $100,000,000 aggregate initial offering price of securities consisting
of (i) shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), (ii) shares of the Company’s
preferred stock, par value $0.0001 per share (the “Preferred Stock”), (iii) warrants (“Warrants”) to purchase
Common Stock or Preferred Stock, or (iv) units consisting of Common Stock, Preferred Stock, or Warrants, or any combination thereof, in
one or more series (the “Units”). The Common Stock, Preferred Stock, Warrants and Units are collectively referred to herein
as the “Securities.”
We have examined originals
or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public
officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the
legal capacity of each natural person signing any document reviewed by us, the authority of each person signing in a representative capacity
(other than the Company) any document reviewed by us, the authenticity of all documents submitted to us as originals and the conformity
to authentic original documents of all copies submitted to us or filed with the Commission as conformed and certified or reproduced copies.
As to any facts material to our opinion, we have made no independent investigation of such facts and have relied, to the extent that we
deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.
Based upon the foregoing and
subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:
1. With respect to Securities
constituting Common Stock to be sold by the Company, when (i) the Company has taken all necessary action to authorize and approve the
issuance of such Common Stock, the terms of the offering thereof and related matters and (ii) such Common Stock has been issued and delivered,
with certificates representing such Common Stock having been duly executed, countersigned, registered and delivered or, if uncertificated,
valid book-entry notations therefor having been made in the share register of the Company, in accordance with the terms of the applicable
definitive purchase, underwriting or similar agreement or, if such Common Stock is issuable upon the exercise of Warrants, the applicable
warrant agreement therefor, against payment (or delivery) of the consideration therefor provided for therein, such Common Stock (including
any Common Stock duly issued upon exercise of Warrants that are exercisable to purchase Common Stock) will have been duly authorized and
validly issued and will be fully paid and non-assessable.
2. With respect to Securities
constituting Preferred Stock, when (i) the Company has taken all necessary action to authorize and approve the issuance and terms of the
shares of the series of such Preferred Stock, the terms of the offering thereof and related matters, including the adoption of a resolution
fixing the number of shares in any series of Preferred Stock and the designation of relative rights, preferences and limitations in any
series of Preferred Stock and the filing of a certificate of designation with respect to the series with the Secretary of State of the
State of Delaware as required by Delaware General Corporation Law and (ii) such Preferred Stock has been issued and delivered, with certificates
representing such Preferred Stock having been duly executed, countersigned, registered and delivered or, if uncertificated, valid book-entry
notations therefor having been made in the share register of the Company, in accordance with the terms of the applicable definitive purchase,
underwriting or similar agreement or, if such Preferred Stock is issuable upon the exercise of Warrants, the applicable warrant agreement
therefor, against payment (or delivery) of the consideration therefor provided for therein, such Preferred Stock (including any Preferred
Stock duly issued upon exercise of Warrants that are exercisable to purchase Preferred Stock) will have been duly authorized and validly
issued and will be fully paid and non-assessable.
3. With respect to the Warrants,
when (i) the Board has taken all necessary corporate action to approve the creation of and the issuance and terms of the Warrants, the
terms of the offering thereof and related matters; (ii) the warrant agreement or agreements relating to the Warrants have been duly authorized
and validly executed and delivered by the Company and the warrant agent appointed by the Company; and (iii) the Warrants or certificates
representing the Warrants have been duly executed, countersigned, registered and delivered in accordance with the appropriate warrant
agreement or agreements and the applicable definitive purchase, underwriting or similar agreement approved by the Board, upon payment
of the consideration therefor provided for therein, the Warrants will be validly issued and will be valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms.
4. With respect to Securities
constituting Units, when (i) the Board has taken all necessary corporate action to approve the creation of and the issuance and terms
of the Units, terms of the offering thereof and related matters; (ii) the agreement or agreements relating to the Securities comprising
the Units have been duly authorized and validly executed and delivered by the Company; and (iii) the certificates representing the Securities
comprising the Units have been duly executed, countersigned, registered and delivered in accordance with the appropriate agreements, the
Units will be valid and binding obligations of the Company enforceable against the Company in accordance with the their terms.
The opinions and other matters
in this letter are qualified in their entirety and subject to the following:
A. With respect to the opinions
above, we have assumed that, in the case of each offering and sale of Securities, (i) the Registration Statement, and any amendments thereto
(including post-effective amendments), will have become effective under the Act and such effectiveness or qualification shall not have
been terminated or rescinded; (ii) a Prospectus Supplement will have been prepared and filed with the Commission describing such Securities;
(iii) such Securities will have been issued and sold in compliance with applicable United States federal and state securities Laws (hereinafter
defined) and pursuant to and in the manner stated in the Registration Statement and the applicable Prospectus Supplement; (iv) unless
such Securities constitute Common Stock or Preferred Stock issuable upon exchange or conversion of Securities constituting Common Stock
or Preferred Stock, or Common Stock or Preferred Stock issuable upon exercise of Warrants, a definitive purchase, underwriting or similar
agreement with respect to the issuance and sale of such Securities will have been duly authorized, executed and delivered by the Company
and the other parties thereto; (v) at the time of the issuance of such Securities, (a) the Company will validly exist and be duly qualified
and in good standing under the laws of its jurisdiction of incorporation and (b) the Company will have the necessary corporate power and
due authorization; (vi) the terms of such Securities and of their issuance and sale will have been established in conformity with and
so as not to violate, or result in a default under or breach of, the articles of incorporation and bylaws of the Company and any applicable
law or any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court
or governmental or regulatory body having jurisdiction over the Company; (vii) if such Securities constitute Common Stock or Preferred
Stock, (a) sufficient shares of Common Stock or Preferred Stock will be authorized for issuance under the articles of incorporation of
the Company that have not otherwise been issued or reserved for issuance and (b) the consideration for the issuance and sale of such Common
Stock or Preferred Stock established by the Board and provided for in the applicable definitive purchase, underwriting or similar agreement
(or, if Common Stock or Preferred Stock is issuable upon exercise of Warrants, the applicable warrant agreement) will not be less than
the par value of such Common Stock or Preferred Stock; (viii) if such Securities constitute Common Stock or Preferred Stock issuable upon
exercise of Warrants, the action with respect to such Warrants referred to in Paragraph 3 above will have been taken; and (ix) if such
Securities constitute Warrants that are exercisable for Securities constituting Common Stock or Preferred Stock, the Company will have
then taken all necessary action to authorize and approve the issuance of such Common Stock or Preferred Stock upon exercise of such Warrants,
the terms of such exercise and related matters and to reserve such Common Stock or Preferred Stock for issuance upon such exercise.
B. This letter is limited
to matters governed by the Delaware General Corporation Law and by the laws of the State of New York (“Laws”).
C. This letter is limited
to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We assume herein no obligation,
and hereby disclaim any obligation, to make any inquiry after the date hereof or to advise you of any future changes in the foregoing
or of any fact or circumstance that may hereafter come to our attention.
D. The matters expressed in
this letter are subject to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization,
moratorium and similar laws affecting creditors’ rights and remedies generally, and (ii) general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law
or in equity).
We hereby consent to the filing
of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters”
in the Registration Statement and in the Prospectus and in any supplement thereto. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission
promulgated thereunder.
Very truly yours,
| /s/ Sichenzia Ross Ference Carmel LLP |
|
Exhibit 23.1
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S
CONSENT
We consent to the incorporation by reference in this Registration Statement of KULR Technology Group, Inc. on
Form S-3 Amendment #1 of our report dated April 12, 2024, which includes an explanatory paragraph as to KULR Technology Group, Inc.’s
ability to continue as a going concern, with respect to our audits of the consolidated financial statements of KULR Technology Group,
Inc. as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022 appearing in the Annual Report on Form 10-K of
KULR Technology Group, Inc. for the year ended December 31, 2023. We also consent to the reference to our firm under the heading “Experts”
in the Prospectus, which is part of this Registration Statement.
/s/ Marcum LLP
Marcum LLP
Los Angeles, CA
December 3, 2024
Exhibit 107
Calculation of Filing Fee Table
Form S-3
(Form Type)
KULR Technology Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Newly Registered and Carry Forward Securities
CALCULATION OF REGISTRATION FEE
| |
|
Security Type |
|
Security Class Title |
|
Fee Calculation or Carry
Forward Rule |
|
|
Amount Registered |
|
|
Proposed Maximum Offering
Price Per Unit |
|
|
Maximum Aggregate Offering
Price |
|
|
Fee Rate |
|
|
Amount of Registration
Fee |
|
|
Carry Forward Form Type |
|
|
Carry Forward File Number |
|
|
Carry Forward Initial Effective
Date |
|
|
Filing Fee Previously Paid
in Connection with Unsold Securities to be Carried Forward |
|
| |
|
Newly Registered Securities |
|
| Fees to Be Paid |
|
Equity |
|
Common Stock, $0.0001 par value per share |
|
|
457 |
(o) |
|
|
(2 |
)(3) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Fees to Be Paid |
|
Equity |
|
Preferred Stock, $0.0001 par value per share |
|
|
457 |
(o) |
|
|
(2 |
)(3) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Fees to Be Paid |
|
Equity |
|
Warrants |
|
|
457 |
(o) |
|
|
(2 |
)(3) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Fees to Be Paid |
|
Other |
|
Units |
|
|
457 |
(o) |
|
|
(2 |
)(3) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Fees to Be Paid |
|
Unallocated (Universal Shelf) |
|
Unallocated (Universal Shelf)(1) |
|
|
457 |
(o) |
|
|
(2 |
)(3) |
|
|
- |
|
|
|
100,000,000 |
|
|
$ |
0.00015310 |
|
|
$ |
15,310 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Fees Previously Paid |
|
- |
|
- |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| |
|
Carry Forward Securities |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Carry Forward Securities |
|
Equity |
|
Common Stock, $0.0001 par value per share |
|
|
415 |
(a)(6) |
|
|
(1 |
)(2)(3) |
|
|
|
|
|
|
26,090,000 |
(1)(3) |
|
|
|
|
|
|
(1 |
) |
|
|
S-3 |
|
|
|
333-257697 |
|
|
|
July 6, 2021 |
|
|
|
(1 |
) |
| Carry Forward Securities |
|
Unallocated (Universal Shelf) |
|
Unallocated (Universal Shelf)(1) |
|
|
415 |
(a)(6) |
|
|
(1 |
)(2)(3) |
|
|
|
|
|
$ |
26,090,000 |
(1)(3) |
|
$ |
0.00010910 |
|
|
|
(1 |
) |
|
|
S-3 |
|
|
|
333-257697 |
|
|
|
July 6, 2021 |
|
|
$ |
2,846.419 (1 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total Offering Amounts |
|
|
$ |
100,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total Fees Previously Paid |
|
|
$ |
10,910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total Fee Offsets |
|
$ |
2,846.419 |
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Net Fee Due |
|
|
$ |
10,144 |
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) The Registrant previously registered $100,000,000 in aggregate
offering price of securities pursuant to the Registration Statement on Form S-3 (File No. 333-257697) filed on July 6, 2021, and declared
effective on July 13, 2021, as amended from time to time (the “Prior Registration Statement”), approximately $26,090,000 of
which remains unallocated and unsold as of the date of filing of this registration statement (the “Unsold Securities”). The
Unsold Securities are being carried forward to and registered on this registration statement. Pursuant to Rule 415(a)(6) under the Securities
Act, (i) the registration fee is being carried forward to this registration statement and will continue to be applied to the Unsold Securities,
and (ii) the offering of the Unsold Securities registered on the Prior Registration Statement will be deemed terminated as of the date
of effectiveness of this registration statement. The Registrant previously paid a registration fee of $10,910 in connection with the filing
of the Prior Registration Statement. The Registrant utilized $2,846.419 of the unused filing fee relating to the Unsold Securities under
the Prior Registration Statement, and applied such amount to the $5,166 total registration fee toward the registration statement. Accordingly,
only the balance amount of $2,319.581 was paid by the Registrant in connection with the registration statement. The registrant will pay
an additional filing fee of $10,144 to increase the registration statement offering amount from $35,000,000 to $100,000,000.
(2) Pursuant to Rule 416 of the Securities Act,
this Registration Statement also includes additional shares of common stock issuable upon stock splits, stock dividends or similar transactions.
These offered securities may be sold separately, together or as units with other offered securities. An unspecified number of securities
or aggregate principal amount, as applicable, is being registered as may from time to time be offered at unspecified prices.
(3) Pursuant to Rule 457(o) under the Securities Act, which permits
the registration fee to be calculated on the basis of the maximum offering price of all the securities listed, the table does not specify
by each class information as to the amount to be registered, proposed maximum offering price per unit or proposed maximum aggregate offering
price. The aggregate public offering price of securities sold by the Registrant (including newly listed securities and carry-forward securities)
will not exceed $100,000,000.
(4) The aggregate number of Unsold
Securities does not include any allocation for securities offered under the prospectus supplements dated July 3, 2024 and December
4, 2024, filed by the Registrant, for sale of shares of common stock under such prospectus supplement pursuant to an at the market
offering agreement. To the extent that, after the filing date hereof and prior to the effectiveness of this registration statement,
the Registrant sells any Unsold Securities pursuant to the Prior Registration Statements, the Registrant will identify in a
pre-effective amendment to this registration statement the updated amount of Unsold Securities from the Prior Registration
Statements to be included in this registration statement pursuant to Rule 415(a)(6). Pursuant to Rule 415(a)(6), the offering of the
Unsold Securities under the Prior Registration Statements will be deemed terminated as of the date of effectiveness of this
registration statement.
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