KULR Technology Group, Inc. - Quarter Report: 2021 June (Form 10-Q)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number:

001-40454

KULR TECHNOLOGY GROUP, INC.

(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 No.)

4863 Shawline Street, San Diego, California	92111
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 408-663-5247

KULR Technology Group, Inc., 1999 S. Bascom Ave. Suite 700. Campbell, California 95008

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	KULR	NYSE American LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b- 2 of the Exchange Act.

Large accelerated filer	◻	Accelerated filer	◻
Non-accelerated filer	⌧	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

As of August 16, 2021, there were 101,701,263 shares of Common Stock, $0.0001 par value, issued and outstanding.

Table of Contents

KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION

	Item 1. Financial Statements	3

	Condensed Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020	3

	Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2021 and 2020	4

	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) for the Three and Six Months Ended June 30, 2021 and 2020	5

	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020	6

	Notes to Condensed Consolidated Financial Statements (unaudited)	8

	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	20

	Item 3. Quantitative and Qualitative Disclosures About Market Risk	24

	Item 4. Controls and Procedures	25

PART II - OTHER INFORMATION

	Item 1. Legal Proceedings	26

	Item 1A. Risk Factors	26

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	26

	Item 3. Defaults Upon Senior Securities	26

	Item 4. Mine Safety Disclosures	26

	Item 5. Other Information	26

	Item 6. Exhibits	27

	SIGNATURES	28

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30,		December 31,
	2021		2020
	(unaudited)
Assets

Current Assets:
Cash	$	12,159,583	$	8,880,140
Accounts receivable		614,784		55,492
Inventory		182,458		55,452
Prepaid expenses and other current assets		488,538		150,468
Total Current Assets		13,445,363		9,141,552
Property and equipment, net		84,441		57,857
Security deposits		58,941		8,728
Right of use asset		793,769		—
Total Assets	$	14,382,514	$	9,208,137

Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable	$	119,677	$	66,537
Accounts payable - related party		2,628		2,628
Accrued expenses and other current liabilities		343,026		395,012
Accrued issuable equity		349,093		128,380
Notes payable, net of debt discount of $0 and $128,198 at June 30, 2021 and December 31, 2020, respectively		—		2,321,802
Loan payable, current portion		155,226		12,936
Lease liability, current portion		252,081		—
Deferred revenue		29,229		20,000
Total Current Liabilities		1,250,960		2,947,295
Lease liability, non-current portion		542,344		—
Loan payable, non-current portion		—		142,290
Total Liabilities		1,793,304		3,089,585

Commitments and contingencies (Note 10)

Stockholders' Equity
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; Series A Preferred Stock, 1,000,000 shares designated; none issued and outstanding at June 30, 2021 and December 31, 2020		—		—
Series B Convertible Preferred Stock, 31,000 shares designated; 0 and 13,972 shares issued and outstanding and liquidation preference of $0 and $13,972 at June 30, 2021 and December 31, 2020, respectively		—		1
Series C Preferred Stock, 400 shares designated; none issued and outstanding at June 30, 2021 and December 31, 2020		—		—
Series D Preferred Stock, 650 shares designated; none issued and outstanding at June 30, 2021 and December 31, 2020		—		—
Common stock, $0.0001 par value, 500,000,000 shares authorized; 100,567,930 and 89,908,600 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		10,058		8,991
Additional paid-in capital		28,567,426		17,355,968
Accumulated deficit		(15,988,274)		(11,246,408)
Total Stockholders' Equity		12,589,210		6,118,552
Total Liabilities and Stockholders' Equity	$	14,382,514	$	9,208,137

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

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KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020

Revenue	$	628,244	$	201,128	$	1,046,149	$	278,628
Cost of revenue		439,206		44,734		714,474		74,777
Gross Profit		189,038		156,394		331,675		203,851
Operating Expenses:
Research and development		352,741		57,991		475,724		169,704
Selling, general, and administrative		2,723,303		421,544		4,216,114		886,954
Total Operating Expenses		3,076,044		479,535		4,691,838		1,056,658
Loss From Operations		(2,887,006)		(323,141)		(4,360,163)		(852,807)

Other (Expense) Income
Interest expense, net		(766)		(2,353)		(1,631)		(3,720)
Debt redemption costs		(140,000)		—		(140,000)		—
Amortization of debt discount		(20,074)		(77,691)		(128,198)		(96,911)
Change in fair value of accrued issuable equity		20,703		(25,800)		(111,874)		(25,800)
Total Other Expenses, net		(140,137)		(105,844)		(381,703)		(126,431)

Net Loss		(3,027,143)		(428,985)		(4,741,866)		(979,238)
Deemed dividend to Series D preferred stockholders		(2,624,326)		—		(2,624,326)		—
Net Loss Attributable to Common Stockholders	$	(5,651,469)	$	(428,985)	$	(7,366,192)	$	(979,238)


Net Loss Per Share
- Basic and Diluted	$	(0.06)	$	(0.01)	$	(0.08)	$	(0.01)

Weighted Average Number of Common Shares Outstanding
- Basic and Diluted		92,513,238		81,234,608		91,302,814		81,166,393

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

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KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY)

(unaudited)


	FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021
	Series B Convertible			Series C Convertible			Series D Convertible						Additional				Total
	Preferred Stock			Preferred Stock			Preferred Stock			Common Stock			Paid-In		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance - January 1, 2021	13,972	$	1	—	$	—	—	$	—	89,908,600	$	8,991	$	17,355,968	$	(11,246,408)	$	6,118,552
Common stock issued upon conversion of Series B Convertible Preferred Stock	(13,972)		(1)	—		—	—		—	698,600		70		(69)		—		—
Stock-based compensation:
Common stock issued for services	—		—	—		—	—		—	20,000		2		49,798		—		49,800
Restricted common stock issued	—		—	—		—	—		—	2,000,000		200		(200)		—		—
Amortization of restricted common stock	—		—	—		—	—		—	—		—		126,625		—		126,625
Amortization of stock options	—		—	—		—	—		—	—		—		9,112		—		9,112
Amortization of market-based award	—		—	—		—	—		—	—		—		130,245		—		130,245
Net loss	—		—	—		—	—		—	—		—		—		(1,714,723)		(1,714,723)
Balance - March 31, 2021	—		—	—		—	—		—	92,627,200		9,263		17,671,479		(12,961,131)		4,719,611
														—				—
Issuance of Series D Convertible Preferred Stock, Common Stock, and warrants for cash [1]	—		—	—		—	650		—	1,300,000		130		6,134,870		—		6,135,000
Common stock issued upon the conversion of Series D Convertible Preferred Stock	—		—	—		—	(650)		—	3,170,730		317		(317)		—		—
Common stock issued upon the exercise of warrants	—		—	—		—	—		—	3,000,000		300		3,712,200		—		3,712,500
Stock-based compensation:
Common stock issued for services	—		—	—		—	—		—	55,000		6		109,994		—		110,000
Restricted common stock issued	—		—	—		—	—		—	415,000		42		(42)		—		—
Amortization of restricted common stock	—		—	—		—	—		—	—		—		433,689		—		433,689
Amortization of stock options	—		—	—		—	—		—	—		—		15,779		—		15,779
Amortization of market-based award	—		—	—		—	—		—	—		—		489,774		—		489,774
Net loss	—		—	—		—	—		—	—		—		—		(3,027,143)		(3,027,143)
Balance - June 30, 2021	—	$	—	—	$	—	—	$	—	100,567,930	$	10,058	$	28,567,426	$	(15,988,274)	$	12,589,210

[1] Represents relative fair value of preferred stock issued, net of cash issuance costs of $365,000.


	FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020
	Series B Convertible			Series C Convertible			Series D Convertible						Additional					Total
	Preferred Stock			Preferred Stock			Preferred Stock			Common Stock			Paid-In		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Deficiency

Balance - January 1, 2020	14,487	$	1	24.01	$	—	—	$	—	81,071,831	$	8,107	$	7,591,239	$	(8,396,312)	$	(796,965)
Common stock issued as a commitment fee for the Standby Equity Distribution Agreement	—		—	—		—	—		—	95,847		10		63,249		—		63,259
Stock-based compensation:
Amortization of stock options	—		—	—		—	—		—	—		—		10,528		—		10,528
Net loss	—		—	—		—	—		—	—		—		—		(550,253)		(550,253)
Balance - March 31, 2020	14,487		1	24.01		—	—		—	81,167,678		8,117		7,665,016		(8,946,565)		(1,273,431)
Common stock issued as a commitment fee for the Standby Equity Distribution Agreement [2]	—		—	—		—	—		—	561,564		56		679,381		—		679,437
Stock-based compensation:
Common Stock	—		—	—		—	—		—	30,000		3		29,997		—		30,000
Amortization of stock options	—		—	—		—	—		—	—		—		9,588		—		9,588
Net loss	—		—	—		—	—		—	—		—		—		(428,985)		(428,985)
Balance - June 30, 2020	14,487	$	1	24.01	$	—	—	$	—	81,759,242	$	8,176	$	8,383,982	$	(9,375,550)	$	(983,391)

[2] Amount represents gross proceeds of $757,695 less $78,258 of amortized deferred offering costs.

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

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KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	For the Six Months Ended
	June 30,
	2021		2020

Cash Flows From Operating Activities:
Net loss	$	(4,741,866)	$	(979,238)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		128,198		96,911
Depreciation expense		9,908		5,534
Bad debt expense		—		933
Change in fair value of accrued issuable equity		111,874		25,800
Stock-based compensation		1,473,863		94,816
Changes in operating assets and liabilities:
Accounts receivable		(559,292)		(43,513)
Inventory		(127,006)		(13,585)
Prepaid expenses and other current assets		(338,070)		(1,119)
Security deposits		(50,213)		—
Right of use asset		21,048		—
Accounts payable		53,140		(235,754)
Accrued expenses and other current liabilities		(51,986)		(203,212)
Lease liability		(20,392)		—
Deferred revenue		9,229		(15,000)
Total Adjustments		660,301		(288,189)
Net Cash Used In Operating Activities		(4,081,565)		(1,267,427)

Cash Flows From Investing Activities:
Purchase of property and equipment		(36,492)		(30,000)
Net Cash Used In Investing Activities		(36,492)		(30,000)

Cash Flows from Financing Activities:
Proceeds from sale of Series D convertible preferred stock, common stock and warrants		6,500,000		—
Proceeds from sale of common stock		—		757,695
Repayments of notes payable		(2,450,000)		(225,000)
Proceeds from the exercise of warrants		3,712,500		—
Proceeds from Paycheck Protection Program loan		—		155,226
Proceeds from note payable		—		1,410,000
Proceeds from line of credit, net		—		3,555
Payment of debt issuance costs		—		(130,000)
Payment of financing costs		(365,000)		(15,000)
Net Cash Provided By Financing Activities		7,397,500		1,956,476

Net Increase In Cash		3,279,443		659,049
Cash - Beginning of Period		8,880,140		108,857
Cash - End of Period	$	12,159,583	$	767,906

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

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KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, continued

(unaudited)


	For the Six Months Ended
	June 30,
		2021		2020
Supplemental Disclosures of Cash Flow Information:

Cash paid during the period for:
Interest	$	735	$	2,824
Income taxes	$	—	$	—

Non-cash investing and financing activities:
Right of use asset for lease liability	$	814,817	$	—
Beneficial conversion feature on Series D convertible preferred stock	$	2,624,326	$	—
Common stock issued upon the conversion of Series D convertible preferred stock	$	317	$	—
Common stock issued as a commitment fee for the SEDA agreement	$	—	$	63,259
Deferred offering costs reclassified to equity	$	—	$	13,042
Common stock issued upon conversion of Series B Convertible Preferred Stock	$	70	$	—
Original issuance discount on note payable	$	—	$	90,000
Common stock issued for repayment of note payable	$	—	$	141,000
Subscriptions receivable for accrued issuable equity	$	—	$	220,000

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

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KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1 ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Organization and Operations

KULR Technology Group, Inc., through its wholly-owned subsidiary, KULR Technology Corporation (collectively referred to as “KULR” or the “Company”), develops and commercializes high-performance thermal management technologies for electronics, batteries, and other components across a range of applications. Currently, the Company is focused on targeting high performance aerospace and Department of Defense ("DOD") applications, such as satellite communications, directed energy systems and hypersonic vehicles, and applying them to mass market commercial applications, such as lithium-ion battery energy storage, electrical vehicles, 5G communication, cloud computer infrastructure, and consumer and industrial devices.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the operating results for the full year ending December 31, 2021 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and related disclosures as of December 31, 2020 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) on Form 10-K on March 19, 2021.

Risks and Uncertainties

In March 2020, the World Health Organization declared COVID-19, a novel strain coronavirus, a pandemic. During 2020 and continuing into 2021, the global economy has been, and continues to be, affected by COVID-19. While the Company continues to see signs of economic recovery as certain governments begin to gradually ease restrictions, provide economic stimulus and accelerate vaccine distribution, the rate of recovery on a global basis has been affected by resurgence of the virus or its variants in certain jurisdictions. The Company continues to monitor the impact of COVID-19 on its business and operational assumptions and estimates and has determined there were no material adverse impacts on the Company’s results of operations and financial position at June 30, 2021.

The full extent of the future impact of COVID-19 on the Company’s operations and financial condition is uncertain. Accordingly, COVID-19 could have a material adverse effect on the Company’s business, results of operations, financial condition and prospects during 2021 and beyond, including the demand for its products, interruptions to supply chains, ability to maintain regular research and development and manufacturing schedules as well as the capability to meet customer demands in a timely manner. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Since the date of the Annual Report on Form 10-K for the year ended December 31, 2020, there have been no material changes to the Company’s significant accounting policies, except as disclosed in this note.

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KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Liquidity

During the six months ended June 30, 2021, the Company raised gross proceeds of $6,500,000 in connection with the sale of preferred stock and warrants, and raised proceeds of $3,712,500 in connection with the exercise of warrants to purchase common stock. During the six months ended June 30, 2021, the Company repaid outstanding notes payable in the amount of $2,450,000. As of June 30, 2021, the Company had cash of $12,159,583 and working capital of $12,194,403. While the Company anticipates it will continue to incur operating losses and use cash in operating activities for the foreseeable future, the Company believes that its current working capital is sufficient in comparison to its anticipated cash usage for a period of at least twelve months subsequent to the filing date of these financial statements.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, accounts receivable, revenue and accounts payable.

Cash Concentrations

A significant portion of the Company’s cash is held at one major financial institution. The Company has not experienced any losses in such accounts. Cash held in US bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution. There was an uninsured balance of $11,833,906 and $8,513,010 as of June 30, 2021 and December 31, 2020, respectively.

Customer and Revenue Concentrations

The Company had certain customers whose revenue individually represented 10% or more of the Company's total revenue, or whose accounts receivable balances individually represented 10% or more of the Company's total accounts receivable, as follows:


	Revenues								Accounts Receivable
	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,				As of		As of
	2021		2020		2021		2020		June 30, 2021		December 31, 2020

Customer A	20	%	*		14	%	*		35	%	*
Customer B	*		*		*		*		*		70	%
Customer C	*		25	%	*		18	%	*		*
Customer D	*		*		*		*		*		19	%
Customer E	*		*		*		*		*		10	%
Customer F	69	%	*		62	%	*		56	%	*
Customer G	*		*		12	%	*		*		*
Customer H	*		44	%	*		48	%	*		*
Total	89	%	69	%	88	%	66	%	91	%	99	%

*	Less than 10%

There is no assurance the Company will continue to receive significant revenues from any of these customers. Any reduction or delay in operating activity from any of the Company’s significant customers, or a delay or default in payment by any significant customer, or termination of agreements with significant customers, could materially harm the Company’s business and prospects. As a result of the Company’s significant customer concentrations, its gross profit and results from operations could fluctuate significantly due to changes in political, environmental, or economic conditions, or the loss of, reduction of business from, or less favorable terms with any of the Company’s significant customers.

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KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Vendor Concentrations

Vendor concentrations are as follows for the three and six months ended June 30, 2021 and 2020:


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020

Vendor A	13	%	*		14	%	*
Vendor B	*		20	%	*		17	%
Vendor C	11	%	17	%	*		19	%
Vendor D	10	%	*		*		*
	34	%	37	%	14	%	36	%

*	Less than 10%

Inventory

Inventory is comprised of carbon fiber velvet ("CFV") thermal interface solutions and internal short circuit batteries, which are available for sale. Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. The cost of inventory that is sold to third parties is included within cost of sales and the cost of inventory that is given as samples is included within operating expenses. The Company periodically reviews for slow-moving, excess or obsolete inventories. Products that are determined to be obsolete, if any, are written down to net realizable value. As of June 30, 2021 and December 31, 2020, the Company's inventory was comprised solely of finished goods.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation.

The following five steps are applied to achieve the core principle of ASC 606:

●

Step 1: Identify the contract with the customer;

●

Step 2: Identify the performance obligations in the contract;

●

Step 3: Determine the transaction price;

●

Step 4: Allocate the transaction price to the performance obligations in the contract; and

●

Step 5: Recognize revenue when the company satisfies a performance obligation.

The Company recognizes revenue primarily from the following different types of contracts:

●

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

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KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

●

Contract services – Revenue is recognized at the point in time that the Company satisfies its performance obligation under the contract, which is generally at the time the services are fulfilled and/or accepted by the customer.

The following table summarizes the Company's revenue recognized during the three and six months ended June 30, 2021 and 2020:


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020

Product sales	$	577,360	$	67,130	$	755,609	$	99,130
Contract services		50,884		133,998		290,540		179,498
Total revenue	$	628,244	$	201,128	$	1,046,149	$	278,628

As of June 30, 2021 and December 31, 2020, the Company had $29,229 and $20,000 of deferred revenue, respectively, from contracts with customers. The contract liabilities represent payments received from customers for which the Company had not yet satisfied its performance obligation under the contract., or the customers have not officially accepted the goods or services provided under the contract. During the three and six months ended June 30, 2021 and 2020, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods.

As of June 30, 2021 and December 2020, the Company had $109,735 and $31,212, respectively, of deferred labor costs, which is included in prepaid expenses and other current assets in the Company's condensed consolidated balance sheets. Deferred labor costs represent costs to fulfill the Company's contract service revenue. The Company will recognize the deferred labor costs as cost of revenues at the point in time that the Company satisfies its performance obligation under the respective contract, which is generally at the time the services are fulfilled and/or accepted by the customer.

Shipping and Handling Costs

Amounts billed to a customer in a sales transaction related to shipping and handling are recorded as revenue. Costs incurred for shipping and handling are included as cost of revenues on the accompanying condensed consolidated statements of operations.

Net Loss Per Common Share

Basic net loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common and dilutive common-equivalent shares outstanding during each period. Dilutive common-equivalent shares consist of shares of non-vested restricted stock, if not anti-dilutive.

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KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The following shares were excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive:


	June 30,
	2021	2020

Series B Convertible Preferred Stock	—	724,350
Series C Convertible Preferred Stock	—	240,100
Unvested restricted stock	2,475,000	—
Market-based equity awards	3,000,000	—
Options	540,000	395,000
Warrants	6,387,911	210,025
Total	12,402,911	1,569,475

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net loss.

Recently Adopted Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (the "FASB") issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes," which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 effective January 1, 2021 and its adoption did not have a material impact on the Company's condensed consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. ASU 2020-06 requires entities to provide expanded disclosures about the terms and features of convertible instruments and amends certain guidance in ASC 260, Earnings per Share, relating to the computation of earnings per share for convertible instruments and contracts in an entity’s own equity. The guidance becomes effective for the Company on January 1, 2024, with early adoption permitted. The Company is currently evaluating the impact of this new standard on its condense consolidated financial statements.

On May 3, 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Issuers should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. Early adoption is permitted, including adoption in an interim period. If an issuer elects to early adopt the new standard in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The Company is evaluating this new standard.

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KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 3 PREPAID EXPENSES AND OTHER CURRENT ASSETS

As of June 30, 2021 and December 31, 2020, prepaid expenses and other current assets consisted of the following:


	June 30,		December 31,
	2021		2020
Deferred labor costs	$	109,735	$	31,212
Deferred inventory costs		18,409		—
Filing		4,139		9,944
Insurance		88,292		16,035
Marketing		187,599		56,853
Other		16,271		25,820
Professional fees		64,093		10,604
Total prepaid expenses	$	488,538	$	150,468

NOTE 4 ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

As of June 30, 2021 and December 31, 2020, accrued expenses and other current liabilities consisted of the following:


	June 30,		December 31,
	2021		2020

Payroll and vacation	$	177,353	$	278,854
Legal and professional fees		118,150		81,902
Other		47,523		34,256
Total accrued expenses and other current liabilities	$	343,026	$	395,012

NOTE 5 ACCRUED ISSUABLE EQUITY

A summary of the accrued issuable equity activity during the six months ended June 30, 2021 is presented below.


Balance, January 1, 2021	$	128,380
Additions		183,639
Reclassifications to equity		(74,800)
Mark-to market		111,874
Balance, June 30, 2021	$	349,093

During the six months ended June 30, 2021, the Company entered into certain contractual arrangements for services in exchange for a fixed number of shares of common stock of the Company, having an aggregate grant date value of $183,639, and settled certain of its accrued issuable equity obligations through the issuance of an aggregate of 40,000 shares with an aggregate fair value of $74,800.

During the three and six months ended June 30, 2021, the Company recorded income (loss) of $20,703 and ($111,874), respectively, related to the change in fair value of accrued issuable equity.

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KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 6 LEASES

On April 5, 2021, the Company entered into a new lease agreement for office space in San Diego, California, effective June 1, 2021. The intital lease term is three years and there is an option to renew for an additional five years. Management does not expect to exercise its option to renew. Monthly rental payments under the new lease begin at $23,787, which is comprised of $18,518 of base rent plus $5,268 of common area maintenance fees, with annual escalation of 3.5%.The Company paid a security deposit of $50,213 in connection with the new lease agreement.

The Company determined that that value of the lease liability and the related right-of-use asset at inception was $814,817, using an estimated incremental borrowing rate of 5%.

The Company also rents office space in San Diego, California on a month-to-month basis, at monthly rent of $5,127, which is comprised of $4,572 of base rent plus $555 of association fees.

During the three and six months ended June 30, 2021, aggregate operating lease expense was $39,805 and $55,207, respectively. For the three and six months ended June 30, 2020, operating lease expense was $17,200 and $27,216, respectively. As of June 30, 2021, the Company did not have any financing leases.

Maturities of lease liabilities as of June 30, 2021 were as follows:


Maturity Date
Remaining six months ending December 31, 2021	$	142,722
2022		289,981
2023		297,917
2024		125,530
Total lease payments		856,150
Less: Imputed interest		(61,725)
Present value of lease liabilities		794,425
Less: current portion		(252,081)
Lease liabilities, non-current portion	$	542,344

NOTE 7 NOTES PAYABLE

A summary of notes payable activity during the six months ended June 30, 2021 is presented below:


	Notes		Debt
	Payable		Discount		Total
Balance, January 1, 2021	$	2,450,000	$	(128,198)	$	2,321,802
Repayments in cash		(2,450,000)		—		(2,450,000)
Amortization of debt discount		—		128,198		128,198
Outstanding, June 30, 2021	$	—	$	—	$	—

NOTE 8 RELATED PARTY TRANSACTIONS

Accounts Payable – Related Party

Accounts payable – related party consisted of a liability of $2,628 and $2,628, as of June 30, 2021 and December 31, 2020, respectively, to Energy Science Laboratories, Inc. (“ESLI”), a company controlled by the Company’s Chief Technology Officer (“CTO”), in connection with consulting services provided to the Company associated with the development of the Company’s CFV thermal management solutions in prior periods.

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KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 9 STOCKHOLDERS’ EQUITY

Series D Preferred Stock

On May 19, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with an investor, pursuant to which the Company agreed to issue to the investor an aggregate of 650 shares of Series D convertible preferred stock (the “Series D Preferred”) pursuant to a new designation of preferred stock, and one-year warrants to purchase 2,600,000 shares of common stock (the “Warrants”) at a price of $2.50 per share, for aggregate gross proceeds of $6,500,000 (the “Offering”). The Company also agreed to pay the investor a commitment fee of 1,300,000 shares of common stock at the closing of the Offering. The closing of the Offering occurred on May 20, 2021. In connection with the closing of the financing, the Company repaid in full its aggregate remaining notes payable obligation of $1,400,000.

The Series D Preferred have a fixed conversion price of $2.05, are convertible into an aggregate of 3,170,732 shares of common stock and have the right to vote on an as-converted basis. Holders of the Series D Preferred shall be entitled to receive cumulative dividends annually at an annual rate equal to ten percent (10%). Dividends shall be payable in cash or, at the option of the holder of the Series D Preferred, converted into shares of common stock as provided in the certificate of designation for the Series D Preferred. Provided that the shares of common stock issuable upon conversion of the Series D Preferred is registered pursuant to an effective registration statement, the Company shall have the option, but not the obligation, to redeem, in cash, all or part of the Series D Preferred.

The Company determined that the Series D Preferred was permanent equity given that there was no redemption provision at the holder’s option and it was determined that the conversion option was clearly and closely related to the equity host, so it didn’t need to be bifurcated. The Company further determined that the $10,000 cash structuring fee paid to the investor, would be accounted for as a reduction of the $6,500,000 of gross proceeds. The remaining proceeds of $6,490,000 were allocated on a relative fair value basis to the Series D Preferred ($3,875,675), the commitment shares ($1,339,582) and the Warrant ($1,274,743). The Company used the Black-Scholes option pricing model to determine the fair value of the Warrant using the following assumptions: exercise price of $2.50 per share, market price of $2.05 per share, expected term of 1.0 year, volatility of 142% and a risk-free interest rate of 0.05%. Finally, the Company determined that the Series D Preferred had a beneficial conversion feature equal to $2,624,326 which is a deemed dividend and represents an adjustment to the numerator in the loss per share calculation. The cash issuance costs of $365,000 (inclusive of the $10,000 cash structuring fee) were charged to additional paid-in-capital.

On June 17, 2021, all of the outstanding shares of Series D Preferred were converted into common stock. See “Common Stock”, below.

Common Stock

On May 20, 2021, the Company issued 1,300,000 shares of common stock with an issuance date value of $2,665,000 as a commitment fee to the investor, for the purchase of Series D Preferred. The value of the shares of common stock issued was accounted for as a reduction of the proceeds from the sale of the Series D Preferred.

On June 17, 2021, the Company issued 3,170,730 shares of common stock upon the conversion of 650 shares of Series D Preferred, after which no Series D Preferred shares remained outstanding.

During the three months ended June 30, 2021, the Company issued 3,000,000 shares of common stock upon the exercise of warrants for proceeds of $3,712,500.

Stock-Based Compensation

During the three month and six months ended June 30, 2021, the Company recognized stock-based compensation expense of $1,085,891 and $1,473,863, respectively of which $7,785 and $15,190, respectively, is included in research and

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KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

development expenses, and $1,078,106 and $1,458,673, respectively, is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. During the three and six months ended June 30, 2020, the Company recognized stock-based compensation expense of $82,088 and $94,816, respectively, of which $2,163 and $10,275, respectively was charged to research and development expense and $79,925 and $84,541, respectively is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations.

The following table presents information related to stock-based compensation for the three months and six months ended June 30, 2021 and 2020:


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Common stock issued for services	$	110,000	$	30,000	$	159,800	$	30,000
Amortization of restricted common stock		433,689		—		560,314		—
Amortization of market-based awards		489,774		—		620,019		—
Stock options		15,779		9,588		24,891		20,116
Accrued issuable equity (1)		36,649		42,500		108,839		44,700
Total	$	1,085,891	$	82,088	$	1,473,863	$	94,816

(1)	See Note 5 - Accrued Issuable Equity, for additional details.

Common Stock Issued for Services

On February 26, 2021, the Company issued 20,000 shares of immediately vested common stock with an aggregate grant date value of $49,800 for consulting services provided during January 2021 and February 2021.

On April 7, 2021, the Company issued 20,000 shares of immediately vested common stock with an aggregate grant date value of $25,000 for consulting services.

On June 11, 2021, the Company issued 35,000 shares of immediately vested common stock with an aggregate grant date value of $85,000 for services rendered during May and June 2021.

Restricted Common Stock

On March 1, 2021, the Company issued 2,000,000 shares of restricted common stock (the “COO Shares”) with an aggregate grant date value of $5,220,000 in connection with the appointment of the Company’s Chief Operating Officer. The shares vest in four equal annual installments beginning on March 1, 2022.

During May 2021, the Company issued 80,000 shares of restricted common stock with an aggregate grant date value of $164,000 in connection with the appointment of the Company's Vice President of Operations and granted 50,000 shares of restricted common stock with an aggregate grant date value of $99,500 in connection with the appointment of the Company's Senior Director of Product Development. The shares vest in four equal annual installments beginning in May 2022.

On June 1, 2021, the Company issued 25,000 shares of restricted common stock with an aggregate grant date value of $51,750 for services rendered pursuant to a consulting agreement. The shares vest on the one year anniversary of the grant date.

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KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

On June 7, 2021, the Company issued an aggregate of 60,000 shares of restricted common stock with an aggregate grant date value of $156,000 as compensation to three recently elected board members. The shares vest in 15,000 share increments every three months beginning on September 7, 2021.

On June 10, 2021, the Company issued 200,000 shares of restricted common stock with an aggregate grant date value of $524,000 in connection with the appointment of the Company’s Vice President of Sales and Marketing. The shares vest in four equal annual installments beginning June 9, 2022.

The grant date value of the above awards is recognized ratably over the respective vesting periods. During the three and six months ended June 30, 2021, the Company recorded stock-based compensation of $433,689 and $560,314, respectively, in connection with the amortization of restricted stock.

As of June 30, 2021, there was $5,731,264 of unrecognized stock-based compensation related to restricted stock awards which will be amortized over the weighted average remaining vesting period of 3.6 years.

Stock Options

On March 12, 2021, in connection with the hire of its Senior Director of Product Development, the Company granted a five-year option to purchase 100,000 shares of common stock pursuant to the 2018 Plan. The option is exercisable at an exercise price of $2.44 per share. One-fourth of the options will vest on the first-year anniversary of the grant date and the remaining options vest monthly over three years. The options had an aggregate grant date value of $57,819 which is recognized over the vesting period.

On May 17, 2021, the Company granted five-year options to purchase a total of 10,000 shares of common stock at an exercise price of $2.08 per share to an employee pursuant to the 2018 Plan. One-fourth of the options will vest on the six-month anniversary of the grant date and the remaining options vest annually over three years. The options had an aggregate grant date value of $5,878 which is recognized over the vesting period.

On May 26, 2021, the Company granted five-year options to purchase a total of 10,000 shares of common stock at an exercise price of $1.99 per share to an employee pursuant to the 2018 Plan. One-fourth of the options will vest on the six-month anniversary of the grant date and the remaining options vest annually over three years. The options had an aggregate grant date value of $5,805 which is recognized over the vesting period.

On June 1, 2021, the Company granted two five-year options to purchase a total of 20,000 shares of common stock at an exercise price of $2.03 per share to certain employees pursuant to the 2018 Plan. One-fourth of the options will vest on the six-month anniversary of the grant date and the remaining options vest annually over three years. The options had an aggregate grant date value of $12,145 which is recognized over the vesting period.

On June 17, 2021, the Company granted five-year options to purchase a total of 30,000 shares of common stock at an exercise price of $2.27 per share to an employee pursuant to the 2018 Plan. One-fourth of the options will vest on the six-month anniversary of the grant date and the remaining options vest annually over three years. The options had an aggregate grant date value of $16,726 which is recognized over the vesting period.

As of June 30, 2021 there was $120,504 of unrecognized stock-based compensation expense related to stock options, which will be recognized over the weighted average remaining vesting period of 3.3 years.

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KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The Company has computed the fair value of stock options granted using the Black-Scholes option pricing model. In applying the Black-Scholes option pricing model, the Company used the following assumptions:


	For the Six Months Ended
	June 30,
	2021		2020

Risk free interest rate	0.33% - 0.85	%	1.58	%
Expected term (years)	2.5 - 3.5		2.50
Expected volatility	93% - 109	%	93	%
Expected dividends	0	%	0	%

A summary of options activity during the six months ended June 30, 2021 is presented below:


		Weighted		Weighted
		Average		Average
	Number of	Exercise		Remaining	Intrinsic
	Options	Price		Term (Yrs)	Value
Outstanding, January 1, 2021	370,000	$	0.66
Granted	170,000		2.31
Exercised	—		—
Expired	—		—
Forfeited	—		—
Outstanding, June 30, 2021	540,000	$	0.90	3.5	$	672,700

Exercisable, June 30, 2021	293,173	$	0.66	2.6	$	530,642

The following table presents information related to stock options as of June 30, 2021:


			Exercisable Options
			Weighted
		Outstanding	Average
Exercise		Number of	Remaining Life	Number of
Price		Options	In Years	Options
$	0.66	370,000	2.6	293,173
$	1.99	10,000	—	—
$	2.03	20,000	—	—
$	2.08	10,000	—	—
$	2.27	30,000	—	—
$	2.44	100,000	—	—
		540,000	2.6	293,173

See Market-Based Awards below for an additional option issuance.

Market-Based Awards

On March 1, 2021, in connection with the appointment of the Company’s Chief Operating Officer (the “COO”), the COO became eligible to receive of up to 1,500,000 shares of the Company’s common stock which will be earned based upon achieving certain market capitalization milestones up to $4 billion. The grant date value of this award of $2,911,420 was determined using a Monte Carlo valuation model for market-based vesting awards and will be amortized over each of the tranches’ prospective derived service period.

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KULR TECHNOLOGY GROUP, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

On June 10, 2021, the Chief Executive Officer (the “CEO”) received an option for the purchase of up to 1,500,000 shares of the Company’s common stock at an exercise price of $2.60, which will be earned based upon achieving certain market capitalization milestones up to $4 billion. The grant date value of this award of $2,579,000 was determined using a Monte Carlo valuation model for market-based vesting awards and will be amortized over each of the tranches’ prospective derived service period.

The following assumptions were used in applying the Monte Carlo valuation model to the Company’s market-based awards described above.


	March 1,			June 10,
	2021			2021
Risk free interest rate		0.71	%		0.73	%
Expected volatility		98.9	%		98.5	%
Expected dividend yield		0	%		0	%
Expected term		2.1	years		2.2	years
Fair value of common stock on date of grant	$	2.61		$	2.62

As of June 30, 2021, there was $4,870,402 of unrecognized stock-based compensation expense related to market-based awards which will be amortized over the remaining weighted average vesting period of 2.1 years.

NOTE 10 COMMITMENTS AND CONTINGENCIES

Technology Development and Sponsorship Agreement

On March 31, 2021, the Company entered into a multi-year technology development and sponsorship agreement, pursuant to which the Company has committed to spend an aggregate of $1,650,000 in three installments which are due on April 1, 2021, January 1, 2022, and January 1, 2023. The Company paid $250,000 on April 1, 2021, which was recorded as a prepaid expense and will be amortized over the performance period. During the six months ended June 30, 2021, $83,333 of expense was recognized related to the agreement.

NOTE 11 SUBSEQUENT EVENTS

Common Stock

During July 2021, the Company issued an aggregate of 1,133,333 shares of common stock in connection with exercises of outstanding warrants pursuant to which we received an aggregate of $1,416,666 of gross proceeds.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the results of operations and financial condition of KULR Technology Group, Inc. (the “Company”) as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 should be read in conjunction with our condensed consolidated financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis should be read in conjunction with the Company’s audited financial statements and related disclosures as of December 31, 2020 and for the year then ended, which are included in the Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 19, 2021. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to the Company. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risk, uncertainties and other factors. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Actual results could differ materially because of the factors discussed in “Risk Factors” elsewhere in this Quarterly Report, in our other reports filed with the SEC, and other factors that we may not know.

Overview

KULR Technology Group, Inc., through our wholly-owned subsidiary KULR Technology Corporation, develops and commercializes high-performance thermal management technologies for batteries, electronics, and other components across an array of battery-powered applications. For aerospace and DOD applications, our solutions target high performance applications in direct energy, hypersonic vehicles and satellite communications. For commercial applications, our main focus is a total solution to battery safety by which we aim to mitigate the effects of thermal runaway propagation. This total battery safety solution can be used for electric vehicles, energy storage, battery recycling transportation, cloud computing and 5G communication devices. Our proprietary core technology is a carbon fiber material that provides what we believe to be superior thermal conductivity and heat dissipation for an ultra-lightweight and pliable material. By leveraging our proprietary cooling solutions that have been developed through longstanding partnerships with NASA, the Jet Propulsion Lab and others, our products and services make commercial battery powered products safer and electronics systems cooler and lighter.

KULR’s business model continues to evolve from being a component supplier, to providing more design and testing services to our customers. The next step of evolution is to provide total system solutions to address market needs. In order to scale up as a systems provider more quickly and efficiently in (i) the Li-ion battery energy storage and recycling markets, (ii) battery cell design and safety testing, and (iii) advanced thermal management systems, such as hypersonic vehicles, KULR will actively seek partners for joint venture, technology licensing and other strategic partnership models. The goal is to leverage the Company’s thermal design technology expertise to create market leading products, which KULR will take to market directly to capture more value for KULR shareholders.

Recent Developments

COVID-19

In March 2020, the World Health Organization declared COVID-19, a novel strain coronavirus, a pandemic. During 2020 and continuing into 2021, the global economy has been, and continues to be, affected by COVID-19. While the Company continues to see signs of economic recovery as certain governments begin to gradually ease restrictions, provide economic stimulus and accelerate vaccine distribution, the rate of recovery on a global basis has been affected by resurgence of the virus or its variants in certain jurisdictions. The Company continues to monitor the impact of COVID-19 on its business and operational assumptions; however, given the uncertainty around the extent and timing of the potential future spread or mitigation of the Coronavirus and around the imposition or relaxation of protective measures, we cannot reasonably estimate the impact to our future results of operations, cash flows, or financial condition.

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New Officer Hires

During 2021, the Company hired the following officers:

●

On March 8, 2021, Keith Cochran joined KULR as President and Chief Operating Officer.

●

On April 19, 2021, Antonio Martinez joined the Company as its new Vice President of Operations.

●

On June 10, 2021, Greg Provenzano joined the Company as its new Vice President of Sales and Marketing.

Appointment of Members to the Board of Directors

On June 7, 2021, the following new independent director appointments became effective:

●

Morio Kurosaki (Chair of Audit Committee)

●

Stayce Harris (Chair of Compensation Committee)

●

Joanna Massey (Chair of Nominating and Governance Committee)

Operating Lease

On April 5, 2021, we entered into an agreement to lease office space for a thirty-six-month period, commencing June 1, 2021 with the option to renew for an additional 5 years. Monthly rental payments under the new lease total $23,787, which are comprised of $18,518 of base rent plus $5,269 for common area costs, with annual escalation of 3.5%.

Series D Preferred Stock

On May 20, 2021, we sold an aggregate of 650 shares of Series D Preferred pursuant to a new designation of preferred stock, and one-year warrants to purchase 2,600,000 shares of common stock at a price of $2.50 per share, for aggregate gross proceeds of $6,500,000. The Series D Preferred shares were convertible into an aggregate of 3,170,732 shares of common stock at a fixed conversion price of $2.05 and had the right to vote on an as-converted basis. We also paid the investor a commitment fee of 1,300,000 shares of common stock in connection with the sale of the Series D Preferred. Notes payable obligations in the aggregate amount of $1,540,000, were paid in full upon the closing of the sale of the Series D Preferred.

On June 17, 2021, we issued an aggregate of 3,170,730 shares of our common stock upon conversion of 650 shares of our Series D Preferred Stock, after which no Series D Preferred shares remained outstanding.

Exercise of Warrants

During the three months ended June 30, 2021, we issued 3,000,000 shares of common stock upon the exercise of warrants for proceeds of $3,712,500.

During July 2021, we issued an aggregate of 1,133,333 shares of common stock in connection with exercises of outstanding warrants for proceeds of $1,416,666.

NYSE American Exchange Listing

On June 7, 2021, the Company’s common stock was up listed and now trades on the NYSE American Exchange.

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Results of Operations

Three and Six Months Ended June 30, 2021 Compared With the Three and Six Months Ended June 30, 2020

Revenues

Our revenues consisted of the following during the three months ended June 30, 2021 and 2020:


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020

Product sales	$	577,360	$	67,130	$	755,609	$	99,130
Contract services		50,884		133,998		290,540		179,498
Total revenue	$	628,244	$	201,128	$	1,046,149	$	278,628

For the three months ended June 30, 2021 and 2020, we generated $628,244 and $201,128 of revenues, respectively, representing an increase of $427,116, or 212%. For the six months ended June 30, 2021 and 2020, we generated $1,046,149 and $278,628 of revenues, respectively, representing an increase of $767,521, or 275%, resulting from four new contracts received during the first quarter of 2021. Revenue from product sales during the three and six months ended June 30, 2021 increased by 760% and 662%, respectively, compared to the three and six months ended June 30, 2020, mainly due to four large contracts received during the first quarter of 2021. Product sales during these periods included sales of our component product, carbon fiber velvet (“CFV”) thermal management solution, ISC battery cells and devices, patented TRS technology, and thermal fiber thermal interface (“FTI”) materials. Our service revenues, which include certain research and development contracts and onsite engineering services, have not been hampered by restrictions arising from working under COVID-19 shelter-in-place regulations.

Our customers and prospective customers are large organizations with multiple levels of management, controls/procedures, and contract evaluation/authorization. Furthermore, our solutions are new and do not necessarily fit into pre-existing patterns of purchase commitment. Accordingly, the business activity cycle between expression of initial customer interest to shipping, acceptance and billing can be lengthy, unpredictable, and lumpy, which can influence the timing, consistency and reporting of sales growth.

Cost of Revenues

Cost of revenues consists of the cost of our products as well as labor expenses directly related to product sales or research contract services.

Generally, we earn greater margins on revenue from products compared to revenue from services, so product mix plays an important role in our reported average margins for any period. Also, we are introducing new products at an early stage in our development cycle and the margins earned can vary significantly between period, customers and products, due to the learning process, customer negotiating strengths, and product mix.

For the three months ended June 30, 2021 and 2020, cost of revenues was $439,206 and $44,734, respectively, an increase of $394,472 or 882%. The increase was partially due to higher revenues earned during the three months ended June 30, 2021. The gross margin percentage was 30% and 78% for the three months ended June 30, 2021 and 2020, respectively. The decrease in margins during the second quarter of 2021 is primarily the result changes in product mix sold during the second quarter.

For the six months ended June 30, 2021 and 2020, cost of revenues was $714,474 and $74,777, respectively, an increase of $639,697 or 855%. The increase was partially due to higher revenues earned during the six months ended June 30, 2021. The gross margin percentage was 32% and 73% for the six months ended June 30, 2021 and 2020, respectively. The decrease in margins during the first half of 2021 is primarily the result changes in product mix sold during the first half of 2021.

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Research and Development

Research and development expenses (“R&D”) include expenses incurred in connection with the R&D of our CFV thermal management solution. R&D expenses are expensed as they are incurred.

For the three months ended June 30, 2021 and 2020, R&D expenses were $352,741 and $57,991, respectively, representing an increase of $294,750 or 508%. For the six months ended June 30, 2021 and 2020, R&D expenses were $475,724 and $169,704, respectively, representing an increase of $306,020 or 180%. The increase is primarily due to thermal energy management report fees and energy storage development services provided during the period. We expect that our R&D expenses will increase as we expand our future operations.

Selling, General and Administrative

Selling, general and administrative expenses consist primarily of travel, salaries, payroll taxes and other benefits, and rent expense.

For the three months ended June 30, 2021 and 2020, selling, general and administrative expenses were $2,723,303 and $421,544, respectively, an increase of $2,301,759 or 546%. The increase is primarily attributable to an increase of approximately $998,000 of stock-based compensation, an increase of approximately $651,000 of marketing and advertising expense, an increase of approximately $214,000 for professional fees resulting from engagements for financial services, quality and automation services, as well as an increase of approximately $241,000 in labor costs as the result of five new hires, an increase of approximately $148,000 of miscellaneous expenses, and an increase of approximately $50,000 of travel and entertainment expenses due to the lifting of COVID-19 dining and traveling restrictions.

For the six months ended June 30, 2021 and 2020, selling, general and administrative expenses were $4,216,114 and $886,954, respectively, an increase of $3,329,160 or 375%. The increase is primarily attributable to an increase of approximately $1,374,000 of stock-based compensation, an increase of approximately $1,137,000 of marketing and advertising expense, an increase of approximately $327,000 in labor costs as the result of five new hires, an increase of approximately $220,000 for professional fees resulting from engagements for financial services, quality and automation services, and an increase of approximately $200,000 of miscellaneous expenses, and an increase of approximately $71,000 of travel and entertainment expenses due to the lifting of COVID-19 dining and traveling restrictions.

Other Expenses

For the three months ended June 30, 2021 and 2020, other expenses were $140,137 and $105,844, respectively, representing an increase of $34,293 or 32%. The increase in other expenses is primarily due to the redemption costs associated with the repayment of notes payable of $140,000, partially offset by the decreases in amortization of debt discount of $58,000 and the change in fair value of accrued issuable equity of $47,000.

For the six months ended June 30, 2021 and 2020, other expenses were $381,703 and $126,431, respectively, representing an increase of $255,272 or 202%. The increase in other expense is primarily due to the debt redemptions costs of $140,000 associated with the repayment of notes payable, an increase of amortization of debt discount of $31,000, and an increase of $86,000 related to the change in fair value of accrued issuable equity during the six months ended June 30, 2021.

Liquidity and Capital Resources

As of June 30, 2021, we had a cash balance of $12,159,583 and working capital of $12,194,403. We incurred a net loss of $4,741,866 during the six months ended June 30, 2021 and had an accumulated deficit totaling $15,988,274 as of June 30, 2021. While the Company anticipates it will continue to incur operating losses and use cash in operating activities for the near future, the Company believes that its current working capital is sufficient in comparison to its anticipated cash usage for a period of at least twelve months subsequent to the filing date of these financial statements.

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For the six months ended June 30, 2021 and 2020, cash used in operating activities was $4,081,565 and $1,267,427, respectively. Our cash used in operations for the six months ended June 30, 2021 was primarily attributable to our net loss of $4,741,866, adjusted for non-cash expenses in the aggregate amount of $1,723,843, and $1,063,542 of net cash used to fund changes in the levels of operating assets and liabilities. Our cash used in operations for the six months ended June 30, 2020 was primarily attributable to our net loss of $979,238, adjusted for non-cash expenses in the aggregate amount of $223,994, and $512,183 of net cash used to fund changes in the levels of operating assets and liabilities.

For the six months ended June 30, 2021 and 2020, cash used in investing activities was $36,492 and $30,000, respectively, related to purchases of property and equipment and to improvements to the new executive offices.

For the six months ended June 30, 2021 and 2020, cash provided by financing activities was $7,397,500 and $1,956,476, respectively. Cash provided by financing activities during the six months ended June 30, 2021 represents $6,500,000 of proceeds from the sale of preferred stock and $3,712,500 received in connection with the exercise of warrants, partially offset by the $2,450,000 principal repayments on notes payable and $365,000 of financing costs paid during the period. Cash provided by financing activities during the six months ended June 30, 2020 consisted of $1,410,000 of net proceeds from the issuance of a note payable, $155,226 of proceeds from the Paycheck Protection Program loan, $757,695 of net proceeds from the sale of common stock and $3,555 proceeds from the Company’s line of credit. These amounts were partially offset by $130,000 for the payment of debt issuance costs, $225,000 for the repayments on notes payable and $15,000 of cash paid in offering costs.

In March 2020, the World Health Organization declared COVID-19, a novel strain coronavirus, a pandemic. During 2020 and continuing into 2021, the global economy has been, and continues to be, affected by COVID-19. While the Company continues to see signs of economic recovery as certain governments begin to gradually ease restrictions, provide economic stimulus and accelerate vaccine distribution, the rate of recovery on a global basis has been affected by resurgence of the virus or its variants in certain jurisdictions. The Company continues to monitor the impact of COVID-19 on its business and operational assumptions; however, given the uncertainty around the extent and timing of the potential future spread or mitigation of the Coronavirus and around the imposition or relaxation of protective measures, we cannot reasonably estimate the impact to our future results of operations, cash flows, or financial condition.

During the six months ended June 30, 2021, the Company raised aggregate gross proceeds of $6,500,000 and $3,712,500 in connection with the sale of preferred stock, common stock and warrants in a public offering and the sale of common stock pursuant to warrant exercises, respectively. Of the aggregate proceeds received, $1,400,000 was used to repay principal due on the YAII Notes. The Company’s Payroll Protection Program (“PPP”) loan remains outstanding as of June 30, 2021, and the the Company intends to apply for full forgiveness of the PPP Loan. While the Company has additional availability of approximately $5,707,000 under its Standby Equity Distribution Agreement (“SEDA”) with YAII, which expires on February 7, 2022, it is currently precluded from issuing any shares under the SEDA, so long as the warrants issued on December 31, 2020 in an unrelated transaction remain outstanding, because the warrants preclude the Company from issuing shares in a variable rate transaction.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

For a description of our critical accounting policies, see Note 2 – Summary of Significant Accounting Policies in Part 1, Item 1 of this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is a smaller reporting company, as defined by Rule 229.10(f)(1), and is not required to provide the information required by this Item.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our management, with the participation of our principal executive officer and principal financial officer, concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective at the reasonable assurance level.

During the year ended December 31, 2020, our management identified a material weakness in our internal control over financial reporting whereas we did not design or maintain effective controls to ensure that there is an independent review and approval of electronic payments (wires, EFT’s, ACH’s and credit card payments) as our policy of providing timely support to ensure completeness and accuracy of the payment was not followed. We are currently implementing a detailed plan for remediation of the material weakness, including developing and maintaining preventative controls around the electronic payment process to ensure proper segregation of duties.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the second quarter of 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of the Effectiveness of Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. A control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

There have been no material changes to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K which was filed with the SEC on March 19, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On May 20, 2021, we issued 1,300,000 shares of common stock as commitment shares in connection with the sale of 650 shares of Series D Convertible Preferred Stock.

On June 17, 2021, we issued 3,170,730 shares of common stock upon conversion of 650 shares of our Series D Convertible Preferred Stock.

Each of the foregoing transactions was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof. In the alternative, the common stock issued upon the exercise of conversion rights is an exempt security pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits


Exhibit No.		Description
31.1		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.*

101.SCH		Inline XBRL Taxonomy Extension Schema Document*

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*

104		Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

*Filed herewith

**Furnished herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report to be signed on its behalf by the undersigned hereunto duly authorized.

August 16, 2021	By	/s/ Michael Mo
		Michael Mo
		Chief Executive Officer and Chairman
		(Principal Executive Officer)


August 16, 2021	By	/s/ Simon Westbrook
		Simon Westbrook
		Chief Financial Officer
		(Principal Financial and Accounting Officer)