KULR Technology Group, Inc.
For the period ended Mar 31, 2026. Filed May 14, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 14, 2026
KULR$1.48+3.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-18.
0001104659-25-113662
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001104659-26-061180
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 144 previous paragraphs and 68 current paragraphs.
18 unchanged; 14 reworded; 36 added; 110 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 19 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (36)
Current report
KULR designs and builds advanced battery systems for autonomous platforms, digital infrastructure, e-mobility and Space – sold as a product or delivered as service subscription. The Company addresses two primary constraints in electrification: thermal management and safety. As energy and power density increase across aerospace, autonomous machines, digital infrastructure and industrial applications, managing heat generation, current density, and propagation risk becomes essential to system reliability and survivability.
Current report
KULR is establishing a fully integrated battery energy storage system design and production infrastructure in Houston, Texas. KULR brings battery pack design, prototyping, testing, certification, and manufacturing; as well as battery management system software and electronics design capabilities together under one roof. This full-stack approach enables faster development cycles and rapid transition from prototype to cost-effective volume production. The facility is designed to build high-power and high-energy battery packs that require advanced thermal, mechanical, and safety engineering. With domestic supply chain alignment and scalable production capacity, KULR is positioning itself as a leading manufacturer of advanced battery packs for mission-critical and high-performance applications in the United States.
Current report
KULR VIBE is a vibration-reduction technology designed to improve performance and reliability in high-speed and rotor-driven systems. Derived from vibration management solutions used in defense helicopters for over 20 years, it addresses excess vibration that reduces efficiency, increases mechanical wear, and shortens vehicle lifespan. KULR VIBE enables motors, rotating assemblies, and sensitive electronics to operate more smoothly and efficiently across a range of applications, including helicopters, drones, performance vehicles, wind turbines, and other electric and autonomous systems.
Current report
Caban Asset Acquisition
Current report
On December 24, 2025 (the “Acquisition Date”), we entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Caban Systems, Inc. (“Caban”), a Miami-based renewable energy services and technology company, pursuant to which we acquired certain equipment and software used for the development, manufacture, and supply of Underwriters Laboratories (“UL”)-certified battery packs in exchange for a purchase price of $2,515,987 (the “Acquisition”). We paid cash of $1,921,127 on the Acquisition Date, with the remainder of $594,860 (“Holdback Amount”) to be paid in cash during 2026 based on timing of completion of delivery and installation of the equipment at our facility. If we suffer any damages related to the Acquisition for which we are indemnified and that are not cured by Caban, the Holdback Amount may be setoff against payments for such damages that would otherwise be paid by Caban. As of March 31, 2026, the remaining balance of the Holdback Amount was $348,601.
Current report
In connection with the Purchase Agreement, we entered into a Transition Services Agreement (the “TSA”) with Caban, whereby both parties agreed to work together for approximately ninety days after the equipment is installed at our facility, to ensure a smooth transition of the manufacturing of the Battery Packs from Caban to KULR. In consideration for the transition services, we will pay Caban service fees not to exceed $500,000 in the aggregate unless otherwise agreed in writing. During the three months ended March 31, 2026, we incurred expenses in connection with the TSA of approximately $100,000.
Current report
In July 2025, we secured a $20 million credit facility (which has no fixed termination date) with Coinbase, our digital assets custodian (the “Custodian”). Pursuant to the terms of the agreement, either party may terminate a loan on a termination date established by notice given to the other party prior to the close of business on any day that is a calendar day. On July 8, 2025, we borrowed $8 million (“Initial Drawdown”) which was repaid on October 15, 2025. On March 27, 2026, we borrowed $5 million (the “Second Drawdown”) against the facility. The Second Drawdown bears a 7% loan fee, and we segregated 125 Bitcoin (“BTC”) as collateral against this loan. The Second Drawdown is subject to the terms and conditions of the Master Loan Agreement. As of March 31, 2026, the full $5 million of principal was outstanding and we incurred interest in the amount of $4,795 pursuant to the Second Drawdown.
Current report
On May 13, 2026, we borrowed an additional $15 million (the “Third Drawdown”) against the $20 million credit facility with Coinbase. The Third Drawdown bears a 7% loan fee rate per annum, paid monthly, with no scheduled maturity date. We segregated 300 BTC as collateral against this loan. The Third Drawdown is subject to the terms and conditions of the Master Loan Agreement.
Current report
Bitcoin Strategy
Current report
Departure and Appointment of Directors
Current report
On April 28, 2026, the holder of a majority of the outstanding voting stock of the Company, acting by written consent in lieu of a stockholder meeting, removed Dr. Joanna Massey, Donna Grier, Aron Schwartz, and Shawn Canter from the Company’s Board of Directors and appointed Mr. Ben Frank, a Director of Workforce AI Solution Engineering at Microsoft Corporation, and Dr. Mike Kimel, a specialist in pricing and profit optimization, as directors, effective immediately. Each newly appointed director will serve until the Company’s next annual meeting of stockholders or until his successor has been duly elected and qualified. As a result of these actions, the Company’s Board of Directors was reduced to three members, a majority of whom are independent. These changes were undertaken as part of the Company’s ongoing efforts to reduce selling, general and administrative expenses and improve operating efficiency in 2026.
Current report
Facility Lease
Current report
On May 12, 2026, we executed a 3-year lease agreement for a new facility located in Houston, Texas. The facility is approximately 24,700 rentable square feet and monthly rent is $30 thousand, which consists of base rent plus common area maintenance costs. We will pay a security deposit of $70 thousand and secure a letter of credit in the amount of $0.3 million within sixty days of the effective date of the agreement.
Current report
At the Market Offering
Current report
As of December 22, 2025, the Company decided to pause its ATM transactions through June 30, 2026. During the three months ended March 31, 2026, the Company did not issue any shares of common stock pursuant to the ATM Agreement.
Current report
On June 23, 2025, the Company effected a reverse stock split wherein each 8 shares of common stock outstanding immediately prior to the effective date was combined and converted into one share of common stock. All share and per share amounts have been adjusted to reflect the Reverse Stock Split.
Current report
For the three months ended March 31, 2026 and 2025, we generated $4.8 million and $2.4 million, respectively, of revenues from 26 customers in each period.
Current report
We had 19 product sales customers in the first quarter of 2026, compared with 16 in the first quarter of 2025. Product sales during these periods include sales of our component product, fiber thermal interface solutions (“FTI”), battery production, internal short circuit battery cells and devices, patented thermal runaway shield technology (“TRS”), phase change material (“PCM”) heatsinks, and KULR SafeCases. The increase in product revenue is primarily due to large sales of FTI and KULR One products to three new customers with whom we did not have contracts during the three months ended March 31, 2025.
Current report
We had 12 contract services customers in each of the first quarters of 2026 and 2025. Although the number of customers was unchanged, the decrease in revenue was primarily driven by two large long term contracts that were completed during the three months ended March 31, 2025. Contract services revenue includes unique engineering design and testing projects customized for specific customers.
Current report
Revenue from mining of digital assets during the three months ended March 31, 2026 was $0.7 million. The Company continued its mining operations pursuant to existing Machine Lease Agreements entered into during 2025. For the three months ended March 31, 2026, the Company earned 8.80 BTC from mining operations. For the three months ended March 31, 2025, the Company earned 2.97 BTC from mining operations pursuant to the initial Machine Lease Agreement entered into on March 7, 2025.
Current report
Gross profit margin on product sales decreased compared to the prior year period, driven primarily by reduced margins recognized on various product lines during the period as a result of product mix.
Current report
Gross profit margin on contract services improved slightly in the first quarter of 2026, driven primarily by the completion of two projects that had been impacted by excess labor hours and created negative margins in the first quarter of 2025.
Current report
Mining of digital asset margins decreased during the period. The decrease was primarily driven by the decline in BTC prices, which were down significantly in March 2026 relative to March 2025, reducing the value of BTC mined relative to the fixed costs associated with machine lease obligations.
Current report
Grant revenue, which represents a reimbursement of costs, reflected a full gross margin contribution. The related costs include $1.4 million primarily classified within research and development expenses.
Current report
The decrease in research and development expenses was primarily attributable to progress made on several key initiatives in the prior year, including third-party engineering and development services, testing equipment purchases, and investments to support manufacturing expansion, which resulted in lower activity levels and associated costs during the current period.
Current report
The decrease in selling, general and administrative expenses was primarily attributable to the conclusion of strategic investment and corporate development activities that drove costs higher during 2025, including a minority investment in an external company that did not recur during the three months ended March 31, 2026. Accounting, legal, consulting, and other professional fees decreased as these activities wound down. Marketing, travel, insurance, and personnel-related expenses similarly reflect lower activity levels in the current period compared to the elevated investment and expansion efforts undertaken throughout 2025.
Current report
Credit Losses
Current report
During the three months ended March 31, 2026, the Company recorded a credit loss of $500,000 on Auto-Vibe assets. There was no comparable charge in the prior year period.
Current report
The following table presents the dollar and percentage variances in other income (expense) for the periods presented.
Current report
The change is primarily attributable to the $11.0 million increase in unrealized loss on BTC holdings reflecting the change in market price of BTC, from $82,559 on March 31, 2025, to $68,228 on March 31, 2026, $0.3 million due to the change in fair value of accrued issuable equity, $0.1 million due to the decrease in interest income, $0.1 million due to the gain on debt extinguishment, partially offset by amortization of debt discount of $0.1 million.
Current report
As of March 31, 2026, we had contractual commitments with digital asset mining services providers related to the operation of digital asset mining machines. On July 30, 2025, we entered into a one-year mining services agreement with a digital asset mining services company, with total committed payments of $2.6 million, of which $0.7 million remained as commitments as of March 31, 2026. In addition, on October 1, 2025, we entered into a two-year mining services agreement with a digital asset mining services company, that included certain non-lease operating expense commitments and the remaining commitments as of March 31, 2026 for future operating expenses associated with this lease totaled $2.5 million. For the three months ended March 31, 2026, the Company earned 8.80 BTC from mining operations. As of March 31, 2026, we held 1,083.14 BTC with a fair value of $73.9 million.
Current report
The following table presents BTC activity during the three months ended March 31, 2026 and 2025.
Current report
As of May 13, 2026, March 31, 2026 and December 31, 2025, we had cash balances of $19.0 million, $7.7 million and $13.3 million, respectively. As of March 31, 2026 and December 31, 2025, working capital was $6.9 million and $19.2 million, respectively. As of March 31, 2026 and December 31, 2025, we also had BTC holdings of $73.9 million and $94.0 million, respectively. On May 13, 2026, we borrowed an additional $15 million against the $20 million credit facility with Coinbase.
Current report
For the three months ended March 31, 2026 and 2025, net cash provided by financing activities was $4.6 million and $49.0 million, respectively. Financing activities during the three months ended March 31, 2026 were primarily due to proceeds from the loan payable totaling $5.0 million, which represents a drawdown of our collateralized credit facility with Coinbase, partially offset by payment of employee tax withholding from shares withheld of $0.4 million. Net cash provided by financing activities during the three months ended March 31, 2025, was primarily due to net proceeds from ATM equity financing totaling $49.9 million, partially offset by notes payable repayments of $0.6 million and payments for deferred financing costs of $0.2 million.
Current report
As of December 22, 2025, the Company decided to pause its ATM transactions through June 30, 2026. As of March 31, 2026, we believe that our cash on hand, BTC holdings, cash flows from operations and working capital balances and $15.0 million of available collateralized borrowing through Coinbase as of March 31, 2026, will be sufficient to meet our obligations as they become due over the next twelve months from the date these condensed consolidated financial statements were to be issued.
Current report
The Company’s ATM transactions remain paused as of the date of this filing. The Company continues to evaluate market conditions to determine when to resume ATM transactions.
Removed paragraphs (110)
Previous report
KULR Technology Group, Inc., through its wholly owned subsidiary KULR Technology Corporation, operates in two principal technology domains: energy storage systems and robotics and artificial intelligence (“A.I.”). Energy storage is the strategic core of our business and is anchored by the KULR ONE® platform. The Company also provides leadership in the industrial robotics and A.I. sectors through the distribution of the Exia exoskeleton systems. This recent expansion to KULR’s offerings complements our technology portfolio by positioning KULR within emerging automation and human–machine interface markets. In addition, KULR maintains commitment to its Bitcoin Treasury Strategy (see “Our Bitcoin Acquisition Strategy” section below), the benefits of which are leveraged to position KULR as a dominant leader in the energy storage and robotics & A.I. markets.
Previous report
Our expertise in energy storage systems originates from the Company’s legacy proprietary carbon fiber-based thermal interface materials engineered for applications requiring high thermal conductivity and low mass. Building on this foundation of thermal expertise, the Company has expanded into a full battery system offering also known as the KULR ONE® platform as described with the figure below.
Previous report
Fig. 1 Infographic description of the KULR ONE® ecosystem.
Previous report
The roadmap for theKULR ONE®** platform** facilitates an ecosystem of energy storage related offerings consisting of the following: space withK1 Space (K1S), defense applications withK1 Guardian (K1G), grid, UPS, and datacenter back-up with theK1 Max (K1M), and drone, UAV, UAS, eVTOL with theK1 Air (K1A). Additionally, the Company continues to develop safety focused space and terrestrial battery management systems (BMS) withkBMS. Lastly, for customers wishing to leverage KULR’s expertise and capabilities, but to apply to their own battery designs, the Company provides all design, test, manufacturing, and production services
Previous report
under theKULR ONE®** Design Solutions (K1-DS)** umbrella. Off the shelf (OTS) energy storage related product lines, such as KULR’s trigger cells, thermal runaway shield (TRS), and SafeX safe storage solutions are also encompassed within K1-DS. Within KULR engineering, this ecosystem integrates thermal design, cell selection, battery pack design, battery management systems development, environmental and abuse testing, and certification support. Within KULR operations, it includes advanced manufacturing techniques and the strategic scaling of production capacity. All battery-related engineering and operational activities are conducted under our AS9100-certified quality management system.
Previous report
In summary, our energy storage efforts focus on the design, testing, and commercialization of safe, high-performance lithium-ion (“Li-ion”) battery systems for cross industry applications. We develop technologies that address thermal management, battery safety, and the prevention of thermal runaway and cell-to-cell propagation—challenges that are critical to markets including aerospace, defense, commercial drones, electric mobility, stationary energy storage, and battery logistics.
Previous report
KULR ONE®** Space**
Previous report
The KULR ONE® Space (K1S), as highlighted with the figure below, is a portfolio of modular, flight-ready battery platforms built to meet the extreme demands of spacecraft, satellites, and deep space missions. It is available in three tailored configurations: a JSC 20793-style thermal runaway propagation-safe architecture for maximum mission safety, a low-mass, low-volume standard flight battery design optimized for customer specific spacecraft requirements, and a simple cell arrangement variant engineered for seamless integration into customer-supplied housings and BMS systems. All configurations leverage KULR’s heritage in thermal management, battery safety, and flight hardware. K1S is fully modular, cell-agnostic, and rapidly customizable—dramatically reducing development time, qualification risk, and mission cost.
Previous report
Fig. 2 Images of**(a)** the 20793 (PPR) style K1S,(b) the low mass / low volume K1S, and**(c)** the simple cell arrangement style brick level K1S.
Previous report
KULR ONE®** Guardian**
Previous report
TheKULR ONE®** Guardian** is a mission-specific, ruggedized adaptation of the KULR ONE® platform built for military and defense applications where safety, survivability, and reliability under extreme conditions are mandatory. Rather than a fixed product line, Guardian represents KULR’s bespoke battery architectures engineered to meet stringent standards such asNAVSEA S9310, MIL-STD-810H, and other service-specific shock, vibration, thermal, and ballistic requirements. Guardian batteries typically integrate KULR’s passive propagation-resistant cell architecture, flame arresting thermal materials, and MIL-compliant electrical/mechanical design to ensure zero cell-to-cell propagation events as well as sustained performance in battlefield environments. Guardian systems remaincell-agnostic and fully customizable, enabling rapid adaptation to any Department of War (DoW) application.
Previous report
Fig. 3 Image of KULR’s latest Guardian platform which is a 15 Ah 400 V system.
Previous report
KULR ONE®** Max**
Previous report
The KULR ONE® Max is a high-capacity battery platform engineered for grid energy storage, UPS systems, AI data center backup (BBU), and large-scale power infrastructure. At its core is a cell-agnostic thermal architecture, derived from KULR’s spaceflight-proven KULR ONE® Space platform, and designed to meet UL 9540/9540A requirements regardless of cell supplier or chemistry. By applying space-grade safety techniques to terrestrial energy systems, it provides passive thermal runaway mitigation and cell-to-cell propagation resistance at rack and container scale. Current development is centered around high-power 21700-format cell implementations and alignment with Open Rack V3 (ORV3) reference design standards to support rapid adoption in AI data centers. The system scales from module to tray to rack and integrates with third-party BMS and EMS systems; it supports NMC, LFP, high-silicon, and future chemistries with minimal redesign. Built to meet UL 9540/9540A and global safety standards, KULR ONE® Max delivers space-level safety and reliability to mission-critical and grid-level applications.
Previous report
Fig. 4 Image depicts (a) the 21700 based K1M variation for higher power applications and (b) the ORV3 based K1M architecture.
Previous report
Fig. 5 Example thermal runaway testing results demonstrating ability to perform multiple triggers without inducing cell-to-cell propagation; a key requirement of UL9540A certification process.
Previous report
KULR ONE® Air
Previous report
The KULR ONE® Air is a purpose-built battery platform for unmanned aerial systems, loitering munitions, tactical ISR drones, and other high-demand defense aviation assets. Modern high-discharge cells now outperform what traditional busbars, wiring, and connector systems can safely carry, creating new failure modes caused by overheated interconnects acting as resistance heaters against the cells. K1A directly addresses this by engineering low-resistance current paths, increasing copper mass where needed, reducing busbar and wire temperatures, and preventing component-driven ignition that could lead to thermal runaway. The result is an off-the-shelf pack price point with defense-grade engineering—capable of sustaining extreme C-rate discharge while extending time-on-station, enabling higher thrust profiles, and ensuring mission assurance in battlefield environments.
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Fig. 6 Depiction of the 6S4P K1A battery.
Previous report
In parallel, variations of K1A are being developed for electric vertical takeoff and landing aircraft that require energy densities near 300 Wh kg⁻¹ packaged within DO-311–capable safety envelopes. These architectures focus on delivering high energy per unit mass while still controlling thermal gradients, interconnect temperatures, and propagation risks during abuse or failure events. The design maintains KULR’s emphasis on precise current path engineering, lightweight structural elements, and compatibility with aerospace-grade certification pathways. This approach enables eVTOL manufacturers to balance endurance, payload capacity, and certification readiness without sacrificing safety or thermal stability.
Previous report
KULR Battery Management System (kBMS)
Previous report
The kBMS is KULR’s modular battery management system architecture, originally developed for spaceflight where radiation tolerance and multi-fault tolerance are critical for survival and mission longevity. The space-rated version uses radiation-tolerant components tolerant up to 75 kRAD, 8 series string controls, operational amplifier–based logic instead of microprocessor-heavy designs, and redundant safety pathways to comply with standards such as NASA JSC 20793 and deep-space mission requirements. Building on that heritage, a terrestrial variant of kBMS has been adapted for Department of War (DoW) and industrial applications, with a roadmap focused on maintaining core safety principles while supporting higher power profiles, faster telemetry, and integration with loitering munitions, unmanned systems, ground vehicles, and stationary power units. Both versions remain cell-agnostic and are designed to interface directly with KULR ONE® systems, providing precise balancing, state-of-charge estimation, and standard safety provisions.
Previous report
Fig. 7 Image of (a) the kBMS (Space) and (b) the in-house software graphical user interface (GUI).
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kBMS + AI = KULR Core TM
Previous report
The kBMS will serve as a foundation for KULR’s step into facilitating edge-AI for space applications. KULR works to integrate the Company’s BMS, developed initially for space applications, with the Nvidia Jetson platform such that the processing and control of the BMS will be facilitated with the Jetson chipset. The resulting combination of computing and battery control capabilities is the KULR Core TM. The all-in-one AI compute chipset combined with BMS controls for the batteries will result in every battery flown with the KULR Core TM being AI enabled, thus providing KULR’s stepping stone into edge-AI. In addition to BMS functionality, the KULR Core TM will provide every user with a flight (or mission) computer and additional data processing capabilities with the leading chipset available.
Previous report
Fig. 8 Rendering of the KULR Core TM.
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Additional targeted capabilities of the KULR Core TM include the following:
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The KULR Core TM will first serve to replace the BMS and flight (mission) computer. Moving forward, the powerful capabilities of the Jetson platform will be leveraged to facilitate other spacecraft functions for GNC, thermal management, and communications. The end result will be a mission autonomous spacecraft.
Previous report
KULR ONE®** Design Solutions (K1-DS)**
Previous report
The final component to the ecosystem that is the KULR ONE® platform is KULR ONE® Design Solutions (K1-DS). K1-DS serves as the Company’s engineering (and production)-as-a-service platform, enabling customers to leverage KULR’s advanced design, testing, and production infrastructure without immediately procuring a KULR-branded battery product. Through K1-DS, KULR functions as an extension of the customer’s technical organization; integrating concept design, modeling, analysis, and rapid prototyping with a level of safety and performance rigor typically reserved for aerospace and defense programs.
Previous report
Strategically, the K1-DS model is designed to serve as agateway to long-term production partnerships. KULR selectively engages in K1-DS programs that demonstrate alignment with the Company’s core domains; high-performance, safety-critical energy storage for aerospace, defense, industrial, and commercial electrification markets. These projects are pursued not as one-off consulting efforts, but as early-stage co-development opportunities intended to mature into recurring production contracts for customer-specific energy storage systems built within KULR’s manufacturing infrastructure.
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The K1-DS framework provides a holistic approach (see Fig. 9) to battery system development, supported by the Company’s vertically integrated capabilities, including:
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By carefully selecting K1-DS engagements that align with its strategic growth roadmap, KULR converts early design partnerships into long-term revenue channels, transitioning from engineering services torecurring production supply of customer-specific energy storage systems. This disciplined approach expands the Company’s reach across emerging electrification markets while reinforcing its core mission: to deliver safe, high-performance, and scalable energy solutions through the KULR ONE® platform.
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Fig. 9 Holistic approach for life cycle of energy storage systems.
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Overview of Direct Product and Service Offerings
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Within the core technology domain of battery design and analysis, KULR provides custom batteries, batteries designed based on KULR ONE® architectures (Space, Guardian and Air), and related off-the-shelf products (such as trigger cells, NASA WI37A screened cells, and TRS). These product and service offerings are outlined with the following figure.
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Fig. 10 Battery design and analysis product and service offerings.
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Overview of Cell and Battery Testing Service Offerings
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KULR has invested heavily in an expansive cell and battery testing suite of services over the last 3 years. Testing capabilities are grouped between abuse testing, electrical testing, and environmental testing and are reflected with the following figure.
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Fig. 11 Cell and battery testing service offerings.
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Reworded paragraphs (14)
Previous wording
The following discussion and analysis of the results of operations and financial condition of KULR Technology Group, Inc. (“KULR”) and its wholly-owned subsidiary, KULR Technology Corporation (“KTC”) (collectively referred to as “KULR” or the “Company”) as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024 should be read in conjunction with our unaudited condensed consolidated financial statements and the notes to those unaudited condensed consolidated financial statements that are included elsewhere in this Quarterly Report. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to the Company. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risk, uncertainties and other factors. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Actual results could differ materially because of the factors discussed in “Risk Factors” elsewhere in this Quarterly Report, and other factors that we may not know. There have been no material changes to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K which was filed with the SEC on March 31, 2025, unless disclosed elsewhere in this Quarterly Report.
Current wording
The following discussion and analysis of the results of operations and financial condition of KULR Technology Group, Inc. (“KULR”) and its wholly-owned subsidiary, KULR Technology Corporation (“KTC”) (collectively referred to as “KULR” or the “Company”) as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 should be read in conjunction with our unaudited condensed consolidated financial statements and the notes to those unaudited condensed consolidated financial statements that are included elsewhere in this Quarterly Report. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to the Company. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risk, uncertainties and other factors. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Actual results could differ materially because of the factors discussed in “Risk Factors” elsewhere in this Quarterly Report, and other factors that we may not know. There have been no material changes to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K which was filed with the SEC on March 31, 2026, unless disclosed elsewhere in this Quarterly Report.
Previous wording
Through September 30, 2025, 55.70 bitcoin have been earned pursuant to the Machine Lease Agreements, at an average value of $109,254 per bitcoin. During the period from October 1, 2025 through November 14, 2025, the Company has earned 7.43 Bitcoin from mining services. See the section “Our Bitcoin Acquisition Strategy” below for further information regarding our Bitcoin purchases, including the source of capital used to purchase Bitcoin.
Current wording
As of March 31, 2026, we had two machine lease agreements (“Machine Lease Agreements”) with digital asset mining services providers related to the operation of digital asset mining machines. On July 30, 2025, we entered into a one-year mining services agreement and on October 1, 2025, we entered into a two-year mining services agreement with a digital asset mining services company. During the three months ended March 31, 2026, the Company did not purchase BTC and 8.80 BTC were earned from mining operations at an average value of $75,263 per BTC. See the section “Our Bitcoin Acquisition Strategy” below for further information regarding our Bitcoin purchases, including the source of capital used to purchase Bitcoin.
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Three and Nine Months Ended September 30, 2025, Compared With Three and Nine Months Ended September 30, 2024
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Three Months Ended March 31, 2026, Compared With Three Months Ended March 31, 2025
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Grant revenue during the three and nine months ended September 30, 2025, was $501,032, for the reimbursement of equipment purchases totaling $255,728, and R&D expense totaling $245,304. Grant revenue consists of an award from the state of Texas to perform research and development of cold-temperature lithium-ion battery solutions for the next generation of Lunar and Martian missions which is part of our ongoing major or central activities. The contract award was executed during the three months ended September 30, 2025. Revenue is earned on the award to reimburse approved expenses incurred by the Company. There was no grant revenue recognized prior to this period.
Current wording
Grant revenue during the three months ended March 31, 2026 was $1.4 million related to the reimbursement of R&D expenses. Grant revenue consists of an award from the Texas Space Commission to perform research and development of cold-temperature lithium-ion battery solutions for the next generation of Lunar and Martian missions which is part of our ongoing major or central activities. The contract award was executed on September 23, 2025. Revenue is earned on the award once specific grant conditions have been met, which is generally when the costs relevant to the condition have been incurred by the Company. There was no grant revenue recognized for the three months ended March 31, 2025.
Previous wording
Cost of revenue consisted of the cost of our products, labor expenses directly related to product sales or contract services, and lease costs incurred pursuant to the Machine Lease Agreements in connection with mining digital assets.
Current wording
Cost of revenue consists of the cost of our products as well as labor expenses directly related to product sales or contract services, and lease and non-lease costs incurred pursuant to Machine Lease Agreements in connection with mining digital assets. The following tables present the gross profit and gross profit margin by revenue type for the periods presented.
Previous wording
Product mix plays an important part in our reported average margins for any period. Because we are introducing new products and contract services at an early stage in our development cycle the margins earned can vary significantly between periods, customers, products and services due to the learning process, customer negotiating strengths, and product mix.
Current wording
Revenue mix plays an important part in our reported average margins for any period. Because we are introducing new revenue streams at an early stage in our development cycle, the margins earned can vary significantly between periods, customers, products and services due to the learning process, customer negotiating strengths, and product mix.
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Research and development (“R&D”) includes expenses incurred in connection with the R&D of our CFV thermal management solution, high-areal-capacity battery electrodes, and 3D engineering for a rechargeable battery. Research and development expenses are charged to operations as incurred.
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Research and development (“R&D”) includes expenses incurred in connection with the R&D of our CFV thermal management solution, high-areal-capacity battery electrodes, and 3D engineering for a rechargeable battery. R&D expenses are charged to operations as incurred. The following table presents the dollar and percentage variances in R&D expenses for the periods presented.
Previous wording
Selling, general and administrative expenses consisted primarily of stock-based compensation, marketing and advertising, salaries, payroll taxes and other benefits, Board compensation, accounting and tax, consulting fees, travel and entertainment, rent expense, office expenses, and legal and professional fees.
Current wording
Selling, general and administrative expenses consisted primarily of stock-based compensation, marketing and advertising, salaries, payroll taxes and other benefits, Board member compensation, accounting and tax, consulting fees, travel and entertainment, rent expense, office expenses, and legal and professional fees. The following table presents the dollar and percentage variances in selling, general and administrative expenses for the periods presented.
Previous wording
In December 2024, we adopted bitcoin as our primary treasury reserve asset on an ongoing basis, subject to market conditions and our anticipated cash needs. Our strategy includes acquiring and holding bitcoin using cash that exceeds our working capital requirements, and from time to time, subject to market conditions, issuing equity or debt securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase bitcoin. For example, we began issuing shares under our “at-the-market” offering program in the second half of 2024, and entered into a second ATM Agreement on June 9, 2025, to issue shares of common stock for aggregate gross proceeds of up to $150 million, and used proceeds from these capital markets transactions to acquire bitcoin. We view our bitcoin holdings as long term holdings and expect to continue to accumulate bitcoin. We have not set any specific target for the amount of bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional bitcoin purchases. This overall strategy also contemplates that we could periodically leverage or sell bitcoin for general corporate purposes or in connection with strategies that generate tax benefits in accordance with applicable law, enter into additional capital raising transactions, including those that could be collateralized by our bitcoin holdings, and consider pursuing strategies to create income streams or otherwise generate funds using our bitcoin holdings.
Current wording
In December 2024, we adopted Bitcoin as our primary treasury reserve asset on an ongoing basis, subject to market conditions and our anticipated cash needs. Our strategy includes acquiring and holding Bitcoin using cash that exceeds our working capital requirements, and from time to time, subject to market conditions, issuing equity or debt securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase Bitcoin. We view our Bitcoin holdings as long-term holdings however, for the foreseeable future, the Company does not expect to allocate surplus cash to Bitcoin as it prioritizes scaling its operating business, including KULR ONE and related products and services. We have not set any specific target for the amount of Bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional Bitcoin purchases. This overall strategy also contemplates that we could periodically leverage or sell Bitcoin for general corporate purposes or in connection with strategies that generate tax benefits in accordance with applicable law, enter into additional capital raising transactions, including those that could be collateralized by our Bitcoin holdings, and consider pursuing strategies to create income streams or otherwise generate funds using our Bitcoin holdings. To date, KULR has not sold any Bitcoin from its treasury holdings.
Previous wording
For the nine months ended September 30, 2025 and 2024, net cash used in operating activities was $31,039,539 and $12,498,818, respectively. Our net cash used in operations for the nine months ended September 30, 2025, was primarily attributable to our net loss of $17,638,424, adjusted for non-cash gains in the aggregate amount of $7,761,655, which includes impairment of an equity investment and credit loss on convertible loan receivable of $3,325,045 and $1,832,690, respectively, plus $5,639,460 of net cash used to fund changes in the levels of operating assets and liabilities. Our net cash used in operations for the nine months ended September 30, 2024, was primarily attributable to our net loss of $12,903,168, adjusted for non-cash expenses in the aggregate amount of $4,721,844, plus $4,317,494 of net cash used to fund changes in the levels of operating assets and liabilities.
Current wording
For the three months ended March 31, 2026 and 2025, net cash used in operating activities was $8.7 million and $9.6 million, respectively. Our net cash used in operations for the three months ended March 31, 2026 was primarily attributable to our net loss of $28.1 million, adjusted for non-cash expenses in the aggregate amount of $22.4 million, as well as $3.0 million of net cash used to fund changes in the levels of operating assets and liabilities. Our net cash used in operations for the three months ended March 31, 2025 was primarily attributable to our net loss of $18.8 million, adjusted for non-cash expenses in the aggregate amount of $11.9 million plus $2.7 million of net cash used to fund changes in the levels of operating assets and liabilities.
Previous wording
purchases of property and equipment of $581,702, and deposits paid for purchases of property and equipment of $59,763. Net cash used in investing activities during the nine months ended September 30, 2024, was related to purchases of property and equipment of $188,267 and deposits paid for purchases of property and equipment of $22,738.
Current wording
For the three months ended March 31, 2026 and 2025, net cash used in investing activities was $1.5 million and $44.7 million, respectively. Net cash used in investing activities during the three months ended March 31, 2026, was related to deposits paid for purchases of property and equipment of $1.1 million, plus purchases of property and equipment of $0.2 million and payment of holdback amount related to the Caban asset acquisition of $0.2 million. Net cash used in investing activities during the three months ended March 31, 2025, was related to investments in digital assets of $44.5 million, purchases of property and equipment of $0.1 million and deposits paid for purchases of property and equipment of $0.1 million.
Previous wording
Future cash requirements for our current liabilities include approximately $2,537,896 for accounts payable and accrued expenses, $3,800,000 for loan payable and $416,962 for future payments under operating and finance leases. Future cash requirements for long-term liabilities include $1,176,101 for future payments under operating and finance leases.
Current wording
Future cash requirements for our March 31, 2026 current liabilities include approximately $4.6 million for accounts payable and accrued expenses, $5.0 million to repay our loan payable and $2.6 million for future payments under operating and finance leases. Future cash requirements for our March 31, 2026 long-term liabilities include $1.9 million for future payments under operating and finance leases.
Previous wording
Our primary source of liquidity has historically been cash generated from equity and debt offerings. Under ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern, we have the responsibility to evaluate whether conditions and/or events raise substantial doubt about our ability to meet future financial obligations as they become due within one year after the date that the financial statements are issued. We have a history of recurring net losses and recurring use of cash in operations. During the nine months ended September 30, 2025, the Company received gross proceeds of $107,311,618 pursuant to the ATM. Given our cash balance and our digital asset holdings as of September 30, 2025, there is no substantial doubt about the Company’s ability to meet its obligations as they become due within the twelve months from the date these condensed consolidated financial statements are available to be issued.
Current wording
Our primary source of liquidity has historically been cash generated from equity and debt offerings. Under ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern, we have the responsibility to evaluate whether conditions and/or events raise substantial doubt about our ability to meet future financial obligations as they become due within one year after the date that the financial statements are issued. We have a history of recurring net losses and recurring use of cash in operations.
Previous wording
We prepare our condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles, which require our management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial results will be affected. The accounting policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results are described below.
Current wording
We prepare our condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles, which require our management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial results will be affected. The accounting policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results are described below. We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are items within our condensed consolidated financial statements that require estimation but are not deemed critical, as defined above. There have been no material changes to our critical accounting estimates from those described in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 31, 2026.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
(1)The source of capital used to purchase Bitcoin was primarily proceeds from ATM offerings.
Previous report — wording carried elsewhere
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. Assessment of impairment of investments has been identified as a critical accounting estimate during the three and nine months ended September 30, 2025. There are other items within our condensed consolidated financial statements that require estimation but are not deemed critical, as defined above.