Kraig Biocraft Laboratories, Inc.
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 30, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-28.
0001641172-25-001238
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-30.
0001493152-26-013630
Item 7. 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 61 previous paragraphs and 59 current paragraphs.
37 unchanged; 16 reworded; 6 added; 8 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 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 (6)
Current report
ASU 2025-05 — Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets
Current report
In July 2025, the FASB issued ASU 2025-05, which provides (1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers.
Current report
The practical expedient allows an entity to assume that, when estimating expected credit losses, current conditions as of the balance sheet date remain unchanged for the remaining life of the asset. The accounting policy election permits nonpublic entities that elect the practical expedient to also consider collection activity occurring after the balance sheet date when estimating expected credit losses.
Current report
The standard is effective for fiscal years beginning after December 15, 2025, and for interim periods within those annual reporting periods. Early adoption is permitted.
Current report
Accordingly, the Company will adopt ASU 2025-05 for its fiscal year beginning July 1, 2026.
Current report
The Company has evaluated ASU 2025-05 and does not expect the standard to have a material impact on its financial condition, results of operations, or cash flows.
Removed paragraphs (8)
Previous report
Note Financing
Previous report
On January 18, 2022, we entered into a securities purchase agreement with YA II PN, LTD., a Cayman Islands exempt company (“Yorkville”), pursuant to which Yorkville purchased secured convertible debentures (the “Securities Purchase Agreement”) in the aggregate principal amount of USD$3,000,000 (the “Convertible Debentures”), which are convertible into shares of Common Stock (as converted, the “Conversion Shares”), of which a secured convertible debenture (the “First Convertible Debenture”) in the principal amount of $1,500,000 (the “First Convertible Debenture Purchase Price”) shall be issued upon signing the Securities Purchase Agreement and a secured convertible debenture (the “Second Convertible Debenture,” together with the First Convertible Debenture, each a “Convertible Debenture” and collectively, the “Convertible Debentures”) in the principal amount of $1,500,000 (the “Second Convertible Debenture Purchase Price”) shall be issued on or about the date that the Securities and Exchange Commission declares the registration statement registering the shares of common stock underlying the notes effective (collectively, the First Convertible Debenture Purchase Price and the Second Convertible Debenture Purchase Price shall collectively be referred to as the “Purchase Price”) (the “Yorkville Transaction”). These additional funds, together with those from the previously completed transactions we conducted with Yorkville between December 2020 and March 2021, account for an $8 million total Yorkville investment; as of November 17, 2022, all debentures to Yorkville pursuant thereto have been satisfied. The Company also issued Yorkville a warrant to purchase 12,500,000 shares of the Company’s Common Stock, at an initial exercise price of $0.12 per share and a warrant to purchase 4,285,714 shares of the Company’s Common Stock, at an initial exercise price of $0.14 per share. The warrants have a term of five (5) years and can be exercised via cashless exercise. If the Company issues or sells securities at a price less than the applicable warrant exercise price, the exercise price of the applicable warrant shall be reduced to such lower price. The warrants also have the same ownership cap as set forth in the Convertible Debentures, as described below.
Previous report
In connection with the Securities Purchase Agreement, the Company also entered into a Registration Rights Agreement with Yorkville, pursuant to which the Company agreed to register all of the shares of Common Stock underlying the Convertible Debentures and warrants and with respect to subsequent registration statements, if any, such number of shares of Common Stock as requested by Yorkville not to exceed 300% of the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures then outstanding (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the then current conversion price and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein, in each case subject to any cutbacks set forth in the Registration Rights Agreement.
Previous report
Upon signing the letter of intent for the Yorkville Transaction, the Company paid $10,000 to an affiliate of Yorkville, for due diligence and structuring.
Previous report
The Securities Purchase Agreement also contained customary representation and warranties of the Company and the Investor, indemnification obligations of the Company, termination provisions, and other obligations and rights of the parties.
Previous report
The foregoing description of the Securities Purchase Agreement, Convertible Debentures, Warrant, Security Agreement, IP Security Agreement, Registration Rights Agreement and Guaranty Agreement is qualified by reference to the full text of the forms of Securities Purchase Agreement, Convertible Debenture and Warrant, which are filed as Exhibits hereto and incorporated herein by reference.
Previous report
Maxim Group LLC received a cash placement agent fee of $230,000.
Previous report
Asset impairment expense: Asset impairment expense decreased to $0, or 100% for the year ended December 31, 2024, compared to $95,872 for the year ended December 31, 2023. The decrease was primarily due to recognizing impairment expense of a deposit towards the purchase of inventory during the year ended December 31, 2023.
Reworded paragraphs (16)
Previous wording
We have not previously demonstrated that we will be able to expand our business through an increased investment in our research and development efforts. We cannot guarantee that the research and development efforts described in this filing will be successful. Our business is subject to risks inherent in growing an enterprise, including limited capital resources, risks inherent in the research and development process and possible rejection of our products in development.
Current wording
We have not previously demonstrated that we will be able to expand our business through an increased investment in our research and development efforts. We cannot guarantee that the research and development efforts described in this filing will be successful. Our business is subject to risks inherent in growing an enterprise, including limited capital resources, risks inherent in the research and development process, risks inherent in working with living organisms, political and legal risks associated with transgenics, and possible rejection of our products in development.
Previous wording
The Company shall pay the Investor a structuring fee in an amount of $25,000, of which $10,000 has been paid, and $15,000 shall be paid on the earlier of (a) the Closing of the first Advance, or (b) the termination of the SEPA. Additionally, within three days of signing the SEPA (the “Effective Date”), the Company shall pay a commitment fee in an amount equal to 1.00% of the Commitment Amount (the “Commitment Fee”) consisting of such number of Common Shares that is equal to the Commitment Fee divided by the average of the daily VWAPs of the Common Shares during the 3 Trading Days immediately prior to the Effective Date (the “Commitment Shares”). The Commitment Shares issuable hereunder shall be included on the initial Registration Statement.
Current wording
The Company shall pay the Investor a structuring fee in an amount of $25,000, of which $10,000 has been paid, and $15,000 shall be paid on the earlier of (a) the Closing of the first Advance, or (b) the termination of the SEPA. The Company paid the remaining balance of $15,000 structuring fee on January 21, 2025. Additionally, within three days of signing the SEPA (the “Effective Date”), the Company shall pay a commitment fee in an amount equal to 1.00% of the Commitment Amount (the “Commitment Fee”) consisting of such number of Common Shares that is equal to the Commitment Fee divided by the average of the daily VWAPs of the Common Shares during the 3 Trading Days immediately prior to the Effective Date (the “Commitment Shares”). The Commitment Shares issuable hereunder shall be included on the initial Registration Statement.
Previous wording
Research and development expenses: During the year ended December 31, 2024, we incurred $164,374 of research and development expenses, a decrease of $73,497 or30.90% compared with the same period in 2023. The research and development expenses are attributable to the research and development with the Notre Dame University; the increase was due to the timing of research related activity and costs by insources the Company’s research operations.
Current wording
Research and development expenses: During the year ended December 31, 2025, we incurred $165,758 of research and development expenses, an increase of $164,374 or 0.84% compared with the same period in 2024. The increase was due to the timing of research related activity and costs by insources the Company’s research operations.
Previous wording
Professional Fees: During year ended December 31, 2024, we incurred $290,313 professional expenses, which increased by $165,091 or 131.84% from $125,222 for year ended December 31, 2023. The increase in professional fees expense was attributable to increased expenses related to investor relations services during year ended December 31, 2024.
Current wording
Professional Fees: During year ended December 31, 2025, we incurred $379,218 professional expenses, which increased by $88,905 or 30.62% from $290,313 for year ended December 31, 2024. The increase in professional fees expense was attributable to increased expenses related to investor relations and legal services during year ended December 31, 2025.
Previous wording
Officers Salary: During year ended December 31, 2024, officers’ salary expenses increased to $872,289 or 9.39% compared to $797,406 for year ended December 31, 2023. The increase is due to contractual terms of employment. In order to conserve Company resources, the CEO agreed to accrue and not collect a majority of his salary for 2024.
Current wording
Officers Salary: During year ended December 31, 2025, officers’ salary expenses decreased to $871,049 or 0.14% compared to $872,289 for year ended December 31, 2024. The decrease is due an increase in officer’s to contractual terms of employment with a slight offset in COO and Directors salary. In order to conserve Company resources, the CEO agreed to accrue and not collect a majority of his salary for 2025.
Previous wording
General and Administrative Expense: General and administrative expenses increased by $293,290 or 20.17% to $1,747,585 for year ended December 31, 2024 from $1,454,295 for year ended December 31, 2023. Our general and administrative expenses for year ended December 31, 2024 consisted of other general and administrative expenses (which includes expenses such as Auto, Business Development, SEC Filing, Investor Relations, General Office, warrant Compensation) of $1,052,808, Travel of $65,631, office salary of $467,931, and consulting of $161,215 for a total of $1,747,585. Our general and administrative expenses for year ended December 31, 2023 consisted of other general and administrative expenses (which includes expenses such as Auto, Business Development, SEC Filing, Investor Relations, General Office, warrant Compensation) of $1,031,363, Travel of $44,629, office salary of $368,683, and consulting of $9,620 for a total of $1,454,295.
Current wording
General and Administrative Expense: General and administrative expenses increased by $211,183 or 12.08% to $1,958,768 for year ended December 31, 2025, from $1,747,585 for year ended December 31, 2024. Our general and administrative expenses for year ended December 31, 2025, consisted of other general and administrative expenses (which includes expenses such as Auto, Business Development, SEC Filing, Investor Relations, General Office, warrant Compensation) of $1,436,418, Travel of $55,339, office salary of $422,033, and consulting of $44,978 for a total of $1,958,768. Our general and administrative expenses for year ended December 31, 2024 consisted of other general and administrative expenses (which includes expenses such as Auto, Business Development, SEC Filing, Investor Relations, General Office, warrant Compensation) of $1,052,808, Travel of $65,631, office salary of $467,931, and consulting of $161,215 for a total of $1,747,585.
Previous wording
Interest Expense: Interest expense increased to $529,603, or 9.27% for the year ended December 31, 2024, compared to $484,658 for the year ended December 31, 2023. The increase was primarily due to interest on the related party loans and accounts payable and accrued expenses to the related parties.
Current wording
Interest Expense: Interest expense increased to $570,709, or 7.76% for the year ended December 31, 2025, compared to $529,603 for the year ended December 31, 2024. The increase was primarily due to interest on the related party loans and accounts payable and accrued expenses to the related parties.
Previous wording
Net Change in Unrealized Depreciation on Investment in Gold Bullion: Net change in unrealized appreciation on investment in gold bullion increased by $77,844 to $133,829 for the year ended December 31, 2024, from $55,985 for the year ended December 31, 2023. The increase was primarily due to a net change in unrealized depreciation on investment in gold bullion.
Current wording
Net Change in Unrealized Depreciation on Investment in Gold Bullion: Net change in unrealized appreciation on investment in gold bullion decreased by $23,631 to $110,198 for the year ended December 31, 2025, from $133,829 for the year ended December 31, 2024. The decrease was primarily due to a net change in unrealized depreciation on investment in gold bullion.
Previous wording
Net Loss: Net loss increased by $369,159, or 12.18%, to a net loss of $3,398,939 for the year ended December 31, 2024, from a net loss of $3,029,780 for the year ended December 31, 2023. This increase in net loss was driven primarily by a increase in warrant compensation, professional fees, officer’s salary and slightly offset by a decrease in research and administration expense and impairment expense.
Current wording
Net Loss: Net loss increased by $224,414, or 6.60%, to a net loss of $3,623,353 for the year ended December 31, 2025, from a net loss of $3,398,939 for the year ended December 31, 2024. This increase in net loss was driven primarily by an increase in warrant compensation, professional fees, research and development and slightly offset by a decrease in officer’s salary expense.
Previous wording
Our financial statements have been presented on the basis that we have a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As presented in the financial statements, we incurred a net loss of $3,398,939 during the year ended December 31, 2024, and losses are expected to continue in the near term. The accumulated deficit is $53,085,719 at December 31, 2024. Refer to Note 2 for our discussion of stockholder deficit. We have been funding our operations through private loans and the sale of common stock in private placement transactions. Refer to Note 6 and Note 7 in the financial statements for our discussion of notes payable and shares issued, respectively. Our cash resources are insufficient to meet our planned business objectives without additional financing. These and other factors raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of our company to continue as a going concern.
Current wording
Our financial statements have been presented on the basis that we have a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As presented in the financial statements, we incurred a net loss of $3,623,353 during the year ended December 31, 2025, and losses are expected to continue in the near term. The accumulated deficit is $56,709,072 at December 31, 2025. Refer to Note 2 for our discussion of stockholder deficit. We have been funding our operations through private loans and the sale of common stock in private placement transactions. Refer to Note 6 and Note 7 in the financial statements for our discussion of notes payable and shares issued, respectively. Our cash resources are insufficient to meet our planned business objectives without additional financing. These and other factors raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of our company to continue as a going concern.
Previous wording
Management anticipates that significant additional expenditures will be necessary to develop and expand our business before significant positive operating cash flows can be achieved. Our ability to continue as a going concern is dependent upon our ability to raise additional capital and to ultimately achieve sustainable revenues and profitable operations. At December 31, 2024, we had $673,264 of cash on hand. These funds are insufficient to complete our business plan and as a consequence, we will need to seek additional funds, primarily through the issuance of debt or equity securities for cash to operate our business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in the case of equity financing.
Current wording
Management anticipates that significant additional expenditures will be necessary to develop and expand our business before significant positive operating cash flows can be achieved. Our ability to continue as a going concern is dependent upon our ability to raise additional capital and to ultimately achieve sustainable revenues and profitable operations. At December 31, 2025, we had $1,790,236 of cash and cash equivalents on hand. These funds are insufficient to complete our business plan and as a consequence, we will need to seek additional funds, primarily through the issuance of debt or equity securities for cash to operate our business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in the case of equity financing.
Previous wording
At December 31, 2024, we had a working capital deficit of $8,874,143, compared to a working capital deficitof $6,311,990 at December 31, 2023. Current liabilities increased to $9,614,428 at December 31, 2024 from $8,885,610 at December 31, 2023, primarily as a result of accounts payable.
Current wording
At December 31, 2025, we had a working capital deficit of $8,576,604, compared to a working capital deficit of $8,874,143 at December 31, 2024. Current liabilities increased to $10,564,498 at December 31, 2025, from $9,654,954 at December 31, 2024, primarily as a result of accounts payable.
Previous wording
For the year ended December 31, 2023, net cash used in operations of $1,244,483 was the result of a net loss of $3,029,780 offset by depreciation expense of $27,620, asset impairment expense of $95,872, net change in unrealized appreciation in gold bullions of $55,985, stock issued for services of $225,000, warrants issuance of $538,633, imputed interest on related party loans of $80,851, increase in prepaid expenses of $763, decrease in deposits of $2,608, increase in inventory of $304, and a decrease in operating lease right of use of $48,064, an increase of accrued expenses and other payables-related party of $869,640, increase in accounts payable of $1,298 and a decrease in operating lease liabilities of $48,763.
Current wording
For the year ended December 31, 2025, net cash used in operations of $1,788,970 was the result of a net loss of $3,623,353 offset by depreciation expense of $25,113, net change in unrealized appreciation in gold bullions of $110,198, gain on sale of gold bullions of $200,433, stock issued for services of $834,600, warrants issuance of $259,493, options issuance of $22,748, imputed interest on related party loans of $79,275, decrease in prepaid expenses of $10,799, increase in inventory of $22,183, and a decrease in operating lease right of use of $55,663, an increase of accrued expenses and other payables-related party of $947,747, increase in accounts payable of $11,891 and a decrease in operating lease liabilities of $56,350.
Previous wording
Net cash used in our investing activities were $4,240 and $6,399 for the year ended December 31, 2024, and December 31, 2023, respectively. During the year ended December 31, 2024, the Company hadpurchase offixed assets of $4,240. During the year ended December 31, 2023, the Company had net purchases of treasury bills of $2,587,811 and net proceeds from maturities of treasury bills of $2,587,811 andpurchase offixed assets of $6,399.
Current wording
Net cash provided by our investing activities were $438,042 for the year ended December 31, 2025 and net cash used in our investing activities were $4,240 for the year ended December 31, 2024. During the year ended December 31, 2025, the Company had net proceeds from the sale of its investment in gold of $443,437 and purchase of fixed assets of $5,395. During the year ended December 31, 2024, the Company had purchase of fixed assets of $4,240.
Previous wording
Our financing activities resulted in a cash inflow of $60,000 for the year ended December 31, 2023, which is represented by $60,000 loan repayment.
Current wording
Our financing activities resulted in a cash inflow of $2,467,900 for the year ended December 31, 2025, which is represented by $2,602,900 proceeds from the sale of stock, $10,000 payment in debt offering costs and $125,000 in principal repayment of debt to a related party.
Previous wording
Our financing activities resulted in a cash inflow of $35,244 for the year ended December 31, 2024, which is represented by $35,244 loan repayment.
Current wording
Our financing activities resulted in a cash outflow of $35,244 for the year ended December 31, 2024, which is represented by $35,244 loan repayment.