Kraig Biocraft Laboratories, Inc.

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

On January 21, 2025, we entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”). Capitalized terms used herein, but not otherwise defined, have the meaning ascribed to such terms in the SEPA, a copy of which is filed herewith as Exhibit 10.10.

Current wording

On January 21, 2025, we entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”). Capitalized terms used herein, but not otherwise defined, have the meaning ascribed to such terms in the SEPA, a copy of which is filed herewith as Exhibit 10.10. As of March 31, 2026, the Company issued a total of 45,384,194 shares of Common Stock in exchange for $4,118,654 under the SEPA.

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 paid the Investor a structuring fee in an amount of $25,000. Additionally, within three days of signing the SEPA (the “Effective Date”), the Company paid 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”). All of the Commitment Shares have been registered.

Previous wording

Research and development expenses: During the three months ended September 30, 2025, we incurred $9,243 of research and development expenses. During the three months ended September 30, 2024, we incurred $24,968 of research and development expenses. This was a decrease of $15,725 or 62.98% in 2025 compared with the same period in 2024. This decrease was due to a decrease in research spending.

Current wording

Research and development expenses: During the three months ended March 31, 2026, we incurred $66,701 of research and development expenses. During the three months ended March 31, 2025, we incurred $23,876 of research and development expenses. This was an increase of $42,825 or 179.36% in 2026 compared with the same period in 2025. This increase was due to an increase in research spending.

Previous wording

Professional Fees: During the three months ended September 30, 2025, we incurred $38,533 of professional expenses, which increased by $22,611 or 142.01% from $15,922 for the three months ended September 30, 2024. This increase was primarily due to an increase in professional fees and in investor relations services.

Current wording

Professional Fees: During the three months ended March 31, 2026, we incurred $70,835 of professional expenses, which increased by $7,800 or 12.37% from $63,035 for the three months ended March 31, 2025. This increase was primarily due to an increase in professional fees and in investor relations services.

Previous wording

Officers Salary: During the three months ended September 30, 2025, officers’ salary expenses increased to $186,157 or 4.81% from $177,609 for the three months ended September 30, 2024. This change was primarily due to a 6.0% annual increase for the Company’s CEO.

Current wording

Officers Salary: During the three months ended March 31, 2026, officers’ salary expenses increased to $192,398 or 4.15% from $184,730 for the three months ended March 31, 2025. This change was primarily due to 6% annual increase for the Company’s CEO.

Previous wording

General and Administrative Expense: General and administrative expenses increased by $994,657 or 484.49% to $1,199,955 for the three months ended September 30, 2025, from $205,298 for the three months ended September 30, 2024. Our general and administrative expenses for the three months ended September 30, 2025, consisted of other general and administrative expenses (which includes expenses such as auto, business development, SEC filings, investor relations, general office, warrants and shares issued for services) of $960,183, travel of $18,684, and office salary of $83,444, and consulting of $137,644 for a total of $1,199,955.

Current wording

General and Administrative Expense: General and administrative expenses increased by $186,715 or 60.45% to $495,566 for the three months ended March 31, 2026, from $308,851 for the three months ended March 31, 2025. Our general and administrative expenses for the three months ended March 31, 2026, consisted of other general and administrative expenses (which includes expenses such as auto, business development, SEC filings, investor relations, general office, warrants and shares issued for services) of $327,097, travel of $8,470, office salary of $99,999, and consulting of $60,000 for a total of $495,566.

Previous wording

Net Change in Unrealized Appreciation and Depreciation on Investment in Gold Bullion: Net change in unrealized appreciation on investment in gold bullion decreased by $109,388 to $30,968 for the three month period ended September 30, 2025, from appreciation of $78,420 for the three month period ended September 30, 2024. The decrease was primarily due to a net change in unrealized depreciation on investment in gold bullion.

Current wording

Net Change in Unrealized Appreciation and Depreciation on Investment in Gold Bullion: Net change in unrealized appreciation on investment in gold bullion decreased by $97,080 to $20,408 for the three month period ended March 31, 2026, from appreciation of $117,488 for the three month period ended March 31, 2025. This decrease was due to the Company’s partial sale of its investment in gold.

Previous wording

Interest Expense: Interest expense increased by $11,365 to $144,255 for the three month period ended September 30, 2025, from $132,890 for the three month period ended September 30, 2024. The increase was primarily due to interest on certain Company loans.

Current wording

Interest Expense: Interest expense increased by $8,085 to $148,433 for the three month period ended March 31, 2026, from $140,348 for the three month period ended March 31, 2025. The increase was primarily due to interest on certain Company loans.

Previous wording

Net Loss: Net loss increased by $1,076,366, or 248.47%, to a net loss of $1,509,566 for the three month period ended September 30, 2025 from a net loss of $433,200 for the three month period ending September 30, 2024. This increase in net loss was primarily attributable to increases in general and administrative expenses, professional fees, officers’ salary, and offset by a decrease in research and development fees.

Current wording

Net Loss: Net loss increased by $400,980, or 66.83%, to a net loss of $1,001,013 for the three month period ended March 31, 2026 from a net loss of $600,033 for the three month period ending March 31, 2025. This increase in net loss was primarily attributable to increases in general and administrative expenses, professional fees, officers’ salary, and in research and development fees.

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 unaudited condensed financial statements, we incurred a net loss of $2,835,732 during the nine months ended September 30, 2025, and losses are expected to continue in the near term. The accumulated deficit is $55,921,451 at September 30, 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. 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 unaudited condensed financial statements, we incurred a net loss of $1,001,013 during the three months ended March 31, 2026, and losses are expected to continue in the near term. The accumulated deficit is $57,710,085 at March 31, 2026. 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. 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 September 30, 2025, we had $1,565,692 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 March 31, 2026, we had $2,890,990 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.

Previous wording

At September 30, 2025, we had a working capital deficit of $8,544,784, compared to a working capital deficitof $8,874,143 at December 31, 2024. Current liabilities increased to $10,184,705 at September 30, 2025, from $9,614,428 at December 31, 2024, primarily as a result of accounts payable – related party.

Current wording

At March 31, 2026, we had a working capital deficit of $7,666,616, compared to a working capital deficitof $8,576,604 at December 31, 2025. Current liabilities increased to $10,783,506 at March 31, 2026, from $10,564,498 at December 31, 2025, primarily as a result of accounts payable - related party.

Previous wording

For the nine months ended September 30, 2025, net cash used in operations of $1,339,483 was the result of a net loss of $2,835,732 offset by depreciation expense of $17,511, net change in unrealized depreciation in gold bullions of $76,509, gain on sale of gold bullions of $160,896, stock issued for services of $834,600, warrants issuance of $195,911, options issued for services of $12,591, imputed interest on related party loans of $60,472, a decrease in prepaid expenses of $14,975, an increase in inventory of $22,183, a decrease in operating lease right of use of $42,096, an increase of accrued expenses and other payables-related party of $620,913, decrease in accounts payable of $24,750 and a decrease in operating lease liabilities of $43,482.

Current wording

For the three months ended March 31, 2026, net cash used in operations of $529,718 was the result of a net loss of $942,720 offset by depreciation expense of $6,222, net change in unrealized depreciation in gold bullions of $20,408, warrants issuance of $206,864, options issued for services of $10,157, imputed interest on related party loans of $18,395, a decrease in prepaid expenses of $4,176, an increase in inventory of $45,240, a decrease in operating lease right of use of $13,828, an increase of accrued expenses and other payables-related party of $217,158, increase in accounts payable of $14,977 and a decrease in operating lease liabilities of $13,127.

Previous wording

For the nine months ended September 30, 2024, net cash used in operations of $1,326,563 was the result of a net loss of $2,547,264 offset by depreciation expense of $20,107, net change in unrealized appreciation in gold bullions of $142,610, warrants issuance of $816,718, imputed interest on related party loans of $60,693, an increase in prepaid expenses of $29,984, an increase in operating lease right of use of $36,631, an increase of accrued expenses and other payables-related party of $521,912, decrease in accounts payable of $27,188 and a decrease in operating lease liabilities of $35,580.

Current wording

For the three months ended March 31, 2025, net cash used in operations of $434,499 was the result of a net loss of $600,033 offset by depreciation expense of $5,683, net change in unrealized appreciation in gold bullions of $117,488, warrants issuance of $34,487, imputed interest on related party loans of $19,936, a decrease in prepaid expenses of $11,308, a decrease in operating lease right of use of $13,520, an increase of accrued expenses and other payables-related party of $195,647, decrease in accounts payable of $12,450 and a decrease in operating lease liabilities of $14,206.

Previous wording

Net cash used in our investing activities were $366,209 and $0 for the nine months ended September 30, 2025, and September 30, 2024, respectively. During the nine months ended September 30, 205, the Company had net proceeds from the sale investment in gold of $369,992 and purchase of fixed assets of $3,783.

Current wording

Net cash used in our investing activities were $14,116 and $0 for the three months ended March 31, 2026, and March 31, 2025, respectively. During the three months ended March 31, 2026, the Company had purchase of fixed assets of $14,116.

Previous wording

Our financing activities resulted in a cash outflow of $35,244 for the nine months ended September 30, 2024, which is represented by $35,244 loan repayment.

Current wording

Our financing activities resulted in a cash inflow of $1,644,588 for the three months ended March 31, 2026, which is represented by $1,644,588 proceeds from the sale of stock.

Previous wording

Our financing activities resulted in a cash inflow of $1,865,702 for the nine months ended September 30, 2025, which is represented by $1,925,702 proceeds from the sale of stock, $10,000 payment in debt offering costs and $50,000 repayment to note payable – related party.

Current wording

Our financing activities resulted in a cash inflow of $158,237 for the three months ended March 31, 2025, which is represented by $168,237 proceeds from the sale of stock and $10,000 payment in debt offering costs.

Previous wording

There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on our consolidated financial position, results of operations or cash flows.

Current wording

There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on our consolidated financial position, results of operations or cash flows.