KULR Technology Group (KULR) risk factors, FY2025 10-K

KULR Technology Group's FY2025 10-K, filed Mar 31, 2026, lists 50 risk factors in 3 groups. Against the prior year's 50: 11 new, 11 dropped, 20 substantially reworded.

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Risk factors listed
503 groups
New this year
11vs 50 last year
Dropped
11since the prior 10-K
Substantially reworded
20of those kept
Section length
13k wordsItem 1A

What the changes say

  • KULR added new digital asset mining and bitcoin treasury risks, expanding beyond engineered materials and energy management.
  • Customer concentration intensified, with two customers representing 28 percent of energy revenue and one customer representing 100 percent of mining revenue.
  • CEO Michael Mo's voting control via Series A Preferred Stock rose to 97.30 percent.

What changed since the prior 10-K

New

  • NewRisks Related to Our Business and Our Industry

    successfully commercialize our products in the future. Even if we successfully develop and market our products, we may not generate sufficient or sustainable revenue to achieve or sustain profitability, which could cause us to cease operations

    KULR lacks a demonstrated history of large-scale commercial success for its engineered materials and products.

  • NewRisks Related to Our Business and Our Industry

    We could experience significant disruptions in supply from our current or future supply sources which may be exacerbated by macroeconomic trends, including trade policies, political events and other international disputes

    Global supply chain issues, macroeconomic trends, and U.S. tariffs could disrupt KULR's material supplies and manufacturing.

  • NewRisks Related to Our Business and Our Industry

    Failure to effectively expand our sales and marketing capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our solutions

    Failure to expand sales and marketing operations could limit KULR's customer base and market acceptance.

  • NewRisks Related to Our Business and Our Industry

    We make significant investments in research and development of new products and services that may not achieve expected returns

    Research and development investments in new technologies may not yield expected revenue or profitability.

  • NewRisks Related to Our Business and Our Industry

    Our future growth and success depend on our ability to sell effectively to, and manage relationships with, large enterprise and defense customers

    Selling to large enterprise and defense customers involves longer sales cycles and greater negotiating leverage for buyers.

  • NewRisks Related to Our Business and Our Industry

    lower-margin products due to deteriorating economic conditions could adversely affect sales of our products and our profitability and could also result in impairments of certain of our assets

    Deteriorating economic conditions could reduce product prices and demand, potentially causing asset impairments.

  • NewRisks Related to Our Business and Our Industry

    The failure of financial institutions or transactional counterparties could adversely affect our current and projected business operation and our financial condition and results of operations

    KULR maintains cash deposits at FDIC-insured banks in excess of insurance limits, exposing it to bank failures like Silicon Valley Bank.

  • NewRisks Relating to Our Bitcoin Treasury Strategy and Holdings

    We rely entirely on third-party mining service providers and pool operators, and any failure by those counterparties could prevent us from maintaining our mining operations and receiving our estimated digital asset rewards

    KULR relies entirely on third-party operators for digital asset mining without physical possession of the rigs.

  • NewRisks Relating to Our Bitcoin Treasury Strategy and Holdings

    Because substantial portions of our lease commitments are paid in advance of the respective term, if our daily fractional share of block rewards falls below expectations or the value of the mining rewards substantially decreases, we may not achieve profitability or could suffer substantial losses

    Pre-paid lease commitments for bitcoin mining could result in losses if network rewards or bitcoin values fall.

  • NewRisks Relating to Our Bitcoin Treasury Strategy and Holdings

    We receive non-cash consideration that is subject to daily fair-value remeasurement, creating significant earnings volatility and potential liquidity mismatches

    Holding bitcoin creates earnings volatility and potential liquidity mismatches due to daily fair-value remeasurement and fixed lease costs.

  • NewRisks Relating to Our Bitcoin Treasury Strategy and Holdings

    Bitcoin network difficulty, hashrate growth, and our lack of owned equipment may render the hashrate output of our leased miners uncompetitive

    Rising global bitcoin hashrate and network difficulty could render KULR's leased mining fleet uncompetitive and unprofitable.

Dropped

  • DroppedRisks Related to Our Business and Our Industry

    We could experience significant disruptions in supply from our current or future sources

  • DroppedRisks Related to Our Business and Our Industry

    capital markets, any of which could have a material adverse effect on our business, results of operations, cash flows and financial condition

  • DroppedRisks Related to Our Business and Our Industry

    has been generated in our own laboratories or in laboratory environments at our customers or third-parties. It is well known that laboratory data is not always representative of commercial applications

    Disruptions in material supply sources.

  • DroppedRisks Related to Our Business and Our Industry

    During March 2023, Silicon Valley Bank (“SVB”), Signature Bank and Silvergate Capital Corp. were each closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver

    Geopolitical tensions like the Russia-Ukraine war and Middle East conflicts.

  • DroppedRisks Relating to Our Bitcoin Treasury Strategy and Holdings

    The availability of spot bitcoin ETPs may adversely affect the market price of our common stock

  • DroppedRisks Relating to Our Bitcoin Treasury Strategy and Holdings

    Our bitcoin treasury strategy subjects us to enhanced regulatory oversight

  • DroppedRisks Relating to Our Bitcoin Treasury Strategy and Holdings

    We may be subject to regulatory developments related to crypto assets and crypto asset markets, which could adversely affect our business, financial condition, and results of operations

  • DroppedRisks Relating to Our Bitcoin Treasury Strategy and Holdings

    The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of bitcoin and adversely affect our financial condition and results of operations

  • DroppedRisks Relating to Our Common Stock and Preferred Stock

    On May 6, 2024, the Company received a letter from the NYSE American indicating that the Company has regained compliance with the NYSE American continued listing standard set forth in Section 1003(f)(v) of the NYSE American Company Guide due to its shares of common stock demonstrating sustained price improvement

  • DroppedRisks Relating to Our Common Stock and Preferred Stock

    Global economic uncertainty and financial market volatility caused by political instability, changes in international trade relationships and conflicts, such as the war in Ukraine and the Israel-Hamas war, could make it more difficult for us to access financing and could adversely affect our business and operations

    Laboratory data not representing commercial applications and rapid technological change.

  • DroppedRisks Relating to Our Common Stock and Preferred Stock

    from his holdings of the Series A Voting Preferred Stock. The Series A Voting Preferred Stock will vote together with the common stock

Reworded

  • 84% rewrittenRisks Relating to Our Bitcoin Treasury Strategy and Holdings

    Regulatory change reclassifying BTC as a security could lead to our classification as an “investment company” under the Investment Company Act of 1940, as amended, or the 1940 Act, and could adversely affect the market price of BTC and the market price of our common stock

    Added specific risks that a SEC reclassification of bitcoin as a security could trigger Investment Company Act regulation and hurt stock price.

    Was: Regulatory change reclassifying bitcoin as a security could lead to our classification as an “investment company” under the Investment Company Act of 1940, as amended, or the 1940 Act, and could adversely affect the market price of bitcoin and the market price of our common stock

  • 81% rewrittenRisks Relating to Our Common Stock and Preferred Stock

    We have shares of Series A Voting Preferred Stock outstanding with super voting rights

    Updated CEO Michael Mo's voting power from Series A Preferred Stock from 24.18% to 97.30%.

    Was: We have 1,000,000 shares of Series A Voting Preferred Stock with super voting rights

  • 79% rewrittenRisks Related to Our Business and Our Industry

    We operate in an advanced technology arena where hypothesized properties and benefits of our products may not be achieved in practice, or in which technological change may alter the attractiveness of our products

    Combined laboratory data reliability warnings and rapid technological change risks into a single risk factor.

  • 66% rewrittenRisks Related to Our Business and Our Industry

    Downturns in general economic conditions could adversely affect our profitability

    Truncated the discussion on how economic downturns cause shifts to lower-margin products and pricing pressures.

  • 61% rewrittenRisks Relating to Our Bitcoin Treasury Strategy and Holdings

    Our BTC acquisition and holdings strategies may expose us to various risks associated with BTC

    Added that management uses no specific formula to determine when to sell bitcoin and makes decisions based on market conditions.

    Was: Our bitcoin acquisition strategy may expose us to various risks associated with bitcoin

  • 57% rewrittenRisks Related to Our Business and Our Industry

    We could be adversely affected by our exposure to customer concentration risk and reduced manufacturing capacity

    Added specific 2025 customer concentration figures: 28% from two energy management customers and 100% from one digital asset mining customer.

    Was: We could be adversely affected by our exposure to customer concentration risk

  • 54% rewrittenRisks Related to Our Business and Our Industry

    We are a young company with a limited operating history, making it difficult for you to evaluate our business and your investment

    Updated company description from a 2015/2013 formation history to a general early-stage company designation.

  • 49% rewrittenRisks Relating to Our Bitcoin Treasury Strategy and Holdings

    Our intended BTC holdings may be less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents

    Changed references from 'bitcoin' to 'BTC' regarding liquidity risks and historical trading venues halting withdrawals.

    Was: Our intended bitcoin holdings may be less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents

  • 47% rewrittenRisks Relating to Our Common Stock and Preferred Stock

    We are subject to the continued listing requirements of the NYSE American. If we are unable to comply with such requirements, our common stock would be delisted from the NYSE American, which would limit investors’ ability to effect transactions in our common stock and subject us to additional trading restrictions

  • 40% rewrittenRisks Related to Our Business and Our Industry

    Future adverse regulations could affect the viability of the business

  • 39% rewrittenRisks Relating to Our Common Stock and Preferred Stock

    Our Chairman and CEO owns our Series A Voting Preferred Stock and will be able to exert significant control over matters subject to stockholder approval

    Was: Our Chairman and CEO owns our Series A Voting Preferred Stock and will be able to exert significant control over matters subject to shareholder approval

  • 38% rewrittenRisks Relating to Our Common Stock and Preferred Stock

    We may require additional capital to support business growth, and if capital is not available to us or is available only by diluting existing stockholders, our business, operating results and financial condition may suffer

  • 38% rewrittenRisks Related to Our Business and Our Industry

    Competitors that are larger and better funded may cause the Company to be unsuccessful in selling its products

  • 36% rewrittenRisks Relating to Our Bitcoin Treasury Strategy and Holdings

    BTC and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty

    Was: Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty

  • 34% rewrittenRisks Related to Our Business and Our Industry

    We are dependent on customers and partners to design and test our solution into new applications which may not be brought to market successfully

  • 31% rewrittenRisks Related to Our Business and Our Industry

    We have limited experience in higher volume manufacturing that will be required to support profitable operations, and the risks and costs associated with scaling to larger production quantities may be substantial

    Was: We have limited experience in higher volume manufacturing that will be required to support profitable operations, and the risks associated with scaling to larger production quantities may be substantial

  • 29% rewrittenRisks Related to Our Business and Our Industry

    Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses and will divert time and attention away from revenue generating activities

  • 27% rewrittenRisks Related to Our Business and Our Industry

    Our directors and officers may be exposed to liability

  • 26% rewrittenRisks Related to Our Business and Our Industry

    An increase in the cost of raw materials or electricity might affect our profits

  • 20% rewrittenRisks Related to Our Business and Our Industry

    Because of our small size and limited operating history, we are dependent on key employees

All 50 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business and Our Industry

  1. 01We are a young company with a limited operating history, making it difficult for you to evaluate our business and your investment54% rewritten
  2. 02successfully commercialize our products in the future. Even if we successfully develop and market our products, we may not generate sufficient or sustainable revenue to achieve or sustain profitability, which could cause us to cease operationsNew
  3. 03We will need to raise substantial additional capital in the future to fund our operations, and we may be unable to raise such funds when needed and on acceptable terms, which could have a materially adverse effect on our business
  4. 04We could experience significant disruptions in supply from our current or future supply sources which may be exacerbated by macroeconomic trends, including trade policies, political events and other international disputesNew
  5. 05We have limited experience in higher volume manufacturing that will be required to support profitable operations, and the risks and costs associated with scaling to larger production quantities may be substantial31% rewritten
  6. 06We have a long and complex sales cycle and have not demonstrated the ability to operate successfully in this environment
  7. 07We are dependent on customers and partners to design and test our solution into new applications which may not be brought to market successfully34% rewritten
  8. 08We could be adversely affected by our exposure to customer concentration risk and reduced manufacturing capacity57% rewritten
  9. 09We operate in an advanced technology arena where hypothesized properties and benefits of our products may not be achieved in practice, or in which technological change may alter the attractiveness of our products79% rewritten
  10. 10Competitors that are larger and better funded may cause the Company to be unsuccessful in selling its products38% rewritten
  11. 11Failure to effectively expand our sales and marketing capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our solutionsNew
  12. 12We make significant investments in research and development of new products and services that may not achieve expected returnsNew
  13. 13Because of our small size and limited operating history, we are dependent on key employees20% rewritten
  14. 14Our success depends in part on our ability to protect our intellectual property rights, and our inability to enforce these rights could have a material adverse effect on our competitive position
  15. 15If our technologies conflict with the proprietary rights of others, we may incur substantial costs as a result of litigation or other proceedings and we could face substantial monetary damages and be precluded from commercializing our products, which would materially harm our business and financial condition
  16. 16We may not obtain U.S. Government contracts to further develop our technology
  17. 17Our future growth and success depend on our ability to sell effectively to, and manage relationships with, large enterprise and defense customersNew
  18. 18Downturns in general economic conditions could adversely affect our profitability66% rewritten
  19. 19lower-margin products due to deteriorating economic conditions could adversely affect sales of our products and our profitability and could also result in impairments of certain of our assetsNew
  20. 20An increase in the cost of raw materials or electricity might affect our profits26% rewritten
  21. 21Our results of operations could deteriorate if our manufacturing operations were substantially disrupted for an extended period
  22. 22We may become subject to liabilities related to risks inherent in working with hazardous materials
  23. 23Significant disruptions of information technology systems, breaches of data security and other incidents could materially adversely affect our business, results of operations and financial condition
  24. 24The failure of financial institutions or transactional counterparties could adversely affect our current and projected business operation and our financial condition and results of operationsNew
  25. 25Future adverse regulations could affect the viability of the business40% rewritten
  26. 26Our directors and officers may be exposed to liability27% rewritten
  27. 27Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses and will divert time and attention away from revenue generating activities29% rewritten
  28. 28If we fail to maintain effective internal controls over financial reporting, the price of our common stock may be adversely affected
  29. 29We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002 and if we fail to comply in a timely manner, our business could be harmed and our stock price could decline

Risks Relating to Our Bitcoin Treasury Strategy and Holdings

  1. 30Our BTC acquisition and holdings strategies may expose us to various risks associated with BTC61% rewritten
  2. 31BTC and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty36% rewritten
  3. 32Regulatory change reclassifying BTC as a security could lead to our classification as an “investment company” under the Investment Company Act of 1940, as amended, or the 1940 Act, and could adversely affect the market price of BTC and the market price of our common stock84% rewritten
  4. 33Our intended BTC holdings may be less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents49% rewritten
  5. 34We rely entirely on third-party mining service providers and pool operators, and any failure by those counterparties could prevent us from maintaining our mining operations and receiving our estimated digital asset rewardsNew
  6. 35Because substantial portions of our lease commitments are paid in advance of the respective term, if our daily fractional share of block rewards falls below expectations or the value of the mining rewards substantially decreases, we may not achieve profitability or could suffer substantial lossesNew
  7. 36We receive non-cash consideration that is subject to daily fair-value remeasurement, creating significant earnings volatility and potential liquidity mismatchesNew
  8. 37Bitcoin network difficulty, hashrate growth, and our lack of owned equipment may render the hashrate output of our leased miners uncompetitiveNew

Risks Relating to Our Common Stock and Preferred Stock

  1. 38An active, liquid and orderly market for our common stock may not develop or be sustained, and you may not be able to sell your common stock without adversely affecting the price, or at all depending on volume offered for sale at any time
  2. 39We are subject to the continued listing requirements of the NYSE American. If we are unable to comply with such requirements, our common stock would be delisted from the NYSE American, which would limit investors’ ability to effect transactions in our common stock and subject us to additional trading restrictions47% rewritten
  3. 40If securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline
  4. 41Shares eligible for future sale may adversely affect the market
  5. 42We could issue additional common stock, which might dilute the book value of our common stock
  6. 43Our common stock could be further diluted as a result of the issuance of convertible securities, warrants or options
  7. 44We may require additional capital to support business growth, and if capital is not available to us or is available only by diluting existing stockholders, our business, operating results and financial condition may suffer38% rewritten
  8. 45We do not intend to pay dividends
  9. 46Voting power of our stockholders is highly concentrated by insiders
  10. 47We have shares of Series A Voting Preferred Stock outstanding with super voting rights81% rewritten
  11. 48Our Chairman and CEO owns our Series A Voting Preferred Stock and will be able to exert significant control over matters subject to stockholder approval39% rewritten
  12. 49Our certificate of incorporation allows for our board to create a new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our common stock
  13. 50In addition, our Board of Directors could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders

Other KULR Technology Group 10-Ks

  • FY2024 10-K risk factors
    50 risks

    KULR Technology Group faces extreme early-stage financial risks, dependency on small customer concentration, and unproven manufacturing scale.

    Filed Mar 31, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.