KULR on NYSE

KULR Technology Group, Inc.

KULR Technology Group, Inc. is an American electronic components and accessories company based in Wilmington.2

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Last updated Oct 21, 2026.

Overview

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  • TickerKULR on NYSE2
  • IndustryElectronic Components & Accessories2
  • HeadquartersWilmington, United States2
  • Incorporated inDE3
  • Business address555 Forge River Road, Webster, Tx 775983
  • Filer categoryNon-accelerated filer, Smaller reporting company3
  • Legal formCorporation2
  • LEI213800YUOETJ427AGG252
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O CORPORATIONS & COMPANIES, INC., 19803 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 59060802

On June 23, 2025, the Company effected a reverse stock split (the “Reverse Stock Split”) of its shares of common stock, par value $0.0001 per share, (“Common Stock”), on the basis of one post-Reverse Stock Split share of Common Stock for every eight pre-Reverse Stock Split shares of Common Stock issued and outstanding, with any fractional shares resulting from the Reverse Stock Split rounded up to the nearest whole share. All references to share and per share amounts (excluding authorized shares), as well as option and warrant amounts and exercise prices, including the condensed consolidated financial statements and accompanying notes, have also been restated to give retroactive effect to the Reverse Stock Split.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

4.8%Gross margin6
-265.9%Operating margin6
-382.8%Net margin6
50.6%Revenue growth, 20256
-50.9%Return on equity6
-$47.9MFree cash flow6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Business segments

Energy Management platform brought in 57% of the revenue KULR Technology Group, Inc. broke down this way in fiscal 2025.

  1. Energy Management platform$9.1M657%down 15% from 2024
  2. Mining of Digital Assets$7.0M643%
Business segments by year
Business segments20242025
Energy Management platform$10.7M$9.1M
Mining of Digital Assets$7.0M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue29¢$15.4M
  • Research and development20¢$10.8M
  • Selling, general and admin51¢$27.7M

Out of $16.2M in revenue.6 The company lost money this year.

Financial statements

Revenue78910116$16.2M in 2025+1847% since 2019
0$5.0M$10.0M$15.0M$20.0M2019: $830.4K$830.4K20192020: $624.0K$624.0K2020−25%2021: $2.4M$2.4M2021+287%2022: $4.0M$4.0M2022+66%2023: $9.8M$9.8M2023+146%2024: $10.7M$10.7M2024+9%2025: $16.2M$16.2M2025+51%
Gross profit78910116$771.0K in 2025+28% since 2019
0$2.0M$4.0M$6.0M2019: $603.9K$603.9K20192020: $436.1K$436.1K2020−28%2021: $1.3M$1.3M2021+201%2022: $2.4M$2.4M2022+80%2023: $3.7M$3.7M2023+55%2024: $5.5M$5.5M2024+50%2025: $771.0K$771.0K2025−86%
Operating income78910116-$43.0M in 2025+2073% since 2019
-$60.0M-$40.0M-$20.0M02019: -$2.0M-$2.0M20192020: -$2.3M-$2.3M2020+18%2021: -$11.5M-$11.5M2021+392%2022: -$18.3M-$18.3M2022+59%2023: -$22.4M-$22.4M2023+23%2024: -$15.2M-$15.2M2024−32%2025: -$43.0M-$43.0M2025+182%
Net income78910116-$61.9M in 2025+3027% since 2019
-$80.0M-$60.0M-$40.0M-$20.0M02019: -$2.0M-$2.0M20192020: -$2.9M-$2.9M2020+44%2021: -$11.9M-$11.9M2021+318%2022: -$19.4M-$19.4M2022+63%2023: -$23.7M-$23.7M2023+22%2024: -$17.5M-$17.5M2024−26%2025: -$61.9M-$61.9M2025+253%

Every line of the income statement as filed: the last 2 fiscal years, latest first.6

Period ending2025-12-312024-12-31
Revenue$16.2M$10.7M
Cost of revenue$15.4M$5.3M
Gross Profit$771.0K$5.5M
Research and development$10.8M$4.7M
Selling, general, and administrative$27.7M$16.0M
Credit losses on accounts receivable$2.2M
Impairment of finance lease right-of-use asset$905.6K$0
Impairment of property and equipment$626.0K$0
Impairment of intangible assets$202.1K$0
Impairment of equipment deposits$1.4M
Total Operating Expenses$43.8M$20.7M
Loss From Operations-$43.0M-$15.2M
Change in fair value of digital assets-$13.8M-$718.8K
Impairment of equity investment-$3.3M
Credit loss on loan receivable-$2.1M
Interest income$563.3K$10.6K
Change in fair value of accrued issuable equity-$17.1K-$228.8K
Interest expense-$159.9K-$209.8K
Amortization of debt discount-$82.9K-$1.2M
Gain on debt extinguishment$50.0K$9.8K
Total Other Expense, net-$18.9M-$2.3M
Net Loss-$61.9M-$17.5M
Net Loss Per Share - Basic (in dollars per share)-$1.56-$0.75
Net Loss Per Share - Diluted (in dollars per share)-$1.56-$0.75
Weighted Average Number of Common Shares Outstanding - Basic (in shares)39.7M shares23.3M shares
Weighted Average Number of Common Shares Outstanding - Diluted (in shares)39.7M shares23.3M shares

Compare KULR Technology Group, Inc. with another company

Corporate structure

KULR Technology Group, Inc. sits at the top of its group. 2 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of KULR Technology Group, Inc.

  • BlackRock Filed SCHEDULE 13G/A on KULR Technology Group, Inc., latest Jul 29, 2026 (2 filings since Jul 17, 2025)
  • Michael Mo Filed SCHEDULE 13D/A on KULR Technology Group, Inc., latest May 8, 2026 (3 filings since Jan 26, 2024)
  • KULR Technology Group, Inc. Wilmington, California, United States
    • KULR Technology Corporation Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What KULR Technology Group, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$10.7M6 Dec 31, 2025$7.8M6 Dec 31, 2024+38.2%
Accumulated depreciation$5.2M6 Dec 31, 2025$4.1M6 Dec 31, 2024+28.3%
Property and equipment, net$5.5M6 Dec 31, 2025$3.7M6 Dec 31, 2024+49.1%
Finance-lease assets$06 Dec 31, 2025$6.2K6 Dec 31, 2024−100.0%
Operating-lease assets (leased space)$1.3M6 Dec 31, 2025$1.2M6 Dec 31, 2024+10.0%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$13.3M6 Dec 31, 2025$29.8M6 Dec 31, 2024−55.4%
Loans, net of allowance$2.0M6 Aug 25, 2025

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$370.9K6 Dec 31, 2025$577.1K6 Dec 31, 2024−35.7%
Accumulated amortization$370.8K6 Dec 31, 2025$319.5K6 Dec 31, 2024+16.1%
Finite-lived intangibles, net$370.9K6 Dec 31, 2025$577.1K11 Dec 31, 2024−35.7%

Inventory

ItemLatestA year beforeChange
Inventory, total$581.2K6 Dec 31, 2025$545.5K6 Dec 31, 2024+6.5%
Raw materials$237.7K6 Dec 31, 2025$363.2K6 Dec 31, 2024−34.6%
Finished goods$343.5K6 Dec 31, 2025$182.2K6 Dec 31, 2024+88.5%

Properties, in its own words

March 2026 Drawdown

On March 27, 2026, the Company borrowed $5.0 million in cash (the “March 2026 Drawdown”) under the Master Loan Agreement, dated July 1, 2025 (the “Master Loan Agreement”), previously disclosed in the Current Report on Form 8-K on July 8, 2025. The March 2026 Drawdown is the second advance against the revolving credit facility established by the Master Loan Agreement.

The rest of Item 2

The March 2026 Drawdown bears a 7% loan fee. The Company’s obligations under the March 2026 Drawdown are by a first-priority security interest at collateral-coverage ratio of about 156.25% of the outstanding principal amount, or 125 bitcoin. Except as set forth herein, the March 2026 Drawdown is subject to the terms and conditions of the Master Loan Agreement previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2025.

After giving effect to the March 2026 Drawdown, $15.0 million of the $20.0 million credit facility remains available.

Item 2 of the 10-K filed Mar 31, 2026.5

Leadership

Who has led KULR Technology Group, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (18)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • KULR Technology Corporation Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • KT High-Tech Marketing Inc.Feb 3, 2016 to Aug 30, 20183
  • Grant Hill Acquisition CorpJan 7, 2016 to Apr 20, 20163

Timeline

  1. Sep 30, 20268-K Regulation FD disclosure37
  2. Sep 11, 20268-K Completed an acquisition or sale; Executive or director change38
  3. Aug 13, 20268-K Results of operations39
  4. Jul 24, 20268-K Completed an acquisition or sale40
  5. Jun 26, 20268-K Regulation FD disclosure41
  6. Jun 24, 20268-K Regulation FD disclosure42
  7. Jun 9, 20268-K Executive or director change; Regulation FD disclosure43
  8. May 21, 20268-K Executive or director change44
  9. May 14, 20268-K Results of operations45
  10. Apr 29, 20268-K Bylaws or fiscal year changed46
  11. Apr 28, 20268-K Executive or director change; Bylaws or fiscal year changed; Regulation FD disclosure47
  12. Mar 31, 20268-K Results of operations48
  13. Jul 26, 2016New chief executive Michael Mo becomes CEO15
  14. Dec 11, 2015Founded KULR Technology Group, Inc. is founded2

Calendar

Coming up

  1. Nov 17, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.26) a share, on Nov 18, 2025.49

When it reported results

  1. Aug 13, 2026Reported quarterly or annual results39
  2. May 14, 2026Reported quarterly or annual results45
  3. Mar 31, 2026Reported quarterly or annual results48
  4. Nov 18, 2025Reported quarterly or annual results50
  5. Aug 14, 2025Reported quarterly or annual results51
  6. May 15, 2025Reported quarterly or annual results52
  7. Mar 27, 2025Reported quarterly or annual results53
  8. Nov 13, 2024Reported quarterly or annual results54

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

368 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 235 major events, 59 insider forms, 5 large holders, 49 other. The latest 20:

  1. Sep 30, 20268-K EDGAR
  2. Sep 11, 20264 OWNERSHIP DOCUMENT EDGAR
  3. Sep 11, 20264 OWNERSHIP DOCUMENT EDGAR
  4. Sep 11, 20264 OWNERSHIP DOCUMENT EDGAR
  5. Sep 11, 20268-K EDGAR
  6. Aug 13, 20268-K EDGAR
  7. Aug 13, 202610-Q EDGAR
  8. Aug 6, 20264 OWNERSHIP DOCUMENT EDGAR
  9. Jul 29, 2026SCHEDULE 13G/A EDGAR
  10. Jul 24, 20268-K EDGAR
  11. Jun 26, 20268-K EDGAR
  12. Jun 24, 20268-K EDGAR
  13. Jun 12, 20264 OWNERSHIP DOCUMENT EDGAR
  14. Jun 12, 20263 OWNERSHIP DOCUMENT EDGAR
  15. Jun 9, 20268-K EDGAR
  16. May 29, 2026144 EDGAR
  17. May 28, 2026144 EDGAR
  18. May 21, 20268-K EDGAR
  19. May 14, 2026DEF 14C EDGAR
  20. May 14, 20268-K EDGAR

The 368 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

20 open-market trades by officers, directors and large owners since October 2021: 2 buys and 18 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Oct 3, 2025Massey Joanna D.DirectorSale10,000$5.47$54.7KForm 4
Jun 6, 2024Cochran Terry KeithPresident and COOSale108,079$0.29$31.3KForm 4
Jun 5, 2024Cochran Terry KeithPresident and COOSale119,754$0.31$37.1KForm 4
Jun 4, 2024Cochran Terry KeithPresident and COOSale150,167$0.31$46.6KForm 4
Mar 25, 2024Knowles Timothy Ray10% ownerSale361,338$0.29$104.8KForm 4
Mar 22, 2024Knowles Timothy Ray10% ownerSale460,037$0.22$101.2KForm 4
Mar 21, 2024Knowles Timothy Ray10% ownerSale510,598$0.23$117.4KForm 4
Sep 15, 2023Mo MichaelCEO & Chairman of the BoardBuy428,571$0.35$150.0KForm 4
Jun 29, 2023Knowles Timothy Ray10% ownerSale61,756$0.62$38.3KForm 4
Jun 28, 2023Knowles Timothy Ray10% ownerSale38,244$0.64$24.5KForm 4
Apr 3, 2023Mo MichaelCEO & Chairman of the BoardBuy75,000$0.87$65.2KForm 4
Sep 2, 2022Knowles Timothy Ray10% ownerSale18,398$1.40$25.8KForm 4
Sep 1, 2022Knowles Timothy Ray10% ownerSale39,384$1.41$55.5KForm 4
Aug 31, 2022Knowles Timothy Ray10% ownerSale42,218$1.44$60.8KForm 4
Mar 31, 2022Cochran Terry KeithPresident and COOSale90,200$2.24$202.0KForm 4
Dec 30, 2021Mo MichaelCEO & Chairman of the BoardSale159,500$2.89$461.0KForm 4
Dec 29, 2021Mo MichaelCEO & Chairman of the BoardSale221,386$2.83$626.5KForm 4
Dec 28, 2021Mo MichaelCEO & Chairman of the BoardSale202,500$2.99$605.5KForm 4
Dec 21, 2021Knowles Timothy Ray10% ownerSale37,374$2.91$108.8KForm 4
Dec 20, 2021Knowles Timothy Ray10% ownerSale92,266$2.85$263.0KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

  • BlackRockSCHEDULE 13G/A, 2 filings Jul 17, 2025 to Jul 29, 202655
  • Michael MoSCHEDULE 13D/A, 3 filings Jan 26, 2024 to May 8, 202656

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Shawn Canter54$250.0K$295.0K57
2024William Walker35$228.3K$278.3K57
2024Keith Cochran$186.7K$457
2024Michael Mo54$272.2K$157
2023Chief Executive Officer$333.6K57
2023Former Chief Operating Officer*$292.7K57
2023Chief Technology Officer$223.7K$357
2023Chief Financial Officer$188.4K$257

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 90. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
State Street Corp2,043,026$7.8M0.0%+1,408,648
Vanguard Capital Management LLC1,849,361$7.0M0.0%−4,192
UBS Group AG812,102$3.1M0.0%+413,006
BlackRock, Inc.808,745$3.1M0.0%−1,874,559
Bank Of America Corp /de/677,837$2.6M0.0%−27,668
Geode Capital Management, LLC501,064$1.9M0.0%−448,751
Goldman Sachs Group Inc368,094$1.4M0.0%+46,575
Weiss Asset Management LP334,020$1.3M0.0%New
Arosa Capital Management LP300,000$1.1M1.0%No change
Vanguard Fiduciary Trust Co268,695$1.0M0.0%−8,404
Mitsubishi UFJ Asset Management Co., Ltd.240,483$916.2K0.0%New
Millennium Management LLC222,665$848.4K0.0%New
Susquehanna International Group, Llp217,346$828.1K0.0%−62,277
Aqr Capital Management LLC187,180$713.2K0.0%+104,216
Citadel Advisors LLC118,979$453.3K0.0%New
Northern Trust Corp98,623$375.8K0.0%−202,044
Osaic Holdings, Inc.93,020$354.4K0.0%+91,610
Morgan Stanley85,125$324.3K0.0%+18,697
Brendel Financial Advisors LLC84,095$320.4K0.1%New
Aster Capital Management (DIFC) Ltd82,670$315.0K0.1%New
Bnp Paribas Financial Markets62,129$236.7K0.0%+53,218
Simplex Trading, LLC57,923$220.7K0.0%New
National Bank Of Canada /fi/53,785$204.9K0.0%−435
Marshall Wace, Llp52,179$198.8K0.0%−102,267
Bridgeway Capital Management, LLC50,000$190.5K0.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How KULR Technology Group, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARKULR Technology Group, Inc.1
  • CIK0001662684
  • Employer ID (EIN)81-10042735
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)3670 Electronic Components & Accessories1
  • SEC reviewing officeOffice of Manufacturing, Division of Corporation Finance1
  • Business address555 Forge River Road, Webster, TX 775981
  • Phone408-663-52471
  • Shares outstanding46,280,322 as of Aug 11, 202613
  • Public float$260.6M as of Jun 30, 20255
  • AuditorCBIZ CPAs P.C., Los Angeles, California PCAOB ID 199; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceJan 7, 20161
  • Filings578 in all: 8-K (329), 4 (61), 10-Q (32), 3 (19), 424B5 (15), UPLOAD (13), CORRESP (12), 10-K (11)1
    All 41 form types

    NT 10-Q (8), 144 (6), 10-Q/A (5), EFFECT (5), 424B2 (4), 8-K/A (4), D (4), DEF 14A (4), DEF 14C (4), PRE 14C (4), S-3 (4), DEFA14A (3), S-8 (3), 10-12G/A (2), 3/A (2), NT 10-K (2), S-1/A (2), S-3/A (2), SC 13G (2), SC 13G/A (2), SCHEDULE 13D/A (2), 10-12G (1), 10-K/A (1), 4/A (1), 424B3 (1), 8-A12B (1), CERT (1), S-1 (1), S-3ASR (1), SC 13D (1), SC 13D/A (1), SCHEDULE 13G (1), SCHEDULE 13G/A (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) Oct 6, 2025
    Latest 8-K (8-K) Sep 30, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.0001 per shareKULRNYSE

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks KULR Technology Group, Inc. names in Item 1A of its 10-K filed Mar 31, 2026: 53 risks under these headings, as written.5

  • Risks 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.
  • We 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.
  • 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.
  • 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.
  • We have a long and complex sales cycle and have not demonstrated the ability to operate successfully in this environment.
  • We are dependent on customers and partners to design and test our solution into new applications which may not be brought to market successfully.
  • We could be adversely affected by our exposure to customer concentration risk and reduced manufacturing capacity.
  • 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.
  • Competitors that are larger and better funded may cause the Company to be unsuccessful in selling its products.
  • 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.
  • We make significant investments in research and development of new products and services that may not achieve expected returns.
The other 42 risks
  • Because of our small size and limited operating history, we are dependent on key employees.
  • Our 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.
  • If 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.
  • We may not obtain U.S. Government contracts to further develop our technology.
  • Our future growth and success depend on our ability to sell effectively to, and manage relationships with, large enterprise and defense customers.
  • Downturns in general economic conditions could adversely affect our profitability.
  • An increase in the cost of raw materials or electricity might affect our profits.
  • Our results of operations could deteriorate if our manufacturing operations were substantially disrupted for an extended period.
  • We may become subject to liabilities related to risks inherent in working with hazardous materials.
  • Significant disruptions of information technology systems, breaches of data security and other incidents could materially adversely affect our business, results of operations and financial condition.
  • 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.
  • Future adverse regulations could affect the viability of the business.
  • Our directors and officers may be exposed to liability.
  • 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.
  • If we fail to maintain effective internal controls over financial reporting, the price of our common stock may be adversely affected.
  • We 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
  • Our BTC acquisition and holdings strategies may expose us to various risks associated with BTC
  • BTC is a highly volatile asset.
  • BTC does not pay interest or dividends.
  • We purchase BTC using primarily proceeds from equity financings.
  • Changes in the trading price of BTC or changes in the manner in which we own BTC could have significant accounting impacts, including increasing the volatility of our results.
  • BTC and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty.
  • 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.
  • 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.
  • If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our BTC, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our BTC and our financial condition and results of operations could be materially adversely affected.
  • 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.
  • 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.
  • We receive non-cash consideration that is subject to daily fair-value remeasurement, creating significant earnings volatility and potential liquidity mismatches.
  • Bitcoin network difficulty, hashrate growth, and our lack of owned equipment may render the hashrate output of our leased miners uncompetitive.
  • Risks Relating to Our Common Stock and Preferred Stock
  • An 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.
  • 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.
  • If 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.
  • Shares eligible for future sale may adversely affect the market.
  • We could issue additional common stock, which might dilute the book value of our common stock.
  • Our common stock could be further diluted as a result of the issuance of convertible securities, warrants or options.
  • 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.
  • 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 conflicts in the Middle East, could make it more difficult for us to access financing and could adversely affect our business and operations.
  • We do not intend to pay dividends.
  • Voting power of our stockholders is highly concentrated by insiders.
  • We have shares of Series A Voting Preferred Stock outstanding with super voting rights.
  • 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.
  • Our 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.

Legal proceedings

From time to time we may become involved in legal proceedings arising in the ordinary course of business. We are not currently a party to any material legal or administrative proceedings.

The opening of Item 3, Legal Proceedings.5

Sources

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