STOCKHOLDERS' EQUITY | NOTE 9 STOCKHOLDERS’ EQUITY Standby Equity Purchase Agreement On May 13, 2022, KULR Technology Group, Inc. (the “Company”) entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”). Pursuant to the SEPA, the Company shall have the right, but not the obligation, to sell to Yorkville up to $50,000,000 of its shares of common stock, par value $0.0001 per share, at the Company’s request any time during the commitment period commencing on May 13, 2022 and terminating on the earliest of (i) the first day of the month following the 24-month anniversary of the SEPA and (ii) the date on which Yorkville shall have made payment of any advances requested pursuant to the SEPA for shares of the Company’s common stock equal to the commitment amount of $50,000,000. Each sale the Company requests under the SEPA (an “Advance”) may be for a number of shares of common stock with an aggregate value of up to $5,000,000. The shares would be purchased at 98.0% of the Market Price (as defined below) and would be subject to certain limitations, including that Yorkville could not purchase any shares that would result in it owning more than 4.99% of the Company’s outstanding common stock at the time of an Advance (the “Ownership Limitation”) or a cumulative aggregate of 19.9% of the Company’s outstanding common stock as of the date of the SEPA (the “Exchange Cap”). The Exchange Cap will not apply under certain circumstances, including to any sales of common stock under the SEPA that equal or exceed the Minimum Price (as defined in Section 312.03 of the NYSE Listed Company Manual). “Market Price” is defined in the SEPA as the average of the VWAPs (as defined below) during each of the three Common Stock During March 2022, the Company issued an aggregate of 70,143 shares of common stock upon the exercise of warrants pursuant to which the Company received an aggregate of $87,679 of gross proceeds. During April 2022, the Company issued an aggregate of 2,346,525 shares of common stock upon the exercise of warrants pursuant to which the Company received an aggregate of $2,933,156 of gross proceeds. In connection with an inducement offer from the Company, the Company issued new warrants to purchase an aggregate of 2,346,525 shares of common stock at an exercise price of $1.00 per share (the “New Warrants”). The New Warrants expire on December 31, 2025. The value of the New Warrants provided to the exercising warrant holders was deemed to be an offering cost associated with an equity financing to raise capital, pursuant to ASU 2021-04. Because the New Warrants were determined to be classified as equity, the credit to additional paid-in capital associated with the issuance of the New Warrants is offset by the debit to additional paid-in capital related to the offering cost. The warrants had a grant date value of $3,657,763, calculated using the Black Scholes pricing model with the following assumptions used: risk free rate – 2.88%, expected term – 3.69, expected volatility – 100%, expected dividends – 0%. During the three and six months ended June 30, 2022, the Company issued an aggregate of 6,000 and 12,000 shares of immediately vested common stock with a grant date value of $10,261 and $53,421, respectively, for legal services. During the six months ended June 30, 2022, the Company issued an aggregate of 35,500 shares of common stock upon the exercise of stock options, of which 33,000 shares were issued from treasury stock. Treasury Stock The 2018 KULR Technology Group Equity Incentive Plan (the “Plan”) allows for the grant of non-vested stock options, RSUs and RSAs to the Company’s employees pursuant to the terms of the Plan. Under the provision of the Plan, unless otherwise elected, participants fulfill their related income tax withholding obligation by having shares withheld at the time of vesting. The shares withheld are then transferred to the Company’s treasury stock at cost. During the six months ended June 30, 2022, the Company withheld 194,704 shares valued at $439,728 in connection with the vesting of restricted common stock awards during the period. Pursuant to the exercise of options, the Company transferred 33,000 shares that were held in treasury for an aggregate of $28,224 gross proceeds. As of June 30, 2022, the Company has 161,704 shares of held in treasury valued at $365,199. Warrants A summary of warrants activity during the six months ended June 30, 2022 is presented below: Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Warrants Price Term (Yrs) Value Outstanding, January 1, 2022 2,594,553 $ 1.25 Issued 2,346,525 1.00 Exercised (2,416,668) (1.25) Expired — — Forfeited — — Outstanding, June 30, 2022 2,524,410 $ 1.02 3.5 $ 1,343,954 Exercisable, June 30, 2022 2,524,410 $ 1.25 3.5 $ 1,343,954 See the Common Stock discussion above for additional information. A summary of outstanding and exercisable warrants as of June 30, 2022 is presented below: Warrants Outstanding Warrants Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $ 1.25 177,885 3.5 177,885 $ 1.00 2,346,525 3.5 2,346,525 2,524,410 3.5 2,524,410 Stock Options The Company has computed the fair value of stock options granted using the Black-Scholes option pricing model. In applying the Black-Scholes option pricing model, the Company used the following assumptions: For The Six Months Ended June 30, 2022 2021 Risk free interest rate 1.18% -2.94 % 1.58 % Expected term (years) 3.5 - 3.9 2.5 - 3.5 Expected volatility 116 % 93% - 109 % Expected dividends 0 % 0 % For the six months ended June 30, 2022 and 2021, the weighted average grant date fair value per share of options was $1.47 and $0.66, respectively. A summary of options activity (excluding Market-Based Awards) during the six months ended June 30, 2022 is presented below: Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Options Price Term (Yrs) Value Outstanding, January 1, 2022 405,216 $ 2.29 Granted 130,000 2.03 Exercised (35,500) 0.76 Expired — — Forfeited (17,500) 2.03 Outstanding, June 30, 2022 482,216 $ 1.65 3.5 $ 167,783 Exercisable, June 30, 2022 207,355 $ 1.19 2.4 $ 125,267 The following table presents information related to stock options (excluding market-based option awards) as of June 30, 2022: Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 0.66 152,486 1.7 140,750 $ 1.28 10,000 — — $ 1.55 20,000 — — $ 1.99 10,000 3.9 3,958 $ 2.05 50,000 4.1 3,333 $ 2.08 10,000 3.9 3,958 $ 2.13 20,000 4.2 6,250 $ 2.25 10,000 4.6 625 $ 2.27 29,730 4.0 10,980 $ 2.31 50,000 — — $ 2.43 20,000 4.2 6,250 $ 2.44 100,000 3.7 31,250 482,216 2.4 207,355 As of June 30, 2022, there was $292,920 of unrecognized stock-based compensation expense related to the above stock options, which will be recognized over the weighted average remaining vesting period of 3.2 years. Restricted Common Stock The following table presents information related to restricted common stock (excluding Market-Based Awards) as of June 30, 2022: Weighted Average Grant Date Shares of Restricted Fair Value Common Stock Per Share Non-vested balance, January 1, 2022 2,590,000 $ 2.52 Granted 150,000 2.08 Vested (782,500) 2.48 Non-vested shares, June 30, 2022 1,957,500 $ 2.50 As of June 30, 2022, there was $4,365,706 of unrecognized stock-based compensation expense related to restricted stock that will be recognized over the weighted average remaining vesting period of 2.7 years. Market-Based Awards The following table presents information related to market-based awards outstanding as of June 30, 2022: Number of Grant Date Award Shares Fair Value Restricted stock units 1,500,000 $ 2,911,420 Stock options 1,500,000 2,579,000 Total 3,000,000 $ 5,490,420 The grant date value for the market-based awards is being amortized over the derived service periods of the awards. As of June 30, 2022, there was $2,083,108 of unrecognized stock-based compensation expense related to market-based awards which will be amortized over the remaining weighted average vesting period of 1.4 years. As of June 30, 2022, none of the market-based awards have vested. Stock-Based Compensation During the three and six months ended June 30, 2022, the Company recognized stock-based compensation expense of $1,043,545 and $2,286,467, respectively, related to restricted common stock, warrants and stock options, of which $1,033,851 and $2,268,665, respectively are included within selling, general and administrative expenses, and $9,694 and $17,802, respectively are included within research and development expenses in the unaudited condensed consolidated statements of operations. During the three and six months ended June 30, 2021, the Company recognized stock-based compensation expense of $1,085,891 and $1,473,863, respectively, related to restricted common stock, warrants and stock options, of which $1,078,106 and $1,458,673, respectively are included within selling, general and administrative expenses, and $7,785 and $15,190, respectively are included within research and development expenses on the unaudited condensed consolidated statements of operations. The following table presents information related to stock-based compensation for the three months ended June 30, 2022 and 2021: For The Three Months Ended For The Six Months Ended June 30, June 30, 2022 2021 2022 2021 Common stock for services $ 10,261 $ 110,000 $ 53,421 $ 159,800 Amortization of restricted common stock 422,128 433,689 941,359 560,314 Amortization of market-based awards 565,421 489,774 1,295,469 620,019 Stock options 26,535 15,779 42,418 24,891 Accrued issuable equity (common stock) 19,200 36,649 (46,200) 108,839 Total $ 1,043,545 $ 1,085,891 $ 2,286,467 $ 1,473,863 |