STOCKHOLDERS' EQUITY | NOTE 11 STOCKHOLDERS’ EQUITY Standby Equity Purchase Agreement On May 13, 2022, the Company entered into the SEPA with Yorkville. Pursuant to the SEPA, the Company has the right, but not the obligation, to sell to Yorkville up to an aggregate of $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 first day of the month following the 24-month anniversary of the SEPA. Each sale (an “Advance”) that the Company requests under the SEPA (via an “Advance Notice”) may be for a number of shares of common stock with an aggregate value of up to $5,000,000. Shares are sold under the SEPA at 98.0% of the average of the VWAPs during each of the three As of September 30, 2022, the Company issued Advance Notices to receive $350,000 in exchange for 255,240 shares of common stock pursuant to the SEPA. At any time that there is a balance outstanding under a Prepaid Advance, the Company is not permitted to deliver Advance Notices under the SEPA. See Note 9 – Prepaid Advance Liability, for details related to a supplemental agreement to the SEPA. 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 July 2022, the Company issued an aggregate of 160,782 shares of common stock pursuant to an Advance Notice issued under the SEPA for an aggregate of $250,000 of gross proceeds. During August 2022, the Company issued an aggregate of 94,458 shares of common stock as a partial payment of principal balance due on the Promissory note in the amount of $150,000. On September 29, 2022, the Company issued 221,605 shares of common stock as a partial repayment of the Initial Advance principal amount of $250,000 and interest in the amount of $24,658. During the three and nine months ended September 30, 2022, the Company issued an aggregate of 0 and 12,000 shares of immediately vested common stock with a grant date value of $0 and $53,421, respectively, for legal services. During the three and nine months ended September 30, 2022, the Company issued an aggregate of 30,542 and 66,042 shares, respectively, of common stock upon the exercise of stock options, of which 30,542 and 63,542 shares, respectively, 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 nine months ended September 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 63,542 shares that were held in treasury for an aggregate of $48,382 gross proceeds. As of September 30, 2022, the Company has 131,162 shares held in treasury valued at their cost of $296,222. Warrants A summary of warrants activity during the nine months ended September 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, September 30, 2022 2,524,410 $ 1.02 3.3 $ 662,364 Exercisable, September 30, 2022 2,524,410 $ 1.02 3.3 $ 662,364 A summary of outstanding and exercisable warrants as of September 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 3.3 177,885 $ 1.00 2,346,525 3.3 2,346,525 2,524,410 3.3 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 Three Months Ended For The Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Risk free interest rate 2.85% - 4.21% 0.20% - 0.23% 1.18% - 4.21% 0.20% - 0.85% Expected term (years) 3.8 3.5 3.5 - 3.9 2.5 - 3.5 Expected volatility 106 % 109 % 106% - 116% 93% - 109% Expected dividends 0 % 0 % 0 % 0 % For the three and nine months ended September 30, 2022, the weighted average grant date fair value per share of options was $1.08 and $1.31, respectively. For the three and nine months ended September 30, 2021, the stock options had a weighted average grant date value of $1.55 and $0.80 per option share, respectively. A summary of options activity (excluding Market-Based Awards) during the nine months ended September 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 200,000 1.86 Exercised (66,042) 0.71 Expired — — Forfeited (28,958) 1.49 Outstanding, September 30, 2022 510,216 $ 1.78 3.5 $ 68,501 Exercisable, September 30, 2022 184,799 $ 1.37 2.3 $ 65,143 The following table presents information related to stock options (excluding market-based option awards) as of September 30, 2022: Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 0.66 110,486 1.3 105,070 $ 1.28 10,000 — — $ 1.35 10,000 — — $ 1.47 10,000 — — $ 1.55 30,000 — — $ 1.59 40,000 — — $ 1.99 10,000 3.7 4,583 $ 2.05 50,000 3.9 3,958 $ 2.08 10,000 3.6 4,583 $ 2.13 20,000 3.9 7,500 $ 2.25 10,000 4.3 1,250 $ 2.27 29,730 3.7 12,855 $ 2.31 50,000 — — $ 2.43 20,000 4.0 7,500 $ 2.44 100,000 3.4 37,500 510,216 2.3 184,799 As of September 30, 2022, there was $335,308 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 September 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 (842,500) 2.38 Non-vested shares, September 30, 2022 1,897,500 $ 2.54 As of September 30, 2022, there was $3,963,192 of unrecognized stock-based compensation expense related to restricted stock that will be recognized over the weighted average remaining vesting period of 2.53 years. Market-Based Awards The following table presents information related to market-based awards, that vest upon achieving specified KULR market capitalizations, outstanding as of September 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 September 30, 2022, there was $1,605,407 of unrecognized stock-based compensation expense related to market-based awards which will be amortized over the remaining weighted average vesting period of 1.18 years. As of September 30, 2022, none of the market-based awards have vested. See Note 13 – Subsequent Events, Stock-Based Compensation Restructuring regarding cancellation of the market-based awards. Stock-Based Compensation The following table presents information related to stock-based compensation for the three and nine months ended September 30, 2022 and 2021: For The Three Months Ended For The Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Common stock for services $ — $ 77,040 $ 53,421 $ 345,679 Amortization of restricted common stock 403,812 440,333 1,345,171 1,000,647 Amortization of market-based awards 477,700 754,207 1,773,169 1,374,226 Stock options 23,959 20,516 66,377 45,407 Accrued issuable equity (common stock) 16,840 — (29,360) — Total $ 922,311 $ 1,292,096 $ 3,208,778 $ 2,765,959 During the three and nine months ended September 30, 2022, the Company recognized stock-based compensation expense of $922,311 and $3,208,778, respectively, related to restricted common stock, market-based awards and stock options, of which $916,708 and $3,185,373, respectively are included within selling, general and administrative expenses, and $5,603 and $23,405, respectively are included within research and development expenses in the unaudited condensed consolidated statements of operations. During the three and nine months ended September 30, 2021, the Company recognized stock-based compensation expense of $1,292,096 and $2,765,959, respectively, related to restricted common stock, market-based awards and stock options, of which $1,292,096 and $2,750,769, respectively are included within selling, general and administrative expenses, and $0 and $15,190, respectively are included within research and development expenses on the unaudited condensed consolidated statements of operations. |