STOCKHOLDERS' EQUITY | NOTE 15 - STOCKHOLDERS’ EQUITY Authorized Capital The Company is authorized to issue 500,000,000 shares of common stock, par value of $0.0001 per share, and 20,000,000 shares of preferred stock, par value of $0.0001 per share. The holders of the Company’s common stock are entitled to one vote per share. The preferred stock is designated as follows: 1,000,000 shares designated as Series A Preferred Stock, 31,000 shares designated as Series B Convertible Preferred Stock, 400 shares designated as Series C Preferred Stock, and 650 shares designated as Series D Convertible Preferred Stock. Equity Incentive Plan On August 15 and November 5, 2018, the Board of Directors and a majority of the Company’s shareholders, respectively, approved the 2018 Equity Incentive Plan (the “2018 Plan”). Under the 2018 Plan, 15,000,000 shares of common stock of the Company are authorized for issuance. The 2018 Plan provides for the issuance of incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights, restricted stock and restricted stock units to employees, directors and consultants of the Company and its affiliates. The 2018 Plan requires the exercise price of stock options to be not less than the fair value of the Company’s common stock on the date of grant. As of December 31, 2022, there were 10,174,005 shares available for issuance under the 2018 Plan. 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 consecutive trading days commencing on the trading day following the Company’s submission of an Advance Notice to Yorkville. Advances are subject to certain limitations, including that Yorkville will 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, or more than the amount of shares registered under the registration statement in effect at the time of the Advance. Further, the aggregate amount of shares purchased under the SEPA (as defined) cannot exceed 19.9% of the Company’s outstanding common stock as of the date of the SEPA. Through December 31, 2022, the Company issued Advance Notices to for the issuance of 255,240 shares of common stock valued at $399,018 pursuant to the SEPA, of which 94,458 shares valued at issuance at $150,000, were issued in satisfaction of Notes Payable to Yorkville. On September 23, 2022, the Company entered into the Supplemental Agreement to the SEPA and received a Prepaid Advance in the amount of $15,000,000 pursuant to the Supplemental Agreement (see Note 10 – Prepaid Advance Liability). 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. Series A Preferred Stock Each record holder of Series A Preferred Stock shall have the right to vote on any matter with holders of the Company’s common stock and other securities entitled to vote, if any, voting together as one class. Each record holder of Series A Preferred Stock is entitled to one-hundred votes per share of Series A Preferred Stock held by such holder. The Series A Preferred Stock is not convertible into any series or class of stock of the Company. In addition, holders of the Series A Preferred Stock shall not be entitled to receive dividends, nor do they have a right to distribution from the assets of the Company in the event of any liquidation, dissolution, or winding up of the Company. On November 5, 2018, the Company received a written consent of the majority of the stockholders to issue 1,000,000 shares of the Company’s Series A Preferred Stock to Mr. Mo, if necessary, as a measure to protect the Company from an uninvited takeover. As of the date of filing, the shares of Series A Preferred Stock have not been issued. Series B Convertible Preferred Stock Holders of shares of Series B Convertible Preferred Stock are not entitled to voting rights or dividend rights. The Series B Convertible Preferred Stock does not contain any redemption provisions or other provisions requiring cash settlement within control of the holder. Series B Convertible Preferred Stock is senior in liquidation preference to common stock. Each share of Series B Convertible Preferred Stock, after 181 days after issuance and without the payment of additional consideration, is convertible at the option of the holder into fifty (50) fully paid and non-assessable shares of common stock. It was determined that the embedded conversion option is clearly and closely related to the equity host, therefore it is not bifurcated and not accounted for as a derivative. During the year ended December 31, 2021, the Company issued an aggregate of 698,600 shares of common stock upon the conversion of 13,972 shares of Series B Preferred stock, after which no Series B Convertible Preferred Stock remained outstanding. There are no Series B Convertible shares available to issue at December 31, 2022. Series C Convertible Preferred Stock Series C Convertible Preferred Stock is senior in liquidation preference to the Company’s common stock for an amount equal to the stated value per share of $10,000 (“Stated Value”). Holders of shares of Series C Convertible Preferred Stock shall vote on an as-if-converted-to-common-stock basis with the common stockholders. Holders of shares of Series C Convertible Preferred Stock are entitled to receive dividends when, as and if declared by the Board of Directors, at an annual rate of twelve percent (12)% beginning one year after each share’s issuance. The Company may elect to redeem all or part of each share of Series C Convertible Preferred Stock for the Stated Value. There are no Series C Convertible shares outstanding or available to issue at December 31, 2022. Series D Convertible Preferred Stock On May 19, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with an investor, pursuant to which the Company agreed to issue to the investor an aggregate of 650 shares of Series D convertible preferred stock (the “Series D Preferred”) pursuant to a new designation of preferred stock, and one-year warrants to purchase 2,600,000 shares of common stock (the “Warrants”) at a price of $2.50 per share, for aggregate gross proceeds of $6,500,000 (the “Offering”). The Company also agreed to pay the investor a commitment fee of 1,300,000 shares of common stock at the closing of the Offering. The closing of the Offering occurred on May 20, 2021. In connection with the closing of the financing, the Company repaid in full its aggregate remaining notes payable obligation of $1,400,000. The Series D Preferred have a fixed conversion price of $2.05, are convertible into an aggregate of 3,170,730 shares of common stock and have the right to vote on an as-converted basis. Holders of the Series D Preferred shall be entitled to receive cumulative dividends annually at an annual rate equal to ten percent (10%). Dividends shall be payable in cash or, at the option of the holder of the Series D Preferred, converted into shares of common stock as provided in the certificate of designation for the Series D Preferred. Provided that the shares of common stock issuable upon conversion of the Series D Preferred is registered pursuant to an effective registration statement, the Company shall have the option, but not the obligation, to redeem, in cash, all or part of the Series D Preferred. The Company determined that the Series D Preferred was permanent equity given that there was no redemption provision at the holder’s option and it was determined that the conversion option was clearly and closely related to the equity host, so it didn’t need to be bifurcated. The Company further determined that the $10,000 cash structuring fee, debt redemption costs of $140,000, and the remaining notes payable obligation of $1,400,000 paid to the investor, would be accounted for as a reduction of the $6,500,000 of gross proceeds. The remaining proceeds of $6,490,000 were allocated on a relative fair value basis to the Series D Preferred ($3,875,675), the commitment shares ($1,339,582) and the Warrant ($1,274,743). The Company used the Black-Scholes option pricing model to determine the fair value of the Warrant using the following assumptions: exercise price of $2.50 per share, market price of $2.05 per share, expected term of 1.0 year, volatility of 142% and a risk-free interest rate of 0.05%. Finally, the Company determined that the Series D Preferred had a beneficial conversion feature equal to $2,624,326 which is a deemed dividend and represents an adjustment to the numerator in the loss per share calculation. The cash issuance costs of $365,000 (inclusive of the $10,000 cash structuring fee) were charged to additional paid-in-capital. On June 17, 2021, all of the outstanding shares of Series D Preferred were converted into 3,170,730 shares of common stock, after which no Series D Convertible Preferred Stock remained outstanding. There are no Series D Convertible shares available at December 31, 2022. Common Stock During the year ended December 31, 2021, the Company issued an aggregate of 170,000 shares of immediately vested common stock with a grant date value of $376,909 for legal and consulting services and issued 6,000 shares with a grant date value of $18,000 related to the acquisition of an intangible asset during the year ended December 31, 2021. During the year ended December 31, 2021, KULR issued an aggregate of 184,784 shares of common stock upon the exercise of options. During the year ended December 31, 2021, KULR issued an aggregate of 6,793,358 shares of our common stock upon the exercise of warrants. During the year ended December 31, 2022, the Company issued an aggregate of 51,000 shares of immediately vested common stock with a grant date value of $109,850 for legal and consulting services. During the year ended December 31, 2022, the Company issued an aggregate of 2,416,668 shares of common stock upon the exercise of warrants pursuant to which the Company received an aggregate of $3,020,835 of gross proceeds. Treasury Stock 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 December 31, 2022, the Company has 131,162 shares held in treasury valued at their cost of $296,222. During the year ended December 31, 2022, the company withheld 194,704 shares valued at $439,728 for employee income tax withholding obligations in connection with the vesting of restricted common stock during the period. Warrants A summary of warrants activity during the year ended December 31, 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, December 31, 2022 2,524,410 $ 1.02 3.0 $ 492,770 Exercisable, December 31, 2022 2,524,410 $ 1.02 3.0 $ 492,770 A summary of outstanding and exercisable warrants as of December 31, 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 3.0 177,885 $ 1.00 2,346,525 3.0 2,346,525 2,524,410 3.0 2,524,410 Stock-Based Compensation During the years ended December 31, 2022 and 2021, the Company recognized stock-based compensation expense of $4,175,014 and $4,200,091, respectively, related to restricted common stock, warrants and stock options, of which $4,136,494 and $4,171,241, respectively are included within selling, general and administrative expenses, and $38,520 and $28,850, respectively are included within research and development expenses on the consolidated statements of operations. The following table presents information related to stock-based compensation for the years ended December 31, 2022 and 2021: For the Years Ended December 31, 2022 2021 Common stock issued for services $ 109,850 $ 167,710 Accrued issuable equity (common stock) 84,270 245,719 Amortization of stock options 103,220 68,239 Amortization of market-based awards 1,932,402 2,111,845 Amortization of restricted stock units 1,945,272 1,606,578 Total $ 4,175,014 $ 4,200,091 Stock Options A summary of options activity (excluding market-based option awards) during the year ended December 31, 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 330,000 1.71 Exercised (66,042) 0.71 Expired — — Forfeited (28,958) 1.49 Outstanding, December 31, 2022 640,216 $ 1.72 3.6 $ 60,767 Exercisable, December 31, 2022 199,174 $ 1.43 2.1 $ 58,476 The following table presents information related to stock options (excluding market-based option awards) as of December 31, 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 1.0 106,320 $1.28 - $1.50 140,000 — — $1.55 - $1.99 90,000 3.4 5,208 $2.05 - $2.44 299,730 3.4 87,646 640,216 2.1 199,174 For the years ended December 31, 2022 and 2021, the weighted average grant date fair value per share of options was $1.23 and $0.80, respectively. 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 Years Ended December 31, 2022 2021 Risk free interest rate 1.18% - 4.54 % 0.20% - 0.85 % Expected term (years) 3.5 - 3.9 2.5 - 3.5 Expected volatility 104% - 116 % 93% - 109 % Expected dividends 0 % 0 % Option forfeitures are accounted for at the time of occurrence. The expected term used is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” employee option grants. The Company does not yet have a trading history to support its historical volatility calculations. Accordingly, the Company is utilizing an expected volatility figure based on a review of the historical volatility of comparable entities over a period of time equivalent to the expected life of the instrument being valued. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. As of December 31, 2022, there was $442,199 of unrecognized stock-based compensation expense related to the above stock options, which will be recognized over the weighted average remaining vesting period of 3.1 Market-Based Awards and Exchange for Restricted Stock Units On March 1, 2021, in connection with the appointment of the Company’s Chief Operating Officer (the “COO”), the COO became eligible to receive of up to 1,500,000 shares of the Company’s common stock which would be earned based upon achieving certain market capitalization milestones up to $4 billion (the “Market-based RSU Award”). The grant date value of this award of $2,911,420 was determined using a Monte Carlo valuation model for market-based vesting awards, and was amortizable over each of the tranches’ prospective derived service period. On June 10, 2021, the Chief Executive Officer (the “CEO”) received an option for the purchase of up to 1,500,000 shares of the Company’s common stock at an exercise price of $2.60 per share (the “Market-based Option Award”, and together with the Market-based RSU Award, the “Market-based Awards”), which would be earned based upon achieving certain market capitalization milestones up to $4 billion. The grant date value of this award of $2,579,000 was determined using a Monte Carlo valuation model for market-based vesting awards, and was amortizable over each of the tranches’ prospective derived service period. On November 1, 2022 (the “Modification Date”), the Board approved the termination of the Market-Based Awards and approved the grant of 1,500,000 restricted stock units (the “RSUs”) with a grant date fair value of $3,075,000, to each of the COO and CEO (the “Grantees”). The grant date value was determined using the stock price per share immediately preceding the Board approval of the grant. The RSUs will vest in four equal installments over the course of four years in accordance with the following schedule: Number of Restricted Stock Vesting Date Units That Vest November 1, 2023 750,000 November 1, 2024 750,000 November 1, 2025 750,000 November 1, 2026 750,000 The exchange of RSUs for the Market-based Awards was accounted for as a modification of stock awards; as such, the amortizable value of the RSUs was determined to be $4,226,175, which represents the unrecognized grant-date fair value of the Market-based awards of $1,446,175, plus $2,780,000 representing the incremental fair value of the RSUs over the fair value of the Market Based Awards at the modification date. The following assumptions were used in applying the Monte Carlo valuation model to the Company’s market-based awards on each of the measurement dates described above. November 1, March 1, June 10, 2022 2021 2021 Risk free interest rate 4.33 % 0.71 % 0.73 % Expected volatility 100.0 % 98.9 % 98.5 % Expected dividend yield 0 % 0 % 0 % Expected term 3.3 years 2.1 years 2.2 years Restricted Common Stock The following table presents information related to restricted stock awards and restricted stock units (excluding Market-Based RSU Awards) as of December 31, 2022: Weighted Average Shares of Restricted Grant Date Common Stock Fair Value Non-vested balance, January 1, 2022 2,590,000 $ 2.52 Granted 3,310,000 2.05 Vested (857,500) 2.38 Canceled — — Non-vested shares, December 31, 2022 5,042,500 $ 2.23 During the year ended December 31, 2021, KULR issued as incentive shares to its employees, an aggregate of 2,677,744 shares of our restricted common stock, of which, 117,744 shares were subsequently cancelled. As of December 31, 2022, there was $7,813,665 of unrecognized stock-based compensation expense related to restricted stock that will be recognized over the weighted average remaining vesting period of 3.1 years. |