KULR TECHNOLOGY GROUP, INC., 10-Q filed on 11/18/2025
Quarterly Report
v3.25.3
Document and Entity Information - shares
 9 Months Ended
Sep. 30, 2025
Nov. 14, 2025
Document and Entity Information    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2025  
Document Transition Report false  
Entity File Number 001-40454  
Entity Registrant Name KULR Technology Group, Inc.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 81-1004273  
Entity Address, Address Line One 555 Forge River Road  
Entity Address, City or Town Webster  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 77598  
City Area Code 408  
Local Phone Number 663-5247  
Title of 12(b) Security Common Stock  
Trading Symbol KULR  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   45,674,420
Entity Central Index Key 0001662684  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q3  
Amendment Flag false  
v3.25.3
CONDENSED CONSOLIDATED BALANCE SHEETS
Sep. 30, 2025
USD ($)
Dec. 31, 2024
USD ($)
Current Assets:    
Cash $ 20,588,596 $ 29,831,858
Accounts receivable billed, current portion 2,956,726 1,984,518
Accounts receivable unbilled, current portion 490,223 660,672
Grant receivable 501,032  
Inventory 784,609 545,467
Inventory deposits 457,892 0
Prepaid expenses and other current assets 2,749,049 1,141,540
Total Current Assets 28,528,127 34,164,055
Digital assets 112,539,271 20,281,184
Digital assets held as collateral 7,983,990  
Accounts receivable billed, non-current portion   1,446,489
Accounts receivable unbilled, non-current portion 1,180,129  
Property and equipment, net 3,461,267 3,676,544
Equipment deposits 59,763 1,355,174
Security deposits 48,158 48,158
Intangible assets, net 470,377 577,099
Operating lease right-of-use assets, net 1,476,478 1,216,772
Finance lease right-of-use asset, net 5,826 6,215
Deferred financing costs 309,428 155,497
Total Assets 156,062,814 62,927,187
Current Liabilities:    
Accounts payable 1,237,837 2,061,266
Accrued expenses and other current liabilities 1,300,059 1,160,446
Loan payable 3,800,000  
Accrued issuable equity 152,740 420,427
Operating lease liabilities, current portion 414,436 493,468
Finance lease liability, current portion 2,526 2,463
Notes payable, net of discount, current portion   494,796
Deferred revenue 21,489 32,768
Total Current Liabilities 6,929,087 4,665,634
Operating lease liabilities, non-current portion 1,174,152 818,750
Finance lease liability, non-current portion 1,949 3,852
Other non-current liabilities   10,966
Total Liabilities 8,105,188 5,499,202
Commitments and contingencies (Note 13)
Stockholders' Equity    
Preferred stock
Common stock, $0.0001 par value, 500,000,000 shares authorized; 42,636,858 and 42,614,936 shares issued and outstanding at September 30, 2025, respectively; 33,100,207 and 33,083,812 shares issued and outstanding at December 31, 2024, respectively 4,264 3,310
Additional paid-in capital 249,796,653 141,532,047
Treasury stock, at cost; 21,922 and 16,395 shares held at September 30, 2025 and December 31, 2024, respectively. (393,744) (296,222)
Accumulated deficit (101,449,647) (83,811,223)
Total Stockholders' Equity 147,957,626 57,427,985
Total Liabilities and Stockholders' Equity 156,062,814 62,927,187
Series A Preferred Stock    
Stockholders' Equity    
Preferred stock 100 73
Series B Convertible Preferred Stock    
Stockholders' Equity    
Preferred stock
Series C Preferred Stock    
Stockholders' Equity    
Preferred stock
Series D Preferred Stock    
Stockholders' Equity    
Preferred stock
v3.25.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Sep. 30, 2025
Dec. 31, 2024
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized 20,000,000 20,000,000
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized 500,000,000 500,000,000
Common stock, shares issued 42,636,858 33,100,207
Common stock, shares outstanding 42,614,936 33,083,812
Treasury stock, shares 21,922 16,395
Series A Preferred Stock    
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, shares issued 1,000,000 730,000
Preferred stock, shares outstanding 1,000,000 730,000
Series B Convertible Preferred Stock    
Preferred stock, shares authorized 31,000 31,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Series C Preferred Stock    
Preferred stock, shares authorized 400 400
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Series D Preferred Stock    
Preferred stock, shares authorized 650 650
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
v3.25.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS        
Revenue $ 6,884,840 $ 3,185,778 $ 13,306,443 $ 7,366,887
Cost of revenue 6,255,960 928,326 11,757,508 4,026,018
Gross Profit 628,880 2,257,452 1,548,935 3,340,869
Operating Expenses        
Research and development 2,323,010 1,232,333 7,209,664 3,492,144
Selling, general, and administrative 6,263,803 2,735,419 19,836,875 11,542,820
Credit losses on accounts receivable 780,643   780,643  
Impairment of equipment deposits     1,355,174  
Total Operating Expenses 9,367,456 3,967,752 29,182,356 15,034,964
Loss From Operations (8,738,576) (1,710,300) (27,633,421) (11,694,095)
Other Income (Expense)        
Change in fair value of digital assets 6,837,563   14,456,623  
Impairment of equity investment (3,325,045)   (3,325,045)  
Credit loss on convertible loan receivable (1,832,690)   (1,832,690)  
Interest income 130,408   467,807  
Change in fair value of accrued issuable equity 89,815 13,437 409,091 (2,302)
Interest expense (135,390) (28,888) (147,911) (195,124)
Amortization of debt discount   (278,013) (82,878) (980,289)
Gain (loss) on debt extinguishment, net     50,000 (31,358)
Total Other Income (Expense), net 1,764,661 (293,464) 9,994,997 (1,209,073)
Net Loss $ (6,973,915) $ (2,003,764) $ (17,638,424) $ (12,903,168)
Net Loss Per Share        
Net Loss Per Share - Basic (in dollars per share) $ (0.17) $ (0.08) $ (0.47) $ (0.6)
Net Loss Per Share - Diluted (in dollars per share) $ (0.17) $ (0.08) $ (0.47) $ (0.6)
Weighted Average Number of Common Shares Outstanding        
Weighted Average Number of Common Shares Outstanding - Basic (in shares) 41,137,530 24,312,500 37,800,133 21,669,235
Weighted Average Number of Common Shares Outstanding - Diluted (in shares) 41,137,530 24,312,500 37,800,133 21,669,235
v3.25.3
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)
Series A Preferred Stock
Convertible Preferred Stock
Common Stock
Additional Paid-In Capital
Restricted common stock
Additional Paid-In Capital
Stock options
Additional Paid-In Capital
Treasury Stock
Accumulated Deficit
Restricted common stock
Stock options
Total
Balance at beginning at Dec. 31, 2023   $ 1,675     $ 64,399,445 $ (296,222) $ (66,287,594)     $ (2,182,696)
Balance at beginning (in shares) at Dec. 31, 2023   16,753,959                
Treasury stock beginning (in shares) at Dec. 31, 2023           16,396        
Preferred stock issued for no consideration $ 73       (73)          
Preferred stock issued for no consideration (in shares) 730,000                  
Common stock issued for the repayment of prepaid advance liability and related interest accrual pursuant to Advance Notices [1]   $ 273     6,054,557         6,054,830
Common stock issued for the repayment of prepaid advance liability and related interest accrual pursuant to Advance Notices ( in shares) [1]   2,724,854                
Common stock issued for cash pursuant to Advance Notices [2]   $ 240     2,906,173         2,906,413
Common stock issued for cash pursuant to Advance Notices (in shares) [2]   2,403,544                
Common stock issued for services         6,390         6,390
Common stock issued for services (in shares)   4,438                
Common stock issued upon vesting of restricted stock units   $ 5     (5)          
Common stock issued upon vesting of restricted stock units (in shares)   48,079                
Restricted stock awards exchanged for restricted stock units   $ (27)     27          
Restricted stock awards exchanged for restricted stock units (in shares)   (271,064)                
Amortization     $ 781,496 $ 32,041       $ 781,496 $ 32,041  
Net Income (Loss)             (5,008,876)     (5,008,876)
Balance at ending at Mar. 31, 2024 $ 73 $ 2,166     74,180,051 $ (296,222) (71,296,470)     2,589,598
Balance at ending (in shares) at Mar. 31, 2024 730,000 21,663,810                
Treasury stock, Ending (in shares) at Mar. 31, 2024           16,396        
Balance at beginning at Dec. 31, 2023   $ 1,675     64,399,445 $ (296,222) (66,287,594)     $ (2,182,696)
Balance at beginning (in shares) at Dec. 31, 2023   16,753,959                
Treasury stock beginning (in shares) at Dec. 31, 2023           16,396        
Common stock issued upon the exercise of options (in shares)                   0
Net Income (Loss)                   $ (12,903,168)
Balance at ending at Sep. 30, 2024 $ 73 $ 2,516     84,658,422 $ (296,222) (79,190,762)     5,174,027
Balance at ending (in shares) at Sep. 30, 2024 730,000 25,164,239                
Treasury stock, Ending (in shares) at Sep. 30, 2024           16,396        
Balance at beginning at Dec. 31, 2023   $ 1,675     64,399,445 $ (296,222) (66,287,594)     (2,182,696)
Balance at beginning (in shares) at Dec. 31, 2023   16,753,959                
Treasury stock beginning (in shares) at Dec. 31, 2023           16,396        
Balance at ending at Dec. 31, 2024 $ 73 $ 3,310     141,532,047 $ (296,222) (83,811,223)     $ 57,427,985
Balance at ending (in shares) at Dec. 31, 2024 730,000 33,100,207                
Treasury stock, Ending (in shares) at Dec. 31, 2024           16,395       16,395
Balance at beginning at Mar. 31, 2024 $ 73 $ 2,166     74,180,051 $ (296,222) (71,296,470)     $ 2,589,598
Balance at beginning (in shares) at Mar. 31, 2024 730,000 21,663,810                
Treasury stock beginning (in shares) at Mar. 31, 2024           16,396        
Warrants issued in connection with notes payable         112,863         112,863
Common stock issued for cash pursuant to Advance Notices [3]   $ 183     6,141,324         6,141,507
Common stock issued for cash pursuant to Advance Notices (in shares) [3]   1,829,037                
Common stock issued for services   $ 1     38,149         38,150
Common stock issued for services (in shares)   9,269                
Common stock issued upon vesting of restricted stock units   $ 1     (1)          
Common stock issued upon vesting of restricted stock units (in shares)   8,750                
Amortization     814,338 29,165       814,338 29,165  
Net Income (Loss)             (5,890,528)     (5,890,528)
Balance at ending at Jun. 30, 2024 $ 73 $ 2,351     81,315,889 $ (296,222) (77,186,998)     3,835,093
Balance at ending (in shares) at Jun. 30, 2024 730,000 23,510,866                
Treasury stock, Ending (in shares) at Jun. 30, 2024           16,396        
Common stock issued for at the market offering [4]   $ 160     3,294,299         3,294,459
Common stock issued for at the market offering (in shares) [4]   1,602,810                
Common stock issued for services   $ 3     60,417         60,420
Common stock issued for services (in shares)   30,250                
Common stock issued upon vesting of restricted stock units   $ 2     (2)          
Common stock issued upon vesting of restricted stock units (in shares)   20,313                
Amortization     (21,592) 9,411       (21,592) 9,411  
Net Income (Loss)             (2,003,764)     (2,003,764)
Balance at ending at Sep. 30, 2024 $ 73 $ 2,516     84,658,422 $ (296,222) (79,190,762)     5,174,027
Balance at ending (in shares) at Sep. 30, 2024 730,000 25,164,239                
Treasury stock, Ending (in shares) at Sep. 30, 2024           16,396        
Balance at beginning at Dec. 31, 2024 $ 73 $ 3,310     141,532,047 $ (296,222) (83,811,223)     $ 57,427,985
Balance at beginning (in shares) at Dec. 31, 2024 730,000 33,100,207                
Treasury stock beginning (in shares) at Dec. 31, 2024           16,395       16,395
Preferred stock issued for no consideration $ 27       (27)          
Preferred stock issued for no consideration (in shares) 270,000                  
Shares returned to treasury for employee payroll tax obligations           $ (63,332)       $ (63,332)
Shares returned to treasury for employee payroll tax obligations (in shares)           3,442        
Common stock issued upon the exercise of options         7,565         7,565
Common stock issued upon the exercise of options (in shares)   1,063                
Common stock issued for at the market offering [5]   $ 243     49,642,687         49,642,930
Common stock issued for at the market offering (in shares) [5]   2,425,959                
Shares withheld for employee payroll tax obligations   $ (1)     (145,790)         (145,791)
Shares withheld for employee payroll tax obligations (in shares)   (12,483)                
Common stock issued for services   $ 1     82,039         82,040
Common stock issued for services (in shares)   7,625                
Common stock issued upon vesting of restricted stock units   $ 6     (6)          
Common stock issued upon vesting of restricted stock units (in shares)   62,610                
Amortization     1,518,895 15,604       1,518,895 15,604  
Net Income (Loss)             (18,806,658)     (18,806,658)
Balance at ending at Mar. 31, 2025 $ 100 $ 3,559     192,653,014 $ (359,554) (102,617,881)     89,679,238
Balance at ending (in shares) at Mar. 31, 2025 1,000,000 35,584,981                
Treasury stock, Ending (in shares) at Mar. 31, 2025           19,837        
Balance at beginning at Dec. 31, 2024 $ 73 $ 3,310     141,532,047 $ (296,222) (83,811,223)     $ 57,427,985
Balance at beginning (in shares) at Dec. 31, 2024 730,000 33,100,207                
Treasury stock beginning (in shares) at Dec. 31, 2024           16,395       16,395
Shares returned to treasury for employee payroll tax obligations                   $ (97,522)
Shares returned to treasury for employee payroll tax obligations (in shares)                   5,527
Common stock issued upon the exercise of options                   $ 10,815
Common stock issued upon the exercise of options (in shares)                   1,688
Net Income (Loss)                   $ (17,638,424)
Balance at ending at Sep. 30, 2025 $ 100 $ 4,264     249,796,653 $ (393,744) (101,449,647)     $ 147,957,626
Balance at ending (in shares) at Sep. 30, 2025 1,000,000 42,636,858                
Treasury stock, Ending (in shares) at Sep. 30, 2025           21,922       21,922
Balance at beginning at Mar. 31, 2025 $ 100 $ 3,559     192,653,014 $ (359,554) (102,617,881)     $ 89,679,238
Balance at beginning (in shares) at Mar. 31, 2025 1,000,000 35,584,981                
Treasury stock beginning (in shares) at Mar. 31, 2025           19,837        
Shares returned to treasury for employee payroll tax obligations           $ (34,190)       (34,190)
Shares returned to treasury for employee payroll tax obligations (in shares)           2,085        
Common stock issued upon the exercise of options         3,250         3,250
Common stock issued upon the exercise of options (in shares)   625                
Common stock issued for at the market offering [6]   $ 383     37,249,626         37,250,009
Common stock issued for at the market offering (in shares) [6]   3,832,456                
Shares withheld for employee payroll tax obligations   $ (1)     (114,548)         (114,549)
Shares withheld for employee payroll tax obligations (in shares)   (11,625)                
Common stock issued for services         13,530         13,530
Common stock issued for services (in shares)   1,375                
Common stock issued upon vesting of restricted stock units   $ 7     (7)          
Common stock issued upon vesting of restricted stock units (in shares)   67,341                
Amortization     1,498,937 11,342       1,498,937 11,342  
Effect of reverse stock split   61                
Net Income (Loss)             8,142,149     8,142,149
Balance at ending at Jun. 30, 2025 $ 100 $ 3,948     231,315,144 $ (393,744) (94,475,732)     136,449,716
Balance at ending (in shares) at Jun. 30, 2025 1,000,000 39,475,214                
Treasury stock, Ending (in shares) at Jun. 30, 2025           21,922        
Common stock issued for at the market offering [7]   $ 316     17,324,854         17,325,170
Common stock issued for at the market offering (in shares) [7]   3,161,922                
Shares withheld for employee payroll tax obligations   $ (1)     (71,833)         (71,834)
Shares withheld for employee payroll tax obligations (in shares)   (11,527)                
Common stock issued for services   $ 1     (1)          
Common stock issued upon vesting of restricted stock units (in shares)   11,249                
Amortization     $ 1,217,942 $ 10,547       $ 1,217,942 $ 10,547  
Net Income (Loss)             (6,973,915)     (6,973,915)
Balance at ending at Sep. 30, 2025 $ 100 $ 4,264     $ 249,796,653 $ (393,744) $ (101,449,647)     $ 147,957,626
Balance at ending (in shares) at Sep. 30, 2025 1,000,000 42,636,858                
Treasury stock, Ending (in shares) at Sep. 30, 2025           21,922       21,922
[1] (1) Represents gross proceeds of $6,068,407, less issuance costs of $13,577.
[2] (2) Represents gross proceeds of $2,910,651, less issuance costs of $4,238.
[3] (3) Represents gross proceeds of $6,194,299, less issuance costs of $52,792.
[4] (4) Represents gross proceeds of $3,431,090, less issuance costs of $136,631.
[5] (1) Represents gross proceeds of $51,152,353, less issuance costs of $1,509,423.
[6] (2) Represents gross proceeds of $38,331,721, less issuance costs of $1,081,712.
[7] (3) Represents gross proceeds of $17,827,544, less issuance costs of $502,374.
v3.25.3
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($)
 3 Months Ended
Sep. 30, 2025
Jun. 30, 2025
Mar. 31, 2025
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Proceeds from issuance of common stock for repayment of prepaid advance           $ 6,068,407
SEPA            
Proceeds from common stock issued for cash pursuant to advance Notices         $ 6,194,299 2,910,651
Issuance costs         $ 52,792 4,238
Common Stock            
Issuance costs           $ 13,577
ATM            
Proceeds from common stock issued for cash pursuant to advance Notices $ 17,827,544 $ 38,331,721 $ 51,152,353 $ 3,431,090    
Issuance costs $ 502,374 $ 1,081,712 $ 1,509,423 $ 136,631    
v3.25.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2025
Mar. 31, 2025
Sep. 30, 2024
Mar. 31, 2024
Sep. 30, 2025
Sep. 30, 2024
Dec. 31, 2024
Cash Flows From Operating Activities:              
Net Income (Loss) $ (6,973,915) $ (18,806,658) $ (2,003,764) $ (5,008,876) $ (17,638,424) $ (12,903,168)  
Adjustments to reconcile net loss to net cash used in operating activities:              
Amortization of debt discount     278,013   82,878 980,289  
Non-cash operating lease expense         432,146 331,551  
(Gain) loss on debt extinguishment         (50,000) 31,358  
Depreciation and amortization expense         920,694 1,538,698  
Credit losses on accounts receivable 780,643       780,643    
Impairment of equity investment 3,325,045       3,325,045    
Credit loss on convertible loan receivable 1,832,690       1,832,690    
Impairment of equipment deposits         1,355,174    
Change in fair value of accrued issuable equity (89,815)   (13,437)   (409,091) 2,302  
Change in fair value of digital assets (6,837,563)       (14,456,623)    
Stock-based compensation         4,510,241 1,811,156  
Mining of digital assets         (6,085,452)    
Loss on disposal of property and equipment           26,490  
Changes in operating assets and liabilities:              
Accounts receivable billed         (807,394) (2,147,542)  
Accounts receivable unbilled         (1,009,680)    
Inventory         (239,142) 542,792  
Inventory deposits         (457,892) 6,575  
Prepaid expenses and other current assets         (1,641,699) 27,833  
Security deposits           (88,143)  
Accounts payable         (823,429) (1,748,580)  
Accrued expenses and other current liabilities         (233,463) (155,969)  
Operating lease liabilities         (415,482) (236,207)  
Deferred revenue         (11,279) (518,253)  
Total Adjustments         (13,401,115) 404,350  
Net Cash Used In Operating Activities         (31,039,539) (12,498,818)  
Cash Flows From Investing Activities:              
Loan receivable         (1,832,690)    
Equity investments         (3,325,045)    
Equipment deposits         (59,763) (22,738)  
Purchases of property and equipment         (581,702) (188,267)  
Purchases of digital assets         (79,700,002)    
Net Cash Used In Investing Activities         (85,499,202) (211,005)  
Cash Flows from Financing Activities:              
Proceeds from ATM equity financing         107,311,618 3,431,090  
Issuance costs on ATM equity financing [1]         (2,685,424) (103,718)  
Proceeds from the SEPA           9,104,950  
Proceeds from exercise of stock options         10,815    
Proceeds from notes payable [2]           2,730,000  
Issuance costs on notes payable           (166,100)  
Repayments of notes payable         (577,674) (2,439,855)  
Proceeds from loan payable         8,000,000    
Repayments of loan payable         (4,200,000)    
Payments for deferred financing costs         (562,016) (128,041)  
Repayment of finance lease liability         (1,840) (850)  
Net Cash Provided By Financing Activities         107,295,479 12,427,476  
Net Decrease In Cash         (9,243,262) (282,347)  
Cash - Beginning of Period   $ 29,831,858   $ 1,194,764 29,831,858 1,194,764 $ 1,194,764
Cash - End of Period $ 20,588,596   $ 912,417   20,588,596 912,417 $ 29,831,858
Cash paid during the period for:              
Interest         110,432 17,505  
Non-cash investing and financing activities:              
Right-of-use asset for lease liability         691,852 1,534,902  
Deferred financing costs charged to additional paid-in capital         408,085 89,943  
Shares withheld for employee payroll tax obligations         332,174    
Shares returned to treasury for employee payroll tax obligations         97,522    
Common stock issued in satisfaction of accrued issuable equity         69,500 26,400  
Accounts payable and accrued expenses for property and equipment purchases         16,604 36,483  
Preferred shares issued for no consideration         27 73  
Common shares issued for restricted stock units vested         $ 14 8  
Restricted stock awards converted to restricted stock units           28  
Original issue discount on indebtedness           929,200  
Deferred financing costs included in accounts payable           123,068  
Additions to property and equipment included in note payable           42,788  
Common stock issued pursuant to Advance Notices in satisfaction of prepaid advance liability and interest           6,054,830  
Right-of-use asset for finance lease liability           7,768  
Value of warrants issued in connection with notes payable           $ 112,863  
[1] (1) Excludes $408,085 and $32,913 of deferred financing costs for 2025 and 2024, respectively.
[2] (2) Face value of $3,659,200, less $929,200 original issue discount.
v3.25.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($)
 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Amortization of issuance costs $ 408,085 $ 32,913
Promissory Note    
Face value 3,659,200  
Original issuance discount $ 929,200  
v3.25.3
ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION
 9 Months Ended
Sep. 30, 2025
ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION  
ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION

NOTE 1 – ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Organization and Operations

KULR Technology Group, Inc., through its wholly-owned subsidiary, KULR Technology Corporation (collectively referred to as “KULR” or the “Company”), is a Bitcoin+ Treasury company that builds a portfolio of frontier technology businesses ranging from high-performance energy systems to AI Robotics. KULR delivers cutting-edge energy storage solutions for space, aerospace, and defense by leveraging a foundation of in-house battery design expertise, comprehensive cell and battery testing suite, and battery fabrication and production capabilities. The Company’s offering allows delivery of commercial-off-the-shelf and custom next-generation energy storage systems in rapid timelines for a fraction of the cost compared to traditional programs. Since late 2024, KULR has included bitcoin as a primary asset in its treasury program and committed to allocating up to 90% of its excess cash to the acquisition of bitcoin.

Reverse Stock Split

On June 23, 2025, the Company effected a reverse stock split wherein each 8 shares of common stock outstanding immediately prior to the effective date was combined and converted into one share of common stock (the “Reverse Stock Split”).

All share and per share amounts in this Quarterly Report have been adjusted to reflect the effect of the Reverse Stock Split as if the Reverse Stock Split occurred as of the earliest period presented.

Risks and Uncertainties

The Company operates in a dynamic and highly competitive industry and believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial position, results of operations, or cash flows: ability to obtain future financing; advances and trends in new technologies and industry standards; regulatory approval and market acceptance of the Company’s products; development of sales channels; certain strategic relationships; litigation or claims against the Company based on intellectual property, patent, product, regulatory, or other factors; and the Company’s ability to attract and retain employees necessary to support its growth.

The “Tariff War”, especially with European Union, China, Canada and Mexico, could have an adverse effect on the Company’s supply chain potentially causing financial difficulty for the Company’s direct or indirect customers and reduced demand of the Company’s products. A continuation of these conflicts could have adverse changes in international trade policies and relations. Tariffs could increase the cost of the Company’s products and the components that go into making them. These increased costs could adversely impact the gross margin that the Company earns on its products. Tariffs could also make the Company’s products more expensive for customers, which could make the Company’s products less competitive and reduce consumer demand. Changing the Company’s operations in accordance with new or changed trade restrictions can be expensive, time-consuming and disruptive to the Company’s operations.

In addition, the Company has invested in Bitcoin, which is a digital asset. Digital assets are loosely regulated and there is no central marketplace for asset exchange. Supply is determined by a computer code, not by a central bank, and prices have been extremely volatile. Certain digital asset exchanges have been closed due to fraud, failure or security breaches. Any of the Company’s digital assets that reside on an exchange that shuts down may be lost. Several factors may affect the price of digital assets, including, but not limited to: supply and demand, investors’ expectations with respect to the rate of inflation, interest rates, currency exchange rates or future regulatory measures (if any) that restrict the trading of digital assets, and the use of digital assets as a form of payment. There is no assurance that digital assets will maintain their long-term value in terms of purchasing power in the future, or that acceptance of digital asset payments by mainstream retail merchants and commercial businesses will continue to grow.

As digital assets have grown in popularity and market size, various countries and jurisdictions have begun to develop regulations governing the digital asset industry. To the extent future regulatory actions or policies limit the ability to exchange digital assets or utilize them for payments, the demand for digital assets could be reduced. Furthermore, regulatory actions may limit the ability of end-users to convert digital assets into fiat currency (e.g., U.S. dollars) or use digital assets to pay for goods and services. Such regulatory actions or policies could result in a reduction of demand, and in turn, a decline in the underlying digital asset unit prices.

The effect of any future regulatory change on digital assets in general is impossible to predict, but such change could be substantial and adverse to the Company and the value of the Company’s investments in digital assets.

Digital assets are not insured or protected under the Federal Deposit Insurance Corporation (“FDIC”) or the Securities Investor Protection Company (“SIPC”). Accordingly, with respect to its Bitcoin investment, the Company does not enjoy the same protection as other assets covered by the FDIC or SIPC.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of September 30, 2025, and for the three and nine months ended September 30, 2025 and 2024. The results of operations for the three and nine months ended September 30, 2025, are not necessarily indicative of the operating results for the full year ending December 31, 2025, or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and related disclosures as of December 31, 2024 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) on Form 10-K on March 31, 2025. The accompanying condensed consolidated balance sheet as of December 31, 2024, has been derived from the audited financial statements included in the Form 10-K.
v3.25.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 9 Months Ended
Sep. 30, 2025
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Since the date of the Annual Report on Form 10-K for the year ended December 31, 2024, there have been no material changes to the Company’s significant accounting policies, except as disclosed in this note.

Use of Estimates

Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The Company’s significant estimates used in these unaudited condensed consolidated financial statements include, but are not limited to, valuation of intangible assets, digital assets, investments, property, plant and equipment, equity securities, stock-based compensation, deferred revenue, loan receivable and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consisted primarily of cash, digital assets and accounts receivable. The Company’s concentrations of credit risk also include concentrations from key customers and vendors.

Cash Concentrations

A significant portion of the Company’s cash is held at one major financial institution. The Company has not experienced any losses in such accounts. Cash held in US bank institutions is currently insured by the FDIC up to $250,000 at each institution. There were uninsured balances of $20,088,596 and $29,331,858 as of September 30, 2025 and December 31, 2024, respectively.

Customer and Revenue Concentrations

The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue

​

Accounts Receivable

 

​

​

For the Three Months Ended

​

For the Nine Months Ended

​

As of

​

As of

 

​

​

September 30, 

​

September 30, 

​

September 30, 

    

December 31, 

 

​

    

2025

    

2024

    

2025

    

2024

    

2025

​

2024

 

Customer A

 

69

%

*

​

48

%

*

​

*

​

*

​

Customer B

 

*

​

32

%

*

​

*

​

21

%

*

​

Customer C

 

*

​

*

​

*

​

14

%

*

​

25

%

Customer D

​

*

​

*

​

*

​

13

%

*

​

*

​

Customer E

​

*

​

21

%

*

​

*

​

*

​

*

​

Customer F

​

*

​

*

​

*

​

10

%

*

​

*

​

Customer G

​

*

​

*

​

*

​

*

​

27

%

*

​

Customer H

 

*

​

*

​

*

​

*

​

27

%

41

%

Customer I

​

*

​

*

​

*

​

*

​

*

​

16

%

Total

 

69

%

53

%

48

%

37

%

75

%

82

%

*

Less than 10%

​

There is no assurance the Company will continue to receive significant revenue from any of these customers. Any reduction or delay in operating activity from any of the Company’s significant customers, or a delay or default in payment by any significant customer, or termination of agreements with significant customers, could materially harm the Company’s business and prospects. As a result of the Company’s significant customer concentrations, its gross profit and results from operations could fluctuate significantly due to changes in political, environmental, or economic conditions, or the loss of, reduction of business from, or less favorable terms with any of the Company’s significant customers.

Custody of Digital Assets

The Company currently holds and intends to continue to hold all of its digital assets in a custodial account at a U.S. based, institutional-grade custodian that has demonstrated records of regulatory compliance and information security. The custodian may also serve as a liquidity provider.

If the Company’s custodially-held digital assets were considered to be the property of the custodian’s estate in the event that the custodian were to enter bankruptcy, receivership or similar insolvency proceedings, the Company could be treated as a general unsecured creditor of the custodian, inhibiting the Company’s ability to exercise ownership rights with respect to such digital assets and this may ultimately result in the loss of the value related to some or all of such digital assets.

Additionally, the digital assets the Company holds with our custodian and transacts with our trade execution partners do not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the FDIC or the SIPC.

Vendor Concentrations

The Company purchases inventory from vendors who individually represented 10% or more of the Company’s total purchases of inventory, as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended

 

For the Nine Months Ended

​

​

    

September 30, 

 

September 30, 

​

​

    

2025

    

2024

    

2025

    

2024

​

Vendor A

 

45

%

*

​

14

%

*

​

Vendor B

 

*

​

*

​

12

%

*

​

Vendor C

​

*

​

*

​

*

​

12

%

​

 

45

%

0

%

26

%

12

%

*Less than 10%

Accounts Receivable

Accounts receivable are carried at their contractual amounts, less an estimate for credit losses. During the three and nine months ended September 30, 2025, credit losses of $780,643 related to receivables from one customer were recorded (see Note 5 – Investments, Impairment and Credit Losses for further details). As of December 31, 2024, no allowances for credit losses were determined to be necessary. Management estimates the allowance for credit losses based on historical credit loss experience, existing economic conditions, the financial conditions of the customers, and the amount and age of past due accounts. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for bad debts only after all collection attempts have been exhausted.

Digital Assets

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), which provides an update to existing digital asset guidance and requires an entity to measure certain digital assets at fair value. In addition, this guidance requires disclosures related to digital assets once it is adopted. The Company adopted ASU 2023-08 as of January 1, 2024.

The Company reflects digital assets held at fair value on the condensed consolidated balance sheets and condensed consolidated statements of cash flows, the activity from the remeasurement of digital assets at fair value on the condensed consolidated statements of operations, and the required expanded disclosures in Note 3, Digital Assets. There was no cumulative effect adjustment to the Company’s retained earnings balance as a result of the adoption of ASU 2023-08.

Digital assets are generally valued using prices as reported on reputable and liquid exchanges and may involve using an average of bid and ask quotes using closing prices provided by such exchanges as of the date and time of determination. Since the digital assets are traded on a 24-hour period, the Company uses the price at 4:00pm Eastern Standard Time (“EST”) to value its digital assets.

Equity Investment

The Company holds an investment in non-marketable equity securities of a company that does not have a readily available fair value. The investment is measured under the measurement alternative provided in Accounting Standards Codification (“ASC”) 321 on the Company’s condensed consolidated balance sheets. Under the measurement alternative method, the equity investment is carried at cost less impairment losses, adjusted for price changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

The Company performs a qualitative assessment at each reporting period considering impairment indicators to evaluate whether the fair value of the investment is less than its carrying amount. If the qualitative assessment indicates that an investment is impaired, a loss is recorded equal to the difference between the fair value and carrying value of the investment.

As of September 30, 2025 the Company valued this investment at zero and recorded an impairment expense of $3,325,045 (see Note 5 – Investments, Impairment and Credit Losses for further details).

Mining of Digital Assets

The Company leases digital asset mining equipment, which provides hash calculations to a mining pool operator. The Company derives a portion of its revenue from its digital asset mining activities by providing hash calculations as part of transaction verification services within the digital currency networks of cryptocurrencies, such as bitcoin, commonly termed “cryptocurrency mining.” In consideration for these services, the Company receives digital awards which are recorded as revenue, based on the daily amount of bitcoin earned. The Company’s digital assets are recorded on the balance sheet at their fair value according to the Company’s accounting practices for digital assets. Unrealized gains or losses on the remeasurement of digital assets mined are recorded in the statement of operations. Lease costs associated with the digital asset mining operation are recorded as cost of revenue.

Inventory

The Company capitalizes inventory costs associated with products when future commercialization is considered probable, and a future economic benefit is expected to be realized. These costs consist of finished goods, raw materials, manufacturing-related costs, transportation and freight, and other indirect overhead costs.

Inventory is comprised of carbon fiber velvet thermal interface solutions and internal short circuit batteries, which are available for sale, exoskeleton devices, as well as raw materials and work in process related primarily to the manufacture of safe cases. Safe cases provide a safe and cost-effective solution to commercially store and transport lithium batteries and mitigate the impacts of cell-to-cell thermal runway propagation. Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. The cost of inventory that is sold to third parties is included within cost of sales. The Company periodically reviews for slow-moving, excess or obsolete inventories. Products that are determined to be obsolete, if any, are written down to net realizable value. On occasion, the Company pays for inventory prior to receiving the goods. These payments are recorded as inventory deposits until the goods are received and these costs are included in the current asset section of the condensed consolidated balance sheet.

Inventory at September 30, 2025 and December 31, 2024 was comprised of the following:

​

​

​

​

​

​

​

​

​

    

September 30, 

    

December 31, 

​

​

2025

​

2024

Raw materials

​

$

484,005

​

$

363,224

Finished goods

​

 

300,604

​

 

182,243

Total inventory

​

$

784,609

​

$

545,467

​

As of September 30, 2025 and December 31, 2024, inventory deposits were $457,892 and $0, respectively, which consists of inventory purchases of goods that were paid for but not received as of period end.

Finished goods inventory is held on-site at the San Diego, California and Webster, Texas locations. Certain raw materials are held off-site with certain contract manufacturers.

Fair Value Measurements

The Company measures the fair value of financial assets and liabilities based on the guidance of Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)

The carrying amounts of the Company’s financial assets and financial liabilities, such as cash, accounts receivable, loan receivable, accounts payable, accrued expenses and other current liabilities, notes payable and loan payable approximate fair values due to the short-term nature of these instruments.

The carrying amount of the Company’s digital assets are recorded at fair value in accordance with ASC 820, Fair Value Measurement (“ASC 820”), based on quoted prices on the active exchange(s) that the Company has determined is the principal market for such assets (Level I inputs). The cost basis of digital assets is determined using the specific identification of each unit received. Realized and unrealized gains and losses are recorded to other (expense) income, net in our condensed consolidated statement of operations.

The Company accounts for its equity investments under the measurement alternative provided in ASC 321, whereby the equity investment is initially recorded at cost, (including transaction costs), and is subsequently remeasured at fair value in accordance with the provisions on ASC 820 when it is impaired, or when the Company identifies observable price changes in orderly transactions for the identical or similar investment of the same issuer.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation.

The following five steps are applied to achieve that core principle:

●Step 1: Identify the contract with the customer;
●Step 2: Identify the performance obligations in the contract;
●Step 3: Determine the transaction price;
●Step 4: Allocate the transaction price to the performance obligations in the contract; and
●Step 5: Recognize revenue when the company satisfies a performance obligation.

For sales contracts with terms of more than one year, the Company recognizes any significant financing component as revenue over the contractual period using the effective interest method, and the associated interest income is reflected accordingly on the condensed consolidated statements of operations and included in other income.

Principal versus Agent Considerations

The Company evaluates its role under ASC 606 to determine whether it acts as a principal or agent where third-party sellers fulfill or ship orders to customers. The Company recognizes revenue on a gross or net basis depending on whether it acts as a principal or an agent in the transaction. The determination is based on an evaluation of whether the Company controls the specified good or service before it is transferred to the customer.

During the three and nine months ended September 30, 2025 and 2024, the Company recognized revenue primarily from the following different types of contracts:

●Product sales – Revenue is recognized at the point in time the customer obtains control of the goods and the Company satisfies its performance obligation, which is generally at the time it ships the product to the customer. For certain product sales contracts, the Company acts as an agent and revenue in connection with these contracts is presented net of the related costs. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service before transfer to the customer. When the Company concludes that it controls the good or service before transfer to the customer, the Company is considered a principal in the transaction and records revenue on a gross basis. When the Company concludes that it does not control the good or service before transfer to the customer but arranges for another entity to provide the good or service, the Company acts as an agent and records revenue on a net basis in the amount it earns for its agent service.
●Contract services – Revenue is recognized pursuant to the terms of each individual contract when the Company satisfies the respective performance obligations, which could be recognized at a point in time or over the term of the contract. Contract services revenue that is recognized over time may be recognized using the input method, based on labor hours expended, or using the output method based on milestones achieved, depending on the contract.
●Mining of digital assets – The Company has entered into lease agreements with a digital assets mining services company to operate digital asset mining machines on behalf of the Company and provide mining pool operating and hosting services. Pursuant to these agreements, the Company provides computing power to the mining pool operator. The Company is entitled to digital asset awards once it begins to perform hash calculations for the pool operator in accordance with the operator’s specifications. The Company’s fractional share is based on the total blocks expected to be generated on the Bitcoin network for the daily 24-hour period. Revenue from digital assets is considered non-cash consideration.
●Grant revenue - The Company has determined that government grant revenue does not fall under the Financial Accounting Standards Board (“FASB”) ASC 606. Under the grant contract, the State of Texas receives no direct benefit from the product development, and therefore does not meet the definition of a customer pursuant to ASC 606. As there is no authoritative guidance under U.S. GAAP on accounting for grants to for-profit business entities, the Company has applied the guidance in ASC 958 Not-for-Profit Entities by analogy. Further, the Texas Grant is considered a conditional contribution because the Texas Grant can only be used to reimburse allowable expenses. The grant is for the research and development of cold-temperature lithium-ion battery solutions for the next generation of Lunar and Martian missions which is part of the Company’s ongoing major or central activities. As such, the grant is considered revenue, which is only recognized when qualifying costs are incurred and it is reasonably assured that the conditions will be met. Grant revenue during the three and nine months ended September 30, 2025, was $501,032, for the reimbursement of equipment purchases totaling $255,728, and R&D expenses totaling $245,304.

The following table summarizes the Company’s revenue recognized in its condensed consolidated statements of operations:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended

​

For the Nine Months Ended

​

​

September 30, 

​

September 30, 

​

    

2025

    

2024

    

2025

    

2024

Revenue Recognized at a Point in Time:

​

​

​

​

​

​

​

​

​

​

​

​

Product sales

​

$

1,624,929

​

$

765,201

​

$

4,763,554

​

$

2,515,063

Contract services

​

​

362,276

​

​

1,149,667

​

​

1,783,273

​

​

2,851,374

IP license

​

​

—

​

​

1,028,767

​

​

—

​

​

1,028,767

Grant revenue

​

​

501,032

​

​

—

​

​

501,032

​

​

—

Total

​

​

2,488,237

​

​

2,943,635

​

​

7,047,859

​

​

6,395,204

Revenue Recognized Over Time:

​

​

​

​

​

​

​

​

​

​

​

​

Mining of digital assets

​

​

4,396,603

​

​

—

​

​

6,085,452

​

​

—

Contract services

​

 

—

​

 

242,143

​

 

173,132

​

 

971,683

Total Revenue

​

$

6,884,840

​

$

3,185,778

​

$

13,306,443

​

$

7,366,887

​

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and deferred revenues (contract liabilities) on the condensed consolidated balance sheet. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, we sometimes receive advances or deposits from our customers resulting in contract liabilities. As of September 30, 2025, the Company had billed accounts receivable of $2,956,726 and unbilled accounts receivable of $1,670,352. As of December 31, 2024, the Company had billed accounts receivable of $3,431,007 and unbilled accounts receivable of $660,672. Deferred revenues were $21,489 and $32,768 as of September 30, 2025 and December 31, 2024, respectively.

Net Loss Per Share of Common Stock

Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of vested shares of common stock outstanding during the period. Diluted net loss per share of common stock is computed by dividing net loss by the weighted average number of common and dilutive common-equivalent shares outstanding during each period.

​

The following table presents the computation of basic and diluted net loss per share of common stock:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

For the Three Months Ended

    

For the Nine Months Ended

​

​

September 30, 

​

September 30, 

​

​

2025

    

2024

​

2025

    

2024

Numerator:

 

​

  

    

​

  

 

​

  

    

​

  

Net loss

​

$

(6,973,915)

​

$

(2,003,764)

​

$

(17,638,424)

​

$

(12,903,168)

​

​

​

​

​

​

​

​

​

​

​

​

​

Denominator (weighted average quantities):

​

 

​

​

 

​

​

 

​

​

 

​

Common shares issued

​

 

41,056,406

​

 

24,262,880

​

 

37,721,144

​

 

21,665,808

Less: Treasury shares purchased

​

 

(21,922)

​

 

(16,395)

​

 

(21,323)

​

 

(16,395)

Less: Unvested restricted stock awards

​

​

(7,812)

​

​

(53,397)

​

​

(8,402)

​

​

(91,067)

Add: Accrued issuable equity

​

​

17,108

​

​

25,662

​

​

14,964

​

​

17,139

Add: Vested unissued restricted stock units

​

​

93,750

​

​

93,750

​

​

93,750

​

​

93,750

Denominator for basic and diluted net loss per share

​

​

41,137,530

​

​

24,312,500

​

​

37,800,133

​

​

21,669,235

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted net loss per common share

​

$

(0.17)

​

$

(0.08)

​

$

(0.47)

​

$

(0.60)

​

The following shares were excluded from the calculation of weighted average dilutive shares of common stock for the three and nine months ended September 30, 2025 and for the three and nine months ended September 30, 2024 because their inclusion would have been anti-dilutive:

​

​

​

​

​

​

​

    

For the Three and Nine

    

For the Three and Nine

​

​

Months Ended

​

Months Ended

​

​

September 30, 2025

​

September 30, 2024

Unvested restricted stock awards

​

7,812

​

18,750

Unvested restricted stock units

​

1,158,816

​

442,201

Options

 

26,250

​

67,293

Warrants

​

88,905

​

339,323

Total

 

1,281,783

​

867,567

​

Subsequent Events

The Company has evaluated subsequent events through the date on which these unaudited condensed consolidated financial statements were issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed in Note 15 – Subsequent Events.

Segment Reporting

Operating segments are components of an enterprise for which separate financial information is available and regularly reviewed by management in deciding how to allocate resources and evaluate performance. Management has determined that the Company has two significant operating segments: Energy Management Platform and Mining of Digital Assets, as discussed more fully in Note 14. In determining the appropriateness of segment definition, the Company considers the criteria of Accounting Standards Codification (“ASC”) 280, Segment Reporting.

Recent Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This update also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in ASU 2023 – 09 are effective for annual periods beginning after December 15, 2024, with early adoption permitted. Since this new ASU addresses only disclosures, the Company does not expect the adoption of this ASU to have any material impact on its financial condition, results of operations, or cash flows. The Company expects that the adoption of ASU 2023-09 will require certain additional income tax disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures. ASU 2024-03 is intended to improve disclosures about a public business entity’s expenses and provide more detailed information to investors about the types of expenses in commonly presented expense captions. The amendments in this ASU will be applied retrospectively and are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of implementing this guidance.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical‐expedient election that permits an entity to assume that current conditions as of the reporting date will not change over the remaining life of certain current accounts receivable and contract assets arising from transactions accounted for under ASC 606, “Revenue from Contracts with Customers.” The guidance is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for reporting periods for which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the impact of implementing this guidance. Based on a preliminary assessment, the Company does not expect the adoption of this ASU will result in a material change to our accounting policies, results of operation, financial position or cash flows.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The guidance removes all references to project stages throughout ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs. It is intended to modernize the accounting for internal-use software costs to reflect the evolution of software development practices. The amendments are effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of implementing this guidance.
v3.25.3
DIGITAL ASSETS
 9 Months Ended
Sep. 30, 2025
DIGITAL ASSETS  
DIGITAL ASSETS

NOTE 3 – DIGITAL ASSETS

​

The Company’s digital assets are comprised solely of Bitcoin. In accordance with ASC Topic 820, Fair Value Measurement, the Company measures the fair value of its Bitcoin based on the quoted price at 4:00pm EST on the measurement date for a single Bitcoin on an active trading platform, Coinbase. Management has determined that Coinbase, an active exchange market, represents a principal market for Bitcoin and at 4:00pm EST, the price is both readily available and representative of fair value (Level 1 inputs). As of September 30, 2025, the Company held 1,056.69 digital assets at Coinbase with a cost basis of $106,785,454, and a fair value of $120,523,261.

​

The following table is a summary of Bitcoin activity during the nine months ended September 30, 2025:

​

​

​

​

​

​

    

Digital Assets and

​

​

Digital Assets Held

​

​

As Collateral

Beginning balance at December 31, 2024

​

$

20,281,184

Additions - purchased

​

 

79,700,002

Additions - mined

​

​

6,085,452

Dispositions

​

 

—

Change in fair value

​

 

14,456,623

Balance, September 30, 2025

​

$

120,523,261

​

During the three months ended September 30, 2025, the Company purchased 90.00 Bitcoin via trade orders on Coinbase (the prime broker) at an average cost of $108,889 per Bitcoin, inclusive of fees and expenses, for an aggregate cost of $9,799,993. During the nine months ended September 30, 2025, the Company purchased 783.81 Bitcoin via trade orders on Coinbase at an average cost of $101,683 per Bitcoin, inclusive of fees and expenses, for an aggregate cost of $79,700,002. On March 7, 2025, the Company entered into a sixty-day lease agreement (the “First Machine Lease Agreement”) with a digital asset mining services company to operate digital assets mining machines on KULR’s behalf, at a total lease cost of $850,000. On May 16, 2025, the Company entered into a two hundred and twenty eight-day lease agreement (the “Second Machine Lease Agreement”) with the same digital asset mining services company to operate digital assets mining machines on KULR’s behalf, at a total lease cost of $3,200,000. On June 20, 2025, the Company entered into a one hundred and three-day lease agreement (the “Third Machine Lease Agreement”) with a new digital asset mining services company to operate digital assets mining machines on KULR’s behalf, at a total lease cost of $2,756,795. On July 30, 2025, the Company entered into a one year lease agreement (the “Fourth Machine Lease Agreement”) with a digital asset mining services company to operate digital assets mining machines on KULR’s behalf, at a total lease cost of $2,646,250. During the three and nine months ended September 30, 2025, the Company recognized revenue of $4,396,603 and $6,085,452, respectively, in connection with its digital assets mining operations.

Loan Agreement

In July 2025 the Company secured a $20 million credit facility with Coinbase, its digital assets custodian (the “Custodian”). Pursuant to the terms of the agreement, either party may terminate a loan on a termination date established by notice given to the other party prior to the close of business on any day that is a calendar day. On July 8, 2025, the Company entered into an agreement (the “Loan Agreement”) pursuant to which the Company borrowed $8 million (the “Initial Drawdown”) and segregated 232 bitcoin as collateral against this loan. The initial Drawdown bears an 8% loan fee. The Company’s obligations are secured by a first-priority security interest at collateral-coverage ratio of about 156.25% of the outstanding principal amount. The initial Drawdown is subject to the terms and conditions of the Master Loan Agreement. Of the $8 million borrowed, $6.7 million was used to purchase 61.4 Bitcoin. As of September 30, 2025 the Company repaid $4.2 million principal and $91,178 in interest. As of September 30, 2025, 70 Bitcoin valued at $7,983,990, are being held as collateral for the outstanding loan balance.

​

​

​

​

​

​

    

Loan

​

​

Payable

Outstanding, January 1, 2025

​

$

—

Proceeds from loan payable

​

 

8,000,000

Repayments in cash

​

 

(4,200,000)

Total loan payable as of September 30, 2025

​

$

3,800,000

​

On October 15, 2025, the Company repaid the outstanding balance in full, and the full $20 million credit facility remains available.
v3.25.3
PREPAID EXPENSES AND OTHER CURRENT ASSETS
 9 Months Ended
Sep. 30, 2025
PREPAID EXPENSES AND OTHER CURRENT ASSETS  
PREPAID EXPENSES AND OTHER CURRENT ASSETS

NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

As of September 30, 2025 and December 31, 2024, prepaid expenses and other current assets consisted of the following:

​

​

​

​

​

​

​

​

​

    

September 30, 

    

December 31, 

​

    

2025

    

2024

Bitcoin mining leases

​

$

1,537,583

​

$

—

Professional fees

​

​

410,191

​

​

40,142

Deferred expenses

​

​

362,540

​

​

405,463

Insurance

​

​

269,641

​

​

—

Security deposits

​

​

50,213

​

​

50,213

Dues and subscriptions

​

​

27,883

​

​

25,355

Marketing and advertising

​

​

10,000

​

​

285,000

Vendor receivables

​

​

7,386

​

​

7,386

Compensation costs

​

​

—

​

​

275,000

Other

​

​

73,612

​

​

52,981

Total prepaid expenses and other current assets

​

$

2,749,049

​

$

1,141,540

​
v3.25.3
INVESTMENTS, IMPAIRMENT AND CREDIT LOSSES
 9 Months Ended
Sep. 30, 2025
INVESTMENTS, IMPAIRMENT AND CREDIT LOSSES  
INVESTMENTS, IMPAIRMENT AND CREDIT LOSSES

NOTE 5 – INVESTMENTS, IMPAIRMENT AND CREDIT LOSSES

During the nine months ended September 30, 2025, the Company made two investments in a private German entity (“Investee”), who is also a customer, including Series A7 Preferred Shares and a convertible loan receivable. On November 13, 2025 , the Investee filed an application with a German insolvency court to open insolvency proceedings. As a result, as of September 30, 2025, the Company has fully impaired or recognized credit losses associated with the Company’s investments and accounts receivable associated with the Investee. The details of these matters follow:

●On May 7, 2025, the Company purchased Series A7 Preferred Shares (the “Preferred Shares”) of Investee for an aggregate purchase price of approximately $3.3 million. The Preferred Shares rank senior to all outstanding preferred as well as common shares of Investee, and are convertible on a 1:1 basis into common shares of Investee at the Company’s option, subject to anti-dilution adjustments. The Company also has the right to one voting advisory board seat and one non-voting observer seat on Investee’s advisory board. Investee’s Preferred Shares have a liquidation preference equal to the purchase price of the shares plus any accrued and unpaid dividends thereon. The Company’s purchase of Preferred Shares represents an investment in non-marketable equity securities of a company without a readily determinable fair value. The Company accounts for this investment under the measurement alternative in ASC 321, whereby the equity investment is recorded at cost, and is subsequently remeasured to its fair value in accordance with the provisions of ASC 820 when observable price changes occur or when it is impaired (see Note 2 - Significant Accounting Policies, Equity Investment). Due to the Investee’s current financial condition, the Company estimated that the fair value of its Preferred Shares investment in Investee was zero, and accordingly, recorded a full impairment expense of $3,325,045, reflected in Impairment of equity investment within Other expense for the three and nine months ended  September 30, 2025.
●On August 25, 2025, the Company executed a Convertible Loan Agreement (the “Note”) with the Investee to loan up to €2,000,000. The Note carries a 12% interest rate, and it matures on November 30, 2025. The Note is convertible into the most senior class of preferred shares of Investee at the time of conversion. The Company can demand conversion at maturity, or prior to maturity if certain defined events occur. As of September 30, 2025, the Company loaned $1,832,690 (€1,550,000) to Investee pursuant to the Note (see Note 15 – Subsequent Events for details about a subsequent distribution pursuant to the Note). The Company accounts for the Note at amortized cost and records an estimate of expected credit losses using a forward-looking current expected credit loss (CECL) model in accordance with ASC 326. The estimate of expected credit losses is based on relevant information about past events, current conditions, and reasonable forecasts about the future. Due to the Investee’s current financial condition, the Company determined the collectability of the Note was not assured and accordingly, recorded a full credit loss of $1,832,690, reflected in Credit loss on convertible loan receivable within Other expense for the three and nine months ended September 30, 2025.

In addition to the above balances, the Company had accounts receivable due from the Investee related to product sales made during the second quarter of 2025. Due to the Investee’s current financial condition, the Company determined that collectability of the accounts receivable was not assured and accordingly, recorded credit losses on accounts receivable of $780,643, reflected within operating expenses for the three and nine months ended September 30, 2025.
v3.25.3
EQUIPMENT DEPOSITS
 9 Months Ended
Sep. 30, 2025
EQUIPMENT DEPOSITS  
EQUIPMENT DEPOSITS

NOTE 6 – EQUIPMENT DEPOSITS

Equipment deposits at September 30, 2025 and December 31, 2024 are $59,763 and $1,355,174, respectively. Equipment deposits at December 31, 2024 represented deposits paid to a vendor as a downpayment for the manufacture of an automated manufacturing system (the “System”). The System was never delivered to the Company. After negotiation, and in an effort to come to a resolution on the matter, the Company agreed to forfeit the equipment deposit while the vendor retained the unfinished equipment. During the three and nine months ended September 30, 2025, the Company recorded a write-down of $0 and $1,355,174, respectively, related to the equipment deposits.
v3.25.3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
 9 Months Ended
Sep. 30, 2025
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES  
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

NOTE 7 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

As of September 30, 2025 and December 31, 2024, accrued expenses and other current liabilities consisted of the following:

​

​

​

​

​

​

​

​

​

​

September 30, 

​

December 31, 

​

    

2025

    

2024

Payroll and vacation

​

$

387,709

​

$

369,847

Professional fees

​

​

285,368

​

​

176,875

Inventory purchases

​

​

280,301

​

​

332,094

Sales tax payable

​

​

116,328

​

​

111,732

Research and development

​

​

85,427

​

​

50,000

Interest payable

​

​

37,479

​

​

24,102

Business development

​

 

36,179

​

​

—

Royalties

​

 

35,026

​

​

48,402

Equipment purchases

​

​

16,604

​

​

32,717

Sales and marketing

​

 

8,886

​

​

—

Other

​

​

10,752

​

​

25,643

Total accrued expenses and other liabilities

​

​

1,300,059

​

​

1,171,412

Less: current portion

​

​

(1,300,059)

​

​

(1,160,446)

Other non-current liabilities

​

$

—

​

$

10,966

​
v3.25.3
ACCRUED ISSUABLE EQUITY
 9 Months Ended
Sep. 30, 2025
ACCRUED ISSUABLE EQUITY  
ACCRUED ISSUABLE EQUITY

NOTE 8 – ACCRUED ISSUABLE EQUITY

A summary of the accrued issuable equity activity during the nine months ended September 30, 2025 is presented below:

​

​

​

​

​

​

​

For the Nine Months Ended

​

    

September 30, 2025

Beginning balance at January 1, 2025

​

$

420,427

Additions

​

​

210,904

Gain from mark-to-market

​

​

(409,091)

Shares issued in satisfaction of accrued issuable equity

​

​

(69,500)

Fair value at September 30, 2025

​

$

152,740

​

During the nine months ended September 30, 2025, the Company entered into certain contractual arrangements for services in exchange for a fixed number of shares of common stock of the Company. The estimated fair value of the shares to be issued was an aggregate of $210,904 based on the quoted market prices of the shares as of the respective contract dates.

During the nine months ended September 30, 2025, the Company settled certain of its accrued issuable equity obligations through the issuance of an aggregate of 6,250 of its shares of common stock with an aggregate fair value of $69,500, remeasured as of the date of settlement based on the quoted market prices of the shares.

During the three and nine months ended September 30, 2025, the Company recorded gains in the aggregate amount of $89,815 and $409,091, respectively, and recorded (losses) gains in the aggregate amount of $13,437 and $(2,302) during the three and nine months ended September 30, 2024, respectively, related to changes in the fair value of accrued issuable equity (see Note 12 – Stockholders’ Equity, Stock-Based Compensation for additional details). The fair value of the accrued but unissued shares as of September 30, 2025, was $152,740, based on Level 1 inputs, which consist of quoted prices for the Company’s common stock in active markets.
v3.25.3
LEASES
 9 Months Ended
Sep. 30, 2025
LEASES  
LEASES

NOTE 9 – LEASES

Operating Leases

On January 31, 2024, the initial lease for Webster, Texas dated January 18, 2023, expired. On January 27, 2024, the Company entered into a new lease agreement for new office space in Webster, Texas, with an initial lease term of 63 months. The lease contains an option

to renew for an additional 36 months, which is not reasonably certain to be exercised and therefore is not included in the measurement of the operating lease ROU asset and related lease liability. Monthly rental payments under the new lease are $33,818, which is comprised of $22,682 of base rent and $11,136 of common area maintenance fees. No cash payments were due for the first three months of the lease.

The Company determined that the value of the operating lease liability and related right-of-use asset at inception was $1,085,498, using an incremental borrowing rate of 10%. The Company paid a security deposit of $37,930 in connection with the Webster lease agreement which is recorded within the security deposits section of the balance sheets as of September 30, 2025 and December 31, 2024.

On April 15, 2025, the Company amended its original lease dated January 27, 2024 (the First Amendment”), for the property located at 555 Forge River Road, Webster, TX, to expand the rentable square footage by approximately 13,535 square feet (the “Expansion Premises) for a total rentable space of 31,095 square feet. The First Amendment is effective May 1, 2025 and expires April 30, 2029. Monthly payments for the Expansion Premises are $17,483. No cash payments are due for the first two months of the lease. The Company determined that the value of the operating lease liability and related right-of-use asset at inception was $691,852, using an incremental borrowing rate of 10%.

The Company also leases office space at 4863 Shawline Street, San Diego, CA, pursuant to an operating lease which originally expired May 31, 2024 (the “San Diego Lease”). On January 25, 2024, the Company entered into an amendment to the lease (the “First Renewal”), whereby the lease was extended for a period of eighteen months commencing June 1, 2024, and terminating November 30, 2025. The Company does not plan to renew this lease upon its expiration. Monthly rental payments under the amendment are $30,511. The Company determined that the value of the modified operating lease liability and related right-of-use asset to be $559,919 using an incremental borrowing rate of 10%. The Company paid a security deposit of $50,213 in connection with the San Diego lease agreement which is recorded within the prepaid expenses and other current assets section of the balance sheet as of September 30, 2025.

During the three and nine months ended September 30, 2025, operating lease expense was $204,070 and $541,245, respectively. During the three and nine months ended September 30, 2024, operating lease expense was $150,846 and $377,554, respectively.

Finance Lease

The Company recorded depreciation expense in the amount of $388 and $1,165 in connection with ROU assets held under the finance lease during the three and nine months ended September 30, 2025. The Company recorded interest expense of $41 and 138 during the three and nine months ended September 30, 2025, in connection with its finance lease liability. The Company recorded depreciation expense in the amount of $388 in connection with ROU assets held under the finance lease during the three and nine months ended September 30, 2024. The Company recorded interest expense of $62 during the three and nine months ended September 30, 2024, in connection with its finance lease liability.

Supplemental Information

​

Maturities of lease liabilities as of September 30, 2025, were as follows:

​

​

​

​

​

​

​

​

​

​

​

Year

    

Operating Lease

    

Financing Lease

    

Total

10/1/25 to 12/31/25

​

$

181,515

​

$

659

​

$

182,174

2026

​

​

496,224

​

​

2,636

​

​

498,860

2027

​

​

511,772

​

​

1,318

​

​

513,090

2028

​

 

527,319

​

 

—

​

 

527,319

2029

​

​

180,092

​

​

—

​

​

180,092

Thereafter

​

​

—

​

​

—

​

​

—

Total future minimum lease payments

​

 

1,896,922

​

 

4,613

​

 

1,901,535

Less: amount representing imputed interest

​

​

(308,334)

​

​

(138)

​

​

(308,472)

Present value of lease liabilities

​

​

1,588,588

​

​

4,475

​

​

1,593,063

Less: current portion

​

​

(414,436)

​

​

(2,526)

​

​

(416,962)

Lease liabilities, non current portion

​

$

1,174,152

​

$

1,949

​

$

1,176,101

​

Supplemental cash flow information related to the leases are as follows:

​

​

​

​

​

​

​

​

​

​

    

For the Nine Months Ended

 

​

 

September 30, 

​

​

    

2025

    

2024

​

Cash paid for amounts included in the measurement of lease liabilities:

​

​

​

​

​

​

​

Operating cash flows from operating lease

​

$

415,482

​

$

236,207

​

Repayment of finance lease liability

​

$

1,840

​

$

850

​

Right-of-use assets obtained in exchange for lease obligations

​

​

​

​

​

​

​

Operating leases

​

$

691,852

​

$

1,534,902

​

Financing leases

​

​

N/A

​

$

7,768

​

Weighted Average Remaining Lease Term (Years)

​

​

​

​

​

​

​

Operating leases

​

​

3.45

years

​

3.64

years

Financing leases

​

​

1.75

years

​

2.75

years

Weighted Average Discount Rate

​

​

​

​

​

​

​

Operating leases

​

​

10.0

%  

​

10.0

%

Financing leases

​

​

10.0

%  

​

10.0

%

​
v3.25.3
NOTES PAYABLE
 9 Months Ended
Sep. 30, 2025
NOTES PAYABLE  
NOTES PAYABLE

NOTE 10-NOTES PAYABLE

A summary of the notes payable activity during the nine months ended September 30, 2025, is presented below:

​

​

​

​

​

​

​

​

​

​

​

​

    

Notes

    

Debt

    

​

​

​

​

Payable

​

Discount

​

Total

Outstanding, January 1, 2025

​

$

577,674

​

$

(82,878)

 

$

494,796

Repayments in cash

​

 

(577,674)

​

 

—

 

​

(577,674)

Amortization of debt discount

​

 

—

​

 

82,878

 

​

82,878

Total notes payable as of September 30, 2025

​

$

—

​

$

—

​

$

—

​
v3.25.3
INCOME TAX
 9 Months Ended
Sep. 30, 2025
INCOME TAX  
INCOME TAX

NOTE 11 – INCOME TAX

The Company’s effective tax rate was zero for the three and nine months ended September 30, 2025 and 2024, respectively. The effective tax rates for all periods differs from the statutory rate of 21% as a result of the net change in valuation allowance against the net deferred tax asset that the Company believes is not more likely than not to be realized. The Company continues to carry a full valuation allowance on its net deferred tax assets.

Tax Law Change

On July 4, 2025, the President signed into law significant federal tax legislation, H.R.1 (the “Tax Reform Act of 2025”). The legislation includes numerous changes to U.S. corporate income tax law, including but not limited to: permanent 100% bonus depreciation for qualified property, immediate expensing of domestic research and experimental expenditures, modifications to the limitation on business interest expense, increased Section 179 expensing limits, changes to the international tax regime, and expanded limitations on the deductibility of executive compensation under IRC Section 162(m). Most provisions are effective for tax years beginning after December 31, 2024, with certain transition rules and exceptions.

The Company is currently evaluating the impact of the Tax Reform Act of 2025 on its condensed consolidated financial statements. The effects of the new law, including remeasurement of deferred tax assets and liabilities and changes to current and future tax expense, will be evaluated. No material impact is expected given the Company’s historical net operating losses.
v3.25.3
STOCKHOLDERS' EQUITY
 9 Months Ended
Sep. 30, 2025
STOCKHOLDERS' EQUITY  
STOCKHOLDERS' EQUITY

NOTE 12 - STOCKHOLDERS’ EQUITY

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, 1,875,000 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 September 30, 2025, there were 130,170 shares available for issuance under the 2018 Plan.

At the Market Offerings

On January 24, 2025, the Company increased the maximum aggregate offering amount of the shares of the Company’s common stock issuable under its At the Market Offering agreement (the “First ATM Agreement”) by an additional $50 million, to a $146 million maximum offering amount.

On May 30, 2025, the Company completed its initial ATM offering under the First ATM Agreement with a total of 14,783,393 shares issued for gross proceeds of $146 million, of which 9,347,644 shares were issued and gross proceeds of $61.9 million were received in 2024 pursuant to the First ATM agreement.

On June 9, 2025, the Company entered into a second At the Market Offering agreement (the “Second ATM Agreement”) with certain sales agents (the “Agent”), pursuant to which the Company may, from time to time, sell shares of common stock for aggregate gross proceeds of up to $300 million in an “At the Market” offering through or to the Agent. On September 30, 2025, the Company amended and reduced the aggregate offering amount pursuant to the Second ATM Agreement to $150 million. Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of the sale, or as otherwise agreed with the Agent. The Agent will receive a commission from the Company of up to 3.0% of the gross proceeds of any shares of common stock sold pursuant to the Second ATM Agreement.

During the nine months ended September 30, 2025, the Company issued a total of 9,420,337 shares of common stock pursuant to the ATM Agreements for aggregate gross proceeds of $107,311,618, with cash issuance costs of $2,685,424. During the nine months ended September 30, 2024, the Company issued a total of 1,602,810 shares of common stock pursuant to the First ATM Agreement for aggregate gross proceeds of $3,431,090, with cash issuance costs of $103,718.

Common Stock

During the nine months ended September 30, 2025, the Company issued an aggregate of 9,000 shares of common stock valued at $95,570 for legal and consulting services, of which 6,250 shares valued at issuance at $69,500 were accrued at January 1, 2025 for services rendered in prior years. During the nine months ended September 30, 2024, the Company issued an aggregate of 43,957 shares of common stock valued at $104,960 for equity compensation to its independent members of the Board of Directors, legal and consulting services.

During the nine months ended September 30, 2025, the Company issued 1,688 shares of common stock upon the exercise of stock options for gross proceeds of $10,815. No stock options were exercised during the nine months ended September 30, 2024.

During the nine months ended September 30, 2025, the Company issued 141,200 shares of common stock upon the vesting of restricted stock units previously granted, of which 35,635 shares were withheld to cover payroll tax obligations. During the nine months ended September 30, 2024, the Company issued 77,142 shares of common stock upon the vesting of restricted stock units previously granted, and no shares were withheld to cover payroll tax obligations.

See At The Market Offerings, above, for share issuances pursuant to the Company’s ATM Agreements.

Treasury Stock

The Company’s equity-based compensation plan allows for the grant of stock options, RSUs and RSAs to its employees pursuant to the terms of its equity incentive 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. Generally, the shares withheld are then transferred to the Company’s treasury stock at cost. During the nine months ended September 30, 2025, the Company repurchased 5,527 shares recorded at their cost of $97,522 in connection with paying employee payroll tax obligation for vested restricted common stock units during the period.

The Company had 21,922 and 16,395 shares held in treasury as of September 30, 2025 and December 31, 2024, respectively, recorded at their cost of $393,744 and $296,222, respectively.

Preferred Stock

On January 16, 2025, the Board of Directors approved the issuance of an additional 270,000 shares of Non-convertible Series A Voting Preferred Stock (“Series A Preferred”) to the CEO, such that the total shares of Series A Preferred held by the CEO as of September 30, 2025 is 1,000,000 shares. The issuance of up to 1,000,000 shares of Non-convertible Series A Voting Preferred Stock to the CEO was previously approved and authorized by a vote of the majority stockholders of the Company, subject to the Board reserving the full and unequivocal right to revoke, rescind, transfer or otherwise cancel the issued Non-convertible Series A Voting Preferred Stock in the event the CEO is removed from any position with the Company or resigns from all positions with the Company.

Holders of Non-convertible Series A Voting Preferred Stock shall not be entitled to dividends, shall not convert into another series or class of stock of the Company and have no rights to distributions in the event of any liquidation. Accordingly, there was no value ascribed to these shares when issued. Each record holder of Non-convertible Series A Voting Preferred Stock shall have that number of votes (identical in every other respect to the voting rights of the holders of common stock entitled to vote at any regular or special meeting of the shareholders or by written consent) equal to one-hundred (100) votes per share of Non-convertible Series A Voting Preferred Stock held by such record holder.

Warrants

There was no warrant activity during the three and nine months ended September 30, 2025. The weighted average exercise price of warrants outstanding at September 30, 2025 was $8.50.

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

    

Weighted

    

Weighted

    

​

​

​

​

​

​

Average

​

Average

​

​

​

​

​

Number of

​

Exercise

​

Remaining

​

Intrinsic

​

​

Warrants

​

Price

​

Term (Yrs)

​

Value

Outstanding, January 1, 2025

 

88,905

​

$

8.50

 

  

 

​

  

Issued

 

—

​

 

—

 

  

 

​

  

Exercised

 

—

​

 

—

 

  

 

​

  

Expired

 

—

​

 

—

 

  

 

​

  

Forfeited

 

—

​

 

—

 

  

 

​

  

Outstanding, September 30, 2025

 

88,905

​

$

8.50

 

0.3

​

$

—

​

​

​

​

​

​

​

​

​

​

​

Exercisable, September 30, 2025

 

88,905

​

$

8.50

 

0.3

​

$

—

​

A summary of outstanding and exercisable warrants as of September 30, 2025, is presented below:

​

​

​

​

​

​

​

​

​

Warrants Outstanding

​

Warrants Exercisable

​

​

​

​

​

Weighted

​

 

​

​

​

Outstanding

​

Average

​

Exercisable

Exercise

​

Number of

​

Remaining Life

​

Number of

Price

    

Warrants

    

In Years

    

Warrants

$

8.00

​

66,667

​

0.3

​

66,667

$

10.00

​

22,238

​

0.3

​

22,238

​

​

​

88,905

​

0.3

​

88,905

​

Stock-Based Compensation

The following table presents information related to stock-based compensation for the three and nine months ended September 30, 2025 and 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

For The Three Months Ended

​

For The Nine Months Ended

​

    

September 30, 

​

September 30, 

​

    

2025

    

2024

    

2025

    

2024

Shares issued for legal and consulting services

​

$

—

​

$

49,220

​

$

26,070

​

$

76,360

Shares issued to board members

​

​

—

​

​

—

​

​

—

​

​

17,400

Accrued issuable equity (common stock)

​

 

59,585

​

 

19,160

​

 

210,904

​

 

72,537

Amortization of stock options

​

 

10,547

​

​

9,411

​

 

37,493

​

 

70,617

Amortization of restricted stock awards and units

​

 

1,217,942

​

 

(21,592)

​

 

4,235,774

​

 

1,574,242

Total

​

$

1,288,074

​

$

56,199

​

$

4,510,241

​

$

1,811,156

​

During the three and nine months ended September 30, 2025, the Company recognized stock-based compensation expense of $1,288,074 and $4,510,241 respectively, of which $1,140,466 and $3,536,611, respectively, are included within selling, general and administrative expenses, and $147,608 and $973,630, respectively are included within research and development expenses in the condensed consolidated statements of operations. During the three and nine months ended September 30, 2024, the Company recognized stock-based compensation expense of $56,199 and $1,811,156, respectively, of which $25,561 and $1,704,505, respectively, is included within selling, general and administrative expenses, and $30,638 and $106,651, respectively is included within research and development expenses in the condensed consolidated statements of operations.

Stock Options

A summary of stock options activity during the nine months ended September 30, 2025, is presented below:

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

    

Weighted

    

Weighted

    

    

​

​

​

​

​

Average

​

Average

​

​

​

​

​

Number of

​

Exercise

​

Remaining

​

Intrinsic

​

​

Options

​

Price

​

Term (Yrs)

​

Value

Outstanding, January 1, 2025

 

40,938

​

$

11.88

 

  

 

​

  

Granted

 

6,250

​

 

9.60

 

  

 

​

  

Forfeited

 

(19,250)

​

 

12.40

 

  

 

​

  

Exercised

​

(1,688)

​

​

6.48

​

​

​

​

​

Outstanding, September 30, 2025

 

26,250

​

$

11.31

 

3.9

​

$

10,563

​

​

​

​

​

​

​

​

​

​

​

Exercisable, September 30, 2025

 

13,285

​

$

13.68

 

1.9

​

$

2,642

​

The following table presents information related to stock options as September 30, 2025:

​

​

​

​

​

​

​

​

Options Outstanding

​

Options Exercisable

​

​

​

​

Weighted

​

​

​

​

Outstanding

​

Average

​

Exercisable

Exercise

​

Number of

​

Remaining Life

​

Number of

Price

    

Options

    

In Years

    

Options

$2.24 - $7.92

 

5,625

​

3.4

​

2,032

$9.60 - $12.00

 

8,125

​

2.1

​

938

$12.40 - $15.92

 

6,250

​

1.6

​

5,626

$16.40 - $18.48

 

6,250

​

1.5

​

4,689

​

 

26,250

​

1.9

​

13,285

​

No options were granted during the three months ended September 30, 2025. The weighted average grant date fair value per share of options granted during the nine months ended September 30, 2025 was $8.47. For the nine months ended September 30, 2024, the weighted average grant date fair value per share of options granted was $1.58. No options were granted during the three months ended September 30, 2024. 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 range of assumptions:

​

​

​

​

​

​

​

​

​

​

​

​

    

For The Three Months Ended

    

For The Nine Months Ended

​

​

​

September 30, 

 

September 30, 

​

​

​

2025

    

2024

 

2025

    

2024

​

Risk free interest rate

 

N/A

​

N/A

​

4.15

%

4.27% - 4.81

%

Expected term (years)

 

N/A

​

N/A

​

6.3

​

3.8

​

Expected volatility

 

N/A

​

N/A

​

120

%

110% - 114

%

Expected dividends

 

N/A

​

N/A

​

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 employee option grants. The Company utilizes an expected volatility figure based on the historical volatility of its common stock over a period of time equivalent to the expected term 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 September 30, 2025, there was $81,115 of unrecognized stock-based compensation expense related to the above stock options, which will be recognized over the weighted average remaining vesting period of 2.44 years.

Restricted Stock Awards

The following table presents information related to restricted stock awards activity during the three and nine months ended September 30, 2025:

​

​

​

​

​

​

​

​

​

​

​

Weighted Average

​

​

Shares of Restricted

​

Grant Date

​

    

Common Stock

    

Fair Value

Non-vested RSAs, January 1, 2025

 

9,375

​

$

16.48

Granted

 

—

​

 

—

Vested

 

(1,563)

​

 

16.64

Forfeited

 

—

​

 

—

Non-vested RSAs, September 30, 2025

 

7,812

​

$

16.45

​

As of September 30, 2025, there was $69,538 of unrecognized stock-based compensation expense related to restricted stock awards that will be recognized over the weighted average remaining vesting period of 0.98 years.

Restricted Stock Units

The following table presents information related to restricted stock units (“RSUs”) activity during the three and nine months ended September 30, 2025:

​

​

​

​

​

​

​

​

​

​

​

Weighted Average

​

​

Shares of Restricted

​

Grant Date

​

    

Common Stock

    

Fair Value

Non-vested RSUs, January 1, 2025

 

717,829

​

$

10.47

Granted

 

626,783

​

​

19.55

Vested

 

(141,200)

​

​

8.34

Forfeited

​

(44,596)

​

​

12.14

Non-vested RSUs, September 30, 2025

​

1,158,816

​

$

15.60

​

​

​

​

​

​

Vested RSUs undelivered September 30, 2025

​

93,750

​

$

16.40

​

To date, RSUs have only been granted to employees and consultants in accordance with the Company’s 2018 Equity Incentive Plan. Pursuant to the terms of the restricted stock unit agreements, the vested but undelivered units are to be settled on January 1, 2026.

As of September 30, 2025, there was $14,172,986 of unrecognized stock-based compensation expense related to restricted stock units that will be recognized over the weighted average remaining vesting period of 3.13 years.

v3.25.3
COMMITMENTS AND CONTINGENCIES
 9 Months Ended
Sep. 30, 2025
COMMITMENTS AND CONTINGENCIES  
COMMITMENTS AND CONTINGENCIES

NOTE 13 – COMMITMENTS AND CONTINGENCIES

Legal Matters

The Company may be involved in litigation and arbitrations from time to time in the ordinary course of business. As of September 30, 2025, the Company was not involved in any ongoing litigation. The Company records legal costs associated with loss contingencies as incurred. Settlements are accrued when, and if, they become probable and estimable.
v3.25.3
SEGMENT REPORTING
 9 Months Ended
Sep. 30, 2025
SEGMENT REPORTING  
SEGMENT REPORTING

NOTE 14 – SEGMENT REPORTING

During the first quarter of 2025, the Company expanded on its treasury strategy and began mining digital assets. The Company determined these activities met the criteria of an operating segment. The Company operates as two operating and reporting segments (i) energy management platform, and (ii) mining of digital assets, namely, the development and commercialization of energy management technologies, batteries and other components across a range of applications, and the mining of bitcoin. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The chief operating decision maker (“CODM”), who is the Company’s chief executive officer, reviews profit and loss information on a consolidated basis in order to assess performance, make decisions about the allocation of operating and capital resources, and evaluate pricing strategies related to the energy management platform. The CODM is not regularly provided disaggregated expense information, other than the expense information included in the consolidated statements of operations. The CODM reviews financial information for mining digital assets separately from the financial information related to the energy management platform for making decisions, allocating resources and assessing financial performance, as well as making strategic operational decisions and managing the organization.

The Company does not have intra-entity sales or transfers.

The CODM does not consider gains and losses associated with digital assets when reviewing the results of operations, or allocating resources to the Company’s operating segments. Gains and losses associated with the Company’s digital assets (which is a corporate treasury function and is not considered an operating segment) are presented separately from segment net income.

Beginning in 2025, the Company has broken out a Corporate & Other category, which is not considered an operating segment, and includes the changes in fair value of the Company’s digital asset holdings.

The following tables present the breakout of the operations of the energy management and digital asset mining segments for the three and nine months ended September 30, 2025 and 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended

​

​

September 30, 2025

​

September 30, 2024

​

​

Energy

​

​

​

​

​

​

​

​

​

​

Energy

​

​

​

​

​

​

​

​

​

​

​

Management

​

Bitcoin

​

Corporate &

​

​

​

​

Management

​

Bitcoin

​

Corporate &

​

​

​

​

    

Platform

    

Mining

    

Other

    

Total

    

Platform

    

Mining

    

Other

    

Total

Revenue

​

$

2,488,237

​

$

4,396,603

​

$

—

​

$

6,884,840

​

$

3,185,778

​

$

—

​

$

—

​

$

3,185,778

Cost of revenue

​

 

2,066,887

​

 

4,189,073

​

 

—

​

 

6,255,960

​

 

928,326

​

 

—

​

 

—

​

 

928,326

Gross Profit

​

 

421,350

​

 

207,530

​

 

—

​

 

628,880

​

 

2,257,452

​

 

—

​

 

—

​

 

2,257,452

Operating Expenses

​

 

​

​

 

​

​

 

​

​

 

​

​

 

​

​

 

  

​

 

  

​

 

​

Research and development

​

 

2,323,010

​

 

—

​

 

—

​

 

2,323,010

​

 

1,232,333

​

 

—

​

 

—

​

 

1,232,333

Selling, general, and administrative

​

 

6,062,159

​

 

201,644

​

 

—

​

 

6,263,803

​

 

2,735,419

​

 

—

​

 

—

​

 

2,735,419

Credit losses on accounts receivable

​

​

780,643

​

​

—

​

​

—

​

​

780,643

​

​

—

​

​

—

​

​

—

​

​

—

Total Operating Expenses

​

 

9,165,812

​

 

201,644

​

 

—

​

 

9,367,456

​

 

3,967,752

​

 

—

​

 

—

​

 

3,967,752

Segment Operating (Loss) Gain

​

 

(8,744,462)

​

 

5,886

​

 

—

​

 

(8,738,576)

​

 

(1,710,300)

​

 

—

​

 

—

​

 

(1,710,300)

Other (Expense) Income

​

 

​

​

 

​

​

 

​

​

 

​

​

 

​

​

 

  

​

 

  

​

 

​

Other segment (expense) income(1)

​

 

84,833

​

 

—

​

 

—

​

 

84,833

​

 

(293,464)

​

 

—

​

 

—

​

 

(293,464)

Impairment of equity investment

​

​

(3,325,045)

​

​

—

​

​

—

​

​

(3,325,045)

​

​

—

​

​

—

​

​

—

​

​

—

Credit loss on convertible loan receivable

​

​

(1,832,690)

​

​

—

​

​

—

​

​

(1,832,690)

​

​

—

​

​

—

​

​

—

​

​

—

Change in fair value of digital assets

​

 

—

​

 

—

​

 

6,837,563

​

 

6,837,563

​

 

—

​

 

—

​

 

—

​

 

—

Total Other Income (Expense), net

​

 

(5,072,902)

​

 

—

​

 

6,837,563

​

 

1,764,661

​

 

(293,464)

​

 

—

​

 

—

​

 

(293,464)

Net (Loss) Income

​

$

(13,817,364)

​

$

5,886

​

$

6,837,563

​

$

(6,973,915)

​

$

(2,003,764)

​

$

—

​

$

—

​

$

(2,003,764)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Nine Months Ended

​

​

September 30, 2025

​

September 30, 2024

​

​

Energy 

 

​

​

 

​

​

 

​

​

 

Energy 

 

​

​

 

​

​

​

​

​

​

 

Management 

 

Bitcoin 

 

Corporate &

​

​

​

 

Management 

 

Bitcoin 

 

Corporate &

​

​

​

​

    

Platform

    

Mining

    

Other

    

Total

    

Platform

    

Mining

    

Other

    

Total

Revenue

​

$

7,220,991

​

$

6,085,452

​

$

—

​

$

13,306,443

​

$

7,366,887

​

$

—

​

$

—

​

$

7,366,887

Cost of revenue

​

 

5,805,171

​

 

5,952,337

​

 

—

​

 

11,757,508

​

 

4,026,018

​

 

—

​

 

—

​

 

4,026,018

Gross Profit

​

​

1,415,820

​

 

133,115

​

 

—

​

 

1,548,935

​

 

3,340,869

​

 

—

​

 

—

​

 

3,340,869

Operating Expenses

​

​

​

​

 

​

​

 

​

​

 

​

​

 

​

​

 

  

​

 

  

​

 

​

Research and development

​

 

7,209,664

​

 

—

​

 

—

​

 

7,209,664

​

 

3,492,144

​

 

—

​

 

—

​

 

3,492,144

Selling, general, and administrative

​

 

20,889,583

​

 

302,466

​

 

—

​

 

21,192,049

​

 

11,542,820

​

 

—

​

 

—

​

 

11,542,820

Credit losses on accounts receivable

​

​

780,643

​

​

—

​

​

—

​

​

780,643

​

​

—

​

​

—

​

​

—

​

​

—

Total Operating Expenses

​

 

28,879,890

​

 

302,466

​

 

—

​

 

29,182,356

​

 

15,034,964

​

 

—

​

 

—

​

 

15,034,964

Segment Operating (Loss) Gain

​

 

(27,464,070)

​

 

(169,351)

​

 

—

​

 

(27,633,421)

​

 

(11,694,095)

​

 

—

​

 

—

​

 

(11,694,095)

Other (Expense) Income

​

​

​

​

 

​

​

 

​

​

 

​

​

 

​

​

 

  

​

 

  

​

 

​

Other segment (expense) income(1)

​

 

696,109

​

 

—

​

 

—

​

 

696,109

​

 

(1,209,073)

​

 

—

​

 

—

​

 

(1,209,073)

Impairment of equity investment

​

​

(3,325,045)

​

​

—

​

​

—

​

​

(3,325,045)

​

​

—

​

​

—

​

​

—

​

​

—

Credit loss on convertible loan receivable

​

​

(1,832,690)

​

​

—

​

​

—

​

​

(1,832,690)

​

​

—

​

​

—

​

​

—

​

​

—

Change in fair value of digital assets

​

 

—

​

 

—

​

 

14,456,623

​

 

14,456,623

​

 

—

​

 

—

​

 

—

​

 

—

Total Other Income (Expense), net

​

 

(4,461,626)

​

 

—

​

 

14,456,623

​

 

9,994,997

​

 

(1,209,073)

​

 

—

​

 

—

​

 

(1,209,073)

Net (Loss) Income

​

$

(31,925,696)

​

$

(169,351)

​

$

14,456,623

​

$

(17,638,424)

​

$

(12,903,168)

​

$

—

​

$

—

​

$

(12,903,168)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As of 

​

​

September 30, 2025

​

December 31, 2024

​

​

Energy 

​

​

​

​

​

​

​

​

​

​

Energy

​

​

​

​

​

​

​

​

​

​

​

Management 

​

Bitcoin 

​

Corporate &

​

​

​

​

 Management 

​

Bitcoin 

​

Corporate &

​

​

​

​

    

Platform

    

Mining

    

Other

    

Total

    

Platform

    

Mining

    

Other

    

Total

Segment Assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash

​

$

20,588,596

​

$

—

​

$

—

​

$

20,588,596

​

$

29,831,858

​

$

—

 

​

—

​

$

29,831,858

Digital assets

​

 

—

​

 

6,353,264

​

 

114,169,997

​

 

120,523,261

​

 

—

​

 

—

 

​

20,281,184

​

 

20,281,184

All other assets

​

 

14,950,957

​

 

—

​

 

—

​

 

14,950,957

​

 

12,814,145

​

 

—

 

​

—

​

 

12,814,145

Total Assets

​

$

35,539,553

​

$

6,353,264

​

$

114,169,997

​

$

156,062,814

​

$

42,646,003

​

$

—

​

$

20,281,184

​

$

62,927,187

(1)

Other segment expenses and losses include interest income, interest expense, amortization of debt discount, gain (loss) on extinguishment of debt and change in fair value of accrued issuable equity.

​

Geographic Information

As of September 30, 2025, $126,354,558 of the Company’s long-lived assets are located in the U.S., and $1,180,129 are in a foreign nation.

As of December 31, 2024, all of the Company’s long-lived assets were located in the U.S.

During the three and nine months ended September 30, 2025, $287,492 and $2,453,860 of revenue was generated from non-U.S. customers. During the three and nine months ended September 30, 2024, $1,913,527 and $2,219,588 of revenue was generated from non-U.S. customers.
v3.25.3
SUBSEQUENT EVENTS
 9 Months Ended
Sep. 30, 2025
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 15 - SUBSEQUENT EVENTS

At the Market Offering

During the period from October 1, 2025 through November 14, 2025, the Company issued 3.0 million shares of common stock for gross proceeds of $15.1 million pursuant to the Second ATM Agreement.

Digital Assets

During the period from October 1, 2025 through November 14, 2025, the Company has earned 7.43 Bitcoin from mining services.

Digital Asset Mining Lease Agreement

On October 1, 2025, the Company entered into a two year lease agreement (the “Fifth Machine Lease Agreement”) with a digital asset mining services company to operate digital assets mining machines on KULR’s behalf, at a total lease cost of $4.2 million.

Repayment of Loan Payable

Subsequent to September 30, 2025, the Company repaid the remaining $3.8 million principal balance of the loan payable and $49,139 of interest pursuant to the Loan Agreement entered into on July 8, 2025.

Convertible Loan Receivable

On October 24, 2025, the Company loaned an additional $294,875 (€250,000) to the Investee pursuant to the convertible loan agreement, which has been fully impaired. See Note 5 – Investments, Impairment and Credit Losses for additional information.

Investment in Foreign Entity

On November 13, 2025, the Company was notified that its Investee, that is also a customer, filed an application with a German insolvency court to open insolvency proceedings. See Note 5 – Investments, Impairment and Credit Losses for additional information.
v3.25.3
Pay vs Performance Disclosure - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Jun. 30, 2025
Mar. 31, 2025
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2025
Sep. 30, 2024
Pay vs Performance Disclosure                
Net Income (Loss) $ (6,973,915) $ 8,142,149 $ (18,806,658) $ (2,003,764) $ (5,890,528) $ (5,008,876) $ (17,638,424) $ (12,903,168)
v3.25.3
Insider Trading Arrangements
 3 Months Ended
Sep. 30, 2025
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 9 Months Ended
Sep. 30, 2025
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Use of Estimates

Use of Estimates

Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The Company’s significant estimates used in these unaudited condensed consolidated financial statements include, but are not limited to, valuation of intangible assets, digital assets, investments, property, plant and equipment, equity securities, stock-based compensation, deferred revenue, loan receivable and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates.
Concentrations of Credit Risk

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consisted primarily of cash, digital assets and accounts receivable. The Company’s concentrations of credit risk also include concentrations from key customers and vendors.

Cash Concentrations

A significant portion of the Company’s cash is held at one major financial institution. The Company has not experienced any losses in such accounts. Cash held in US bank institutions is currently insured by the FDIC up to $250,000 at each institution. There were uninsured balances of $20,088,596 and $29,331,858 as of September 30, 2025 and December 31, 2024, respectively.

Customer and Revenue Concentrations

The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue

​

Accounts Receivable

 

​

​

For the Three Months Ended

​

For the Nine Months Ended

​

As of

​

As of

 

​

​

September 30, 

​

September 30, 

​

September 30, 

    

December 31, 

 

​

    

2025

    

2024

    

2025

    

2024

    

2025

​

2024

 

Customer A

 

69

%

*

​

48

%

*

​

*

​

*

​

Customer B

 

*

​

32

%

*

​

*

​

21

%

*

​

Customer C

 

*

​

*

​

*

​

14

%

*

​

25

%

Customer D

​

*

​

*

​

*

​

13

%

*

​

*

​

Customer E

​

*

​

21

%

*

​

*

​

*

​

*

​

Customer F

​

*

​

*

​

*

​

10

%

*

​

*

​

Customer G

​

*

​

*

​

*

​

*

​

27

%

*

​

Customer H

 

*

​

*

​

*

​

*

​

27

%

41

%

Customer I

​

*

​

*

​

*

​

*

​

*

​

16

%

Total

 

69

%

53

%

48

%

37

%

75

%

82

%

*

Less than 10%

​

There is no assurance the Company will continue to receive significant revenue from any of these customers. Any reduction or delay in operating activity from any of the Company’s significant customers, or a delay or default in payment by any significant customer, or termination of agreements with significant customers, could materially harm the Company’s business and prospects. As a result of the Company’s significant customer concentrations, its gross profit and results from operations could fluctuate significantly due to changes in political, environmental, or economic conditions, or the loss of, reduction of business from, or less favorable terms with any of the Company’s significant customers.

Custody of Digital Assets

The Company currently holds and intends to continue to hold all of its digital assets in a custodial account at a U.S. based, institutional-grade custodian that has demonstrated records of regulatory compliance and information security. The custodian may also serve as a liquidity provider.

If the Company’s custodially-held digital assets were considered to be the property of the custodian’s estate in the event that the custodian were to enter bankruptcy, receivership or similar insolvency proceedings, the Company could be treated as a general unsecured creditor of the custodian, inhibiting the Company’s ability to exercise ownership rights with respect to such digital assets and this may ultimately result in the loss of the value related to some or all of such digital assets.

Additionally, the digital assets the Company holds with our custodian and transacts with our trade execution partners do not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the FDIC or the SIPC.

Vendor Concentrations

The Company purchases inventory from vendors who individually represented 10% or more of the Company’s total purchases of inventory, as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended

 

For the Nine Months Ended

​

​

    

September 30, 

 

September 30, 

​

​

    

2025

    

2024

    

2025

    

2024

​

Vendor A

 

45

%

*

​

14

%

*

​

Vendor B

 

*

​

*

​

12

%

*

​

Vendor C

​

*

​

*

​

*

​

12

%

​

 

45

%

0

%

26

%

12

%

*Less than 10%
Accounts Receivable

Accounts Receivable

Accounts receivable are carried at their contractual amounts, less an estimate for credit losses. During the three and nine months ended September 30, 2025, credit losses of $780,643 related to receivables from one customer were recorded (see Note 5 – Investments, Impairment and Credit Losses for further details). As of December 31, 2024, no allowances for credit losses were determined to be necessary. Management estimates the allowance for credit losses based on historical credit loss experience, existing economic conditions, the financial conditions of the customers, and the amount and age of past due accounts. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for bad debts only after all collection attempts have been exhausted.
Digital Assets

Digital Assets

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), which provides an update to existing digital asset guidance and requires an entity to measure certain digital assets at fair value. In addition, this guidance requires disclosures related to digital assets once it is adopted. The Company adopted ASU 2023-08 as of January 1, 2024.

The Company reflects digital assets held at fair value on the condensed consolidated balance sheets and condensed consolidated statements of cash flows, the activity from the remeasurement of digital assets at fair value on the condensed consolidated statements of operations, and the required expanded disclosures in Note 3, Digital Assets. There was no cumulative effect adjustment to the Company’s retained earnings balance as a result of the adoption of ASU 2023-08.

Digital assets are generally valued using prices as reported on reputable and liquid exchanges and may involve using an average of bid and ask quotes using closing prices provided by such exchanges as of the date and time of determination. Since the digital assets are traded on a 24-hour period, the Company uses the price at 4:00pm Eastern Standard Time (“EST”) to value its digital assets.
Equity Investment

Equity Investment

The Company holds an investment in non-marketable equity securities of a company that does not have a readily available fair value. The investment is measured under the measurement alternative provided in Accounting Standards Codification (“ASC”) 321 on the Company’s condensed consolidated balance sheets. Under the measurement alternative method, the equity investment is carried at cost less impairment losses, adjusted for price changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

The Company performs a qualitative assessment at each reporting period considering impairment indicators to evaluate whether the fair value of the investment is less than its carrying amount. If the qualitative assessment indicates that an investment is impaired, a loss is recorded equal to the difference between the fair value and carrying value of the investment.

As of September 30, 2025 the Company valued this investment at zero and recorded an impairment expense of $3,325,045 (see Note 5 – Investments, Impairment and Credit Losses for further details).
Mining of Digital Assets

Mining of Digital Assets

The Company leases digital asset mining equipment, which provides hash calculations to a mining pool operator. The Company derives a portion of its revenue from its digital asset mining activities by providing hash calculations as part of transaction verification services within the digital currency networks of cryptocurrencies, such as bitcoin, commonly termed “cryptocurrency mining.” In consideration for these services, the Company receives digital awards which are recorded as revenue, based on the daily amount of bitcoin earned. The Company’s digital assets are recorded on the balance sheet at their fair value according to the Company’s accounting practices for digital assets. Unrealized gains or losses on the remeasurement of digital assets mined are recorded in the statement of operations. Lease costs associated with the digital asset mining operation are recorded as cost of revenue.
Inventory

Inventory

The Company capitalizes inventory costs associated with products when future commercialization is considered probable, and a future economic benefit is expected to be realized. These costs consist of finished goods, raw materials, manufacturing-related costs, transportation and freight, and other indirect overhead costs.

Inventory is comprised of carbon fiber velvet thermal interface solutions and internal short circuit batteries, which are available for sale, exoskeleton devices, as well as raw materials and work in process related primarily to the manufacture of safe cases. Safe cases provide a safe and cost-effective solution to commercially store and transport lithium batteries and mitigate the impacts of cell-to-cell thermal runway propagation. Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. The cost of inventory that is sold to third parties is included within cost of sales. The Company periodically reviews for slow-moving, excess or obsolete inventories. Products that are determined to be obsolete, if any, are written down to net realizable value. On occasion, the Company pays for inventory prior to receiving the goods. These payments are recorded as inventory deposits until the goods are received and these costs are included in the current asset section of the condensed consolidated balance sheet.

Inventory at September 30, 2025 and December 31, 2024 was comprised of the following:

​

​

​

​

​

​

​

​

​

    

September 30, 

    

December 31, 

​

​

2025

​

2024

Raw materials

​

$

484,005

​

$

363,224

Finished goods

​

 

300,604

​

 

182,243

Total inventory

​

$

784,609

​

$

545,467

​

As of September 30, 2025 and December 31, 2024, inventory deposits were $457,892 and $0, respectively, which consists of inventory purchases of goods that were paid for but not received as of period end.

Finished goods inventory is held on-site at the San Diego, California and Webster, Texas locations. Certain raw materials are held off-site with certain contract manufacturers.
Fair Value Measurements

Fair Value Measurements

The Company measures the fair value of financial assets and liabilities based on the guidance of Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)

The carrying amounts of the Company’s financial assets and financial liabilities, such as cash, accounts receivable, loan receivable, accounts payable, accrued expenses and other current liabilities, notes payable and loan payable approximate fair values due to the short-term nature of these instruments.

The carrying amount of the Company’s digital assets are recorded at fair value in accordance with ASC 820, Fair Value Measurement (“ASC 820”), based on quoted prices on the active exchange(s) that the Company has determined is the principal market for such assets (Level I inputs). The cost basis of digital assets is determined using the specific identification of each unit received. Realized and unrealized gains and losses are recorded to other (expense) income, net in our condensed consolidated statement of operations.

The Company accounts for its equity investments under the measurement alternative provided in ASC 321, whereby the equity investment is initially recorded at cost, (including transaction costs), and is subsequently remeasured at fair value in accordance with the provisions on ASC 820 when it is impaired, or when the Company identifies observable price changes in orderly transactions for the identical or similar investment of the same issuer.
Revenue Recognition

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation.

The following five steps are applied to achieve that core principle:

●Step 1: Identify the contract with the customer;
●Step 2: Identify the performance obligations in the contract;
●Step 3: Determine the transaction price;
●Step 4: Allocate the transaction price to the performance obligations in the contract; and
●Step 5: Recognize revenue when the company satisfies a performance obligation.

For sales contracts with terms of more than one year, the Company recognizes any significant financing component as revenue over the contractual period using the effective interest method, and the associated interest income is reflected accordingly on the condensed consolidated statements of operations and included in other income.

Principal versus Agent Considerations

The Company evaluates its role under ASC 606 to determine whether it acts as a principal or agent where third-party sellers fulfill or ship orders to customers. The Company recognizes revenue on a gross or net basis depending on whether it acts as a principal or an agent in the transaction. The determination is based on an evaluation of whether the Company controls the specified good or service before it is transferred to the customer.

During the three and nine months ended September 30, 2025 and 2024, the Company recognized revenue primarily from the following different types of contracts:

●Product sales – Revenue is recognized at the point in time the customer obtains control of the goods and the Company satisfies its performance obligation, which is generally at the time it ships the product to the customer. For certain product sales contracts, the Company acts as an agent and revenue in connection with these contracts is presented net of the related costs. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service before transfer to the customer. When the Company concludes that it controls the good or service before transfer to the customer, the Company is considered a principal in the transaction and records revenue on a gross basis. When the Company concludes that it does not control the good or service before transfer to the customer but arranges for another entity to provide the good or service, the Company acts as an agent and records revenue on a net basis in the amount it earns for its agent service.
●Contract services – Revenue is recognized pursuant to the terms of each individual contract when the Company satisfies the respective performance obligations, which could be recognized at a point in time or over the term of the contract. Contract services revenue that is recognized over time may be recognized using the input method, based on labor hours expended, or using the output method based on milestones achieved, depending on the contract.
●Mining of digital assets – The Company has entered into lease agreements with a digital assets mining services company to operate digital asset mining machines on behalf of the Company and provide mining pool operating and hosting services. Pursuant to these agreements, the Company provides computing power to the mining pool operator. The Company is entitled to digital asset awards once it begins to perform hash calculations for the pool operator in accordance with the operator’s specifications. The Company’s fractional share is based on the total blocks expected to be generated on the Bitcoin network for the daily 24-hour period. Revenue from digital assets is considered non-cash consideration.
●Grant revenue - The Company has determined that government grant revenue does not fall under the Financial Accounting Standards Board (“FASB”) ASC 606. Under the grant contract, the State of Texas receives no direct benefit from the product development, and therefore does not meet the definition of a customer pursuant to ASC 606. As there is no authoritative guidance under U.S. GAAP on accounting for grants to for-profit business entities, the Company has applied the guidance in ASC 958 Not-for-Profit Entities by analogy. Further, the Texas Grant is considered a conditional contribution because the Texas Grant can only be used to reimburse allowable expenses. The grant is for the research and development of cold-temperature lithium-ion battery solutions for the next generation of Lunar and Martian missions which is part of the Company’s ongoing major or central activities. As such, the grant is considered revenue, which is only recognized when qualifying costs are incurred and it is reasonably assured that the conditions will be met. Grant revenue during the three and nine months ended September 30, 2025, was $501,032, for the reimbursement of equipment purchases totaling $255,728, and R&D expenses totaling $245,304.

The following table summarizes the Company’s revenue recognized in its condensed consolidated statements of operations:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended

​

For the Nine Months Ended

​

​

September 30, 

​

September 30, 

​

    

2025

    

2024

    

2025

    

2024

Revenue Recognized at a Point in Time:

​

​

​

​

​

​

​

​

​

​

​

​

Product sales

​

$

1,624,929

​

$

765,201

​

$

4,763,554

​

$

2,515,063

Contract services

​

​

362,276

​

​

1,149,667

​

​

1,783,273

​

​

2,851,374

IP license

​

​

—

​

​

1,028,767

​

​

—

​

​

1,028,767

Grant revenue

​

​

501,032

​

​

—

​

​

501,032

​

​

—

Total

​

​

2,488,237

​

​

2,943,635

​

​

7,047,859

​

​

6,395,204

Revenue Recognized Over Time:

​

​

​

​

​

​

​

​

​

​

​

​

Mining of digital assets

​

​

4,396,603

​

​

—

​

​

6,085,452

​

​

—

Contract services

​

 

—

​

 

242,143

​

 

173,132

​

 

971,683

Total Revenue

​

$

6,884,840

​

$

3,185,778

​

$

13,306,443

​

$

7,366,887

​

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and deferred revenues (contract liabilities) on the condensed consolidated balance sheet. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, we sometimes receive advances or deposits from our customers resulting in contract liabilities. As of September 30, 2025, the Company had billed accounts receivable of $2,956,726 and unbilled accounts receivable of $1,670,352. As of December 31, 2024, the Company had billed accounts receivable of $3,431,007 and unbilled accounts receivable of $660,672. Deferred revenues were $21,489 and $32,768 as of September 30, 2025 and December 31, 2024, respectively.
Net Loss Per Share of Common Stock

Net Loss Per Share of Common Stock

Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of vested shares of common stock outstanding during the period. Diluted net loss per share of common stock is computed by dividing net loss by the weighted average number of common and dilutive common-equivalent shares outstanding during each period.

​

The following table presents the computation of basic and diluted net loss per share of common stock:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

For the Three Months Ended

    

For the Nine Months Ended

​

​

September 30, 

​

September 30, 

​

​

2025

    

2024

​

2025

    

2024

Numerator:

 

​

  

    

​

  

 

​

  

    

​

  

Net loss

​

$

(6,973,915)

​

$

(2,003,764)

​

$

(17,638,424)

​

$

(12,903,168)

​

​

​

​

​

​

​

​

​

​

​

​

​

Denominator (weighted average quantities):

​

 

​

​

 

​

​

 

​

​

 

​

Common shares issued

​

 

41,056,406

​

 

24,262,880

​

 

37,721,144

​

 

21,665,808

Less: Treasury shares purchased

​

 

(21,922)

​

 

(16,395)

​

 

(21,323)

​

 

(16,395)

Less: Unvested restricted stock awards

​

​

(7,812)

​

​

(53,397)

​

​

(8,402)

​

​

(91,067)

Add: Accrued issuable equity

​

​

17,108

​

​

25,662

​

​

14,964

​

​

17,139

Add: Vested unissued restricted stock units

​

​

93,750

​

​

93,750

​

​

93,750

​

​

93,750

Denominator for basic and diluted net loss per share

​

​

41,137,530

​

​

24,312,500

​

​

37,800,133

​

​

21,669,235

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted net loss per common share

​

$

(0.17)

​

$

(0.08)

​

$

(0.47)

​

$

(0.60)

​

The following shares were excluded from the calculation of weighted average dilutive shares of common stock for the three and nine months ended September 30, 2025 and for the three and nine months ended September 30, 2024 because their inclusion would have been anti-dilutive:

​

​

​

​

​

​

​

    

For the Three and Nine

    

For the Three and Nine

​

​

Months Ended

​

Months Ended

​

​

September 30, 2025

​

September 30, 2024

Unvested restricted stock awards

​

7,812

​

18,750

Unvested restricted stock units

​

1,158,816

​

442,201

Options

 

26,250

​

67,293

Warrants

​

88,905

​

339,323

Total

 

1,281,783

​

867,567

​
Subsequent Events

Subsequent Events

The Company has evaluated subsequent events through the date on which these unaudited condensed consolidated financial statements were issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed in Note 15 – Subsequent Events.
Segment Reporting

Segment Reporting

Operating segments are components of an enterprise for which separate financial information is available and regularly reviewed by management in deciding how to allocate resources and evaluate performance. Management has determined that the Company has two significant operating segments: Energy Management Platform and Mining of Digital Assets, as discussed more fully in Note 14. In determining the appropriateness of segment definition, the Company considers the criteria of Accounting Standards Codification (“ASC”) 280, Segment Reporting.
Recent Issued Accounting Pronouncements

Recent Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This update also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in ASU 2023 – 09 are effective for annual periods beginning after December 15, 2024, with early adoption permitted. Since this new ASU addresses only disclosures, the Company does not expect the adoption of this ASU to have any material impact on its financial condition, results of operations, or cash flows. The Company expects that the adoption of ASU 2023-09 will require certain additional income tax disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures. ASU 2024-03 is intended to improve disclosures about a public business entity’s expenses and provide more detailed information to investors about the types of expenses in commonly presented expense captions. The amendments in this ASU will be applied retrospectively and are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of implementing this guidance.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical‐expedient election that permits an entity to assume that current conditions as of the reporting date will not change over the remaining life of certain current accounts receivable and contract assets arising from transactions accounted for under ASC 606, “Revenue from Contracts with Customers.” The guidance is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for reporting periods for which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the impact of implementing this guidance. Based on a preliminary assessment, the Company does not expect the adoption of this ASU will result in a material change to our accounting policies, results of operation, financial position or cash flows.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The guidance removes all references to project stages throughout ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs. It is intended to modernize the accounting for internal-use software costs to reflect the evolution of software development practices. The amendments are effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of implementing this guidance.
v3.25.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 9 Months Ended
Sep. 30, 2025
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Schedule of concentrations of credit risk

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue

​

Accounts Receivable

 

​

​

For the Three Months Ended

​

For the Nine Months Ended

​

As of

​

As of

 

​

​

September 30, 

​

September 30, 

​

September 30, 

    

December 31, 

 

​

    

2025

    

2024

    

2025

    

2024

    

2025

​

2024

 

Customer A

 

69

%

*

​

48

%

*

​

*

​

*

​

Customer B

 

*

​

32

%

*

​

*

​

21

%

*

​

Customer C

 

*

​

*

​

*

​

14

%

*

​

25

%

Customer D

​

*

​

*

​

*

​

13

%

*

​

*

​

Customer E

​

*

​

21

%

*

​

*

​

*

​

*

​

Customer F

​

*

​

*

​

*

​

10

%

*

​

*

​

Customer G

​

*

​

*

​

*

​

*

​

27

%

*

​

Customer H

 

*

​

*

​

*

​

*

​

27

%

41

%

Customer I

​

*

​

*

​

*

​

*

​

*

​

16

%

Total

 

69

%

53

%

48

%

37

%

75

%

82

%

*

Less than 10%

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended

 

For the Nine Months Ended

​

​

    

September 30, 

 

September 30, 

​

​

    

2025

    

2024

    

2025

    

2024

​

Vendor A

 

45

%

*

​

14

%

*

​

Vendor B

 

*

​

*

​

12

%

*

​

Vendor C

​

*

​

*

​

*

​

12

%

​

 

45

%

0

%

26

%

12

%

*Less than 10%
Schedule of inventory

​

​

​

​

​

​

​

​

​

    

September 30, 

    

December 31, 

​

​

2025

​

2024

Raw materials

​

$

484,005

​

$

363,224

Finished goods

​

 

300,604

​

 

182,243

Total inventory

​

$

784,609

​

$

545,467
Schedule of revenue recognized

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended

​

For the Nine Months Ended

​

​

September 30, 

​

September 30, 

​

    

2025

    

2024

    

2025

    

2024

Revenue Recognized at a Point in Time:

​

​

​

​

​

​

​

​

​

​

​

​

Product sales

​

$

1,624,929

​

$

765,201

​

$

4,763,554

​

$

2,515,063

Contract services

​

​

362,276

​

​

1,149,667

​

​

1,783,273

​

​

2,851,374

IP license

​

​

—

​

​

1,028,767

​

​

—

​

​

1,028,767

Grant revenue

​

​

501,032

​

​

—

​

​

501,032

​

​

—

Total

​

​

2,488,237

​

​

2,943,635

​

​

7,047,859

​

​

6,395,204

Revenue Recognized Over Time:

​

​

​

​

​

​

​

​

​

​

​

​

Mining of digital assets

​

​

4,396,603

​

​

—

​

​

6,085,452

​

​

—

Contract services

​

 

—

​

 

242,143

​

 

173,132

​

 

971,683

Total Revenue

​

$

6,884,840

​

$

3,185,778

​

$

13,306,443

​

$

7,366,887
Schedule of of basic and diluted net loss per share of common stock

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

For the Three Months Ended

    

For the Nine Months Ended

​

​

September 30, 

​

September 30, 

​

​

2025

    

2024

​

2025

    

2024

Numerator:

 

​

  

    

​

  

 

​

  

    

​

  

Net loss

​

$

(6,973,915)

​

$

(2,003,764)

​

$

(17,638,424)

​

$

(12,903,168)

​

​

​

​

​

​

​

​

​

​

​

​

​

Denominator (weighted average quantities):

​

 

​

​

 

​

​

 

​

​

 

​

Common shares issued

​

 

41,056,406

​

 

24,262,880

​

 

37,721,144

​

 

21,665,808

Less: Treasury shares purchased

​

 

(21,922)

​

 

(16,395)

​

 

(21,323)

​

 

(16,395)

Less: Unvested restricted stock awards

​

​

(7,812)

​

​

(53,397)

​

​

(8,402)

​

​

(91,067)

Add: Accrued issuable equity

​

​

17,108

​

​

25,662

​

​

14,964

​

​

17,139

Add: Vested unissued restricted stock units

​

​

93,750

​

​

93,750

​

​

93,750

​

​

93,750

Denominator for basic and diluted net loss per share

​

​

41,137,530

​

​

24,312,500

​

​

37,800,133

​

​

21,669,235

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted net loss per common share

​

$

(0.17)

​

$

(0.08)

​

$

(0.47)

​

$

(0.60)
Schedule of shares were excluded from the calculation of weighted average dilutive shares of common stock because their inclusion would have been anti-dilutive

​

​

​

​

​

​

​

    

For the Three and Nine

    

For the Three and Nine

​

​

Months Ended

​

Months Ended

​

​

September 30, 2025

​

September 30, 2024

Unvested restricted stock awards

​

7,812

​

18,750

Unvested restricted stock units

​

1,158,816

​

442,201

Options

 

26,250

​

67,293

Warrants

​

88,905

​

339,323

Total

 

1,281,783

​

867,567
v3.25.3
DIGITAL ASSETS (Tables)
 9 Months Ended
Sep. 30, 2025
DIGITAL ASSETS  
Schedule of reconciliation of the fair value of Bitcoin

​

​

​

​

​

​

    

Digital Assets and

​

​

Digital Assets Held

​

​

As Collateral

Beginning balance at December 31, 2024

​

$

20,281,184

Additions - purchased

​

 

79,700,002

Additions - mined

​

​

6,085,452

Dispositions

​

 

—

Change in fair value

​

 

14,456,623

Balance, September 30, 2025

​

$

120,523,261
Schedule of loans payable

​

​

​

​

​

​

    

Loan

​

​

Payable

Outstanding, January 1, 2025

​

$

—

Proceeds from loan payable

​

 

8,000,000

Repayments in cash

​

 

(4,200,000)

Total loan payable as of September 30, 2025

​

$

3,800,000
v3.25.3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)
 9 Months Ended
Sep. 30, 2025
PREPAID EXPENSES AND OTHER CURRENT ASSETS  
Schedule of prepaid expenses and other current assets

​

​

​

​

​

​

​

​

​

    

September 30, 

    

December 31, 

​

    

2025

    

2024

Bitcoin mining leases

​

$

1,537,583

​

$

—

Professional fees

​

​

410,191

​

​

40,142

Deferred expenses

​

​

362,540

​

​

405,463

Insurance

​

​

269,641

​

​

—

Security deposits

​

​

50,213

​

​

50,213

Dues and subscriptions

​

​

27,883

​

​

25,355

Marketing and advertising

​

​

10,000

​

​

285,000

Vendor receivables

​

​

7,386

​

​

7,386

Compensation costs

​

​

—

​

​

275,000

Other

​

​

73,612

​

​

52,981

Total prepaid expenses and other current assets

​

$

2,749,049

​

$

1,141,540

​
v3.25.3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)
 9 Months Ended
Sep. 30, 2025
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES  
Schedule of accrued expenses and other liabilities

​

​

​

​

​

​

​

​

​

​

September 30, 

​

December 31, 

​

    

2025

    

2024

Payroll and vacation

​

$

387,709

​

$

369,847

Professional fees

​

​

285,368

​

​

176,875

Inventory purchases

​

​

280,301

​

​

332,094

Sales tax payable

​

​

116,328

​

​

111,732

Research and development

​

​

85,427

​

​

50,000

Interest payable

​

​

37,479

​

​

24,102

Business development

​

 

36,179

​

​

—

Royalties

​

 

35,026

​

​

48,402

Equipment purchases

​

​

16,604

​

​

32,717

Sales and marketing

​

 

8,886

​

​

—

Other

​

​

10,752

​

​

25,643

Total accrued expenses and other liabilities

​

​

1,300,059

​

​

1,171,412

Less: current portion

​

​

(1,300,059)

​

​

(1,160,446)

Other non-current liabilities

​

$

—

​

$

10,966

​
v3.25.3
ACCRUED ISSUABLE EQUITY (Tables)
 9 Months Ended
Sep. 30, 2025
ACCRUED ISSUABLE EQUITY  
Schedule of accrued issuable equity

​

​

​

​

​

​

​

For the Nine Months Ended

​

    

September 30, 2025

Beginning balance at January 1, 2025

​

$

420,427

Additions

​

​

210,904

Gain from mark-to-market

​

​

(409,091)

Shares issued in satisfaction of accrued issuable equity

​

​

(69,500)

Fair value at September 30, 2025

​

$

152,740
v3.25.3
LEASES (Tables)
 9 Months Ended
Sep. 30, 2025
LEASES  
Schedule of maturities of lease liabilities

Maturities of lease liabilities as of September 30, 2025, were as follows:

​

​

​

​

​

​

​

​

​

​

​

Year

    

Operating Lease

    

Financing Lease

    

Total

10/1/25 to 12/31/25

​

$

181,515

​

$

659

​

$

182,174

2026

​

​

496,224

​

​

2,636

​

​

498,860

2027

​

​

511,772

​

​

1,318

​

​

513,090

2028

​

 

527,319

​

 

—

​

 

527,319

2029

​

​

180,092

​

​

—

​

​

180,092

Thereafter

​

​

—

​

​

—

​

​

—

Total future minimum lease payments

​

 

1,896,922

​

 

4,613

​

 

1,901,535

Less: amount representing imputed interest

​

​

(308,334)

​

​

(138)

​

​

(308,472)

Present value of lease liabilities

​

​

1,588,588

​

​

4,475

​

​

1,593,063

Less: current portion

​

​

(414,436)

​

​

(2,526)

​

​

(416,962)

Lease liabilities, non current portion

​

$

1,174,152

​

$

1,949

​

$

1,176,101
Schedule of supplemental cash flow information related to the leases

​

​

​

​

​

​

​

​

​

​

    

For the Nine Months Ended

 

​

 

September 30, 

​

​

    

2025

    

2024

​

Cash paid for amounts included in the measurement of lease liabilities:

​

​

​

​

​

​

​

Operating cash flows from operating lease

​

$

415,482

​

$

236,207

​

Repayment of finance lease liability

​

$

1,840

​

$

850

​

Right-of-use assets obtained in exchange for lease obligations

​

​

​

​

​

​

​

Operating leases

​

$

691,852

​

$

1,534,902

​

Financing leases

​

​

N/A

​

$

7,768

​

Weighted Average Remaining Lease Term (Years)

​

​

​

​

​

​

​

Operating leases

​

​

3.45

years

​

3.64

years

Financing leases

​

​

1.75

years

​

2.75

years

Weighted Average Discount Rate

​

​

​

​

​

​

​

Operating leases

​

​

10.0

%  

​

10.0

%

Financing leases

​

​

10.0

%  

​

10.0

%

​
v3.25.3
NOTES PAYABLE (Tables)
 9 Months Ended
Sep. 30, 2025
NOTES PAYABLE  
Summary of notes payable activity

​

​

​

​

​

​

​

​

​

​

​

​

    

Notes

    

Debt

    

​

​

​

​

Payable

​

Discount

​

Total

Outstanding, January 1, 2025

​

$

577,674

​

$

(82,878)

 

$

494,796

Repayments in cash

​

 

(577,674)

​

 

—

 

​

(577,674)

Amortization of debt discount

​

 

—

​

 

82,878

 

​

82,878

Total notes payable as of September 30, 2025

​

$

—

​

$

—

​

$

—

​
v3.25.3
STOCKHOLDERS' EQUITY (Tables)
 9 Months Ended
Sep. 30, 2025
STOCKHOLDERS' EQUITY  
Summary of warrants activity

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

    

Weighted

    

Weighted

    

​

​

​

​

​

​

Average

​

Average

​

​

​

​

​

Number of

​

Exercise

​

Remaining

​

Intrinsic

​

​

Warrants

​

Price

​

Term (Yrs)

​

Value

Outstanding, January 1, 2025

 

88,905

​

$

8.50

 

  

 

​

  

Issued

 

—

​

 

—

 

  

 

​

  

Exercised

 

—

​

 

—

 

  

 

​

  

Expired

 

—

​

 

—

 

  

 

​

  

Forfeited

 

—

​

 

—

 

  

 

​

  

Outstanding, September 30, 2025

 

88,905

​

$

8.50

 

0.3

​

$

—

​

​

​

​

​

​

​

​

​

​

​

Exercisable, September 30, 2025

 

88,905

​

$

8.50

 

0.3

​

$

—
Summary of outstanding and exercisable warrants

A summary of outstanding and exercisable warrants as of September 30, 2025, is presented below:

​

​

​

​

​

​

​

​

​

Warrants Outstanding

​

Warrants Exercisable

​

​

​

​

​

Weighted

​

 

​

​

​

Outstanding

​

Average

​

Exercisable

Exercise

​

Number of

​

Remaining Life

​

Number of

Price

    

Warrants

    

In Years

    

Warrants

$

8.00

​

66,667

​

0.3

​

66,667

$

10.00

​

22,238

​

0.3

​

22,238

​

​

​

88,905

​

0.3

​

88,905
Schedule of information relating to stock -based compensation

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

For The Three Months Ended

​

For The Nine Months Ended

​

    

September 30, 

​

September 30, 

​

    

2025

    

2024

    

2025

    

2024

Shares issued for legal and consulting services

​

$

—

​

$

49,220

​

$

26,070

​

$

76,360

Shares issued to board members

​

​

—

​

​

—

​

​

—

​

​

17,400

Accrued issuable equity (common stock)

​

 

59,585

​

 

19,160

​

 

210,904

​

 

72,537

Amortization of stock options

​

 

10,547

​

​

9,411

​

 

37,493

​

 

70,617

Amortization of restricted stock awards and units

​

 

1,217,942

​

 

(21,592)

​

 

4,235,774

​

 

1,574,242

Total

​

$

1,288,074

​

$

56,199

​

$

4,510,241

​

$

1,811,156
Summary of stock options activity

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

    

Weighted

    

Weighted

    

    

​

​

​

​

​

Average

​

Average

​

​

​

​

​

Number of

​

Exercise

​

Remaining

​

Intrinsic

​

​

Options

​

Price

​

Term (Yrs)

​

Value

Outstanding, January 1, 2025

 

40,938

​

$

11.88

 

  

 

​

  

Granted

 

6,250

​

 

9.60

 

  

 

​

  

Forfeited

 

(19,250)

​

 

12.40

 

  

 

​

  

Exercised

​

(1,688)

​

​

6.48

​

​

​

​

​

Outstanding, September 30, 2025

 

26,250

​

$

11.31

 

3.9

​

$

10,563

​

​

​

​

​

​

​

​

​

​

​

Exercisable, September 30, 2025

 

13,285

​

$

13.68

 

1.9

​

$

2,642
Schedule of information related to stock options exercise price

The following table presents information related to stock options as September 30, 2025:

​

​

​

​

​

​

​

​

Options Outstanding

​

Options Exercisable

​

​

​

​

Weighted

​

​

​

​

Outstanding

​

Average

​

Exercisable

Exercise

​

Number of

​

Remaining Life

​

Number of

Price

    

Options

    

In Years

    

Options

$2.24 - $7.92

 

5,625

​

3.4

​

2,032

$9.60 - $12.00

 

8,125

​

2.1

​

938

$12.40 - $15.92

 

6,250

​

1.6

​

5,626

$16.40 - $18.48

 

6,250

​

1.5

​

4,689

​

 

26,250

​

1.9

​

13,285

​
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

​

​

​

​

​

​

​

​

​

​

​

​

    

For The Three Months Ended

    

For The Nine Months Ended

​

​

​

September 30, 

 

September 30, 

​

​

​

2025

    

2024

 

2025

    

2024

​

Risk free interest rate

 

N/A

​

N/A

​

4.15

%

4.27% - 4.81

%

Expected term (years)

 

N/A

​

N/A

​

6.3

​

3.8

​

Expected volatility

 

N/A

​

N/A

​

120

%

110% - 114

%

Expected dividends

 

N/A

​

N/A

​

0

%

0

%
Schedule of restricted stock awards (RSAs) activity

​

​

​

​

​

​

​

​

​

​

​

Weighted Average

​

​

Shares of Restricted

​

Grant Date

​

    

Common Stock

    

Fair Value

Non-vested RSAs, January 1, 2025

 

9,375

​

$

16.48

Granted

 

—

​

 

—

Vested

 

(1,563)

​

 

16.64

Forfeited

 

—

​

 

—

Non-vested RSAs, September 30, 2025

 

7,812

​

$

16.45
Schedule of restricted stock units (RSUs) activity

​

​

​

​

​

​

​

​

​

​

​

Weighted Average

​

​

Shares of Restricted

​

Grant Date

​

    

Common Stock

    

Fair Value

Non-vested RSUs, January 1, 2025

 

717,829

​

$

10.47

Granted

 

626,783

​

​

19.55

Vested

 

(141,200)

​

​

8.34

Forfeited

​

(44,596)

​

​

12.14

Non-vested RSUs, September 30, 2025

​

1,158,816

​

$

15.60

​

​

​

​

​

​

Vested RSUs undelivered September 30, 2025

​

93,750

​

$

16.40
v3.25.3
SEGMENT REPORTING (Tables)
 9 Months Ended
Sep. 30, 2025
SEGMENT REPORTING  
Schedule of reconciliation of segment profit (loss) to consolidated net income

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended

​

​

September 30, 2025

​

September 30, 2024

​

​

Energy

​

​

​

​

​

​

​

​

​

​

Energy

​

​

​

​

​

​

​

​

​

​

​

Management

​

Bitcoin

​

Corporate &

​

​

​

​

Management

​

Bitcoin

​

Corporate &

​

​

​

​

    

Platform

    

Mining

    

Other

    

Total

    

Platform

    

Mining

    

Other

    

Total

Revenue

​

$

2,488,237

​

$

4,396,603

​

$

—

​

$

6,884,840

​

$

3,185,778

​

$

—

​

$

—

​

$

3,185,778

Cost of revenue

​

 

2,066,887

​

 

4,189,073

​

 

—

​

 

6,255,960

​

 

928,326

​

 

—

​

 

—

​

 

928,326

Gross Profit

​

 

421,350

​

 

207,530

​

 

—

​

 

628,880

​

 

2,257,452

​

 

—

​

 

—

​

 

2,257,452

Operating Expenses

​

 

​

​

 

​

​

 

​

​

 

​

​

 

​

​

 

  

​

 

  

​

 

​

Research and development

​

 

2,323,010

​

 

—

​

 

—

​

 

2,323,010

​

 

1,232,333

​

 

—

​

 

—

​

 

1,232,333

Selling, general, and administrative

​

 

6,062,159

​

 

201,644

​

 

—

​

 

6,263,803

​

 

2,735,419

​

 

—

​

 

—

​

 

2,735,419

Credit losses on accounts receivable

​

​

780,643

​

​

—

​

​

—

​

​

780,643

​

​

—

​

​

—

​

​

—

​

​

—

Total Operating Expenses

​

 

9,165,812

​

 

201,644

​

 

—

​

 

9,367,456

​

 

3,967,752

​

 

—

​

 

—

​

 

3,967,752

Segment Operating (Loss) Gain

​

 

(8,744,462)

​

 

5,886

​

 

—

​

 

(8,738,576)

​

 

(1,710,300)

​

 

—

​

 

—

​

 

(1,710,300)

Other (Expense) Income

​

 

​

​

 

​

​

 

​

​

 

​

​

 

​

​

 

  

​

 

  

​

 

​

Other segment (expense) income(1)

​

 

84,833

​

 

—

​

 

—

​

 

84,833

​

 

(293,464)

​

 

—

​

 

—

​

 

(293,464)

Impairment of equity investment

​

​

(3,325,045)

​

​

—

​

​

—

​

​

(3,325,045)

​

​

—

​

​

—

​

​

—

​

​

—

Credit loss on convertible loan receivable

​

​

(1,832,690)

​

​

—

​

​

—

​

​

(1,832,690)

​

​

—

​

​

—

​

​

—

​

​

—

Change in fair value of digital assets

​

 

—

​

 

—

​

 

6,837,563

​

 

6,837,563

​

 

—

​

 

—

​

 

—

​

 

—

Total Other Income (Expense), net

​

 

(5,072,902)

​

 

—

​

 

6,837,563

​

 

1,764,661

​

 

(293,464)

​

 

—

​

 

—

​

 

(293,464)

Net (Loss) Income

​

$

(13,817,364)

​

$

5,886

​

$

6,837,563

​

$

(6,973,915)

​

$

(2,003,764)

​

$

—

​

$

—

​

$

(2,003,764)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Nine Months Ended

​

​

September 30, 2025

​

September 30, 2024

​

​

Energy 

 

​

​

 

​

​

 

​

​

 

Energy 

 

​

​

 

​

​

​

​

​

​

 

Management 

 

Bitcoin 

 

Corporate &

​

​

​

 

Management 

 

Bitcoin 

 

Corporate &

​

​

​

​

    

Platform

    

Mining

    

Other

    

Total

    

Platform

    

Mining

    

Other

    

Total

Revenue

​

$

7,220,991

​

$

6,085,452

​

$

—

​

$

13,306,443

​

$

7,366,887

​

$

—

​

$

—

​

$

7,366,887

Cost of revenue

​

 

5,805,171

​

 

5,952,337

​

 

—

​

 

11,757,508

​

 

4,026,018

​

 

—

​

 

—

​

 

4,026,018

Gross Profit

​

​

1,415,820

​

 

133,115

​

 

—

​

 

1,548,935

​

 

3,340,869

​

 

—

​

 

—

​

 

3,340,869

Operating Expenses

​

​

​

​

 

​

​

 

​

​

 

​

​

 

​

​

 

  

​

 

  

​

 

​

Research and development

​

 

7,209,664

​

 

—

​

 

—

​

 

7,209,664

​

 

3,492,144

​

 

—

​

 

—

​

 

3,492,144

Selling, general, and administrative

​

 

20,889,583

​

 

302,466

​

 

—

​

 

21,192,049

​

 

11,542,820

​

 

—

​

 

—

​

 

11,542,820

Credit losses on accounts receivable

​

​

780,643

​

​

—

​

​

—

​

​

780,643

​

​

—

​

​

—

​

​

—

​

​

—

Total Operating Expenses

​

 

28,879,890

​

 

302,466

​

 

—

​

 

29,182,356

​

 

15,034,964

​

 

—

​

 

—

​

 

15,034,964

Segment Operating (Loss) Gain

​

 

(27,464,070)

​

 

(169,351)

​

 

—

​

 

(27,633,421)

​

 

(11,694,095)

​

 

—

​

 

—

​

 

(11,694,095)

Other (Expense) Income

​

​

​

​

 

​

​

 

​

​

 

​

​

 

​

​

 

  

​

 

  

​

 

​

Other segment (expense) income(1)

​

 

696,109

​

 

—

​

 

—

​

 

696,109

​

 

(1,209,073)

​

 

—

​

 

—

​

 

(1,209,073)

Impairment of equity investment

​

​

(3,325,045)

​

​

—

​

​

—

​

​

(3,325,045)

​

​

—

​

​

—

​

​

—

​

​

—

Credit loss on convertible loan receivable

​

​

(1,832,690)

​

​

—

​

​

—

​

​

(1,832,690)

​

​

—

​

​

—

​

​

—

​

​

—

Change in fair value of digital assets

​

 

—

​

 

—

​

 

14,456,623

​

 

14,456,623

​

 

—

​

 

—

​

 

—

​

 

—

Total Other Income (Expense), net

​

 

(4,461,626)

​

 

—

​

 

14,456,623

​

 

9,994,997

​

 

(1,209,073)

​

 

—

​

 

—

​

 

(1,209,073)

Net (Loss) Income

​

$

(31,925,696)

​

$

(169,351)

​

$

14,456,623

​

$

(17,638,424)

​

$

(12,903,168)

​

$

—

​

$

—

​

$

(12,903,168)

(1)

Other segment expenses and losses include interest income, interest expense, amortization of debt discount, gain (loss) on extinguishment of debt and change in fair value of accrued issuable equity.
Schedule of reconciliation of segment assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As of 

​

​

September 30, 2025

​

December 31, 2024

​

​

Energy 

​

​

​

​

​

​

​

​

​

​

Energy

​

​

​

​

​

​

​

​

​

​

​

Management 

​

Bitcoin 

​

Corporate &

​

​

​

​

 Management 

​

Bitcoin 

​

Corporate &

​

​

​

​

    

Platform

    

Mining

    

Other

    

Total

    

Platform

    

Mining

    

Other

    

Total

Segment Assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash

​

$

20,588,596

​

$

—

​

$

—

​

$

20,588,596

​

$

29,831,858

​

$

—

 

​

—

​

$

29,831,858

Digital assets

​

 

—

​

 

6,353,264

​

 

114,169,997

​

 

120,523,261

​

 

—

​

 

—

 

​

20,281,184

​

 

20,281,184

All other assets

​

 

14,950,957

​

 

—

​

 

—

​

 

14,950,957

​

 

12,814,145

​

 

—

 

​

—

​

 

12,814,145

Total Assets

​

$

35,539,553

​

$

6,353,264

​

$

114,169,997

​

$

156,062,814

​

$

42,646,003

​

$

—

​

$

20,281,184

​

$

62,927,187
v3.25.3
ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details)
Jun. 23, 2025
ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION  
Conversion to common shares 0.125
v3.25.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Customer, Revenue and Vendor Concentrations (Details) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Dec. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Uninsured cash $ 20,088,596   $ 20,088,596   $ 29,331,858
Revenue | Total Customers | Revenue Concentrations          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Concentration risk percentage 69.00% 53.00% 48.00% 37.00%  
Revenue | Customer A | Revenue Concentrations          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Concentration risk percentage 69.00%   48.00%    
Revenue | Customer B | Revenue Concentrations          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Concentration risk percentage   32.00%      
Revenue | Customer C | Revenue Concentrations          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Concentration risk percentage       14.00%  
Revenue | Customer D | Revenue Concentrations          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Concentration risk percentage       13.00%  
Revenue | Customer E | Revenue Concentrations          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Concentration risk percentage   21.00%      
Revenue | Customer F | Revenue Concentrations          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Concentration risk percentage       10.00%  
Account Receivables | Total Customers | Revenue Concentrations          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Concentration risk percentage     75.00%   82.00%
Account Receivables | Customer B | Revenue Concentrations          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Concentration risk percentage     21.00%    
Account Receivables | Customer C | Revenue Concentrations          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Concentration risk percentage         25.00%
Account Receivables | Customer G | Revenue Concentrations          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Concentration risk percentage     27.00%    
Account Receivables | Customer H | Revenue Concentrations          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Concentration risk percentage     27.00%   41.00%
Account Receivables | Customer I | Revenue Concentrations          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Concentration risk percentage         16.00%
Accounts Payable | Vendor Concentrations | Total Vendors          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Concentration risk percentage 45.00% 0.00% 26.00% 12.00%  
Accounts Payable | Vendor Concentrations | Vendor A          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Concentration risk percentage 45.00%   14.00%    
Accounts Payable | Vendor Concentrations | Vendor B          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Concentration risk percentage     12.00%    
Accounts Payable | Vendor Concentrations | Vendor C          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Concentration risk percentage       12.00%  
v3.25.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Inventory and Equity investment (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2025
Dec. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES      
Amount of investment in investee $ 0 $ 0  
Impairment of equity investment 3,325,045 3,325,045  
Raw materials 484,005 484,005 $ 363,224
Finished goods 300,604 300,604 182,243
Total inventory 784,609 784,609 545,467
Inventory deposits $ 457,892 $ 457,892 $ 0
v3.25.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition and Accounts receivable (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Dec. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Credit losses on accounts receivable $ 780,643   $ 780,643    
Revenue 6,884,840 $ 3,185,778 13,306,443 $ 7,366,887  
Total Revenue 6,884,840 3,185,778 13,306,443 7,366,887  
Accounts receivable, billed value 2,956,726   2,956,726   $ 3,431,007
Accounts receivable, unbilled value 1,670,352   1,670,352   660,672
Deferred revenue 21,489   21,489   $ 32,768
Grant revenue          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Grant revenue 501,032   501,032    
Reimbursement of equipment purchases 255,728   255,728    
Reimbursement of R&D expenses 245,304   245,304    
Revenues Recognized at a Point in Time          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Total Revenue 2,488,237 2,943,635 7,047,859 6,395,204  
Revenues Recognized at a Point in Time | Product sales          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Revenue 1,624,929 765,201 4,763,554 2,515,063  
Revenues Recognized at a Point in Time | Contract services          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Revenue 362,276 1,149,667 1,783,273 2,851,374  
Revenues Recognized at a Point in Time | IP license          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Revenue   1,028,767   1,028,767  
Revenues Recognized at a Point in Time | Grant revenue          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Grant revenue 501,032   501,032    
Revenues Recognized Over Time | Mining of digital assets          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Revenue $ 4,396,603   6,085,452    
Revenues Recognized Over Time | Contract services          
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
Revenue   $ 242,143 $ 173,132 $ 971,683  
v3.25.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of basic and diluted net loss per common share (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Jun. 30, 2025
Mar. 31, 2025
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2025
Sep. 30, 2024
Numerator:                
Net Income (Loss) $ (6,973,915) $ 8,142,149 $ (18,806,658) $ (2,003,764) $ (5,890,528) $ (5,008,876) $ (17,638,424) $ (12,903,168)
Denominator (weighted average quantities):                
Common shares issued 41,056,406     24,262,880     37,721,144 21,665,808
Less: Treasury shares purchased (21,922)     (16,395)     (21,323) (16,395)
Less: Unvested restricted stock awards (7,812)     (53,397)     (8,402) (91,067)
Add: Accrued issuable equity 17,108     25,662     14,964 17,139
Add: Vested unissued restricted stock units 93,750     93,750     93,750 93,750
Denominator for basic net loss per share 41,137,530     24,312,500     37,800,133 21,669,235
Denominator for diluted net loss per share 41,137,530     24,312,500     37,800,133 21,669,235
Basic net loss per common share (In dollars per share) $ (0.17)     $ (0.08)     $ (0.47) $ (0.6)
Diluted net loss per common share (In dollars per share) $ (0.17)     $ (0.08)     $ (0.47) $ (0.6)
v3.25.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Shares were excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive (Details) - shares
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Number of shares were excluded from the calculation of weighted average dilutive common shares 1,281,783 867,567 1,281,783 867,567
Unvested restricted stock awards        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Number of shares were excluded from the calculation of weighted average dilutive common shares 7,812 18,750 7,812 18,750
Unvested restricted stock units        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Number of shares were excluded from the calculation of weighted average dilutive common shares 1,158,816 442,201 1,158,816 442,201
Employee Stock Option        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Number of shares were excluded from the calculation of weighted average dilutive common shares 26,250 67,293 26,250 67,293
Warrants        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Number of shares were excluded from the calculation of weighted average dilutive common shares 88,905 339,323 88,905 339,323
v3.25.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segment Reporting (Details)
 9 Months Ended
Sep. 30, 2025
segment
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Number of operating segments 2
v3.25.3
DIGITAL ASSETS (Details)
 3 Months Ended 9 Months Ended
Jul. 30, 2025
USD ($)
Jun. 20, 2025
USD ($)
May 16, 2025
USD ($)
Mar. 07, 2025
USD ($)
Sep. 30, 2025
USD ($)
item
Sep. 30, 2025
USD ($)
item
Dec. 31, 2024
USD ($)
DIGITAL ASSETS              
Units, Digital assets | item         1,056.69 1,056.69  
Cost Basis         $ 106,785,454 $ 106,785,454  
Fair Value         $ 120,523,261 120,523,261 $ 20,281,184
Bitcoin purchased           $ 79,700,002  
Bitcoin              
DIGITAL ASSETS              
Digital assets purchased, Units | item         90 783.81  
Average cost         $ 108,889 $ 101,683  
Bitcoin purchased         9,799,993 79,700,002  
Revenue recognized         $ 4,396,603 $ 6,085,452  
Bitcoin, First Machine              
DIGITAL ASSETS              
Lease agreement term       60 days      
Lease cost       $ 850,000      
Bitcoin, Second Machine              
DIGITAL ASSETS              
Lease agreement term     228 days        
Lease cost     $ 3,200,000        
Bitcoin, Third Machine              
DIGITAL ASSETS              
Lease agreement term   103 days          
Lease cost   $ 2,756,795          
Bitcoin, Fourth Machine              
DIGITAL ASSETS              
Lease agreement term 1 year            
Lease cost $ 2,646,250            
v3.25.3
DIGITAL ASSETS - Reconciliation of the fair value of Bitcoin (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2025
Reconciliation of the fair value    
Beginning balance at December 31, 2024   $ 20,281,184
Additions - purchased   79,700,002
Additions - mined   6,085,452
Change in fair value $ 6,837,563 14,456,623
Balance, September 30, 2025 $ 120,523,261 $ 120,523,261
v3.25.3
DIGITAL ASSETS - Loan Agreement (Details)
 1 Months Ended 2 Months Ended 3 Months Ended 9 Months Ended
Jul. 08, 2025
USD ($)
item
Nov. 14, 2025
item
Jul. 31, 2025
USD ($)
Nov. 18, 2025
USD ($)
Sep. 30, 2025
USD ($)
item
Sep. 30, 2025
USD ($)
item
Oct. 15, 2025
USD ($)
DIGITAL ASSETS              
Maximum borrowing capacity     $ 20,000,000        
Bitcoin purchased           $ 79,700,002  
Repayment of principal           4,200,000  
Repayment of interest           91,178  
Outstanding loan balance held as collateral         $ 7,983,990 $ 7,983,990  
Subsequent event              
DIGITAL ASSETS              
Repayment of principal       $ 3,800,000      
Repayment of interest       $ 49,139      
Asset pledged as collateral              
DIGITAL ASSETS              
Number of bitcoins held as collateral | item         70 70  
Bit coin              
DIGITAL ASSETS              
Bitcoin purchased         $ 9,799,993 $ 79,700,002  
Digital assets purchased, Units | item         90 783.81  
Bit coin | Subsequent event              
DIGITAL ASSETS              
Digital assets purchased, Units | item   7.43          
Loan Agreement              
DIGITAL ASSETS              
Debt principal amount $ 8,000,000            
Number of crypto assets | item 232            
Loan fee percent     8.00%        
Collateral coverage ratio percent     156.25%        
Borrowed amount $ 8,000,000            
Loan Agreement | Subsequent event              
DIGITAL ASSETS              
Remaining credit facility available             $ 20,000,000
Loan Agreement | Bit coin              
DIGITAL ASSETS              
Bitcoin purchased $ 6,700,000            
Digital assets purchased, Units | item 61.4            
v3.25.3
DIGITAL ASSETS - Reconciliation of loans payable (Details)
 9 Months Ended
Sep. 30, 2025
USD ($)
DIGITAL ASSETS  
Proceeds from loan payable $ 8,000,000
Repayments in cash (4,200,000)
Total loan payable as of September 30, 2025 $ 3,800,000
v3.25.3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)
Sep. 30, 2025
Dec. 31, 2024
PREPAID EXPENSES AND OTHER CURRENT ASSETS    
Bitcoin mining leases $ 1,537,583  
Professional fees 410,191 $ 40,142
Deferred expenses 362,540 405,463
Insurance 269,641  
Security deposits 50,213 50,213
Dues and subscriptions 27,883 25,355
Marketing and advertising 10,000 285,000
Vendor receivables 7,386 7,386
Compensation costs   275,000
Other 73,612 52,981
Total prepaid expenses and other current assets $ 2,749,049 $ 1,141,540
v3.25.3
INVESTMENTS, IMPAIRMENT AND CREDIT LOSSES (Details)
 3 Months Ended 9 Months Ended
May 07, 2025
USD ($)
Vote
Sep. 30, 2025
USD ($)
Sep. 30, 2025
USD ($)
Aug. 25, 2025
USD ($)
Aug. 25, 2025
EUR (€)
INVESTMENTS, IMPAIRMENT AND CREDIT LOSSES          
Aggregate purchase price $ 3,300,000        
Conversion to common shares 1        
Number of voting rights on advisory board | Vote 1        
Number of non-voting rights observer on advisory board | Vote 1        
Amount of investment in investee   $ 0 $ 0    
Impairment of equity investment   3,325,045 3,325,045    
Convertible Loan to GB | €         € 2,000,000
Interest rate       12.00% 12.00%
Outstanding balance       $ 1,832,690 € 1,550,000
Loan receivable impairment expense   1,832,690 1,832,690    
Credit losses on accounts receivable   $ 780,643 $ 780,643    
v3.25.3
EQUIPMENT DEPOSITS (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2025
Dec. 31, 2024
EQUIPMENT DEPOSITS      
Equipment deposits $ 59,763 $ 59,763 $ 1,355,174
Equipment deposits, write-down $ 0 $ 1,355,174  
v3.25.3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($)
Sep. 30, 2025
Dec. 31, 2024
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES    
Payroll and vacation $ 387,709 $ 369,847
Professional fees 285,368 176,875
Inventory purchases 280,301 332,094
Sales tax payable 116,328 111,732
Research and development 85,427 50,000
Interest payable 37,479 24,102
Business development 36,179  
Royalties 35,026 48,402
Equipment purchases 16,604 32,717
Sales and marketing 8,886  
Other 10,752 25,643
Total accrued expenses and other liabilities 1,300,059 1,171,412
Less: current portion $ (1,300,059) (1,160,446)
Other non-current liabilities   $ 10,966
v3.25.3
ACCRUED ISSUABLE EQUITY (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
ACCRUED ISSUABLE EQUITY        
Beginning balance at January 1, 2025     $ 420,427  
Additions     210,904  
Gain from mark-to-market $ (89,815) $ (13,437) (409,091) $ 2,302
Shares issued in satisfaction of accrued issuable equity     (69,500)  
Fair value at September 30, 2025 $ 152,740   $ 152,740  
v3.25.3
ACCRUED ISSUABLE EQUITY - Additional Information (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
ACCRUED ISSUABLE EQUITY        
Estimated fair value of the stock to be issued     $ 210,904  
Shares issued for satisfaction of accrued issuable equity     6,250  
Estimated fair value of shares     $ 69,500  
Aggregate amount of mark-to market related to changes in fair value of accrued issuable equity $ 89,815 $ 13,437 409,091 $ (2,302)
Fair value of unissued share $ 152,740   $ 152,740  
v3.25.3
LEASES - Additional Information (Details)
 3 Months Ended 9 Months Ended
Apr. 15, 2025
USD ($)
ft²
Jan. 27, 2024
USD ($)
Jan. 25, 2024
USD ($)
Sep. 30, 2025
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2025
USD ($)
Sep. 30, 2024
USD ($)
Dec. 31, 2024
USD ($)
LEASES                
Cash payments due for first three months of the lease           $ 415,482 $ 236,207  
Right-of-use asset for lease liability           691,852 1,534,902  
Security deposit       $ 50,213   50,213   $ 50,213
Lease liabilities       1,588,588   1,588,588    
Operating lease right-of-use assets, net       1,476,478   1,476,478   1,216,772
Operating lease expense       204,070 $ 150,846 541,245 377,554  
Depreciation expense       388 388 1,165 388  
Interest Expense       41 $ 62 138 $ 62  
Lease agreement for office space in Webster, Texas                
LEASES                
Lease term (in years)   63 months            
Renewal term (in years)   36 months            
Monthly rental payments   $ 33,818            
Lease base rent   22,682            
Common area maintenance fees   11,136            
Cash payments due for first three months of the lease   0            
Right-of-use asset for lease liability   $ 1,085,498            
Incremental borrowing rate (in %) 10.00% 10.00%            
Security deposit       37,930   37,930   $ 37,930
Rentable square footage | ft² 13,535              
Total rentable space | ft² 31,095              
Payments for the expansion premises $ 17,483              
Payments due 0              
Lease liabilities 691,852              
Operating lease right-of-use assets, net $ 691,852              
Lease Facility Located At 4863 Shawline Street, San Diego, CA 92111                
LEASES                
Renewal term (in years)     18 months          
Monthly rental payments     $ 30,511          
Incremental borrowing rate (in %)     10.00%          
Lease liabilities     $ 559,919          
Operating lease right-of-use assets, net     $ 559,919          
New lease agreement for office space in San Diego, California                
LEASES                
Security deposit       $ 50,213   $ 50,213    
v3.25.3
LEASES - Maturities of lease liabilities (Details) - USD ($)
Sep. 30, 2025
Dec. 31, 2024
Operating Lease    
10/1/25 to 12/31/25 $ 181,515  
2026 496,224  
2027 511,772  
2028 527,319  
2029 180,092  
Total future minimum lease payments 1,896,922  
Less: amount representing imputed interest (308,334)  
Present value of lease liabilities 1,588,588  
Less: current portion (414,436) $ (493,468)
Lease liabilities, non current portion 1,174,152 818,750
Financing Lease    
10/1/25 to 12/31/25 659  
2026 2,636  
2027 1,318  
Total future minimum lease payments 4,613  
Less: amount representing imputed interest (138)  
Present value of lease liabilities 4,475  
Less: current portion (2,526) (2,463)
Lease liabilities, non current portion 1,949 $ 3,852
Total    
10/1/25 to 12/31/25 182,174  
2026 498,860  
2027 513,090  
2028 527,319  
2029 180,092  
Total future minimum lease payments 1,901,535  
Less: amount representing imputed interest (308,472)  
Present value of lease liabilities 1,593,063  
Less: current portion (416,962)  
Lease liabilities, non current portion $ 1,176,101  
v3.25.3
LEASES - Supplemental cash flow information related to the leases (Details) - USD ($)
 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Cash paid for amounts included in the measurement of lease liabilities:    
Operating cash flows from operating lease $ 415,482 $ 236,207
Repayment of finance lease liability 1,840 850
Right-of-use assets obtained in exchange for lease obligations    
Operating leases $ 691,852 1,534,902
Financing leases   $ 7,768
Weighted Average Remaining Lease Term (Years)    
Operating leases 3 years 5 months 12 days 3 years 7 months 20 days
Financing leases 1 year 9 months 2 years 9 months
Weighted Average Discount Rate    
Operating leases 10.00% 10.00%
Financing leases 10.00% 10.00%
v3.25.3
NOTES PAYABLE - Summary of the notes payable activity (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
NOTES PAYABLE      
Beginning balance of Note Payable gross   $ 577,674  
Beginning balance of Debt Discount   (82,878)  
Beginning balance of Note Payable net   494,796  
Repayments in cash   (577,674) $ (2,439,855)
Amortization of debt discount $ 278,013 82,878 $ 980,289
Notes Payable      
NOTES PAYABLE      
Amortization of debt discount   $ 82,878  
v3.25.3
INCOME TAX (Details)
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
INCOME TAX        
Effective income tax rate 0.00% 0.00% 0.00% 0.00%
Statutory income tax rate, percent     21.00%  
v3.25.3
STOCKHOLDERS' EQUITY - Additional Information (Details)
 3 Months Ended 9 Months Ended 12 Months Ended
Jun. 09, 2025
USD ($)
May 30, 2025
USD ($)
shares
Jan. 24, 2025
USD ($)
Sep. 30, 2025
USD ($)
$ / shares
shares
Jun. 30, 2025
USD ($)
shares
Mar. 31, 2025
USD ($)
shares
Sep. 30, 2024
USD ($)
shares
Jun. 30, 2024
USD ($)
shares
Mar. 31, 2024
USD ($)
shares
Sep. 30, 2025
USD ($)
Vote
$ / shares
shares
Sep. 30, 2024
USD ($)
shares
Dec. 31, 2024
USD ($)
shares
Jan. 16, 2025
shares
Dec. 31, 2023
shares
Nov. 05, 2018
shares
Aug. 15, 2018
shares
STOCKHOLDERS' EQUITY (DEFICIT)                                
Proceeds from common stock issued for cash pursuant to advance Notices | $                   $ 107,311,618 $ 3,431,090          
Issuance costs on equity financing | $ [1]                   $ 2,685,424 $ 103,718          
Issuance of aggregate common stock shares                     43,957          
Issuance of aggregate common stock share value | $                     $ 104,960          
Common stock issued upon the exercise of options (in shares)                   1,688 0          
Common stock issued upon the exercise of options | $         $ 3,250 $ 7,565       $ 10,815            
Common stock issued upon vesting of restricted stock units (in shares)                   141,200 77,142          
Common stock issued for services | $         13,530 82,040 $ 60,420 $ 38,150 $ 6,390              
Treasury stock withheld connection with vesting (in shares)                   5,527            
Treasury stock withheld connection with vesting | $         $ 34,190 $ 63,332       $ 97,522            
Treasury stock, shares       21,922           21,922   16,395        
Treasury stock, value | $       $ 393,744           $ 393,744   $ 296,222        
Preferred stock, shares authorized       20,000,000           20,000,000   20,000,000        
Weighted average exercise price of warrants outstanding | $ / shares       $ 8.5           $ 8.5            
Restricted Stock Units                                
STOCKHOLDERS' EQUITY (DEFICIT)                                
Common stock shares withheld for payroll tax obligations                   35,635            
Unrecognized stock-based compensation expense | $       $ 14,172,986           $ 14,172,986            
Weighted average remaining vesting period (in years)                   3 years 1 month 17 days            
Stock options                                
STOCKHOLDERS' EQUITY (DEFICIT)                                
Unrecognized stock-based compensation expense | $       81,115           $ 81,115            
Weighted average remaining vesting period (in years)                   2 years 5 months 8 days            
Restricted stock awards                                
STOCKHOLDERS' EQUITY (DEFICIT)                                
Common stock shares withheld for payroll tax obligations                     0          
Unrecognized stock-based compensation expense | $       $ 69,538           $ 69,538            
Weighted average remaining vesting period (in years)                   11 months 23 days            
Common Stock                                
STOCKHOLDERS' EQUITY (DEFICIT)                                
Common stock issued (in shares)       3,161,922 [2] 3,832,456 [3] 2,425,959 [4] 1,602,810 [5]                  
Common stock issued for services (in shares)         1,375 7,625 30,250 9,269 4,438              
Common stock issued upon the exercise of options (in shares)         625 1,063                    
Common stock issued for services | $       $ 1   $ 1 $ 3 $ 1                
Treasury Stock                                
STOCKHOLDERS' EQUITY (DEFICIT)                                
Treasury stock withheld connection with vesting (in shares)         2,085 3,442                    
Treasury stock withheld connection with vesting | $         $ 34,190 $ 63,332                    
Treasury stock, shares       21,922 21,922 19,837 16,396 16,396 16,396 21,922 16,396 16,395   16,396    
Legal and consulting services                                
STOCKHOLDERS' EQUITY (DEFICIT)                                
Common stock issued for services (in shares)                   9,000            
Shares issued for shares in prior services                   6,250            
Shares issued for services in prior services, value | $                   $ 69,500            
Legal and consulting services | Common Stock                                
STOCKHOLDERS' EQUITY (DEFICIT)                                
Common stock issued for services | $                   $ 95,570            
First ATM Agreement                                
STOCKHOLDERS' EQUITY (DEFICIT)                                
Additional offering price | $     $ 50,000,000                          
Value of shares to be issued | $     $ 146,000,000                          
Common stock issued (in shares)   14,783,393               9,420,337 1,602,810 9,347,644        
Proceeds from common stock issued for cash pursuant to advance Notices | $   $ 146,000,000   $ 17,827,544 $ 38,331,721 $ 51,152,353 $ 3,431,090     $ 107,311,618 $ 3,431,090 $ 61,900,000        
Issuance costs on equity financing | $                   2,685,424 $ 103,718          
Second ATM Agreement                                
STOCKHOLDERS' EQUITY (DEFICIT)                                
Value of shares to be issued | $ $ 300,000,000     $ 150,000,000           $ 150,000,000            
Commission paid to agent as a percentage of gross proceeds (in percent) 3.00%                              
2018 Group Equity Incentive Plan                                
STOCKHOLDERS' EQUITY (DEFICIT)                                
Number of Shares Authorized                             1,875,000 1,875,000
Number of shares available       130,170           130,170            
Series A Preferred Stock                                
STOCKHOLDERS' EQUITY (DEFICIT)                                
Preferred stock, shares authorized       1,000,000           1,000,000   1,000,000        
Preferred stock, shares outstanding       1,000,000           1,000,000   730,000        
Number of votes per share of preferred stock | Vote                   100            
Series A Preferred Stock | CEO                                
STOCKHOLDERS' EQUITY (DEFICIT)                                
Preferred stock, shares authorized                         270,000   1,000,000  
Preferred stock, shares outstanding       1,000,000           1,000,000            
[1] (1) Excludes $408,085 and $32,913 of deferred financing costs for 2025 and 2024, respectively.
[2] (3) Represents gross proceeds of $17,827,544, less issuance costs of $502,374.
[3] (2) Represents gross proceeds of $38,331,721, less issuance costs of $1,081,712.
[4] (1) Represents gross proceeds of $51,152,353, less issuance costs of $1,509,423.
[5] (4) Represents gross proceeds of $3,431,090, less issuance costs of $136,631.
v3.25.3
STOCKHOLDERS' EQUITY - Summary of warrants activity (Details)
 9 Months Ended
Sep. 30, 2025
$ / shares
shares
STOCKHOLDERS' EQUITY  
Number of Warrants, Outstanding at the beginning | shares 88,905
Number of Warrants, Outstanding at the end | shares 88,905
Number of Warrants, Exercisable at the end | shares 88,905
Weighted Average Exercise Price, Outstanding, Beginning (in dollars per share) | $ / shares $ 8.5
Weighted Average Exercise Price, Outstanding, Ending (in dollars per share) | $ / shares 8.5
Weighted Average Exercise Price, Exercisable at the end (in dollars per share) | $ / shares $ 8.5
Weighted Average Remaining Term, Outstanding at the end (in years) 3 months 18 days
Weighted Average Remaining Term, Exercisable at the end (in years) 3 months 18 days
v3.25.3
STOCKHOLDERS' EQUITY - Outstanding and exercisable warrants (Details) - $ / shares
Sep. 30, 2025
Dec. 31, 2024
STOCKHOLDERS' EQUITY (DEFICIT)    
Outstanding Number of Warrants 88,905 88,905
Exercisable, Weighted Average Remaining Life (in years) 3 months 18 days  
Exercisable, Number of Warrants (in shares) 88,905  
Warrants    
STOCKHOLDERS' EQUITY (DEFICIT)    
Outstanding Number of Warrants 88,905  
Exercisable, Weighted Average Remaining Life (in years) 3 months 18 days  
Exercisable, Number of Warrants (in shares) 88,905  
Warrants | 8.00 Exercise price    
STOCKHOLDERS' EQUITY (DEFICIT)    
Warrants Outstanding, Exercise price $ 8  
Outstanding Number of Warrants 66,667  
Exercisable, Weighted Average Remaining Life (in years) 3 months 18 days  
Exercisable, Number of Warrants (in shares) 66,667  
Warrants | 10.00 Exercise price    
STOCKHOLDERS' EQUITY (DEFICIT)    
Warrants Outstanding, Exercise price $ 10  
Outstanding Number of Warrants 22,238  
Exercisable, Weighted Average Remaining Life (in years) 3 months 18 days  
Exercisable, Number of Warrants (in shares) 22,238  
v3.25.3
STOCKHOLDERS' EQUITY - Stock-Based Compensation (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
STOCKHOLDERS' EQUITY (DEFICIT)        
Shares issued for legal and consulting services   $ 49,220 $ 26,070 $ 76,360
Shares issued to board members   17,400   17,400
Accrued issuable equity (common stock) $ 59,585 19,160 210,904 72,537
Allocated share-based compensation expenses 1,288,074 56,199 4,510,241 1,811,156
Stock-based compensation     4,510,241 1,811,156
Selling, general and administrative expenses        
STOCKHOLDERS' EQUITY (DEFICIT)        
Allocated share-based compensation expenses 1,140,466 25,561 3,536,611 1,704,505
Research and development expenses        
STOCKHOLDERS' EQUITY (DEFICIT)        
Allocated share-based compensation expenses 147,608 30,638 973,630 106,651
Stock options        
STOCKHOLDERS' EQUITY (DEFICIT)        
Stock-based compensation 10,547 9,411 37,493 70,617
Restricted stock awards and units        
STOCKHOLDERS' EQUITY (DEFICIT)        
Allocated share-based compensation expenses $ 1,217,942 $ (21,592) $ 4,235,774 $ 1,574,242
v3.25.3
STOCKHOLDERS' EQUITY - Summary of options activity (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
STOCKHOLDERS' EQUITY        
Number of Options, Outstanding     40,938  
Number of Options, Granted 0 0 6,250  
Number of Options, Forfeited     (19,250)  
Number of Options, Exercised     (1,688) 0
Number of Options, Outstanding 26,250   26,250  
Number of Options, Exercisable 13,285   13,285  
Weighted Average Exercise Price, Outstanding     $ 11.88  
Weighted Average Exercise Price, Granted     9.6  
Weighted Average Exercise Price, Forfeited     12.4  
Weighted Average Exercise Price, Exercised     6.48  
Weighted Average Exercise Price Outstanding $ 11.31   11.31  
Weighted Average Exercise Price, Exercisable $ 13.68   $ 13.68  
Weighted Average Remaining Term, Outstanding     3 years 10 months 24 days  
Weighted Average Remaining Term, Exercisable     1 year 10 months 24 days  
Number of Options Intrinsic Value, Outstanding $ 10,563   $ 10,563  
Number of Options Intrinsic Value, Exercisable $ 2,642   $ 2,642  
v3.25.3
STOCKHOLDERS' EQUITY - Options outstanding and exercisable related to stock options (Details) - $ / shares
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
STOCKHOLDERS' EQUITY (DEFICIT)        
Options Outstanding, Number of Options 26,250   26,250  
Options Exercisable, Weighted Average Remaining Term (In Years)     1 year 10 months 24 days  
Options Exercisable, Number of Options 13,285   13,285  
Number of Options, Granted 0 0 6,250  
Weighted average grant date fair value     $ 8.47 $ 1.58
$2.24 - $7.92        
STOCKHOLDERS' EQUITY (DEFICIT)        
Options Outstanding, Exercise Price Minimum     2.24  
Options Outstanding, Exercise Price Maximum     $ 7.92  
Options Outstanding, Number of Options 5,625   5,625  
Options Exercisable, Weighted Average Remaining Term (In Years)     3 years 4 months 24 days  
Options Exercisable, Number of Options 2,032   2,032  
$9.60 - $12.00        
STOCKHOLDERS' EQUITY (DEFICIT)        
Options Outstanding, Exercise Price Minimum     $ 9.6  
Options Outstanding, Exercise Price Maximum     $ 12  
Options Outstanding, Number of Options 8,125   8,125  
Options Exercisable, Weighted Average Remaining Term (In Years)     2 years 1 month 6 days  
Options Exercisable, Number of Options 938   938  
$12.40 - $15.92        
STOCKHOLDERS' EQUITY (DEFICIT)        
Options Outstanding, Exercise Price Minimum     $ 12.4  
Options Outstanding, Exercise Price Maximum     $ 15.92  
Options Outstanding, Number of Options 6,250   6,250  
Options Exercisable, Weighted Average Remaining Term (In Years)     1 year 7 months 6 days  
Options Exercisable, Number of Options 5,626   5,626  
$16.40 - $18.48        
STOCKHOLDERS' EQUITY (DEFICIT)        
Options Outstanding, Exercise Price Minimum     $ 16.4  
Options Outstanding, Exercise Price Maximum     $ 18.48  
Options Outstanding, Number of Options 6,250   6,250  
Options Exercisable, Weighted Average Remaining Term (In Years)     1 year 6 months  
Options Exercisable, Number of Options 4,689   4,689  
v3.25.3
STOCKHOLDERS' EQUITY - Fair value of stock options granted using the Black-Scholes options (Details)
 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
STOCKHOLDERS' EQUITY (DEFICIT)    
Risk free interest rate 4.15%  
Expected term (years) 6 years 3 months 18 days 3 years 9 months 18 days
Expected volatility 120.00%  
Expected dividends 0.00%  
Minimum    
STOCKHOLDERS' EQUITY (DEFICIT)    
Risk free interest rate   4.27%
Expected volatility   110.00%
Maximum    
STOCKHOLDERS' EQUITY (DEFICIT)    
Risk free interest rate   4.81%
Expected volatility   114.00%
v3.25.3
STOCKHOLDERS' EQUITY - Restricted stock awards and restricted stock units (Details)
 9 Months Ended
Sep. 30, 2025
$ / shares
shares
Restricted stock awards  
Shares of Restricted Common Stock/ Number of Restricted Common Units  
Beginning balance (in shares) | shares 9,375
Vested (in shares) | shares (1,563)
Ending balance (in shares) | shares 7,812
Weighted Average Grant Date Fair Value Per Share  
Beginning balance (in dollars per share) | $ / shares $ 16.48
Vested (in dollars per share) | $ / shares 16.64
Ending balance (in dollars per share) | $ / shares $ 16.45
Restricted Stock Units  
Shares of Restricted Common Stock/ Number of Restricted Common Units  
Beginning balance (in shares) | shares 717,829
Granted (in shares) | shares 626,783
Vested (in shares) | shares (141,200)
Forfeited (in shares) | shares (44,596)
Ending balance (in shares) | shares 1,158,816
Vested RSUs undelivered September 30, 2025 (in shares) | shares 93,750
Weighted Average Grant Date Fair Value Per Share  
Beginning balance (in dollars per share) | $ / shares $ 10.47
Granted (in dollars per share) | $ / shares 19.55
Vested (in dollars per share) | $ / shares 8.34
Forfeited (in dollars per share) | $ / shares 12.14
Ending balance (in dollars per share) | $ / shares 15.6
Vested RSUs undelivered September 30, 2025 (in dollars per share) | $ / shares $ 16.4
v3.25.3
SEGMENT REPORTING (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Jun. 30, 2025
Mar. 31, 2025
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2025
Sep. 30, 2024
Dec. 31, 2024
SEGMENT                  
Revenue $ 6,884,840     $ 3,185,778     $ 13,306,443 $ 7,366,887  
Cost of revenue 6,255,960     928,326     11,757,508 4,026,018  
Gross Profit 628,880     2,257,452     1,548,935 3,340,869  
Operating Expenses                  
Research and development 2,323,010     1,232,333     7,209,664 3,492,144  
Selling, general, and administrative 6,263,803     2,735,419     21,192,049 11,542,820  
Credit losses on accounts receivable 780,643           780,643    
Total Operating Expenses 9,367,456     3,967,752     29,182,356 15,034,964  
Segment Operating (Loss) Gain (8,738,576)     (1,710,300)     (27,633,421) (11,694,095)  
Other segment (expense) income 84,833     (293,464)     696,109 (1,209,073)  
Impairment of equity investment (3,325,045)           (3,325,045)    
Credit loss on convertible loan receivable (1,832,690)           (1,832,690)    
Credit losses on accounts receivable 780,643           780,643    
Impairment of equipment deposits             1,355,174    
Change in fair value of digital assets 6,837,563           14,456,623    
Total Other Income (Expense), net 1,764,661     (293,464)     9,994,997 (1,209,073)  
Net Income (Loss) (6,973,915) $ 8,142,149 $ (18,806,658) $ (2,003,764) $ (5,890,528) $ (5,008,876) (17,638,424) $ (12,903,168)  
Segment Assets                  
Cash 20,588,596           20,588,596   $ 29,831,858
Digital assets 120,523,261           120,523,261   20,281,184
All other assets 14,950,957           14,950,957   12,814,145
Total Assets $ 156,062,814           $ 156,062,814   62,927,187
Other segment item, composition, description Other segment expenses and losses include interest income, interest expense, amortization of debt discount, gain (loss) on extinguishment of debt and change in fair value of accrued issuable equity.     Other segment expenses and losses include interest income, interest expense, amortization of debt discount, gain (loss) on extinguishment of debt and change in fair value of accrued issuable equity.     Other segment expenses and losses include interest income, interest expense, amortization of debt discount, gain (loss) on extinguishment of debt and change in fair value of accrued issuable equity. Other segment expenses and losses include interest income, interest expense, amortization of debt discount, gain (loss) on extinguishment of debt and change in fair value of accrued issuable equity.  
Operating segment | Energy Management Platform                  
SEGMENT                  
Revenue $ 2,488,237     $ 3,185,778     $ 7,220,991 $ 7,366,887  
Cost of revenue 2,066,887     928,326     5,805,171 4,026,018  
Gross Profit 421,350     2,257,452     1,415,820 3,340,869  
Operating Expenses                  
Research and development 2,323,010     1,232,333     7,209,664 3,492,144  
Selling, general, and administrative 6,062,159     2,735,419     20,889,583 11,542,820  
Credit losses on accounts receivable 780,643           780,643    
Total Operating Expenses 9,165,812     3,967,752     28,879,890 15,034,964  
Segment Operating (Loss) Gain (8,744,462)     (1,710,300)     (27,464,070) (11,694,095)  
Other segment (expense) income 84,833     (293,464)     696,109 (1,209,073)  
Impairment of equity investment (3,325,045)           (3,325,045)    
Credit loss on convertible loan receivable (1,832,690)           (1,832,690)    
Credit losses on accounts receivable 780,643           780,643    
Total Other Income (Expense), net (5,072,902)     (293,464)     (4,461,626) (1,209,073)  
Net Income (Loss) (13,817,364)     $ (2,003,764)     (31,925,696) $ (12,903,168)  
Segment Assets                  
Cash 20,588,596           20,588,596   29,831,858
All other assets 14,950,957           14,950,957   12,814,145
Total Assets 35,539,553           35,539,553   42,646,003
Operating segment | Bitcoin Mining                  
SEGMENT                  
Revenue 4,396,603           6,085,452    
Cost of revenue 4,189,073           5,952,337    
Gross Profit 207,530           133,115    
Operating Expenses                  
Selling, general, and administrative 201,644           302,466    
Total Operating Expenses 201,644           302,466    
Segment Operating (Loss) Gain 5,886           (169,351)    
Net Income (Loss) 5,886           (169,351)    
Segment Assets                  
Digital assets 6,353,264           6,353,264    
Total Assets 6,353,264           6,353,264    
Corporate & Other                  
Operating Expenses                  
Change in fair value of digital assets 6,837,563           14,456,623    
Total Other Income (Expense), net 6,837,563           14,456,623    
Net Income (Loss) 6,837,563           14,456,623    
Segment Assets                  
Digital assets 114,169,997           114,169,997   20,281,184
Total Assets $ 114,169,997           $ 114,169,997   $ 20,281,184
v3.25.3
SEGMENT REPORTING - Additional information (Details)
 9 Months Ended
Sep. 30, 2025
segment
SEGMENT REPORTING  
Number of operating segments 2
Number of reportable segments 2
v3.25.3
SEGMENT REPORTING - Geographic Information (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Revenues from External Customers and Long-Lived Assets [Line Items]        
Revenue $ 6,884,840 $ 3,185,778 $ 13,306,443 $ 7,366,887
US        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Long-lived assets 126,354,558   126,354,558  
Revenue 287,492   2,453,860  
Non-US        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Long-lived assets $ 1,180,129   $ 1,180,129  
Revenue   $ 1,913,527   $ 2,219,588
v3.25.3
SUBSEQUENT EVENTS (Details)
shares in Millions
 1 Months Ended 2 Months Ended 3 Months Ended 9 Months Ended
Oct. 24, 2025
USD ($)
Oct. 24, 2025
EUR (€)
Oct. 01, 2025
USD ($)
Nov. 14, 2025
USD ($)
item
shares
Nov. 18, 2025
USD ($)
Sep. 30, 2025
item
Sep. 30, 2025
USD ($)
item
Sep. 30, 2024
USD ($)
SUBSEQUENT EVENTS                
Proceeds from ATM equity financing             $ 107,311,618 $ 3,431,090
Repayment of principal             4,200,000  
Repayment of interest             $ 91,178  
Subsequent event                
SUBSEQUENT EVENTS                
Repayment of principal         $ 3,800,000      
Repayment of interest         $ 49,139      
Convertible loans receivable $ 294,875 € 250,000            
Second ATM Agreement | Subsequent event                
SUBSEQUENT EVENTS                
Proceeds from ATM equity financing       $ 15,100,000        
Common stock issued (in shares) | shares       3.0        
Bit coin                
SUBSEQUENT EVENTS                
Digital assets purchased, Units | item           90 783.81  
Bit coin | Subsequent event                
SUBSEQUENT EVENTS                
Digital assets purchased, Units | item       7.43        
Digital Asset Mining Lease Agreement | Subsequent event                
SUBSEQUENT EVENTS                
Lease term (in years)     2 years          
Lease cost     $ 4,200,000