Filed Pursuant to Rule 424(b)(3)
Registration
No. 333-262631
Registration No. 333-255041
PROSPECTUS
KRAIG
BIOCRAFT LABORATORIES, INC.
306,124,163
Shares of Class A Common
Stock
Pursuant
to this prospectus, the selling shareholders identified herein (each a “Selling Shareholder” and, collectively, the “Selling
Shareholders”) are offering on a resale basis, up to 306,124,163 shares of common stock, no par value per share (the “common
stock”) of Kraig Biocraft Laboratories, Inc. (the “Company,” “Kraig,” “we,” “our”
or “us”). These shares include: (i) 278,213,449 shares of common stock underlying secured convertible notes pursuant to that
certain securities purchase agreement dated as of January 18, 2022 between the Company and Yorkville (the “2022 Yorkville
Transaction”); (ii) 12,500,000 shares of common stock underlying a warrant issued pursuant to the 2022 Yorkville Transaction;
(iii) 4,285,714 shares underlying a second warrant issued pursuant to the 2022 Yorkville Transaction; (iv) 8,000,000 shares of common stock underlying a warrant issued pursuant to
the transactions contemplated by that certain securities purchase agreement dated as of March 26, 2021 between the Company and Yorkville
(the “2021 Yorkville Transaction”); and (v) 3,125,000 shares of common stock underlying a warrant issued on December 11, 2020. We are not
selling any shares under this prospectus, and we will not receive any proceeds from the sales of shares by the Selling Shareholders.
We will, however, receive the exercise price of the Warrants, if and when such Warrants are exercised for cash by the holders of such
Warrants.
The
shares included in this prospectus may be offered and sold directly by the Selling Shareholders in accordance with one or more of the
methods described in the “Plan of Distribution,” which begins on page 29 of this prospectus. To the extent the Selling
Shareholders decide to sell their shares, we will not control or determine the price at which the shares are sold.
Our
common stock is listed on OTCQB under the symbol “KBLB.” On June 7, 2024, the last reported sale price of our common
stock was $0.132 per share.
This
offering will terminate on the earlier of (i) the date when all of the shares have been sold pursuant to this prospectus or Rule 144
under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) the date that all of the securities may be
sold pursuant to Rule 144 without volume or manner-of-sale restrictions, unless we terminate it earlier.
Investing
in our securities involves a high degree of risk. You should carefully consider the risk factors described under the heading “Risk
Factors” beginning on page 14 of this prospectus and under similar headings in any amendments or supplements before purchasing
shares of our Common Stock.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is June 5, 2024
Table
of Contents
About
this Prospectus
Pursuant to Rule 429 under the Securities
Act of 1933, as amended (the “Securities Act”), this prospectus is a combined prospectus relating to (a) up to 294,999,163
shares of our Common Stock sought to be registered for resale pursuant hereto (File No. 333-262631) and (b) of up to 11,125,000 shares
of our Common Stock previously registered pursuant to the registration statement on Form S-1 initially filed with the SEC on April 5,
2021 (File No. 333-255041).
We
have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or
in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for, and
can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell
only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making
an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or
sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. The information contained in
this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations
and prospects may have changed since that date.
Persons
who come into possession of this prospectus and any applicable free writing prospectus in jurisdictions outside the United States are
required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus and any
such free writing prospectus applicable to that jurisdiction. See “Plan of Distribution” for additional information on these
restrictions.
Industry
and Market Data
Unless
otherwise indicated, information in this prospectus concerning economic conditions, our industry, our markets and our competitive position
is based on a variety of sources, including information from third-party industry analysts and publications and our own estimates and
research. Some of the industry and market data contained in this prospectus are based on third-party industry publications. This information
involves a number of assumptions, estimates and limitations.
The
industry publications, surveys and forecasts and other public information generally indicate or suggest that their information has been
obtained from sources believed to be reliable. None of the third-party industry publications used in this prospectus were prepared on
our behalf. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including
those described in “Risk Factors” in this prospectus. These and other factors could cause results to differ materially from
those expressed in these publications.
Trademarks
This
prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience,
trademarks and trade names referred to in this prospectus may appear without the ® or TM symbols, but such references
are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or
the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’
trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by any other companies.
PROSPECTUS
SUMMARY
This
summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider
in making your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our
financial statements and the related notes and the information set forth under the headings “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus and our consolidated
financial statements and the accompanying notes included in this prospectus. Except as otherwise indicated herein or as the context otherwise
requires, references in this prospectus to “Kraig.” “Kraig Labs,” “the Company,” “we,”
“us,” and “our” refer to Kraig Biocraft Laboratories, Inc. together with its wholly-owned subsidiary Prodigy
Textiles Co., Ltd., a Vietnamese corporation (“Prodigy Textiles”).
Company
Overview
Kraig Biocraft Laboratories, Inc., a Wyoming corporation,
is a corporation organized to develop high strength fibers using recombinant DNA technology for commercial applications in technical
textile. We use genetically engineered silkworms that produce spider silk protein analogs to create our recombinant spider silk. Applications
include performance apparel, workwear, filtration, luxury fashion, flexible composites, medical implants, cosmetics and more. We believe
that we have been a leader in the research and development of commercially scalable and cost-effective spider silk for technical
textile and non-fibrous applications. Our primary proprietary fiber technology includes natural and engineered variants of spider silk
produced in domesticated mulberry silkworms. Our business brings twenty-first century biotechnology to the historical silk industry,
permitting us to introduce materials with innovative properties and claims into an established commercial ecosystem of silkworm rearing,
silk spinning and weaving, and manufacture of garments and other products that can include our specialty fibers and textiles. Specialty
fibers are engineered for specific uses that require exceptional strength, flexibility, heat resistance and/or chemical resistance. The
specialty fiber market is exemplified by two synthetic fiber products that come from petroleum derivatives: (1) aramid fibers; and (2)
ultra-high molecular weight polyethylene fibers. The technical textile industry involves products for both industrial and consumer products,
such as filtration fabrics, medical textiles (e.g., sutures and artificial ligaments), safety and protective clothing and fabrics
used in military and aerospace applications (e.g., high-strength composite materials).
We are using genetic engineering technologies
to develop fibers with greater strength, resiliency and flexibility for use in our target markets, namely the specialty fiber and technical
textile industries. We believe that the genetically engineered protein-based fibers we seek to produce have properties that are in some
ways superior to the materials currently available in the marketplace. Production of our product in commercial quantities holds what
we believe to be potential life-saving ballistic resistant material, which we believe is lighter, thinner, more flexible, and tougher
than steel. Other potential applications for spider silk based recombinant fibers include use as structural material and for any application
in which light weight and high strength are required. We believe that fibers made with recombinant protein-based polymers will make significant
inroads into the specialty fiber and technical textile markets.
Through our technologies, the introduction of
the gene sequence based on those found in native spider silk, results in a germline transformation and is therefore
self-perpetuating. This technology is in essence a protein expression platform which has other potential applications including
diagnostics and pharmaceutical production. Moreover, our technologies are “green” in as much as our fibers and textiles
are derived from nature and do not use any petrochemicals as an input into the fibers.
The Report of Independent Registered Public Accounting
Firm to our financial statements as of December 31, 2022 and as of December 31, 2023 include an explanatory paragraph stating
that our net loss from operations and net capital deficiency at December 31, 2023 raise substantial doubt about our ability to
continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Products
Our
products exploit the unique characteristics of spider silk, specifically dragline silk from Nephila clavipes (golden orb-web spider)
and variants thereof. Such fibers possess unique mechanical properties in terms of strength, resilience and flexibility. Through the
use of genetic engineering, we have produced a variety of unique transgenic silkworm strains that produce recombinant
spider silk. Our recombinant spider silk fibers incorporate the silk proteins found in spider silk with the native silkworm silk proteins.
This combination of native silkworm proteins combined with spider silk protein structures results in a new and unique recombinant silk
fiber.
Monster
Silk®
Monster
Silk® was the first recombinant spider silk fiber product we developed. Monster Silk incorporates the natural elasticity of spider
silk to make a silk fiber which is more flexible that conventional silk fibers and textiles. We have produced sample products using Monster
Silk® including knit fabrics, gloves, and shirts in collaboration with textile mills. We expect that Monster Silk® will have
market applications across the traditional textile markets where its increased flexibility will provide increased durability and comfort.
Dragon
SilkTM
Dragon
SilkTM is the next evolution in recombinant spider silk, combining the elasticity of Monster Silk® with additional high
strength elements of native spider silk. Some samples of Dragon SilkTM have demonstrated strength beyond that of native spider
silk. This combination of strength and elasticity results in a silk fiber which is soft and flexible, yet tougher than leading synthetic
fiber available on the market. Based on inquires we have received from end market leaders, we believe that Dragon SilkTM- will
have applications in performance apparel, durable workwear, luxury goods and apparel, and composites.
Other
Products
We
are continuing to develop new recombinant silks and other protein-based fibers and materials using our genetic engineering capabilities.
The Company leverages the latest in genetic engineering technology to develop new silk and protein technologies that it believes will
have significant advantages over our legacy technology which created Dragon Silk and Monster Silk. Chief among these is the potential
to produce spider silks with greatly increased purity and performance. Due to the biocompatible and biodegradable properties of silk,
we believe that the materials developed using this process will create opportunities for products in the medical industry, including
sutures, grafts, and implants.
Strengths
We
have developed a method for the production of high-performance bio-degradable, bio-compatible, and ecologically friendly recombinant
spider silk materials to replace the existing global infrastructure for mundane silk manufacturing. This system of operations
utilizes genetically modified silkworms that have been engineered to produce silks based on the proteins and physical characteristics
of native spider silk, a material that has been prized for its physical and chemical properties. By adapting the common silkworm and
the production process for the manufacture of traditional silk, we are able to leverage a global production model which currently processes
more than 150,000 metric tons of silk per year.2 Our technology is a direct drop-in replacement for traditional silk manufacturing,
allowing any silk operation employing our silkworm technology to immediately be converted, without any additional need for capital
investment. We have been granted patent protection in numerous international markets and continue to pursue additional patent protection for our technologies in silk producing and silk consuming countries.
In 2020, we developed a new technology
platform, based on a non-CRISPR Cas9 gene editing knock-in knock-out technology. This is our first knock-in knock-out technology
which we are now using for the development of advanced materials. This system is built on our eco-friendly and cost-effective silkworm production
system, which we believe is more advanced than current competing methods. Knock-in knock-out technology allows for the
targeting of specific locations and genetic traits for modification, addition, and removal. This capability should allow us to
accelerate new product developments and bring products to market more quickly. This capability also allows for genetic trait
modifications that were previously impractical, creating opportunities for products outside of silk fibers and increased flexibility
in production location.
Based on our internal analysis, management believes
that this new platform technology will allow us to outpace and surpass Dragon Silk, a fiber that we developed with our previous tools.
Samples of Dragon Silk have already demonstrated to be tougher than many fibers used in bullet proof vests. We expect that this new approach
will yield materials beyond those capabilities based upon its potential for significantly improved purity.
Strategies
Our approach to disrupting the performance
and technical textile market is to adapt existing silk industry infrastructure and capacity to produce our high-performance silk with
minimal capital investment. Our proprietary recombinant spider silkworms are designed as direct drop-in replacement for existing commercial
silk producing operations. Our genetically engineered silks are produced using the same equipment and processes that traditional silk
uses. In designing our technologies in this manner, we have minimized our need for expansion capital, limiting our direct investment
and contracting with existing secondary fiber processors where the majority of large-scale equipment is needed. Through our subsidiary,
Prodigy Textiles in Vietnam, we have established the relationships necessary to secure these contracted secondary services.
We are actively pursuing relationships
within our targeted end markets to secure product collaborations with key market channel leaders, but no definitive agreements have
been entered into as of the date hereof. We have received numerous unsolicited requests from leading businesses across a range of
attractive end markets requesting materials for applications development, which is most likely due to the unique nature of our
product. This substantial interest in spider silk materials across abroad spectrum of applications for high performance fibers and
textiles, combined with the limited initial production capacity, provides the potential to be selective in choosing the market
channel partners best able to quickly bring our product to market at scale. We are working under non-disclosure agreements to secure
these collaborative development agreements and to establish limited channel exclusivity for firms we believe mirror our culture of
innovation. In January 2021, we entered into a partnership and exclusive purchase agreement with M the Movement by Kings Group,
pursuant to which they committed to purchase up to $40 million worth of product. This partnership will establish a jointly owned
apparel and fashion brand headquarter in Singapore focuses on sales to the ASEAN region. With recent advancements in our
manufacturing capacity, we expect to generate revenues from these relationships in 2023.
Additionally, we are currently focused on
building production capacity in Vietnam. A significant part of that operation is our work to increase the robustness of our silkworms
within the production environment by developing new hybrids We are currently utilizing a mix of direct staffing and contract labor to
support its in-house operations. We are exploring a production expansion model utilizing contract production consistent with the distributed
model used for mundane silk production. We will also consider technology licensing models with companies, regions, or countries where
its silkworms could be produced under exclusive license.
Recent
Developments
In January 2022, we completed production of the first
Dragon Silk yarn produced entirely in Vietnam. The finished recombinant spider silk yarn was spun from raw recombinant spider
silk produced at Prodigy Textiles. While Prodigy Textiles remains focused on ramping up the output of silk cocoons, supporting
vendors will play an essential role in processing that silk into finished goods for a wide range of consumer markets. Once we achieve
commercial scale production, we plan to ship some of this Dragon Silk yarn to SpydaSilk Enterprises in Singapore, a joint
venture partially owned by the Company for weaving into fabrics and finished garments. The Company expects that Prodigy Textiles
will leverage any expanding silk production to address the material needs of SpydaSilk and make additional materials
available for purchase to fill the numerous and backlogged material requests it has received.
In
2023 the Company implemented a concentrated program to strengthen our production silkworm strains with the goal of increasing their robustness
and tolerance for the commercial production environment. We undertook this program because our study of previous attempts to increase
production indicated that our laboratory strains may have lacked the necessary robustness to carry out our production objectives. This
process involved selective breeding over many generations and isolating target traits while crossbreeding with more robust specimens.
The ultimate goal is to create two, and ultimately four, separate strains of our silkworm, which, when crossed with each other, would
produce significant hybrid vigor. We are now concentrated on six strains, half of which are ready or nearly ready for field trials. As
of December 2023, we achieved homozygous for the transgene in one of those strains. We achieved homozygosity of a second strain in the
first quarter of 2024.
On
January 24, 2024, we signed a memorandum of understand with the Vietnam Sericulture Association (VSA) and the Lam Dong Agro-Forestry
Research & Experiment Center (LAREC) to enhance sericulture in Vietnam through the expanded application of the Company’s spider
silk silkworm technology.
On April 2, 2024, the Company signed final agreements with the VSA and
LAREC. Under these agreements the VSA will provide support and guidance to the Company as it integrates its recombinant silk technology
into its operations in Vietnam. The VSA will assist the Company is setting up limited egg production and hatching operations. Under the
terms of these agreements the LAREC will provide assistance in selective breeding as necessary and raise one generation of the Company’s
specialized silkworms in the LAREC. All eggs and cocoons produced by the LAREC will be returned to the Company for use in production.
Strategic
Partnership
On
November 23, 2020, we entered into a Strategic Partnership Agreement (as amended in January 2021, the “SPA”)
with Mthemovement Kings Pte Ltd (“Kings”). Kings is an eco-friendly luxury streetwear apparel line, part of the Kings
Group of Companies and its affiliated companies.
Pursuant
to the SPA, the parties have formed a joint venture to develop and sell the Company’s spider silk fibers under the new innovative
apparel and fashion brand, trade named SpydaSilk™ and potential other trademarks to be announced. All trademarks and branding
related intellectual property related to the SpydaSilk™ brand name, will be jointly owned by the Company and
Kings. Under the terms of the Agreement, the Company granted the joint venture and the SpydaSilk Enterprises Pte. Ltd. brand an
exclusive geographic license for distribution of the Company’s products for the Association of Southeast Asian Nations.
The
Agreement has a 60-month term, which can be terminated at any time by mutual agreement following a consultation period of 120 days, or
such other period as agreed by the parties. If applicable, the parties will honor their share of committed expenditures of the joint
venture and King will repay the Company any unused brand funds.
Yorkville
Transactions
2022 Yorkville Transaction
On
January 18, 2022, we entered into a securities purchase agreement with YA II PN, LTD., a Cayman Islands exempt company (“Yorkville”),
pursuant to which Yorkville purchased secured convertible debentures (the “Securities Purchase Agreement”) in the aggregate
principal amount of USD$3,000,000 (the “Convertible Debentures”), which are convertible into shares of Common Stock (as converted,
the “Conversion Shares”), of which a secured convertible debenture (the “First Convertible Debenture”) in the
principal amount of $1,500,000 (the “First Convertible Debenture Purchase Price”) shall be issued upon signing the Securities
Purchase Agreement and a secured convertible debenture (the “Second Convertible Debenture,” together with the First Convertible
Debenture, each a “Convertible Debenture” and collectively, the “Convertible Debentures”) in the principal amount
of $1,500,000 (the “Second Convertible Debenture Purchase Price”) shall be issued on or about the date that the Securities
and Exchange Commission declares the registration statement registering the shares of common stock underlying the notes effective (collectively,
the First Convertible Debenture Purchase Price and the Second Convertible Debenture Purchase Price shall collectively be referred to
as the “Purchase Price”) (the “2022 Yorkville Transaction”). These additional funds, together with those from
the previously completed transactions we conducted with Yorkville between December 2020 and March 2021, account for an $8 million total
Yorkville investment; as of November 17, 2022, all debentures to Yorkville pursuant thereto have been satisfied. The Company also
issued Yorkville a warrant to purchase 12,500,000 shares of the Company’s Common Stock, at an initial exercise price of $0.12 per
share and a warrant to purchase 4,285,714 shares of the Company’s Common Stock, at an initial exercise price of $0.14 per share.
The warrants have a term of five (5) years and can be exercised via cashless exercise. If the Company issues or sells securities at a
price less than the applicable warrant exercise price, the exercise price of the applicable warrant shall be reduced to such lower price.
The warrants also have the same ownership cap as set forth in the Convertible Debentures, as described below. The Company is also required
to reserve no less than 300% of the maximum number of shares of Common Stock issuable upon conversion of all the outstanding Convertible
Debentures. Pursuant to the Securities Purchase Agreement, the Company is prohibited from incurring specified indebtedness, liens, except
with the prior written consent from the holders of at least 75% of the then outstanding principal amount of Convertible Debentures.
1
https://inserco.org/en/statistics
Each
Convertible Debenture shall mature thirteen (13) months after the date of issuance, unless extended by the Yorkville, and accrues interest
at the rate of 10% per annum. Principal, interest and any other payments due under the Convertible Debentures shall be paid in cash.
The debenture holder may convert all or part of the Convertible Debentures into shares of common stock at any time after issuance at
a conversion rate equal to 85% of the lowest daily volume weighted average price of the Common Stock during the 10 consecutive trading
days immediately preceding the conversion date or other date of determination. The debenture holder may not convert the Convertible Debenture
if such conversion would result in such holder holding in excess of in excess of 4.99% of the number of shares of Common Stock outstanding
immediately after giving effect to such conversion or receipt of shares as payment of interest, unless waived by the holder with at least
65 days prior notice to the Company (the “Ownership Cap”). The Company also has the option to redeem, in part or in whole,
the outstanding principal and interest under a Convertible Debenture prior to the maturity date. The Company shall pay an amount equal
to the principal and interest amount being redeemed plus a redemption premium equal to 15% of the outstanding principal amount. Standard
events of default are included in the Convertible Debenture, pursuant to which the holder may declare it immediately due and payable.
During an event of default, the interest rate shall increase to 15% per annum until the event of default is cured; the holder also has
the right to convert the Convertible Debenture into shares of common stock during an event of default.
The
Convertible Debentures are secured by all assets of the Company and its subsidiaries subject to (i) that certain amended and restated
security agreement by and between Yorkville, the Company and the Company’s subsidiaries (all such security agreements shall be
referred to as the “Security Agreement”) pursuant to which the Company and its wholly owned subsidiaries agree to provide
Yorkville a security interest in all personal property of the Prodigy Textiles, the Company’s subsidiary organized under the laws
of Vietnam (“Prodigy”), (ii) the amended and restated intellectual property security agreement by and between Yorkville,
the Company and the Company’s subsidiaries referenced therein dated January 18, 2022 (all such security agreements shall be referred
to as the “IP Security Agreement”), pursuant to which the Company and its wholly owned subsidiaries agree to provide Yorkville
a security interest in the intellectual property collateral (as this term is defined in the IP Security Agreement), and (iii) the amended
and restated global guaranty by and between Prodigy, in favor of Yorkville, with respect to all of the Company’s obligations to
Yorkville dated January 18, 2022 (the “Guaranty” and collectively with the Security Agreement and the IP Security Agreement
shall be referred to as the “Security Documents”). Pursuant to the Guaranty, Prodigy guarantees the payment and performance
of all of the Company’s obligations under the Convertible Debentures, Warrants and related transaction documents.
In
connection with the Securities Purchase Agreement, the Company also entered into a Registration Rights Agreement with Yorkville, pursuant
to which the Company agreed to register all of the shares of Common Stock underlying the Convertible Debentures and warrants and with
respect to subsequent Registration Statements, if any, such number of shares of Common Stock as requested by Yorkville not to exceed
300% of the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures then outstanding (assuming
for purposes hereof that (x) such Convertible Debentures are convertible at the then current conversion price and (y) any such conversion
shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein, in each case subject to
any cutbacks set forth in the Registration Rights Agreement.
Upon
signing the letter of intent for the 2022 Yorkville Transaction, the Company paid $10,000 to an affiliate of Yorkville, for due
diligence and structuring.
The
Securities Purchase Agreement also contains customary representation and warranties of the Company and the Investor, indemnification
obligations of the Company, termination provisions, and other obligations and rights of the parties.
The
foregoing description of the Securities Purchase Agreement, Convertible Debentures, Warrant, Security Agreement, IP Security Agreement,
Registration Rights Agreement and Guaranty Agreement is qualified by reference to the full text of the forms of Securities Purchase Agreement,
Convertible Debenture and Warrant, which are filed as Exhibits hereto and incorporated herein by reference.
Maxim
Group LLC shall receive a cash placement agent fee of $230,000.
2021
Yorkville Transaction
On
March 26, 2021, we entered into a securities purchase agreement with Yorkville, pursuant to which Yorkville purchased secured
convertible debentures (the “2021 Securities Purchase Agreement”) in the aggregate principal amount of USD$4,000,000 (the
“2021 Convertible Debentures”), which are convertible into shares of Common Stock (as converted, the “2021 Conversion
Shares”), of which a secured convertible debenture (the “2021 First Convertible Debenture”) in the principal amount
of $500,000 (the “2021 First Convertible Debenture Purchase Price”) shall be issued within 1 business day following the initial
closing, a secured convertible debenture (the “2021 Second Convertible Debenture”) in the principal amount of $500,000 (the
“2021 Second Convertible Debenture Purchase Price”) shall be issued within 1 business day following the satisfaction of conditions
for a second closing and a secured convertible debenture (the “2021 Third Convertible Debenture,” together with the First
Convertible Debenture and the Second Convertible Debenture, each a “2021 Convertible Debenture”) in the principal amount
of $3,000,000 (the “2021 Third Convertible Debenture Purchase Price”) shall be issued within 1 business day following satisfaction
of conditions for a third closing (the first closing, second closing and third closing are each referred to as a “2021 Closing”
or collectively as the “2021 Closings) and (collectively, the 2021 First Convertible Debenture Purchase Price, the 2021 Second
Convertible Debenture Purchase Price and the 2021 Third Convertible Debenture Purchase Price shall collectively be referred to as the
“2021 Purchase Price”) (the “2021 Yorkville Transaction,” together with the 2022 Yorkville Transaction, the “Yorkville
Transactions”). Pursuant to the 2021 Securities Purchase Agreement, so long as any portion of the 2021 Convertible Debentures is
outstanding, Yorkville maintains the right of first refusal with the respect to any issuance or sale by the Company of common stock or
securities exercisable into shares of common stock to raise additional capital.
Each
2021 Convertible Debenture shall mature twelve (12) months after the date of issuance and accrues interest at the rate of 10% per annum.
The principal must be paid in cash, but the Company has the right to extend the maturity date by 30 days, during which time interest
will continue to accrue, upon written notice of same to the holder. Interest shall be provided in cash, unless certain conditions as
specified in the 2021 Convertible Debenture are satisfied, in which case the company has the right to pay interest in shares of common
stock at the then applicable conversion price on the trading day immediately prior to the pay date. The debenture holder may convert
each 2021 Convertible Debenture into shares of common stock at any time after issuance at a price equal to 80% of the lowest volume weighted
average price of the Company’s Common Stock during the 10 trading days immediately preceding the date they convert the debenture;
provided, however if the Company’s Common Stock is uplisted to the Nasdaq, the conversion price shall not be less than 20% of the
conversion price used in the first conversion thereunder. The debenture holder may not convert the 2021 Convertible Debenture if such
conversion would result in such holder holding in excess of in excess of 4.99% of the number of shares of Common Stock outstanding immediately
after giving effect to such conversion or receipt of shares as payment of interest, unless waived by the holder with at least 65 days
prior notice to the Company (the “Ownership Cap”). The Company also has the option to redeem, in part or in whole, the outstanding
principal and interest under a Convertible Debenture prior to the maturity date. The Company shall pay an amount equal to the principal
amount being redeemed plus a redemption premium equal to 15% of the outstanding principal amount plus outstanding and accrued interest.
The 2021 Convertible Debenture also provides for certain purchase rights if the Company issues certain securities. Standard events of
default are included in the 2021 Convertible Debenture, pursuant to which the holder may declare it immediately due and payable. During
an event of default, the interest rate shall increase to 15% per annum until the event of default is cured; the holder also has the right
to convert the 2021 Convertible Debenture into shares of common stock during an event of default.
The
2021 Convertible Debentures are secured by all assets of the Company and its subsidiaries subject to (i) that certain security agreement
by and between Yorkville, the Company and the Company’s subsidiaries (all such security agreements shall be referred to as the
“2021 Security Agreement”) pursuant to which the Company and its wholly owned subsidiaries agree to provide Yorkville a security
interest in Pledged Property (as this term is defined in the 2021 Security Agreement), (ii) the intellectual property security agreement
by and between Yorkville, the Company and the Company’s subsidiaries referenced therein dated the date hereof (all such security
agreements shall be referred to as the “2021 IP Security Agreement”) pursuant to which the Company and its wholly owned subsidiaries
agree to provide Yorkville a security interest in the intellectual property collateral (as this term is defined in the IP Security Agreement),
and (iii) the global guaranty by and between Yorkville, the Company and the Company’s subsidiaries dated as of the first Closing
(the “2021 Guaranty” and collectively with the Security Agreement and the IP Security Agreement shall be referred to as the
“2021 Security Documents”). Pursuant to the Guaranty, the Company’s wholly-owned subsidiary, in favor of Yorkville
with respect to all of the Company’s obligations under the 2021 Convertible Debentures, 2021 Warrants and related transaction documents,
agreed to guaranty the payment and performance of all of the Company’s obligations under all such documents.
Contemporaneously
with the first closing, the Company issued Yorkville a warrant (the “2021 Yorkville Warrant”) to purchase 8,000,000
shares of the Company’s Common Stock (the “2021 Warrant Shares”). The Yorkville Warrant has a term of five (5) years
and is initially exercisable at $0.25 per share, subject to adjustment and can be exercise via cashless exercise. If the Company issues
or sells securities at a price less than the exercise price, the exercise price shall be reduced to such lower price. The 2021 Yorkville
Warrant also has the same Ownership Cap as set forth in the 2021 Convertible Debenture.
In
connection with the 2021 Securities Purchase Agreement, the Company also entered into a registration rights agreement with Yorkville,
pursuant to which the Company agreed to register the following shares: 160,875,161 2021 Conversion Shares, all of the 2021 Warrant Shares
issuable pursuant to the 2021 Warrant, 35,750,036 2021 Conversion Shares issuable under the A&R Convertible Debenture (as hereinafter
defined), 3,125,000 shares of Common Stock issuable under the warrant issued by the Company on December 11, 2020 and (ii) with respect
to subsequent registration statements at least such number of shares of Common Stock as shall equal up to 300% of the maximum number
of shares of Common Stock issuable upon conversion of all 2021 Convertible Debenture then outstanding (assuming for purposes hereof that
(x) such Convertible Debenture are convertible at $0.12432 per share, and (y) any such conversion shall not take into account any limitations
on the conversion of the 2021 Convertible Debenture set forth therein, in each case subject to any cutback set forth in the registration
rights agreement and all of the 2021 Warrant Shares issuable upon exercise of the 2021 Warrant.
Upon
signing the letter of intent for the 2021 Yorkville Transaction, the Company paid Yorkville $10,000.
As
part of the 2021 Yorkville Transaction, the parties agreed to amend and restate the $1,000,000, thirteen-month (13), unsecured, 10% convertible
note that was issued on December 11, 2020 to Yorkville (the “A&R Convertible Debenture”). The A&R Convertible
Debenture was issued in exchange for the surrender and cancellation of the debenture issued in December (the “December Debenture”). The A&R Convertible Debenture was fully converted as of October 25, 2021.
When
the Company issued the December Debenture, it also issued a five-year warrant to purchase up to 3,125,000 shares of the Company’s
common stock (the “December Warrant”). We agreed the register the shares of common stock underlying the December Warrant
in this registration statement.
Maxim
received a cash fee equal to eight percent (8.0%) of the gross proceeds received by the Company at each Closing for its services
as placement agent.
On
March 26, 2021, in connection with the initial closing of the 2021 Securities Purchase Agreement, we issued the first 2021 Convertible
Debenture to Yorkville in the principal amount of $500,000.
Following
fulfillment of the requirements in the 2021 Securities Purchase Agreement, on April 6, 2021, we issued the second 2021 Convertible Debenture
to Yorkville in the amount of $500,000.
Following
fulfillment of the requirements in the 2021 Securities Purchase Agreement, on April 22, 2021, we issued the third 2021 Convertible Debenture
to Yorkville in the amount of $3,000,000.
As of the date hereof, all of the 2021 Convertible
Debentures have been fully converted and the related reserves have been removed.
Covid-19
On March 19, 2020, we furloughed non-essential staff
in response to governmental regulations relating to COVID. This decision primarily impacted staff at our fully owned subsidiary, Prodigy
Textiles, in Vietnam and resulted in the temporary closing of silk rearing operations at that facility. As of the date hereof, we have
resumed silk production operations in Vietnam. The Company supported its furloughed staff and paid their salaries during all mandatory
closures. During the duration of the furlough, the Company’s CEO voluntarily waved the payment or accrual of his salary. The Company
leveraged this forced closure time to improve its production infrastructure based on the lessons learned from its operations. After
the mandated closure, the Company has enhanced its production operations with process automation, moved its production headquarters
to a facility designed for silk production, created a more self-reliant supply chain, and established a microbiology laboratory
in its facilities for enhanced quality control. The global COVID pandemic
and government regulations associated with the pandemic continue to evolve. We will
continue to monitor the situation closely, including its potential effect on our plans and timelines.
Summary
of Risk Factors
Risks
Associated with Our Business
As
an OTCQB listed Company, we have limited resources with pressing capital requirements as we attempt to ramp up production. We are mindful
of the challenges involved in achieving growth without compromising our ability to manage our operating risks and comply with rules and
regulations. As we are commercializing a new technology, no one is in a position to know all of the risks, obstacles, and hurdles that
the Company will face as it works to commercialize its new technology. Any investment in our securities involves a high degree of
risk. We are aware of numerous risks associated with our business, including:
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Our
ability to continue as a going concern; |
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Our
ability to generate revenues and to become profitable; |
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Our
ability to estimate future expenses; |
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Our
ability to maintain an effective system of internal controls; |
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Our
ability to protect our intellectual property rights and to secure additional rights domestically and internationally; |
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Our
ability to increase the robustness of our silkworms in the production environment; |
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Our
ability to successfully manage our growth domestically and internationally; |
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Our
ability to attract and retain the services of key personnel; |
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Our
reliance on independent third-party collaborators to develop and deliver products to market; |
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Our
reliance on key management personnel and future need for highly skilled personnel; |
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Our
ability to successfully develop sales and marketing for our products; |
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Market
acceptance of pricing and performance for products we develop; |
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Our
ability to generate sustainable earnings and net operating profits; |
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Our
ability to adapt to technology changes impacting our industry; |
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Changes in regulation or interpretation of regulation
relating to genetically modified organisms (‘GMO’s”); |
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The
potential for product liability claims regarding our products and the use of GMO’s in our production system; |
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Actions
taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial
and other governmental authorities; |
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Social, political, legal or regulatory changes; |
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Competition
in our industry; |
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The
loss of or failure to obtain any license or permit necessary or desirable in the operation of our business; |
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The
availability of additional capital to support development; |
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An
active, liquid, and orderly market for our common stock or Purchase Warrants may not develop; |
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The
Purchase Warrants may not have any value; |
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Our
production system is based upon living transgenic organisms; |
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Our
business, operations and plans and timelines could be adversely affected by the effects of health epidemics, including the recent
COVID-19 pandemic; and, |
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Other Factors which are unanticipated by management |
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Numerous
other risks and uncertainties set forth elsewhere
in this prospectus under the section titled “Risk Factors” |
Corporate
Information
Kraig
Biocraft Laboratories, Inc. is a Wyoming corporation. Our Common Stock is quoted on the OTCQB under the ticker symbol “KBLB”.
As of June 10,
2024, there are 1,038,374,219 shares of Common Stock issued and outstanding. Kim Thompson, our founder and Chief Executive Officer,
owns approximately 19.41% of our issued and outstanding Common Stock. As of June 10, 2024, there are
3 shares of super voting Series A Preferred Stock issued and outstanding, all of which are owned by Kim Thompson, which represent
approximately 36.62% of all voting rights of our capital stock (See, “Description of Securities” for additional
information about our securities).
Our
principal executive office and mailing address is 2723 South State St., Suite 150, Ann Arbor, Michigan 48104. Our telephone number is
(734) 619-8066. Our corporate website is http://www.kraiglabs.com. The information contained on, or that can be accessed through,
our website is not part of, and is not incorporated by reference into, this prospectus and should not be relied upon with respect to
this offering.
The
Offering
The
following Summary contains general information about this offering. The Summary is not intended to be complete. You should read the full
text and more specific details contained elsewhere in this prospectus.
Common
Stock offered by the Selling Shareholders |
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306,124,163
shares of our common stock, which includes:
(i) 278,213,449 shares of common stock underlying secured convertible notes pursuant to that certain securities purchase agreement
dated January 18, 2022 between the Company and Yorkville (the “2022 Yorkville Transaction”); (ii) 12,500,000 shares
of common stock underlying a warrant issued pursuant to the 2022 Yorkville Transaction; (iii) 4,285,714 shares underlying a second
warrant issued pursuant to the 2022 Yorkville Transaction; (iv) 8,000,000 shares of common stock underlying a warrant issued pursuant to the
2021 Yorkville Transaction; and (v)
3,125,000 shares of common stock underlying a warrant issued on December 11, 2020. |
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Selling
Shareholders |
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See
“Selling Shareholders” beginning on page 28 |
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Offering
prices |
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The
shares offered by this prospectus may be offered and sold at prevailing market prices or such other prices as the Selling Shareholders
may determine. |
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Common
Stock outstanding prior to completion of this offering (1) |
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950,905,044 |
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Common
Stock outstanding after full conversion of the Debentures and exercise of the S1 Warrants (2) |
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1,257,026,207 |
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Terms
of the Offering |
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The
Selling Shareholders will determine when and how they sell the shares offered in this prospectus, as described in “Plan of
Distribution” beginning on page 29. |
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Use
of Proceeds |
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We
are not selling any of the shares of common stock being offered by this prospectus and will receive no proceeds from the sale of
the shares by the Selling Shareholders. We will, however, receive the exercise price of the Warrants, if and when such warrants are
exercised for cash by the holders of such warrants. All of the proceeds from the sale of common stock offered by this prospectus
will go to the Selling Shareholders at the time they offer and sell such shares. We will bear all costs associated with registering
the shares of common stock offered by this prospectus. See “Use of Proceeds.” |
Risk
factors |
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The
securities offered hereby involve a high degree of risk. You should read “Risk Factors,” and other information included
in this prospectus for a discussion of factors to consider before deciding to invest in our securities. |
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Market
& Trading Symbol |
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OTCQB:
KBLB
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Transfer
Agent |
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Olde
Monmouth Stock Transfer Co., Inc |
(1)
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The
number of Common Stock to be outstanding before this offering is based on 950,905,044 shares of Common Stock outstanding as
of March 23, 2022, and excludes: |
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6,520,000 shares of our
Common Stock issuable upon the exercise of stock options outstanding; |
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34,824,320 shares of our
Common Stock underlying any outstanding warrants; and |
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0 shares of our Common
Stock issuable upon the conversion of notes and other evidence of indebtedness. |
(2)
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The
number of Common Stock to be outstanding after this offering is based on 1,257,026,207 shares of Common Stock outstanding
as of March 23, 2022, and excludes: |
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6,520,000 shares of our
Common Stock issuable upon the exercise of stock options outstanding; |
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74,160,034 shares of our
Common Stock underlying any outstanding warrants; and |
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278,213,449 shares of our
Common Stock issuable upon the conversion of notes and other evidence of indebtedness. |
Except
as otherwise indicated, all information in this prospectus assumes:
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no
exercise of 67,335,714 outstanding warrants; |
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no
exercise of the S1 Warrants; |
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no
exercise of the 6,520,000 shares of our Common Stock issuable upon the exercise of stock options outstanding. |
RISK
FACTORS
An
investment in our securities involves a high degree of risk. You should carefully consider the following risk factors, together with
the other information contained in this prospectus, before you decide to buy any of our securities. Any of the following risks could
cause our business, results of operations and financial condition to suffer materially, causing the market price of our shares of Common
Stock to decline, in which event you may lose part or all of your investment. Additional risks and uncertainties not currently known
to us or that we currently do not deem material may also become important factors that may materially and adversely affect our business.
Risk
Related to Our Company
The
report of the independent registered public accounting firm on our 2023 and 2022 financial statements contains a going
concern qualification.
The report of the independent registered public accounting
firm covering our financial statements for the years ended December 31, 2023 and December 31, 2022 stated that certain
factors, including that we have a working capital and shareholder deficit, raised substantial doubt as to our ability to continue as
a going concern. Because we are not yet producing revenue to sustain our operating costs, we are dependent upon raising capital to continue
our business. If we are unable to raise capital, our ability to continue could remain an ongoing concern.
We
may be unable to generate revenues and may never become profitable.
We
generated $0 and $0, in revenue for the years ended December 31, 2023 and 2022, respectively, and do not currently have
any recurring sources of revenues, making it difficult to predict when we will be profitable. We expect to incur significant research
and development costs for the foreseeable future. We may not be able to successfully market fiber products we produce in the future that
will generate significant revenues. In addition, any revenues that we may generate may be insufficient for us to become profitable.
As
a result of our limited operating history, we may not be able to correctly estimate our future revenues, operating expenses, need for
investment capital, or stability of operations, which could lead to cash shortfalls.
We
have a limited operating history from which to evaluate our business. Our failure to develop additional transgenic silkworms would have
a material adverse effect on our ability to continue operating. Accordingly, our prospects must be considered in light of the risks,
expenses, and difficulties frequently encountered by companies at our stage of development. We may not be successful in addressing such
risks, and the failure to do so could have a material adverse effect on our business, operating results and financial condition.
Because
of this limited operating history and because of the emerging nature of our fiber product we are producing, our historical financial
data is of limited value in estimating future operating expenses. Our budgeted operating expense levels are based in part on our expectations
concerning future revenues. However, our ability to generate any revenues depends largely on the market acceptance of the fibers we develop,
which is difficult to forecast. The failure of our target markets to adopt our products would have a material adverse effect
on our business.
Our
operating results may fluctuate as a result of a number of factors, many of which are outside of our control. For these reasons, comparing
our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as any indication
of our future performance. Our quarterly and annual expenses are likely to increase substantially over the next several years depending
upon the level of fiber development activities. Our operating results in future quarters may fall below expectations. Any of these events
could adversely impact our business prospects and make it more difficult to raise additional equity capital at an acceptable price per
share.
If
we lose the services of key management personnel, we may not be able to execute our business strategy effectively.
Our future success depends in a large part upon
the continued service of key senior management personnel. If the Company is unable to hire and retain senior leadership it may be
unable to execute on its business plan. We do not maintain key-person life insurance policies on the Company’s senior
leadership. The loss of the leadership team would materially harm our business.
Our ability to produce our products in a
cost-effective manner will depend on our ability to improve the robustness and tolerance of our silkworm to conditions in the production
environment.
Working with our contract manufacturer in Vietnam
we have identified robustness and acclimation of our silkworm strains to the local climate as a significant challenge to production.
We are working to overcome these challenges by acclimating our silkworms to the local environment and accelerating the introduction of
our multi-strain hybrids. If we are unable to improve the robustness, including disease and environmental tolerance, of our silkworms,
we may not be able to generate product revenue and may not become profitable.
As
our business grows, we will need to hire highly skilled personnel and, if we are unable to hire, retain, or motivate additional qualified
personnel, we may not be able to grow effectively.
Our
performance will be largely dependent on the talents and efforts of highly skilled individuals. Our future success depends on our continuing
ability to identify, hire, develop, motivate, and retain highly skilled personnel for all areas of our company. Competition in our industry
for qualified employees remains intense as the skills we require in our employees are highly specialized. We compete with companies in
the biotechnology and pharmaceutical industries that seek to retain scientists with genetic engineering experience and expertise. We
expect that over the longer term we will continue to face stiff competition and may not be able to successfully recruit or retain such
personnel. Attracting and retaining qualified personnel will be critical to our success.
Our
management has no previous experience in developing, producing, marketing, or selling recombinant fiber which may have a negative effect
on our ability to develop or sell our products.
Since,
to our knowledge, commercialization of spider silk on a large scale has yet to be accomplished, we are not aware of any candidates with
specific experience in this field. There may be numerous hurdles and obstacles that we are not currently able to foresee.
Our
current management has limited experience in developing, marketing and selling recombinant fiber and the other products that we intend
to develop and market. Additionally, our current management has no formal training in the business of scientific research and development,
which may be critical to our success. The inexperience of our management and lack of experienced workforce may negatively affect our
ability to succeed in developing, marketing and/or distributing our proposed products.
We
may be unprepared for technological changes in our industry, which could result in our products being obsolete or replaced by better
technology.
The
industry in which we participate is subject to rapid business and technological changes. The business, technology, marketing, legal and
regulatory changes that could occur may have a material adverse impact on us. New inventions and product innovations may make our proposed
products obsolete. Potential customers may prefer existing materials to our new technology. New materials may come to market that outperform
our technologies. Other researchers may develop and patent technologies which make our line of research obsolete. We may not have the
financial or technical ability to keep up with our competitors.
If
we experience product recalls, we may incur significant and unexpected costs and damage to our reputation and, therefore, could have
a material adverse effect on our business, financial condition, or results of operations.
We
may be subject to product recalls, withdrawals, or seizures if any of our products are believed to cause injury. A recall, withdrawal,
or seizure of any of our products could materially and adversely affect consumer confidence in our brands and lead to decreased demand
for our products. In addition, a recall, withdrawal, or seizure of any of our products would require significant management attention,
would likely result in substantial and unexpected expenditures and could materially and adversely affect our business, financial condition,
or results of operations.
Our
competitors are larger with greater financial resources than we have and we may face increased competition due to the low barriers of
entry to our industry.
We
compete directly with numerous other companies with similar product lines and/or distribution that have extensive capital, resources,
market share, and brand recognition. There are few barriers to entry on the industry in which we compete, namely the textile, specialty
fabric and technical textile industries. This creates the strong possibility of new competitors emerging, and of others succeeding in
developing the same or similar fibers that we are trying to develop. The effects of this increased competition may be materially adverse
to us and our stockholders.
Our
business, operations and plans and timelines have been adversely affected by health epidemics, including the recent COVID-19 pandemic,
and governmental action relating to the same, on the manufacturing, production and other business activities performed by us or by
third parties with whom we conduct business, including our suppliers, target end market potential collaboration partners, and others.
Our business could be further adversely affected
by health epidemics, or governmental response to the same wherever we have business operations. In addition, health epidemics could cause
significant disruption in the operations of third-party manufacturers, CROs and other third parties upon whom we rely. For example, in
December 2019, a novel strain of coronavirus, SARS-CoV-2, causing a disease referred to as COVID-19, was reported to have surfaced in
Wuhan, China. Since then, COVID-19 has spread to multiple countries worldwide, including the United States. Our headquarters is located
in Michigan and our manufacturing located in Vietnam. The COVID-19 pandemic resulted in the Company furloughing all non-essential personnel
and pausing its production operations. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic, and the
U.S. government-imposed travel restrictions on travel between the United States, Europe and certain other countries. Further,
the President of the United States declared the COVID-19 pandemic a national emergency and invoked powers under the Stafford Act, the
legislation that directs federal emergency disaster response, under the Defense Production Act, the legislation that facilitates the
production of goods and services necessary for national security and for other purposes. The state of Michigan imposed its own separate
restrictions on businesses. We have implemented work-from-home policies for some employees. The effects of the executive order and our
work-from-home policies may negatively impact productivity, disrupt our business and delay our timelines, the magnitude of which will
depend, in part, on the length and severity of the restrictions and other limitations on our ability to conduct our business in the ordinary
course. These and similar, and perhaps more severe, disruptions in our operations could negatively impact our business, operating results
and financial condition.
Quarantines, shelter-in-place and similar government
orders, or the expectation that such orders, shutdowns or other restrictions could occur, whether related to COVID-19 or other causes,
could impact our operations or personnel at third-party manufacturing facilities in the United States and other countries,
or the availability or cost of materials, which could disrupt our supply chain or end markets. For example, we may face shortages in
mulberry feed for our silkworms as a result shifting agricultural priorities, or a drop in demand for our finished materials as a result
of an economic downturn. In addition, closures of transportation carriers and modal hubs could materially impact our development and
any future commercialization timelines.
If
our relationships with our suppliers or other vendors are terminated or scaled back as a result of the COVID-19 pandemic or other causes,
we may not be able to enter into arrangements with alternative suppliers or vendors or do so on commercially reasonable terms or
in a timely manner. Switching or adding additional suppliers or vendors involves substantial cost and requires management time and focus.
In addition, there is a natural transition period when a new supplier or vendor commences work. As a result, delays occur, which could
adversely impact our ability to meet our desired clinical development and any future commercialization timelines. Although we carefully
manage our relationships with our suppliers and vendors, there can be no assurance that we will not encounter challenges or delays in
the future or that these delays or challenges will not have an adverse impact on our business, financial condition and prospects. See
“-Risks Related to Our Dependence on Third Parties.”
The spread of COVID-19, which has caused a broad
impact globally, may materially affect us economically. While the potential economic impact brought by the duration of COVID-19 may
be difficult to assess or predict, a widespread pandemic or other crisis or governmental action could result in significant
disruption of global financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity.
In addition, a recession or market correction resulting from the spread of COVID-19, other pandemics, or governmental action,
could materially affect our business and the value of our common stock.
As stated elsewhere in this registration statement,
governmental travel restrictions impacted our ability to ship eggs to our Vietnam facility and our production is dependent on those
shipments. In October of 2020, with restrictions lifted, we were able to deliver silkworm eggs to the Vietnam facility and production
resumed; in January of 2021 we received the first shipment of silk from our factory in Vietnam. However, given the speed and frequency
of the continuously evolving developments with respect to the pandemic, and the unpredictability of governmental responses,
the Company cannot reasonably estimate the magnitude of the impact to its consolidated results of operations. We have taken every
precaution possible to ensure the safety of our employees. The ultimate impact of the COVID-19 pandemic or a similar health epidemic
is highly uncertain and subject to change. We do not yet know the full extent of potential delays or impacts on our business, our production,
healthcare systems or the global economy as a whole. However, these effects could have a material impact on our operations, and we will
continue to monitor the COVID-19 situation closely. See, “Management’s Discussion and Analysis of Financial Condition and
Results of Operations - Impact of COVID-19 Outbreak.”
Our operations
or those of the third parties upon whom we depend might be affected by the occurrence of a natural disaster, pandemic, war or other catastrophic
event.
We depend on our employees, consultants, and
suppliers, as well as regulatory agencies and other parties, for the continued operation of our business. Despite any precautions we
take for natural disasters or other catastrophic events, these events, including terrorist attacks, wars, pandemics, embargos, sanctions,
changes in government, trade or supply chain disruptions, hurricanes, fires, floods and ice and snowstorms, could result in significant
disruptions to our research and development, and, ultimately, commercialization of our products. Long-term disruptions in the infrastructure
caused by events, such as natural disasters, the outbreak of war (including expansion of the current armed conflict between Russia and
Ukraine or the outbreak of war in the far East), the escalation of hostilities and acts of terrorism, embargos, sanction, changes
in government, trade disruptions, or other “acts of God,” particularly involving countries in which we have offices,
manufacturing or key supply chain partners, could adversely affect our businesses. Any natural disaster or catastrophic event affecting
us, our suppliers, our customers, regulatory agencies or other parties with which we are engaged could have a material adverse effect
on our operations and financial performance.
We
may not successfully manage any growth that we may experience.
Our
future success will depend upon not only product development, but also on the expansion of our operations and the effective management
of any such growth, which will place a significant strain on our management and on our administrative, operational, and financial resources.
To manage any such growth, we must expand our facilities, augment our operational, financial and management systems, and hire and train
additional qualified personnel. If we are unable to manage our growth effectively, our business would be harmed as our growth could be
adversely affected by such mismanagement.
We
may be unable to maintain an effective system of internal controls and accurately report our financial results or prevent fraud, which
may cause our current and potential stockholders to lose confidence in our financial reporting and adversely impact our business and
our ability to raise additional funds in the future.
Effective
internal controls are necessary for us to provide reliable financial statements and effectively prevent fraud. We have no internal audit
function. As we noted in our annual report on Form 10-K for the year ended December 31, 2023, we reported that our internal control
over financial reporting was not effective for the purposes for which it is intended because we had material weaknesses, as described
below. Though we have taken some steps to address our material weaknesses in our internal control over financial reporting, including
education of management of disclosure requirements and financial reporting controls, we still have not eliminated the material weakness
in our internal controls over financial reporting. If we cannot provide reliable financial statements or prevent fraud, our operating
results and our reputation could be harmed as a result, causing stockholders and/or prospective investors to lose confidence in management
and making it more difficult for us to raise additional capital in the future.
In
our “Management’s Annual Report on Internal Control Over Financial Reporting” that appeared in our annual report on
Form 10-K for the year ended December 31, 2023, we reported that our internal control over financial reporting was not effective
for the purposes for which it is intended based on a material weakness associated with our lack of qualified resources to perform the
internal audit functions properly, no segregation of duties that results in ineffective controls over financial reporting and lack of
control over related party transactions. As reported in our most recent annual report, we are taking some remediation steps to help address
our material weaknesses in our internal control over financial reporting, but we do not expect to remediate the weaknesses in our internal
controls over financial reporting until the time when we start to commercialize a recombinant fiber (and, therefore, may have sufficient
cash flow for hiring personnel to handle our accounting and reporting functions).
Risks
Related to Our Product and Business
Our
business is based on scientific research which has not demonstrated commercial viability and makes our business highly risky.
We
are engaging in research and development of new recombinant silk fibers. Due to the speculative nature of this scientific research, our
chances of success are uncertain and we cannot guarantee that we will succeed in developing new fibers that deliver performance results
to meet customer requirements or obtain commercial acceptance. An investment in us, therefore, is highly speculative and risky.
The
fibers we develop could expose us to product liability claims, which could have a negative impact on our results of operations.
The
fibers we are seeking to develop may subject us to product liability claims if widely used, including but not limited to design defect,
environmental hazards, quality control, and durability of product. This potential liability is increased by virtue of the fact that our
products in development may be used as protective and safety materials. The fibers and end products we are developing are based on a
GMO and are subject to public opinion, risks, and concerns regarding GMOs. There is tremendous potential liability to any person who
is injured by, or while using, one of our products. As a manufacturer, we may be strictly liable for any damage caused by our products.
This liability might not be covered by insurance, or may exceed any coverage that we may obtain.
Ethical,
legal and social concerns about synthetic biologically engineered products and processes could limit or prevent the use of products or
processes using our technologies, limit consumer acceptance and limit our revenues.
Our
technologies involve the use of genetically engineered (“GE”) products or technologies. Public perception about the safety
and environmental hazards of, and ethical concerns over, GE products and processes could influence public acceptance of our and our collaborators’
technologies, products and processes.
The
subject of GMOs has received negative publicity, which has aroused public debate. This adverse publicity has led to, and could continue
to lead to, greater regulation, scrutiny, governmental action and trade restrictions on genetically altered products and organisms.
Such changes in regulation, or changes in the interpretation or enforcement of regulations could negatively and materially
impact our ability to produce enhanced fiber and products. Further, there is a risk that products produced using our technologies
could cause adverse health effects or other adverse events, which could also lead to negative publicity.
There
is also an active and vocal group of opponents to GMOs who wish to ban or restrict the technology and who, at a minimum, hope to sway
consumer perceptions and acceptance of this technology. Their efforts include regulatory legal challenges and labeling campaigns for
genetically modified products, as well as application of pressure to consumer retail outlets seeking a commitment not to carry genetically
modified products. Further, these groups have a history of bringing legal action against companies attempting to bring new biotechnology
products to market. We may be subject to future litigation brought by one or more of these organizations in their attempt to block the
development or sale of our products. In addition, animal rights groups and various other organizations and individuals have attempted
to stop genetic engineering activities by pressing for legislation and additional regulation in these areas. We may not be able to overcome
the negative consumer perceptions and potential legal hurdles that these organizations seek to instill or assert against our products,
and our business could be harmed.
If
we are not able to overcome the ethical, legal and social concerns relating to genetic engineering, products and processes using our
technologies may not be accepted. These concerns could result in increased expenses, regulatory scrutiny, delays or other impediments
to our programs or the public acceptance and commercialization of products and processes dependent on our technologies or inventions.
Our ability to develop, produce and commercialize products, or processes using our technologies could be limited or stymied
by public attitudes and governmental action or regulation.
Inadvertent
releases or unintended consequences of releases of synthetic biology technologies by us or others could lead to adverse effects on our
business and results of operations.
The
genetically engineered technologies that we develop may have significantly enhanced strength and elasticity characteristics compared
to those found in native silkworms. While we produce these technologies only for use in a controlled industrial environment, the release
of such technologies into uncontrolled environments could have unintended consequences. Any adverse effect resulting from such a release,
by us or others, could have a material adverse effect on the public acceptance of our products and our business and financial condition.
Such a release could result in enhanced regulatory activity and we could have exposure to significant liability for any resulting
harm.
Our
development of recombinant silk products and development programs depends upon third-parties.
As
we bring our product to market, we will need to develop new relations and collaborations with wholesalers, retailers, silk spinners,
weavers, and freight handlers and end product developers. We expect to depend upon independent collaborations with textile producers,
to conduct development of applications for our transgenic silkworm and recombinant silk polymers, such as recombinant spider silk. We
expect that these collaborators would perform services under agreements with us. Such agreements are often standard-form agreements typically
not subject to extensive negotiation. These collaborators would not be our employees, and in general we would not control the amount
or timing of resources that they devoted to our product development programs. These future collaborators may not assign as great a priority
to our programs or pursue them as diligently as we would if we were undertaking such programs ourselves. If outside collaborators fail
to devote sufficient time and resources to product developments programs using our transgenic silkworm technologies, or if their performance
is substandard, our introduction of protein-based fiber products will be delayed or may not result at all. These future collaborators
may also have relationships with other commercial entities, some of whom may compete with us.
If
conflicts arise with our collaborators, they may act in their self-interests, which may be adverse to our interests.
Conflicts
may arise in collaborations we have entered into or may enter into due to one or more of the following:
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disputes
with respect to payments that we believe are due under a collaboration agreement; |
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disagreements
with respect to ownership of intellectual property rights; |
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unwillingness
on the part of a collaborator to keep us informed regarding the progress of its development and commercialization activities, or
to permit public disclosure of these activities; |
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delay
of a collaborator’s development or commercialization efforts with respect to our product development; or |
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termination
or non-renewal of the collaboration. |
In
addition, in our collaborations, we may be required to agree not to conduct independently, or with any third party, any research or developments
that are competitive with the research conducted under our collaborations. Our collaborations may have the effect of limiting the areas
of research or product commercialization that we may pursue, either alone or with others. Our collaborators, however, may be able to
develop, either alone or with others, products in related fields that are competitive with the products or potential products that are
the subject of these collaborations.
If
we are unable to establish sales and marketing capabilities or enter into agreements with third parties to sell and market products we
may develop, we may not be able to generate product revenue.
We do not currently have an organization for
the sales, marketing and distribution of any fiber products that we expect to develop other than our joint venture, SpydaSilk Enterprises.
In order to market any products that may be developed, we must build our sales, marketing, managerial and other non-technical capabilities
or make arrangements with third parties to perform these services. In addition, we have no experience in developing, training or managing
a sales force and will incur substantial additional expenses in doing so. The cost of establishing and maintaining a sales force may
exceed its cost effectiveness. Furthermore, we will compete with many companies that currently have extensive and well-funded marketing
and sales operations. Our marketing and sales efforts may be unable to compete successfully against these companies. If we are unable
to establish adequate sales, marketing and distribution capabilities, whether independently or with third parties, we may not be able
to generate product revenue and may not become profitable.
We
may be unable to meet or sustain pricing or material performance requirements.
We are not aware of any other company that has
established a commercially viable and cost-effective production system for recombinant spider silks. We have not yet achieved large
scale commercial production of spider silk and therefore have not demonstrated an ability to sustain pricing and materials performance
targets at scale. If we are unable to match or sustain the pricing requirement for our target markets or achieve and maintain material
performance expectations, it will have a material adverse impact on our business.
Our
production system is based upon living transgenic organisms.
Our production system is based on transgenic
silkworms. Therefore, anything affecting the lifecycle of those silkworms, including but not limited to known and unknown silkworm diseases,
climate, or nutrition could have significant negative effects on our production or our products. Silkworms are prone to numerous diseases
and also have very strict dietary requirements. Such negative effects to our production could materially adversely affect our operations
and ability to receive revenue in the future. We are working to increase the robustness of our silkworms within the production environment,
including disease resistance and tolerance to local climates. Our ability to produce silk in a cost-effective manner will be dependent
upon the success of our hybridization program and other initiatives to increase robustness.
Risks
Related to Intellectual Property
We
currently do not have patent rights to the products we are seeking to develop and we currently license some of the genetic sequences
and genetic engineering technology we need to develop our products. If any third party challenges our claim to intellectual property
rights in the fiber products we are seeking to develop or the intellectual property rights that we license, our business may be materially
harmed.
We
do not have utility or design patents to the fibers and products we are seeking to develop. It is possible that the fiber products we
are seeking to develop could be imitated or directly manufactured and sold by a competitor. In addition, some or all of our research,
development ideas and proposed products may be covered by patent rights held by some other entity. In that event, we could incur substantial
liability, we could be subject to litigation and claims, and our business would be materially adversely affected.
The intellectual property rights that we have
licensed could be challenged or voided or we could realize that the licensed intellectual property is worthless and without utility.
We may also need to license additional intellectual property from persons or entities in order to successfully complete our research
and development, and we cannot be certain that we will be able to enter into a license agreement with such persons or entities. If we
cannot enter into such license agreements, our operations will be adversely affected and our prospects negatively affected.
We
have no assurance of the future grant of patents for technologies we hope to develop. If we are unable to secure intellectual property
protection rights for new technologies developed, our business would be materially harmed.
We
have limited intellectual property protection in foreign markets, which could affect our ability to grow our markets and increase our
revenue.
The
intellectual property that we licensed from Notre Dame is covered by a series of U.S. patents
and U.S. patent applications with limited or no international patent protection. Foreign competitors could be using the same technology
that we have licensed, which would affect our ability to expand our markets beyond the United States. We are aware that international
laboratories and potential competitors are using the “piggyback” gene splicing technology for the genetic modification of
silkworm. Such limited foreign intellectual property could affect our ability to introduce fiber products in international markets or
effectively compete in such markets.
The
patents underlying our license agreements could expire or be invalidated prior to our commercializing our specialty fibers, which would
result in the loss of our competitive edge and could negatively impact our revenues and results of operations.
The
patent rights that we license could expire or be invalidated before we are ready to market or commercialize any fiber product, or while
we are still in research and development phases of proposed products, in which event the patents would be worthless and would not protect
us from potential competitors who would then have low barriers to entry and who would be in a position to compete more effectively with
us.
Risks
Related to International Operations
We
may fail to foresee challenges with international operations.
The
Company and its current management have no history or experience in establishing and developing international business units and production
facilities outside of those we have already established. Our future success will depend heavily upon on our ability to oversee production
operations at facilities and locations outside of the United States and management’s day-to-day oversight. Unforeseen challenges
in sustaining efficient operations, decreases in product quality, language and cultural difference, legal and regulatory difference,
or theft of intellectual property from these satellite production facilities, or other yet undiscovered challenges could have an
adverse material effect on us.
We
may face unforeseen challenges with the import and export of our products.
The
success of our operations depends on our ability to ship the silk fibers and yarns produced by GMO’s. There is no guarantee that
the existing authorizations and interpretations of rules will remain in effect. Increasing restrictions on the shipping of products with
GMO’s or importation of GMO’s may materially impact our business.
Our
international operations will be subject to the laws of the jurisdictions in which we operate.
A
significant portion of our business operations will occur in South-East Asia. We will be generally subject to laws and regulations
applicable to foreign business, investment, molecular biology, transgenic organisms, land use, in Vietnam and possibly other
countries. The Vietnamese legal system is based, at least in part, on written statutes. However, since these laws and regulations
are relatively new and the Vietnamese legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules
are not always uniform and enforcement of these laws, regulations and rules involves risks and uncertainties. Governmental
agencies may have overlapping jurisdiction and possible conflicting regulation or interpretation of regulations, adding additional risk
and uncertainty.
We
cannot predict the effect of future developments in the legal or administrative systems of developing countries, including the
promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, the preemption of local regulations
by national laws, or the overturn of local government’s decisions by the superior government or the overruling or ignoring of
one agency’s decision by another agency. These uncertainties create risks which may adversely and materially impact our
business.
We
may be adversely affected by economic and political conditions in the countries where we operate.
We operate in the United States, Vietnam, and
potentially other countries. We have a joint venture in Singapore. Economic and political changes in these countries, such as
inflation rates, recession, foreign ownership restrictions, import/export restrictions, labor policies, policies related to
GMO’s, restrictions on transfer of funds into or out of a country and similar factors may adversely and materially affect
results of operations.
While
it is our understanding that the economy in Vietnam has grown significantly in the past 20 years, the growth has been uneven, both geographically
and among various economic sectors. The government of Vietnam has implemented various measures to encourage or control economic growth
and guide the allocation of resources. Some of these measures benefit the overall Vietnamese economy, but may also have a negative effect
on us. For example, our financial condition and results of operations may be adversely and materially affected by government control
over capital investments, land use, GMO’s, or changes in tax regulations that are applicable to us.
The
Vietnamese economy has been transitioning from a planned economy to a more market-oriented economy4. Although in recent years
the Vietnamese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of
state ownership of productive assets and the establishment of sound corporate governance in business enterprises, a substantial portion
of the productive assets in Vietnam are still owned by the Vietnamese government. The continued control of these assets and other aspects
of the national economy by Vietnam government could materially and adversely affect our business. The Vietnamese government also exercises
significant control over Vietnamese economic growth through the allocation of resources, controlling payment of foreign currency-denominated
obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Efforts by the Vietnamese
government to slow the pace of growth of the Vietnamese economy could negatively affect our business.
4
https://www.lowyinstitute.org/publications/missing-middle-political-economy-economic-restructuring-vietnam
We
may be adversely affected by social, political or legal changes
We have a substantial portion of our operations in parts of the world where
internal social, legal and political changes are not uncommon and are taking place. The direction and consequences of these changes
are not predictable by us nor are they transparent to us.
Any
such changes as they may relate to attitudes, policy, enforcement or regulation, regarding investment, property rights,
biotechnology, GMOs and the general business, investment, or taxation environment may have material negative consequences for our
business. We have very limited ability to protect our interests from societal or political changes anywhere in the
world.
Risks
Related to Regulations
Potential
future regulations limiting our ability to sell or produce genetically engineered products could harm our business.
We
have and expect to continue to develop biologic products using GMOs. Products derived from GMOs may in some instances be
subject to bans or additional regulation by federal, state, local and foreign government agencies. This complex regulatory environment
is in flux and is not predictable by us. These agencies may not allow us or our collaborators and licensees to produce GMOs
and market products derived from GMOs, or could prevent us from doing so in a timely manner or under technically or commercially feasible conditions.
Further,
we and our current and future collaborators and licensees are subject to regulations in the other countries in which we operate outside
of the U.S., which may have different rules and regulations depending on the jurisdiction. Different countries have different rules regarding
which products qualify as GMO. If any of these countries expand the definition of GMO or increase the regulatory burden on GMO
products, our business could be harmed.
Changes
in regulatory enforcement, requirements,
laws and policies, or evolving interpretations of existing regulatory requirements, laws and policies, may result in increased compliance
costs, delays, capital expenditures, ceasing of production operations and other financial obligations that could materially and
adversely affect our business or financial results.
We
face various governmental regulations, which could have a material negative impact on our business.
We
face various governmental regulations regarding import/export, taxes, transgenics and biological research, as well as, transgenic product
manufacture and distribution, environmental regulation and packaging requirements. Any changes in regulation, enforcement, or interpretation
may be adverse to our operations production, revenues, and potential profit. We are especially at risk from governmental restriction
and regulations related to GMO’s and the use of transgenic organisms in our productions. Federal, state and foreign regulations
impose strict regulation on the use, storage, and transportation of such transgenic organisms. Such rules impose severe penalties on
us for any breach of regulations, for any spill, release, or contamination caused while the substances are under our direct or indirect
ownership or control. We are not aware of any such breach of governmental regulation, or of any spill, release, or contamination, however,
if such a release, or other regulatory breach does occur in the future, the resulting clean-up costs, and/or fines and penalties, would
cause a material negative effect on the Company and our financial future.
We
face additional challenges associated with operating in overseas locations, which have additional governmental regulations and
restrictions. Those regulations are subject to change and interpretation relating to GMO’s. Such changes could limit our
ability to sell or produce GMO products. We cannot be assured that what is allowed today will be allowable in the future. Furthermore,
the revocation or loss of any license, permit or authorization necessary or desirable for the conduct of our business, or our failure
to obtain such an authorization could materially and adversely affect our business.
Any such change in regulation, the interpretation of laws and regulations
or changes in enforcement, or governmental agency attitudes, especially as they relate to GMOs could have a material negative impact on
our operations.
Risks
Related to This Offering and Our Common Stock
Our
sole Director owns a significant percentage of our outstanding voting securities which could reduce the ability of minority stockholders
to effect certain corporate actions.
Collectively,
due to the voting rights features of the Series A Preferred Stock (which is owned solely by our chief executive officer), our officers
and directors own an aggregate of 804,808,412 shares of our voting securities, or approximately 49.1% of our outstanding
voting securities. As a result, currently, and after this offering, they will possess significant influence and can elect a majority
of our Board and authorize or prevent proposed significant corporate transactions without the votes of any other stockholders. They are
expected to have significant influence over a decision to enter into any corporate transaction and have the ability to prevent any transaction
that requires the approval of stockholders, regardless of whether or not our other stockholders believe that such transaction is in our
best interests. Such concentration of voting power could have the effect of delaying, deterring, or preventing a change of control or
other business combination, which could, in turn, have an adverse effect on the market price of our Common Stock or prevent our shareholders
from realizing a premium over the then-prevailing market price for their Common Stock.
We
may need to raise additional capital by sales of our securities, which may adversely affect the market price of our Common Stock and
your rights in us may be reduced.
We
expect to continue to incur product development and selling, general and administrative costs, and in order to satisfy our funding requirements,
we will need to continue to raise additional capital above and beyond the anticipated proceeds of this offering. The sale or the proposed
sale of substantial amounts of our Common Stock or other securities in the public markets may adversely affect the market price of our
Common Stock and our stock price may decline substantially. Our stockholders may experience substantial dilution and a reduction in the
price that they are able to obtain upon sale of their shares. Also, new equity securities issued may have greater rights, preferences
or privileges than our existing Common Stock. Furthermore, additional capital may not be available in sufficient amounts or on reasonable
terms, if at all, and our ability to raise additional capital may be adversely impacted by potential worsening global economic conditions
and the recent disruptions to and volatility in the credit and financial markets in the United States and worldwide resulting from the
ongoing COVID-19 pandemic.
We
do not intend to pay dividends.
We
have never declared or paid any cash dividends on our securities. We currently intend to retain our earnings for funding growth and,
therefore, do not expect to pay any dividends in the foreseeable future.
The
market price of our Common Stock may be volatile and may be affected by market conditions beyond our control, and you may not be able
to sell our Common Stock.
Publicly
traded companies generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate
to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our securities,
regardless of our actual operating performance.
The
market for our Common Stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our
share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is
attributable to a number of factors. First, our shares of Common Stock are sporadically and thinly traded. As a consequence of this lack
of liquidity, the trading of relatively small quantities of shares by our stockholders may disproportionately influence the price of
those shares in either direction. The price for our shares Common Stock could, for example, decline precipitously in the event that a
large number of shares of our Common Stock are sold on the market without commensurate demand, as compared to a seasoned issuer which
could better absorb those sales without adverse impact on its share price. Second, we are a speculative or “risky” investment
due to our limited operating history and lack of revenue to date, and uncertainty of future market acceptance for our potential products.
As a consequence of this enhanced risk, more risk-averse investors may, under the fear of losing all or most of their investment in the
event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts
than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market
price of our Common Stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing
market price for our Common Stock will be at any time, including as to whether our Common Stock will sustain its current market price,
or as to what effect the sale of shares or the availability of Common Stock for sale at any time will have on the prevailing market price.
The
market price of our Common Stock is subject to significant fluctuations in response to, among other factors:
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the
significant downward pressure on our Common Stock price caused by the sale of a significant number of shares could cause our Common
Stock price to decline, thus allowing short sellers of our Common Stock an opportunity to take advantage of any decrease in the value
of our Common Stock; |
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the
presence and action of short sellers in our Common Stock; |
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market
acceptance of our existing products, as well as products in development; |
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the
timing of regulatory approvals; |
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our
ability or the ability of third-party distributors to sell, market, and distribute our products; |
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our
ability or the ability of our contract manufacturers to manufacture our products efficiently; |
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changes
in our financial performance or a change in financial estimates or recommendations by securities analysts; |
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our
ability to raise additional funds to complete development of our pharmaceutical product candidates; |
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announcements
of innovations or new products or services by us or our competitors; |
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the
emergence of new competitors or success of our existing competitors; |
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operating
and market price performance of other companies that investors deem comparable; |
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sales
or purchases of our Common Stock by insiders; |
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commencement
of, or involvement in, litigation; |
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changes
in governmental regulations; and |
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general
economic conditions and slow or negative growth of related markets. |
In
addition, if the market for stock in our industry, or the stock market in general, experiences a loss of investor confidence, the market
price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations.
The stock markets have experienced extreme
price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies, including
very recently in connection with the ongoing COVID-19 pandemic, which has resulted in decreased stock prices for many companies notwithstanding
the lack of a fundamental change in their underlying business models or prospects. These fluctuations have often been unrelated or disproportionate
to the operating performance of those companies. Broad market and industry factors, including potentially worsening economic conditions
and other adverse effects or developments relating to the ongoing COVID-19 pandemic, political, regulatory and other market conditions,
may negatively affect the market price of shares of our common stock, regardless of our actual operating performance. The market price
of shares of our common stock may decline below the initial public offering price, and you may lose some or all of your investment.
If
any of the foregoing occurs, it could cause the price of our Common Stock to fall and may expose us to lawsuits that, even if unsuccessful,
could be costly to defend and distract our Board and management.
We
are currently subject to penny stock regulations and restrictions and if we continue to be subject to such regulations and restrictions
you may have difficulty selling shares of our Common Stock.
The
Commission has adopted regulations which generally define so-called “penny stocks” as an equity security that has a market
price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. Our Common Stock
is a “penny stock”, and we are subject to Rule 15g-9 under the Exchange Act, or the Penny Stock Rule. This rule imposes additional
sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited
investors” (generally, individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together
with their spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser
and receive the purchaser’s written consent to the transaction prior to sale. As a result, this rule affects the ability of broker-dealers
to sell our securities and affects the ability of purchasers to sell any of our securities in the secondary market.
For
any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure
schedule prepared by the Commission relating to the penny stock market. Disclosure is also required to be made about sales commissions
payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements
are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market
in penny stock.
In
addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (“FINRA”) has
adopted similar rules that may also limit a stockholder’s ability to buy and sell our Common Stock. FINRA rules require that in
recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable
for such customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers
must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and
other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced
securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to
recommend that their customers buy our Common Stock, which may limit your ability to buy and sell our stock and have an adverse effect
on the market for our shares.
Shares
eligible for future sale may have adverse effects on our share price.
Sales
of substantial amounts of shares or the perception that such sales could occur may adversely affect the prevailing market price for our
shares. We may issue additional shares in subsequent public offerings or private placements to make new investments or for other purposes.
We are not required to offer any such shares to existing shareholders on a preemptive basis. Therefore, it may not be possible for existing
shareholders to participate in such future share issuances, which may dilute the existing shareholders’ interests in us.
Future
sales of additional shares of our common stock or securities convertible into shares of our common stock may dilute our shareholders’
ownership in us and may adversely affect us or the trading price of our common stock.
We
may issue additional shares of our common stock or securities convertible into our common stock in the future pursuant to current or
future employee stock incentive plans, employee stock grants, or in connection with future acquisitions or financings. We cannot predict
the size of any such future issuances or the effect, if any, that any such future issuances will have on the trading price of our common
stock. Any such future issuances of shares of our common stock or securities convertible into common stock may have a dilutive effect
on the holders of our common stock and could have a material negative effect on the trading price of our common stock.
Future
sales of shares of our common stock could lower the trading price of our common stock, and any additional capital raised by us through
the sale of additional equity or convertible debt securities may dilute our shareholders’ ownership in us and may adversely affect
us or the trading price of our common stock.
We
may issue additional shares of common stock or other securities in primary offerings and the Selling Shareholders may resell shares of
our common stock in subsequent secondary offerings. We cannot predict the size of additional issuances or future resales of shares of
our common stock or convertible securities, the offering price in any such issuance or resale or the effect, if any, that additional
issuances or future resales will have on the trading price of our common stock. Additional issuances and resales of substantial amounts
of our common stock or convertible securities, or the perception that such additional issuances or resales could occur, may adversely
affect prevailing trading prices for our common stock.
The loss of liquidity could adversely
impact a Shareholder’s ability to sell Shares.
The Shares are listed
for trading on the OTCQB under the market symbol “KBLB.” The Company’s stock is thinly traded. Any reduction in the
volume of shares traded could result in the loss of liquidity. Such loss of liquidity could limit the ability for the Company to raise
additional capital to fund the operations and impact the Shareholders ability to sell shares. There is no guarantee that our stock
will continue to be listed on the OTCQB. If we were delisted from the OTCQB there would be a loss of liquidity that would significantly
impact our shareholders and their ability to liquate their investment.
DISCLOSURE
REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements about our industry and us that involve substantial risks and uncertainties. Our actual
results could differ materially from those discussed in the forward-looking statements. All statements other than statements of historical
facts contained in this prospectus, including statements regarding our future results of operations and financial condition, business
strategy and plans, and objectives of management for future operations, are forward-looking statements. In some cases, you can identify
forward-looking statements by words such as “anticipate,” “believe,” “continue,” “could,”
“design,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,”
“predict,” “project,” “should,” “will” or the negative of these terms or other similar
expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and
financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These
forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including risks described
in the section titled “Risk Factors” and elsewhere in this prospectus and should not be relied upon.
The
forward-looking statements in this prospectus relate to, among others:
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Our
ability to continue as a going concern; |
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Our
ability to generate significant revenues and to become profitable; |
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Our
ability to estimate future expenses; |
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The
effect of the ongoing COVID-19 pandemic; |
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Our
ability to maintain an effective system of internal controls; |
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Our
ability to protect our intellectual property rights and to secure additional rights domestically and internationally; |
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Our
ability to successfully manage our growth domestically and internationally; |
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Our
ability to retain the services of key personnel; |
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Our
reliance on independent third-party collaborators to develop and deliver products to market; |
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Our
reliance on key management personnel and future need for highly skilled personnel; |
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Our
ability to successfully develop sales and marketing for our products; |
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Market
acceptance of pricing and performance for products we develop; |
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Our
ability to generate sustainable earnings and net operating profits; |
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Our
ability to adapt to regulatory and technology changes impacting our industry; |
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The
potential for product liability claims regarding our products and the use of GMOs in our production system; |
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Actions
taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial
and other governmental authorities; |
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Competition
in our industry; |
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The
loss of or failure to obtain any license or permit necessary or desirable in the operation of our business; |
|
|
|
|
● |
The
availability of additional capital to support development; |
|
|
|
|
● |
Our
production system is based upon living transgenic organisms; and |
|
|
|
|
● |
Certain
other risks and uncertainties set forth elsewhere in this prospectus under the section titled “Risk Factors”. |
These
risks are not exhaustive. Other sections of this prospectus may include additional factors that could harm our business and financial
performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time,
and it is not possible for our management to predict all risk factors nor can we assess the impact of all factors on our business or
the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in, or implied by,
any forward-looking statements. There are undoubtedly risks which are unknown or under appreciated by management which are not listed
here or incorporated into our projections and timelines. Given these uncertainties, you should not place undue reliance on these
forward-looking statements.
Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels
of activity, performance or achievements, which speak only as of their dates. Except as required by law, we undertake no obligation to
update publicly any forward-looking statements for any reason after the date of this prospectus or to conform these statements to actual
results or to changes in our expectations.
USE
OF PROCEEDS
We
are not selling any of the shares of common stock being offered by this prospectus and will receive no proceeds from the sale of the
shares by the Selling Shareholders. We will, however, receive the exercise price of the Warrants, if and when such warrants are exercised
for cash by the holders of such warrants. All of the proceeds from the sale of common stock offered by this prospectus will go to the
Selling Shareholders at the time they offer and sell such shares.
We
will pay the expenses of registration of the shares of our common stock covered by this prospectus, including legal and accounting fees.
DIVIDEND
POLICY
We
have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends on our
capital stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to support operations
and to finance the growth and development of our business. Any future determination to pay dividends will be made at the discretion of
our Board, subject to applicable laws and will depend upon, among other factors, our results of operations, financial condition, contractual
restrictions and capital requirements. Our future ability to pay cash dividends on our capital stock may also be limited by the terms
of any debt instruments or preferred securities issued in the future.
DETERMINATION
OF OFFERING PRICE
The
prices at which the shares of common stock are covered by this prospectus may actually be sold will be determined by the prevailing public
market price for shares of our common stock, by negotiations between the Selling Shareholders and buyers of our common stock in private
transactions or as otherwise described in “Plan of Distribution.”
MARKET
PRICE AND DIVIDENDS ON OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market
Information
Our
Common Stock is quoted under the symbol “KBLB” on the OTCQB. You should be aware that over-the-counter market quotations
may reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.
The high and low bid quotations for our shares of our common stock for each full quarterly period within the two most recent fiscal years
(prices set forth below represent inter-dealer quotations, without retail markup, markdown or commission and may not be reflective of
actual transactions):
| |
High | |
Low |
Fiscal 2022 | |
| | | |
| | |
Quarter ended March 31, 2022 | |
$ | 0.11 | | |
$ | 0.07 | |
Quarter ended June 30, 2022 | |
$ | 0.09 | | |
$ | 0.06 | |
Quarter ended September 30, 2022 | |
$ | 0.07 | | |
$ | 0.05 | |
Quarter ended December 31, 2022 | |
$ | 0.05 | | |
$ | 0.03 | |
Fiscal 2023 | |
| | | |
| | |
Quarter ended March 31, 2023 | |
$ | 0.05 | | |
$ | 0.03 | |
Quarter ended June 30, 2023 | |
$ | 0.07 | | |
$ | 0.04 | |
Quarter ended September 30, 2023 | |
$ | 0.04 | | |
$ | 0.03 | |
Quarter ended December 31, 2023 | |
$ | 0.05 | | |
$ | 0.03 | |
Fiscal 2024 | |
| | | |
| | |
Quarter ended March 31, 2024 | |
$ | 0.1496 | | |
$ | 0.0349 | |
As
of June 7, 2024, the last reported sale price of our Common Stock on the OTCQB was $0.132 per share.
Holders
As of June 10, 2024, we
had 34 holders of record of our Common Stock and 1 holder of our Series A Preferred Stock. The holders of Common Stock are entitled
to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the Common Stock have no
pre-emptive rights and no right to convert their Common Stock into any other securities; each share of Series A Preferred Stock is
convertible into one share of Common Stock at the holder’s option. There are no redemption or sinking fund provisions
applicable to the Common Stock.
Dividends
We
have never declared or paid any cash dividend on our capital stock, and we do not currently intend to pay any cash dividends on our capital
stock in the foreseeable future. We currently anticipate that we will retain future earnings to support reinvestments in our business
and/or to repay outstanding debt from time to time. Any payment of cash dividends in the future will be at the discretion of our Board
and will depend upon, among other things, future operating earnings and cash flows, future capital requirements, contractual restrictions
(including those contained in the agreements and instruments governing our debt and the certificates of designation of our convertible
preferred stock) and general business conditions.
SELLING
STOCKHOLDERS
The
shares of Common Stock being offered by the selling stockholders are issuable upon conversion of the convertible debenture and exercise
of the warrant. For additional information regarding the issuance of the convertible debenture and underlying warrant, see “Prospectus
Summary - Yorkville Transactions” above. We are registering the shares of Common Stock in order to permit the
selling stockholders to offer the shares for resale from time to time. Except as otherwise noted and except for the ownership of the
convertible debenture and warrant issued pursuant to the Securities Purchase Agreements, the selling stockholders have not had any material
relationship with us within the past three years.
The
table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of Common Stock by
each of the selling stockholders. The second column lists the number of shares of Common Stock beneficially owned by each selling stockholder,
based on its ownership of the convertible debentures and warrants, as of June 10, 2024, assuming conversion
of all the convertible debentures and exercise of all of the warrants held by the selling stockholders on that date, without regard to
any limitations on conversions or exercise.
The
third column lists the shares of Common Stock being offered by this prospectus by the selling stockholders.
In
accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale
of 306,124,163 shares of common stock issued or issuable to the selling stockholders pursuant to the Securities Purchase Agreements.
Because the conversion price of the convertible debenture and exercise price of the warrant may be adjusted, the number of shares
that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes
the sale of all of the shares offered by the selling stockholders pursuant to this prospectus.
Under
the terms of the convertible debenture and warrant, a selling stockholder may not convert the convertible debenture or exercise the warrant
to the extent such conversion or exercise would cause such selling stockholder, together with its affiliates, to beneficially own a number
of shares of Common Stock which would exceed 4.99% of our then outstanding shares of Common Stock following such conversion or exercise,
excluding for purposes of such determination shares of Common Stock issuable upon conversion of the convertible debentures which have
not been converted. The number of shares in the second column does not reflect this limitation. The selling stockholders may sell all,
some or none of their shares in this offering. See “Plan of Distribution.”
Name of Selling Stockholder | |
Number of Shares Owned Prior to Offering | | |
Maximum Number of Shares to be Sold Pursuant to this Prospectus | | |
Number of Shares Owned After Offering | |
YAII PN, Ltd. (1) | |
| 0 | | |
| 27,910,714 | (2) | |
| 0 | |
|
(1) |
YAII
PN, Ltd. is a Cayman Island exempt company. YAII PN, Ltd. is managed by Yorkville Advisors Global, LP. Investment decisions for Yorkville
Advisors Global, LP are made by Mark Angelo, its portfolio manager. |
|
|
|
|
(2) |
Includes:
(i) 12,500,000 shares of common stock underlying
a warrant issued pursuant to the 2022 Yorkville Transaction; (ii) 4,285,714 shares underlying a second warrants issued pursuant to
the 2022 Yorkville Transaction; (iii) 8,000,000 shares of common stock underlying a warrant issued pursuant to the 2021 Yorkville
Transaction; and (iv) 3,125,000 shares of common stock underlying a warrant issued on December 11, 2020. As of the date
hereof, the selling SH converted all the notes and sold all of the shares issued pursuant thereto. |
PLAN
OF DISTRIBUTION
We
are registering up to 306,124,163 shares of our Common Stock, including 11,125,000 shares
of Common Stock previously registered on Registration Statement on Form S-1 (File No. 333-255041), for resale by the Selling Stockholders.
Each
Selling Stockholder (the “Selling Stockholders”) of the common stock and any of their pledgees, assignees and successors-in-interest
may, from time to time, sell any or all of their shares of common stock on the OTCQB or any other stock exchange, market or trading facility
on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may
use any one or more of the following methods when selling shares:
|
● |
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
|
|
|
|
● |
block
trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; |
|
|
|
|
● |
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account; |
|
|
|
|
● |
an
exchange distribution in accordance with the rules of the applicable exchange; |
|
|
|
|
● |
privately
negotiated transactions; |
|
● |
broker-dealers
may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; |
|
|
|
|
● |
through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
|
|
|
|
● |
a
combination of any such methods of sale; or |
|
|
|
|
● |
any
other method permitted pursuant to applicable law. |
The
Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”),
if available, rather than under this prospectus.
Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in
amounts to be negotiated, but except as set forth in a supplement to this Prospectus, in the case of an agency transaction not
in excess of a customary brokerage commission in compliance with NASDR Rule 2440; and in the case of a principal transaction a markup
or markdown in compliance with NASDR IM-2440.
In
connection with the sale of the common stock or interests therein, the Selling Stockholders may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging
the positions they assume. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial
institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial
institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant
to this prospectus (as supplemented or amended to reflect such transaction).
The
Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under
the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions
and markups which, in the aggregate, would exceed eight percent (8%).
The
Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company
has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under
the Securities Act.
Because
Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to
the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this
prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus.
There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders.
We
agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders
without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule
of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other
rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable
state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified
for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously
engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M,
prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares
of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling
Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the
sale (including by compliance with Rule 172 under the Securities Act).
Securities
Authorized for Issuance under Equity Compensation Plans
The
following table discloses information as of the date of this prospectus, with respect to compensation plans (including individual compensation
arrangements) under which our equity securities are authorized for issuance, aggregated as follows:
Equity
Compensation Plan Information
Plan category | |
Number of securities to be issued upon exercise of outstanding options, warrants and rights | | |
Weighted-average exercise price of outstanding options, warrants and rights | | |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |
| |
(a) | | |
(b) | | |
(c) | |
Equity compensation plans approved by security holders | |
| 0 | | |
| 0 | | |
| 0 | |
Equity compensation plans not approved by security holders | |
| 57,170,000 | | |
| 0 | | |
| 113,221,235 | |
Total | |
| 57,170,000 | | |
| 0 | | |
| 113,221,235
| |
2019
Employee Stock Option Plan
Effective
December 9, 2019, we adopted the 2019 Employee Stock Option Plan (“Plan”), with 80,000,000 shares issuable pursuant to the
Plan. Beginning on January 1, 2020 and continuing on each January 1st that the Plan is in place, an additional number of shares
equal to the lesser of: (i) 2% of the number of shares of Common Stock outstanding (fully-diluted) on the immediately preceding December
31 and (ii) such lower number of shares as may be determined by the Board or committee, shall be added to the number of shares issuable
under the Plan. As of the date hereof, 60,590,000 options and warrants have been issued pursuant to the Plan (although
some have been cancelled) and 113,221,235 shares remain issuable pursuant to the Plan, based on the terms of the Plan as set forth
above.
Eligibility. The
Plan provides for the grant of incentive stock options to our employees and any parent and subsidiary corporations’ employees and
for the grant of nonqualified share options, restricted shares, restricted share units, share appreciation rights, share bonuses and
performance awards to our employees, directors and consultants and our parent and subsidiary corporations’ employees and
consultants.
Administration. The
Plan is administered by the Board or by a committee of not fewer than 2 members, each of whom is an outside Director and all of whom
are disinterested, designated by the Board to administer the Plan. The plan administrator determines the terms of all awards.
Types
of Awards. The Plan allows for the grant of nonqualified stock options, incentive stock options, restricted share options, restricted
stock units, stock appreciation rights, stock bonuses and performance awards.
Award
Agreements. All awards under the Plan are evidenced by an award agreement which shall set forth the number of shares subject
to the award and the terms and conditions of the award, which shall be consistent with the Plan.
Term
of Awards. The term of awards granted under the Plan is ten years.
Vesting
Schedule and Price. The plan administrator has the sole discretion in setting the vesting period and, if applicable, exercise
schedule of an award, determining that an award may not vest for a specified period after it is granted and accelerating the vesting
period of an award. The plan administrator determines the exercise or purchase price of each award, to the extent applicable.
Transferability. Unless
the plan administrator provides otherwise, the Plan does not allow for the transfer of awards other than by will or the laws of descent
and distribution. Unless otherwise permitted by the plan administrator, options may be exercised during the lifetime of the optionee
only by the optionee or the optionee’s guardian or legal representative.
Adjustments. In
the event the Board or committee determines that any dividend or distribution, recapitalization, stock split, reorganization, merger,
consolidate, split-up, spin-off, or other similar corporate transact or event affects the shares subject to the Plan such that an adjustment
is determined by the Board or committee to be appropriate to prevent dilution or enlargement of the benefits intended to be made under
the Plan, appropriate adjustments will be made to the share maximums and exercise prices, as applicable.
Governing
Law and Compliance with Law. The Plan and awards granted under it are governed by and construed in accordance with the laws
of the Wyoming. Shares will not be issued under an award unless the issuance is permitted by applicable law.
Amendment
and Termination. The Plan terminates ten years from the date it was approved, unless it is terminated earlier by our Board.
The Board may amend, alter, suspend, discontinue, or terminate the plan, including, without limitation, any amendment, alternation, suspension,
discontinuation, or termination that would impart the rights of any participant, or any other holder or beneficiary of any award theretofore
granted, without the consent of any share owner, participant, other holder or beneficiary of an award, or other person, unless required
by applicable law.
BUSINESS
Overview
Kraig Biocraft Laboratories, Inc., a Wyoming corporation,
is a corporation organized to develop high strength fibers using recombinant DNA technology for commercial applications in technical
textile. We use genetically engineered silkworms that produce spider silk proteins to create our recombinant spider silk. Applications
include performance apparel, workwear, filtration, luxury fashion, flexible composites, medical implants, cosmetics and more. We believe
that we have been a leader in the research and development of commercially scalable and cost-effective spider silk for technical
textile and non-fibrous applications. Our primary proprietary fiber technology includes natural and engineered variants of spider silk
produced in domesticated mulberry silkworms. Our business brings twenty-first century biotechnology to the historical silk industry,
permitting us to introduce materials with innovative properties and claims into an established commercial ecosystem of silkworm rearing,
silk spinning and weaving, and manufacture of garments and other products that can include our specialty fibers and textiles. Specialty
fibers are engineered for specific uses that require exceptional strength, flexibility, heat resistance and/or chemical resistance. The
specialty fiber market is exemplified by two synthetic fiber products that come from petroleum derivatives: (1) aramid fibers; and (2)
ultra-high molecular weight polyethylene fibers. The technical textile industry involves products for both industrial and consumer products,
such as filtration fabrics, medical textiles (e.g., sutures and artificial ligaments), safety and protective clothing and fabrics
used in military and aerospace applications (e.g., high-strength composite materials).
We are using genetic engineering technologies
to develop fibers with greater strength, resiliency and flexibility for use in our target markets, namely the specialty fiber and technical
textile industries. We believe that the genetically engineered protein-based fibers we seek to produce have properties that are in some
ways superior to the materials currently available in the marketplace. Production of our product in commercial quantities holds what
we believe to be potential life-saving ballistic resistant material, which we believe is lighter, thinner, more flexible, and tougher
than steel. Other potential applications for spider silk based recombinant fibers include use as structural material and for any application
in which light weight and high strength are required. We believe that fibers made with recombinant protein-based polymers will make significant
inroads into the specialty fiber and technical textile markets.
Through our technologies, the introduction of the
gene sequence based on those found in native spider silk, results in a germline transformation and is therefore self-perpetuating. Our
recombinant spider silk fibers incorporate the silk proteins found in spider silk with native silkworm silk proteins. This combination
of native silkworm proteins combined with spider silk protein structures results in new and unique recombinant silk fibers. This
technology is in essence a protein expression platform which has other potential applications including diagnostics and pharmaceutical
production. Moreover, our technologies are “green” inasmuch as our fibers and textiles are derived from nature and do not
use any petrochemicals as an input into the fibers.
The Report of Independent Registered Public Accounting
Firm to our financial statements as of December 31, 2022 and as of December 31, 2023 include an explanatory paragraph stating
that our net loss from operations and net capital deficiency at December 31, 2023 raise substantial doubt about our ability to
continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The
Product
Our
products exploit the unique characteristics of spider silk, specifically dragline silk from Nephila clavipes (golden orb-web spider)
and variants thereof. Such fibers possess unique mechanical properties in terms of strength, resilience and flexibility. Through the
use of genetic engineering, we believe that we have produced a variety of unique transgenic silkworm strains that produce recombinant
spider silk. Our recombinant spider silk fibers incorporate the silk proteins found in spider silk with the native silkworm
silk proteins. This combination of native silkworm proteins combined with spider silk protein structures results in
a new and unique recombinant silk fiber.
Monster
Silk®
Monster
Silk® was the first recombinant spider silk fiber product we developed. Monster Silk incorporates the natural elasticity of spider
silk to make a silk fiber which is more flexible that conventional silk fibers and textiles. We have produced sample products using Monster
Silk® including knit fabrics, gloves, and shirts in collaboration with textile mills. We expect that Monster Silk® will have
market applications across the traditional textile markets where its increased flexibility will provide increased durability and comfort.
Dragon
SilkTM
Dragon
SilkTM is the next evolution in recombinant spider silk, combining the elasticity of Monster Silk® with additional high
strength elements of native spider silk. Some samples of Dragon SilkTM have demonstrated strength beyond that of native spider
silk. This combination of strength and elasticity results in a silk fiber which is soft and flexible, yet tougher than leading synthetic
fiber available on the market. Based on inquires we have received from end market leaders, we believe that Dragon SilkTM- will
have applications in performance apparel, durable workwear, luxury goods and apparel, and composites.
Other
Products
We are continuing to develop new recombinant silks
and other protein-based fibers and materials using our genetic engineering capabilities. The Company leverages the latest in genetic
engineering technology to develop new silk and protein technologies that it believes will have significant advantages over our legacy
technology which created Dragon Silk and Monster Silk. Chief among these is the potential to produce spider silks with greatly increased
purity and performance. Due to the biocompatible and biodegradable properties of silk, we believe that the materials developed using
this process will create opportunities for products in the medical industry, including sutures, grafts, and implants.
Our
Technology
Our
technology builds upon the unique advantages of the domesticated silkworm. The silkworm is an efficient commercial and industrial producer
of protein-based polymers, and forty percent (40%) of the caterpillars’ weight is devoted to the silk glands. The silk glands
produce large amounts of an insoluble protein called fibroin, which the silkworm spins into a composite protein thread (silk).
We
use our genetic engineering technology to create proprietary recombinant silk polymers from the silkworms. On September 29, 2010, we,
along with our collaborators at Notre Dame created approximately twenty different strains of transgenic silkworm which produce recombinant
silk polymers. In October of 2017, with the support of funding from the U.S.
Army, we transitioned our research operations out of Notre Dame and into our own research and development headquarters.
Our
transgenic silkworms are created by inserting the genes expressing spider silk with either natural or engineered amino acid sequences
into the embryos of the silkworm. The spider silk sequence is introduced to the embryo of the silkworm and incorporated into the silkworm
genome using state of the art molecular biology approaches. The spider sequence is created on a circular loop of DNA called a plasmid.
We developed a method to alter the plasmid DNA to more readily allow the mixing and matching of various targeted traits including
spider DNA genes, disease resistance, commercially marketable proteins and other physical properties. In this way, we can
combine different genetic cassettes to create fibers and proteins with the desired chemical, physical, and mechanical
properties more rapidly than through conventional methods.
Production
of this material in commercial quantities holds the potential of a life-saving ballistic resistant material, which is lighter, thinner,
more flexible, and tougher than steel. However, the Company does not currently have any life-saving ballistic products and could be some
time before we are able to produce such a product from the material. Other applications for spider silk based recombinant fibers include
use as structural material and for any application in which light weight and high strength are required. We believe that fibers made
with recombinant protein-based polymers will make significant inroads into the specialty fiber and technical textile markets. Our interactions
with manufacturers of high-performance textiles, convince us that there is an eager commercial market for our innovative, sustainable,
and differentiated technology and products.
Manufacturing
Our
spider silk technology is designed for plug and play incorporation into the existing silk production model. We manufacture and plan
to continue to manufacture our proprietary spider silk fibers using traditional silkworm production practices (sericulture).
Working with our contractors we identified robustness
and acclimation of our silkworm strain to the local climate as one of the most significant challenges to production. In 2023 the Company
implemented a concentrated program to strengthen our production silkworm strains with the goal of increasing their robustness and tolerance
for the commercial production environment. This process involved selective breeding over many generations and isolating target traits
while crossbreeding with more robust specimens. The ultimate goal is to create two, and ultimately four, separate strains of our silkworm,
which, when crossed with each other, would produce significant hybrid vigor. We are now concentrated on six strains, half of which are
ready or nearly ready for field trials. As of December 2023, we achieved homozygosity for the transgene in one of those strains. We achieved
homozygosity of a second strain in the first quarter of 2024. Our work in this area is continuing and accelerating.
The Company, through Prodigy Textiles, has
hired local workers with experience in sericulture production to care for and raise our silkworms through the five instars, or stages,
of the silkworm life cycle, including the final instar when the mature caterpillars produce a cocoon comprised of pure silk. These cocoons
are then reeled to our specifications to form the final spider silk threads such as Dragon SilkTM and Monster
Silk®.
On
July 15, 2022, we signed an agreement with Global Silk Solutions Joint Stock Company (GSS) for contract manufacturing services. On April 26, 2024 the Company notified GSS that it would not be continuing that relationship.
By
utilizing existing production methodology in traditional silk regions to produce our high performance materials, we leverage
historical knowledge, available labor and existing capital infrastructure for production, spinning, and weaving of our spider silk materials. This approach reduces the risk to our manufacturing operations and decreases our need for upfront capital
expenditure.
We
believe that we will be able to target metric tons of capacity of spider silk fiber per annum from our operations when fully developed.
This capacity will allow us to address our anticipated initial demand for applications in the protective, performance, and luxury
textile markets.
The
Market
We
are focusing our work on the creation of new fibers with unique properties including fibers with potential high performance and technical
fiber applications for the performance fiber market. The performance fiber market is currently dominated by two classes of product: aramid
fibers, and ultra-high molecular weight polyethylene fibers. These existing products serve the need for materials with high strength,
resilience, but are unable to delivery flexibility. Because these synthetic performance fibers are stronger and tougher than steel, they
are used in a wide variety of military, industrial, and consumer applications.
The
military and police are among the users of performance fibers for its ballistic protection. The materials are also used for industrial
applications requiring superior strength and toughness, e.g., critical cables and abrasion/impact resistant components. Performance fibers
are also employed in safety equipment, high strength composite materials for the aero-space industry and for ballistic protection by
the defense industry.
The
global market for technical textiles was estimated at greater than $184 billion in 2020 and projected to reach $250 billion by 20271.
These
are industrial materials which have become essential products for both industrial and consumer applications. The market for technical
textiles can be defined as consisting of:
● |
Medical
textiles; |
|
|
● |
Geotextiles; |
|
|
● |
Textiles
used in Defense and Military; |
|
|
● |
Safe
and Protective Clothing; |
|
|
● |
Filtration
Textiles; |
|
|
● |
Textiles
used in Transportation; |
|
|
● |
Textiles
used in Buildings; |
|
|
● |
Composites
with Textile Structure; and, |
|
|
● |
Functional
and Sportive Textiles. |
1
https://www.grandviewresearch.com/industry-analysis/technical-textiles-
market#:~:text=Report%20Overview,4.5%25%20from%202020%20to%202027.
We
believe that the superior mechanical characteristics of the next generation of protein-based polymers (in other words, genetically engineered
silk fibers), will open up new applications for the technology. The materials which we are working to produce are tougher and stronger
than steel.
We
are actively pursuing relationships within target end markets to secure product collaborations with key market channel leaders. Due
to the unique nature of our product, we received numerous unsolicited requests from leading businesses across a range of attractive
end markets requesting materials for applications development. This substantial interest in spider silk materials across
the broad spectrum of applications for high performance fibers and textiles, combined with the limited initial production capacity, has,
we believe, provided the opportunity to be selective in choosing market channel partners best able to bring our product to market
at scale. We are working under non-disclosure agreements to secure these collaborative development agreements and to establish limited
channel exclusivity for firms we believe mirror our culture of innovation. In January 2021 the Company entered into a partnership
and exclusive purchase agreement with M the Movement by Kings Group. This partnership is designed to establish a jointly
owned apparel and fashion brand headquarter in Singapore focuses on sales to the ASEAN region.
Research
and Development
In
2007, we entered into the first series of the Notre Dame Agreements to develop new transgenic silkworms. In 2010, we achieved our longstanding goal of producing new silk fibers composed of recombinant proteins. In 2016, we received
a contract from the U.S. Army to deliver the first samples of its recombinant spider silk materials. In 2017, this contract was expanded
to include research into the development of stronger silk materials. As a result of that contract, the Company brought its research operations
in-house, opening its own research laboratories and expanding its scientific staff. This transition to in-house operations has led to
a series of new technical breakthroughs and is believed to have accelerated the pace of new development. We intend to turn its technology
to the development and production of high performance polymers.
During the fiscal years ended December 31, 2023
and 2022, we have spent approximately 15,126 hours and 10,375 hours, respectively, on research and development
activities, which consisted primarily of laboratory research on genetic engineering by our in-house research operations.
We have initiated production
of our recombinant materials, which we have named Monster Silk® and Dragon SilkTM.
Additionally, we plan to accelerate both our microbiology and selective breeding programs, as well as providing more resources for their
material and genetic testing protocols.
A key aspect of our research program is designed
to target the biggest immediate hurdle to production, the robustness of our silkworms within the large-scale production environment.
Working with our contractors we have identified robustness and acclimation of our silkworm lines to the local climate as one
of the most significant challenges to production. Our research department has initiated, and we are accelerating a hybridization
program, which is explicitly designed to increase robustness and cocoon size.
Our
Intellectual Property Approach
Our
intellectual property strategy utilizes a blended approach of licensed technologies and in-house developments. As part of our intellectual
property portfolio, we have licensed the exclusive right to use certain patented gene-splicing technologies for use in silkworm.
Under
the Notre Dame Agreements, we exercised our right to exclusive commercial use for spider silk technologies developed under that agreement.
We have worked collaboratively with the university to develop fibers with the mechanical characteristics of spider silk. We are applying
this proprietary genetic engineering technology to domesticated silkworms, which we believe is the best path to economical, commercial
scale production of spider silk.
In
2017, we opened a research and development facility to expand on the work conducted at Notre Dame. Since opening this new facility, we
have expanded our intellectual property portfolio with multiple additional provisional and utility patent filings based
on new discoveries and inventions. We will continue to utilize our in-house research capabilities to expand and
strengthen its patent portfolio while also maintaining and growing our trade secrets relating to genetic advancement and
spider silk. We are actively working to develop new approaches to the development of genetically engineering silkworms,
underlying construction techniques, and fundamental genetic sequences for improved material performance.
The
Notre Dame Agreements will last for the duration of the patented materials that we developed with Notre Dame. The new technologies that
we are developing in our internal research labs does not rely on the Notre Dame patented materials and as a result will not be impacted
by an expiration of those agreements.
License
Agreements/Intellectual Property
We
have obtained certain rights to use a number of university created, and patented gene splicing and spider silk protein technologies.
As
part of the joint development program with the University of Notre Dame and the Notre Dame Agreements, Kraig Labs negotiated
an option for exclusive global commercial rights to technologies jointly developed with Notre Dame. Kraig Labs has exercised that option.
As of the date of this filing, four patents relating to the jointly developed technologies have been issued, number 10-1926286
in South Korea, number 2011314072 in Australia, number 26612 in Vietnam, and number 2,812,791 in Canada. These jurisdictions
are a mix of silk producing and consuming countries. We believe protecting our technologies in these countries will
be beneficial to our future operations.
In
addition to the patents related to licensed technologies from Notre Dame listed above, Kraig Labs has filed a number of patent applications
and provisional applications based on technologies developed solely within the Company’s own laboratories. Kraig has filed two
such patent applications and four provisional patent applications based on technologies developed and discoveries from our own independent
research operations.
Table
of Patent Applications and Status
Title |
|
Country |
|
Application
No. |
|
Filing
Date |
|
Patent
No. |
|
Patent
Date |
|
Status |
Transgenic
Silkworms Capable of Producing Chimeric Spider Silk Polypeptides and Fibers |
|
United
States of America |
|
14/754946 |
|
30-Jun-2015 |
|
|
|
|
|
Under
Exam |
Chimeric Spider Silk and Uses Thereof |
|
Japan |
|
2017-038829 |
|
01-Mar-2017 |
|
|
|
|
|
Under Exam |
Chimeric Spider Silk and Uses thereof |
|
China (People’s Republic) |
|
201180057127.1 |
|
28-May-2013 |
|
|
|
|
|
Pending |
Chimeric Spider Silk and Uses thereof |
|
Korea, Republic of |
|
10-2017-7005086 |
|
22-Feb-2017 |
|
10-1926286 |
|
30-Nov-2018 |
|
Granted |
A
Nucleic Acid Encoding a Chimeric Spider Silk Polypeptide, Chimeric Spider Silk Polypeptide, Composite Fiber Comprising the Chimeric
Spider Silk Polypeptide and Method of Preparing a Transgenic Silkworm |
|
Vietnam |
|
1-2013-01306 |
|
25-Apr-2013 |
|
26612 |
|
03-Nov-2020 |
|
Granted |
Chimeric
Spider Silk and Uses thereof |
|
Canada |
|
2812791 |
|
28-Sep-2011 |
|
2812791 |
|
14-Jul-2020 |
|
Granted |
Chimeric
Spider Silk Polypeptides and Fibers Uses Thereof |
|
United
States of America |
|
14/754916 |
|
30-Jun-2015 |
|
|
|
|
|
Under
Exam |
Chimeric
Spider Silk and Uses thereof |
|
Japan |
|
2013-530432 |
|
26-Mar-2013 |
|
|
|
|
|
Pending |
Chimeric
Spider Silk and Uses thereof |
|
France |
|
11833071.1 |
|
26-Apr-2013 |
|
2621957 |
|
02-Jun-2021 |
|
Granted |
Chimeric
Spider Silk and Uses thereof |
|
India |
|
3574/DELNP/2013 |
|
22-Apr-2013 |
|
|
|
|
|
Under
Exam |
Chimeric
Spider Silk and Uses thereof |
|
Germany |
|
11833071.1 |
|
26-Apr-2013 |
|
602011071095.8 |
|
02-Jun-2021 |
|
Granted |
Chimeric
Spider Silk and Uses Thereof |
|
United
States of America |
|
61/387332 |
|
28-Sep-2010 |
|
|
|
|
|
Expired |
Chimeric
Spider Silk and Uses thereof |
|
China
(People’s Republic) |
|
201710335250.4 |
|
12-May-2017 |
|
|
|
|
|
|
*
The terms in this column have the following meanings:
Published:
Pending patent applications that have been published by a corresponding state Patent Office (e.g., the U.S. Patent and Trademark Office)
or international patent authority (e.g., the World Intellectual Property Association).
Pending:
Patent applications that have been submitted to a corresponding state Patent Office for examination but that have not been issued or
abandoned.
Under
Exam: Pending patent applications currently being examined by a corresponding state Patent Office.
Granted:
Patent applications that have been allowed by a corresponding state Patent Office and that have passed through the registration process;
a granted patent application is synonymous with a “patent” and is conferred the associated patent rights for the given jurisdiction.
In
addition to patent protection for intellectual property developed by the Company and through its collaborative research agreements, the
Company has developed specialized skills and knowledge in the field of selective breeding, performance selection, and husbandry. This
information is considered to be trade secrets and will play a critical role in the development of unique strains of new transgenic with
diverse mechanical properties. These operations and knowledge held as trade secrets provide an additional layer of security and protection
for the products and technologies we seek to develop.
In
2014, the following six trademarks were issued to the Company; the Company shall use these trademarks for product branding in the future:
Marks |
|
Monster SilkTM |
SpiderpillarTM |
SpilkTM |
Monster WormTM |
Spider WormTM |
Spider MothTM |
Dragon
SilkTM |
In 2021, through its Singapore based joint venture
the following four trademarks were issued.
Notre
Dame Agreements
As discussed above, in 2007 we entered into
the first of the series of Notre Dame Agreements. We provided financial
support to ongoing research and development of transgenic silkworms and the creation of recombinant silk fibers. In exchange, we have
an option to obtain the exclusive global commercialization rights to the technology developed pursuant to the research effort.
Following
the first agreement, we entered into successive intellectual property and collaborative research agreements with Notre Dame to provide
different levels of financial support. The trend had been for an increase in financial support for the research and development in nearly
every successive agreement. In June 2012, we entered into an Intellectual Property / Collaborative Research Agreement with Notre Dame
(“2012 Notre Dame Research Agreement”). On March 4, 2015, we entered into a new Intellectual Property / Collaborative Research
Agreement with Notre Dame extending the agreement through March 2016 (“2015 Notre Dame Research Agreement”). Under the 2015
Notre Dame Research agreement, the Company provided approximately $534,000 in financial support. On September 20, 2015, the 2015 Notre
Dame Research Agreement was amended to increase the total funding by approximately $179,000; in February 2016, the 2015 Notre Dame Research
Agreement was extended to July 31, 2016 and in August 2016, the 2015 Notre Dame Research Agreement was extended to December 31, 2016.
In May 2017, the 2015 Notre Dame Research Agreement was amended to increase the total funding by approximately $189,000 and the duration
of the 2015 Notre Dame Research Agreement was extended to September 30, 2017. With the funding we received from the U.S. Army, we were
able to conduct our research and development in-house, at less cost, and therefore we did not extend the 2015 Notre Dame Research Agreement
after September 30, 2017.
In
2011, we exercised our option to obtain the global commercialization rights to the technology developed under the Notre Dame Agreements,
which resulted in a separate license agreement with Notre Dame (the “2011 Notre Dame Agreement”). Pursuant to the 2011 Notre
Dame Agreement, Notre Dame filed an international patent application and numerous national patent applications on technology relating
to the creation and use of recombinant spider silks and we received exclusive and non-exclusive rights to certain spider silk and gene-splicing
technologies including commercial rights with the right to sublicense such intellectual property. The 2011 Notre Dame Agreement obligates
us to reimburse Notre Dame for costs associated with the filing, prosecuting and maintaining of such patents and patent applications.
In exchange for the rights to commercialization, Notre Dame has received 2,200,000 shares of our Common Stock and we have agreed to pay
Notre Dame royalties equal to 2% of our gross sales of the licensed products and 10% of any sublicensing fees received by the Company
on licensed technology.
Cooperative
Agreement in Vietnam
On
December 30, 2015, we entered into a cooperative agreement with a provincial government office in Vietnam for the research and pilot
production of hybrid silkworms. In April 2018, we received our investment registration certificate for our facility in Vietnam. Later
that month the Company was issued its ERC so that it could begin operations in Vietnam. We have established a subsidiary
in Vietnam which is currently producing our spider silk in small quantities. Management believes the ERC puts the
Company on a path to scale at a much greater level by harnessing existing silk production infrastructure with the capacity to match the
existing demand for their spider silk materials.
Other
Agreements
On
October 15, 2013, we entered into an intellectual property agreement with a scientific researcher relating to the development of new
recombinant silk fibers. Under the terms of that agreement, the scientific researcher transferred his rights of intellectual property,
inventions and trade secrets which the researcher develops relating to recombinant silk to us. Upon signing, the researcher received
8,000,000 common stock purchase warrants from the Company, exercisable 24 months from the date of the agreement. As per the terms of
the agreement, the researcher received an additional 10,000,000 warrants after creating a new recombinant silk fiber for us that met
specified performance characteristics and another 8,000,000 warrants for performing the contract in good faith. The warrants described
above all contain a cashless exercise provision and are exercisable on the 24-month anniversary of the date on which they were issuable
under the agreement. All warrants under this agreement were exercised.
Governmental
Regulations
We
are subject to U.S. federal, state and local laws and regulations, as well as several countries in South East Asia. These laws and regulations govern, among other things, labor relations, the labeling and safety of our products,
the environment, distribution of products, the production of products, and our molecular biology, GMO based technologies. We
believe that we are in material compliance with all such applicable laws and regulations, although no assurance can be provided that
this will remain true in the future or that interpretation of laws and regulations will remain a constant.
A
significant portion of our business operations will occur in South East Asia. We will be generally subject to laws and regulations applicable
in Vietnam and possibly other countries. The Vietnamese legal system is based, at least in part, on written statutes. However, since
these laws and regulations are relatively new and the Vietnamese legal system continues to rapidly evolve, the interpretations of many
laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves risks and uncertainties.
Governmental agencies may have overlapping jurisdiction and possible conflicting regulation or interpretation of regulations, adding
additional risk and uncertainty.
Laws and particularly
their interpretations and enforcement can and do change. Social and political trends shift in ways that we can not
predict and which could negatively and materially impact our business and our ability to produce
products. With regards to areas where law is vague, lacking, or could be subject
to interpretation we endeavor to conform to industry norms.
Environment
Kraig Labs is fully committed
to its vision of bringing spider silk technologies to commercial markets while maintaining the highest levels of environmental responsibility.
We believe our technology, built on a renewable resource, has a positive environmental impact and offers significant benefits over competing
synthetic textiles. Our production system is derived from nature and does not use any petrochemicals as an input into our fibers.
We
seek to comply with and exceed all applicable statutory and administrative requirements concerning environmental quality. Expenditures
for compliance with federal state and local environmental laws have not had, and are not expected to have, a material effect on our capital
expenditures, results of operations or competitive position.
While
being environmentally conscious is the objective of all producers in this industry, the fermentation process used by our competitors
produces high levels of carbon dioxide. CO2 is a greenhouse gas and is argued to be the leading cause of global warming. In
stark contrast, Kraig Labs’ mulberry trees and the silk from silkworms have proven to be effective at sequestering carbon dioxide
and are renewable resources. Mulberry trees also provide essential global green-cover and significantly help in reducing soil
erosion in areas.
Competition
We
compete directly with numerous other companies with similar product lines and/or distribution that have extensive capital, resources,
market share, and brand recognition.
There are presently three primary competitors
that we face in the fledgling spider silk industry, but there are few barriers to entry in our industry. This creates the strong
possibility of new competitors emerging, and of others succeeding in developing the same or similar fibers for application that we are
trying to develop. The effects of this increased competition may be materially adverse to us and our stockholders. As this is an emergent
industry there is no one producer that has captured a significant portion of the market. Bolt Threads, Inc. based in California and Spiber
Inc. based in Japan are competitors which have raised the largest amounts of investment capital to date. We also compete with AMSilk,
which is based in Germany. We believe that our technology offers more cost-effective methods with lower environmental impact than technologies
used by our identified competitors, however, new technologies could be developed that remove this advantage.
These
competitors have raised and spent 100’s of millions of dollars in pursuit of spider silk production. The Company believes
that its competitors will continue to overspend while struggling to deliver cost effective results.
Property
Our
principal executive office is located at 2723 South State St., Suite 150, Ann Arbor, Michigan. We pay an annual rent of $2,508 for conference
facilities, mail, fax, and reception services located at this location.
On September 5, 2019, we signed a two-year lease
for a 5,000 square foot property in Lansing, MI that commenced on October 1, 2019 and ends on September 30, 2021, for its research and
development headquarters. Pursuant to the lease, it was an annual rent of $42,000 for year one of the lease and $44,800 for year two
of the lease. On April 16, 2021, we signed a two year amendment to this lease, pursuant to which, commencing on July 1, 2021 and ending
on September 30, 2022, we pay an annualized rent of $42,000 and from October 1, 2022 through September 30, 2023, we will pay an annual
rent of $44,800. On October 1, 2023, the Company extended the terms of the lease through September
30, 2025. From October 1, 2023, through September 30, 2024, the Company will pay an annual rent of $44,800. From October 1, 2024, through
September 30, 2025, the Company will pay an annual rent of $47,600.
On July 1, 2021, the Company signed a 5-year property
lease in the Socialist Republic of Vietnam which consists of 30,000 square meters of property and 6,000 square meter of buildings,
which it leases at a rate of approximately $8,645 per year for each of the five years.
On
January 31, 2024, the Company signed a five-year lease for a 700 square meter facility in Lam Dong, Vietnam that commenced on February
1, 2024 and ends on January 31, 2029. We pay an annual rent of approximately $7,284 for year one and two of the lease. For years 3-5
the price will increase with Vietnam’s state land price bracket, not to exceed 10%.
Employees
The Company currently employs
between 10-14 people at its U.S. facilities, 7 full-time and up to 7 part-time, including Kim Thompson, our officer and
sole director and Jonathan R. Rice, our Chief Operating Officer. The Company employs between 8-30 full time personnel at its Vietnamese
subsidiary depending on the production cycle. We plan to hire more persons on as-needed basis.
Legal
Proceedings
We
may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.
To
the knowledge of our management, we are currently not a party to any material legal or administrative proceedings and are not aware of
any pending or threatened legal or administrative proceedings against us.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF
FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
You
should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated
financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements
that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated
in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere
in this prospectus. Readers are cautioned not to place undue reliance on forward-looking statements, since such statements speak only
as of the date they were made. Forward-looking statements involve risks and uncertainties that could cause actual events or results to
differ materially from the events or results described in the forward-looking statements, including any forward-looking statements contained
in this prospectus. The events described in forward-looking statements might not occur or might occur to a different extent or at a different
time than described in the forward-looking statements. We undertake no obligation, except to the extent required by federal securities
laws, to publicly update or revise any forward-looking statements contained in this prospectus, whether as a result of new information,
future events, or otherwise.
The following section reflects management’s
views on the financial condition as of December 31, 2023 and 2022, as well as for the quarter ended March 31, 2024, and the results of operations and cash flows for the
fiscal years ended December 31, 2023 and 2022, as well as for the quarter ended March 31, 2024. This section is provided as a supplement to, and should be read in conjunction
with, the Company’s audited consolidated financial statements and related notes to the consolidated financial statements contained
elsewhere in this report.
Overview
Kraig
Biocraft Laboratories, Inc. is a corporation organized under the laws of Wyoming on April 25, 2006. Kraig Labs was organized to develop
high strength fibers using recombinant DNA technology for commercial applications in technical textile. We use genetically engineered
silkworms that produce spider silk proteins to create our recombinant spider silk. Applications include performance apparel, workwear,
filtration, luxury fashion, flexible composites, medical implants, cosmetics and more. We believe that we have been a leader in the research
and development of commercially scalable and cost-effective spider silk for technical textile and non-fibrous applications. Our
primary proprietary fiber technology includes natural and engineered variants of spider silk produced in domesticated mulberry silkworms.
Our business brings twenty-first century biotechnology to the historical silk industry, permitting us to introduce materials with innovative
properties into an established commercial ecosystem of silkworm rearing, silk spinning and weaving, and manufacture of garments
and other products that can include our specialty fibers and textiles. Specialty fibers are engineered for specific uses that require
exceptional strength, flexibility, heat resistance and/or chemical resistance. The specialty fiber market is exemplified by two synthetic
fiber products that come from petroleum derivatives: (1) aramid fibers; and (2) ultra-high molecular weight polyethylene fibers. The
technical textile industry involves products for both industrial and consumer products, such as filtration fabrics, medical textiles
(e.g., sutures and artificial ligaments), safety and protective clothing and fabrics used in military and aerospace applications
(e.g., high-strength composite materials).
We
are using genetic engineering technologies to develop fibers with greater strength, resiliency and flexibility for use in our target
markets, namely the specialty fiber and technical textile industries.
We are continuing to work with our non-CRISPR
Cas9 platform technology to accelerate our R&D operations. We are refining that approach for our targeted end-market applications.
We are simultaneously working with other technologies to advance, accelerate, and broaden our genetic engineering capabilities. All of
these systems are built on our eco-friendly and cost-effective silkworm production system, which we believe is more advanced than
current competing methods. We are implementing these gene editing technologies to develop new protein structures with the goal of
moving well beyond the native spider silk sequences that were used to create our Monster silk and Dragon silk lines.
Based on our internal analysis, management believes
that this new platform technology will allow us to outpace and surpass Dragon Silk, a fiber that we developed with our previous tools.
Samples of Dragon Silk have already demonstrated to be tougher than many fibers used in our target markets. We expect that this
new approach will yield materials beyond those capabilities based upon its potential for significantly improved purity.
The company manufactures its spider silk materials
through its wholly owned Vietnamese subsidiary, Prodigy Textiles. Through Prodigy Textiles the Company operates direct inhouse
operations and contract manufacturing operations to develop and grow its production capacity for spider silk. We
believe that we will be able to target metric tons of capacity of our spider silk fibers per annum from our operations when
fully developed. This capacity will allow us to address initial demand for our products and materials for various applications in
the protective, performance, and luxury textile markets.
The Report of Independent Registered Public Accounting
Firm to our financial statements as of December 31, 2023 includes an explanatory paragraph stating that our net loss from operations
and net capital deficiency at December 31, 2023 raise substantial doubt about our ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Plan
of Operations
During the next twelve months, we expect to
take the following steps in connection with the further development of our business and the implementation of our plan of operations:
● |
We
plan to accelerate and expand commercial scale production of our recombinant spider
silk.
|
|
|
● |
We plan to expand our research
and development to accelerate our work in creating next generation materials and to improve
the robustness of our recombinant spider silk lines. |
|
|
● |
We plan to develop a line of fabrics
and apparel, to create a line of recombinant spider silk fashion wear under. |
|
|
● |
We
plan to continue the expansion of our overseas production operations, including working with local contractors or cooperatives
and the hiring of additional direct staff, as needed. |
|
|
● |
We
plan to overcome the current bottleneck in production by improving the overall robustness of our recombinant spider silk lines through
a combination of climate acclimation and implementation of a multiple-strain hybrid breeding program. This program has already been
initiated and is being rapidly accelerated. |
|
|
● |
We
plan to accelerate both our microbiology and selective breeding programs, as well as provide more resources for our material testing
protocols. In 2023, we directed our research and development efforts on growing our internal capabilities; we plan to continue
to dedicate our efforts in 2024 to grow our internal research and development programs. |
|
|
● |
We
will consider buying an established revenue producing company in a compatible business, in order to broaden our financial base and
facilitate the commercialization of our products; as of the date hereof, we have not had any formal discussion or entered into any
definitive agreements regarding any such purchase. |
|
|
● |
We
will also actively consider pursuing collaborative research opportunities with private laboratories in areas of research which overlap
the company’s existing research and development. If our financing allows, management will strongly consider increasing the breadth
of our research to include protein expression platform technologies. |
|
|
● |
We
plan to actively pursue collaborative research and product testing opportunities with companies in the biotechnology, materials,
textile and other industries. |
|
|
● |
We
plan to actively pursue additional collaborative commercialization, marketing and manufacturing opportunities with companies in the
textile and material sectors for the fibers we developed and for any new polymers that we create in 2024 and going forward. |
|
|
● |
We
plan to actively pursue an uplist to a national exchange if such an opportunity presents itself. |
Limited
Operating History
We
have not previously demonstrated that we will be able to expand our business through an increased investment in our research and development
efforts. We cannot guarantee that the research and development efforts described in this filing will be successful. Our business is subject
to risks inherent in growing an enterprise, including limited capital resources, risks inherent in the research and development process
and possible rejection of our products in development.
If
financing is not available on satisfactory terms, we may be unable to continue our research and development and other operations. Equity
financing will result in dilution to existing stockholders.
Impact
of COVID-19 Outbreak
On January 30, 2020, the
World Health Organization declared the coronavirus outbreak a “Public Health Emergency of International Concern” and on March
10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions
on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The coronavirus and
actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of
many countries, including the geographical area in which the Company operates. While the closures and limitations on movement, domestically
and internationally, are expected to be temporary, if the outbreak continues the duration of the supply chain disruption could reduce
the availability, or result in delays, of materials or supplies to and from the Company, which in turn could materially interrupt the
Company’s business operations. Given the speed and frequency
of the continuously evolving developments with respect to this pandemic, the Company cannot reasonably estimate the magnitude of the
impact to its consolidated results of operations. We have taken every known precaution possible to ensure the safety of our employees.
On
March 19, 2020, we furloughed non-essential staff in response to governmental regulations relating to COVID. This decision primarily
impacted staff at our fully owned subsidiary, Prodigy Textiles, in Vietnam and resulted in the temporary closing of silk rearing operations
at that facility. As of the date hereof, we have
resumed silk production operations at the factory in Vietnam. The Company supported its furloughed staff and paid their salaries
during all mandatory closures. During the duration of the furlough, the Company’s CEO voluntarily waved the payment or accrual
of his salary. The Company leveraged this forced closure time to improve its production infrastructure based on the lessons learned from
its operations. After the mandated closure, the Company has enhanced its production operations with process automation, moved its production
headquarters to a facility designed for silk production, created a more self-reliant supply chain, and established a microbiology laboratory
in its factory for enhanced quality control. On October 24, 2020, silk production operations at the factory resumed.
The
global COVID pandemic and government regulations associated with the pandemic continue to evolve. We will continue to monitor the situation
closely, including its potential effect on our plans and timelines. The actions of governments in response to COVID, both domestic and
foreign, have impacted our ability to transport goods, people, essential equipment, and other items essential to our production. In turn,
these restrictions are impacting our ability to produce intermediate and end products and are delaying our timelines for
commercialization and revenue.
Additionally,
it is reasonably possible that estimates made in the financial statements have been, or will be, materially and adversely impacted in
the near term as a result of these conditions, including losses on inventory; impairment losses related to goodwill and other long-lived
assets and current obligations.
Note Financing
March 2021
On March 25, 2021, the Company entered into a
securities purchase agreement with YA II PN, LTD., a Cayman Islands exempt company (“Yorkville”), pursuant to which Yorkville
purchased secured convertible debentures (the “Securities Purchase Agreement”) in the aggregate principal amount of USD$4,000,000
(the “Convertible Debentures”), which are convertible into shares of Common Stock (as converted, the “Conversion Shares”),
of which a secured convertible debenture (the “First Convertible Debenture”) in the principal amount of $500,000 (the “First
Convertible Debenture Purchase Price”) shall be issued within 1 business day following the initial closing, a secured convertible
debenture (the “Second Convertible Debenture”) in the principal amount of $500,000 (the “Second Convertible Debenture
Purchase Price”) shall be issued within 1 business day following the satisfaction of conditions for a second closing and a secured
convertible debenture (the “Third Convertible Debenture,” together with the First Convertible Debenture and the Second Convertible
Debenture, each a “Convertible Debenture” and collectively, the “Convertible Debentures”) in the principal amount
of $3,000,000 (the “Third Convertible Debenture Purchase Price”) shall be issued within 1 business day following satisfaction
of conditions for a third closing (the first closing, second closing and third closing are each referred to as a “Closing”
or collectively as the “Closings) and (collectively, the First Convertible Debenture Purchase Price, the Second Convertible Debenture
Purchase Price and the Third Convertible Debenture Purchase Price shall collectively be referred to as the “Purchase Price”)
(the “Yorkville Transaction”).
2
https://www.ncbi.nlm.nih.gov/pmc/articles/PMC5131771/
https://www.yourgenome.org/facts/what-is-genome-editing
https://ghr.nlm.nih.gov/primer/genomicresearch/genomeediting
Each
Convertible Debenture shall mature twelve (12) months after the date of issuance and accrues interest at the rate of 10% per annum. The
principal must be paid in cash, but the Company has the right to extend the maturity date by 30 days, during which time interest will
continue to accrue, upon written notice of same to the holder. Interest shall be provided in cash, unless certain conditions as specified
in the Convertible Debenture are satisfied, in which case the company has the right to pay interest in shares of common stock at the
then applicable conversion price on the trading day immediately prior to the pay date. The debenture holder may convert each Convertible
Debenture into shares of common stock at any time after issuance at a price equal to 80% of the lowest volume weighted average price
of the Company’s Common Stock during the 10 trading days immediately preceding the date, they convert the debenture; provided,
however if the Company’s Common Stock is uplisted to the Nasdaq, the conversion price shall not be less than 20% of the conversion
price used in the first conversion thereunder. The debenture holder may not convert the Convertible Debenture if such conversion would
result in such holder holding in excess of in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving
effect to such conversion or receipt of shares as payment of interest, unless waived by the holder with at least 65 days prior notice
to the Company (the “Ownership Cap”).
The
Company held the first closing on March 25, 2021 and contemporaneously therewith, the Company issued Yorkville a warrant (the “Yorkville
Warrant”) to purchase 8,000,000 shares of the Company’s Common Stock (the “Warrant Shares”). The Yorkville Warrant
has a term of five (5) years and is initially exercisable at $0.25 per share, subject to adjustment and can be exercise via cashless
exercise. If the Company issues or sells securities at a price less than the exercise price, the exercise price shall be reduced to such
lower price. The Yorkville Warrant also has the same Ownership Cap as set forth in the Convertible Debenture.
In
connection with the Securities Purchase Agreement, the Company also entered into a Registration Rights Agreement with Yorkville, pursuant
to which the Company agreed to register the shares of common stock underling the Debentures and the Yorkville Warrant.
Following
fulfillment of the requirements in the Securities Purchase Agreement, on April 6, 2021, the Company issued the Second Convertible Debenture
to Yorkville in the amount of $500,000.
Following
fulfillment of the requirements in the Securities Purchase Agreement, on April 22, 2021, the Company issued the Third Convertible Debenture
to Yorkville in the amount of $3,000,000.
As
of February 16, 2022, all of the Convertible Debentures issued pursuant to the Security Purchase Agreement signed with Yorkville on March
25, 2021 have been converted and there is no remaining balance.
January
2022
On
January 18, 2022, we entered into a securities purchase agreement with YA II PN, LTD., a Cayman Islands exempt company (“Yorkville”),
pursuant to which Yorkville purchased secured convertible debentures (the “Securities Purchase Agreement”) in the aggregate
principal amount of USD$3,000,000 (the “Convertible Debentures”), which are convertible into shares of Common Stock (as converted,
the “Conversion Shares”), of which a secured convertible debenture (the “First Convertible Debenture”) in the
principal amount of $1,500,000 (the “First Convertible Debenture Purchase Price”) shall be issued upon signing the Securities
Purchase Agreement and a secured convertible debenture (the “Second Convertible Debenture,” together with the First Convertible
Debenture, each a “Convertible Debenture” and collectively, the “Convertible Debentures”) in the principal amount
of $1,500,000 (the “Second Convertible Debenture Purchase Price”) shall be issued on or about the date that the Securities
and Exchange Commission declares the registration statement registering the shares of common stock underlying the notes effective (collectively,
the First Convertible Debenture Purchase Price and the Second Convertible Debenture Purchase Price shall collectively be referred to
as the “Purchase Price”) (the “Yorkville Transaction”). These additional funds, together with those from the
previously completed transactions we conducted with Yorkville between December 2020 and March 2021, account for an $8 million total Yorkville
investment; as of the date hereof, $250,000 remains under the debentures previously
issued to Yorkville pursuant thereto. The Company also issued
Yorkville a warrant to purchase 12,500,000 shares of the Company’s Common Stock, at an initial exercise price of $0.12 per share
and a warrant to purchase 4,285,714 shares of the Company’s Common Stock, at an initial exercise price of $0.14 per share. The
warrants have a term of five (5) years and can be exercised via cashless exercise. If the Company issues or sells securities at a price
less than the applicable warrant exercise price, the exercise price of the applicable warrant shall be reduced to such lower price. The
warrants also have the same ownership cap as set forth in the Convertible Debentures, as described below. The Company is also required
to reserve no less than 300% of the maximum number of shares of Common Stock issuable upon conversion of all the outstanding Convertible
Debentures. Pursuant to the Securities Purchase Agreement, the Company is prohibited from incurring specified indebtedness, liens, except
with the prior written consent from the holders of at least 75% of the then outstanding principal amount of Convertible Debentures.
Each
Convertible Debenture shall mature thirteen (13) months after the date of issuance, unless extended by the Yorkville, and accrues interest
at the rate of 10% per annum. Principal, interest and any other payments due under the Convertible Debentures shall be paid in cash.
The debenture holder may convert all or part of the Convertible Debentures into shares of common stock at any time after issuance at
a conversion rate equal to 85% of the lowest daily volume weighted average price of the Common Stock during the 10 consecutive trading
days immediately preceding the conversion date or other date of determination. The debenture holder may not convert the Convertible Debenture
if such conversion would result in such holder holding in excess of in excess of 4.99% of the number of shares of Common Stock outstanding
immediately after giving effect to such conversion or receipt of shares as payment of interest, unless waived by the holder with at least
65 days prior notice to the Company (the “Ownership Cap”). The Company also has the option to redeem, in part or in whole,
the outstanding principal and interest under a Convertible Debenture prior to the maturity date. The Company shall pay an amount equal
to the principal and interest amount being redeemed plus a redemption premium equal to 15% of the outstanding principal amount. Standard
events of default are included in the Convertible Debenture, pursuant to which the holder may declare it immediately due and payable.
During an event of default, the interest rate shall increase to 15% per annum until the event of default is cured; the holder also has
the right to convert the Convertible Debenture into shares of common stock during an event of default.
The
Convertible Debentures are secured by all assets of the Company and its subsidiaries subject to (i) that certain amended and restated
security agreement by and between Yorkville, the Company and the Company’s subsidiaries (all such security agreements shall be
referred to as the “Security Agreement”) pursuant to which the Company and its wholly owned subsidiaries agree to provide
Yorkville a security interest in all personal property of the Prodigy Textiles, the Company’s subsidiary organized under the laws
of Vietnam (“Prodigy”), (ii) the amended and restated intellectual property security agreement by and between Yorkville,
the Company and the Company’s subsidiaries referenced therein dated January 18, 2022 (all such security agreements shall be referred
to as the “IP Security Agreement”), pursuant to which the Company and its wholly owned subsidiaries agree to provide Yorkville
a security interest in the intellectual property collateral (as this term is defined in the IP Security Agreement), and (iii) the amended
and restated global guaranty by and between Prodigy, in favor of Yorkville, with respect to all of the Company’s obligations to
Yorkville dated as of January 18, 2022 (the “Guaranty” and collectively with the Security Agreement and the IP Security Agreement
shall be referred to as the “Security Documents”). Pursuant to the Guaranty, Prodigy guarantees the payment and performance
of all of the Company’s obligations under the Convertible Debentures, Warrants and related transaction documents.
In
connection with the Securities Purchase Agreement, the Company also entered into a Registration Rights Agreement with Yorkville, pursuant
to which the Company agreed to register all of the shares of Common Stock underlying the Convertible Debentures and warrants and with
respect to subsequent registration statements, if any, such number of shares of Common Stock as requested by Yorkville not to exceed
300% of the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures then outstanding (assuming
for purposes hereof that (x) such Convertible Debentures are convertible at the then current conversion price and (y) any such conversion
shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein, in each case subject to
any cutbacks set forth in the Registration Rights Agreement.
Upon
signing the letter of intent for the Yorkville Transaction, the Company paid $10,000 to an affiliate of Yorkville, for due diligence
and structuring.
The
Securities Purchase Agreement also contains customary representation and warranties of the Company and the Investor, indemnification
obligations of the Company, termination provisions, and other obligations and rights of the parties.
The
foregoing description of the Securities Purchase Agreement, Convertible Debentures, Warrant, Security Agreement, IP Security Agreement,
Registration Rights Agreement and Guaranty Agreement is qualified by reference to the full text of the forms of Securities Purchase Agreement,
Convertible Debenture and Warrant, which are filed as Exhibits hereto and incorporated herein by reference.
Maxim
Group LLC received a cash placement agent fee of $230,000.
Three
months ended March 31, 2024 compared to the three months ended March 31, 2023:
Our
revenue, operating expenses, and net loss from operations for the three month period ended March 31, 2024 as compared to the three month
period ended March 31, 2023, were as follows – some balances on the prior period’s combined financial statements have been
reclassified to conform to the current period presentation:
| |
Three Months Ended
March 31, | | |
| | |
% Change
Increase | |
| |
2024 | | |
2023 | | |
Change | | |
(Decrease) | |
NET REVENUES | |
$ | - | | |
$ | - | | |
| - | | |
| - | |
COSTS OF REVENUES | |
| - | | |
| - | | |
| - | | |
| | |
Gross Profit | |
| - | | |
| - | | |
| - | | |
| | |
OPERATING EXPENSES: | |
| | | |
| | | |
| | | |
| | |
General and Administrative | |
| 164,375 | | |
| 211,103 | | |
| (46,728 | ) | |
| -22.14 | % |
Professional Fees | |
| 76,182 | | |
| 34,747 | | |
| 41,435 | | |
| 119.25 | % |
Officer’s Salary | |
| 178,718 | | |
| 171,624 | | |
| 7,094 | | |
| 4.13 | % |
Research and Development | |
| 29,435 | | |
| 69,092 | | |
| (39,657 | ) | |
| -57.40 | % |
Total operating expenses | |
| 448,710 | | |
| 486,566 | | |
| (37,856 | ) | |
| -7.78 | % |
Loss from operations | |
| (448,710 | ) | |
| (486,566 | ) | |
| 37,856 | | |
| -7.78 | % |
Interest expense | |
| (129,934 | ) | |
| (117,837 | ) | |
| (12,097 | ) | |
| 10.27 | % |
Net change in unrealized appreciation on investment in gold bullion | |
| 43,563 | | |
| 33,352 | | |
| 10,211 | | |
| 30.62 | % |
Interest income | |
| 27,206 | | |
| 4,269 | | |
| 22,937 | | |
| 100.00 | % |
Net Loss | |
$ | (507,875 | ) | |
$ | (566,782 | ) | |
| 58,907 | | |
| -10.39 | % |
Net
Revenues: During the three months ended March 31, 2024, we realized $0 of revenues from our business. During the three months ended
March 31, 2023, we realized $0 of revenues from our business. The change in revenues between the quarter ended March 31, 2024 and 2023
was $0 or 0%.
Cost
of Revenues: Costs of revenues for the three months ended March 31, 2024 were $0, as compared to $0 for the three months ended March
31, 2023, a change of $0 or 0%.
Gross
Profit: During the three months ended March 31, 2024, we realized a gross profit of $0, as compared to $0 for the three months ended
March 31, 2023, a change of $0 or 0%.
Research
and development expenses: During the three months ended March 31, 2024, we incurred $29,435 of research and development expenses.
During the three months ended March 31, 2023, we incurred $69,062 of research and development expenses. This was a decrease of $39,657
or 57.40% in 2024 compared with the same period in 2023. This decrease was due to a decrease in research spending.
Professional
Fees: During the three months ended March 31, 2024, we incurred $76,182 of professional expenses, which increased by $41,435 or 119.25%
from $34,747 for the three months ended March 31, 2023. This increase was primarily due to an increase in professional fees and in investor
relations services.
Officers
Salary: During the three months ended March 31, 2024, officers’ salary expenses increased to $178,718 or 4.13% from $171,624
for the three months ended March 31, 2023. This change was primarily due to a 6% annual increase for the Company’s CEO and offset
by a bonus paid to the Company’s COO for the three months ended March 31, 2023.
General
and Administrative Expense: General and administrative expenses decreased by $46,728 or 22.14% to $164,375 for the three months ended
March 31, 2024 from $211,103 for the three months ended March 31, 2023. Our general and administrative expenses for the three months
ended March 31, 2024 consisted of other general and administrative expenses (which includes expenses such as auto, business development,
SEC filings, investor relations, general office, warrants and shares issued for services) of $5,007, travel of $13,366, and office salary
of $111,048 for a total of $164,375. Our general and administrative expenses for the three months ended March 31, 2023 consisted of other
general and administrative expenses (which includes expenses such as auto, business development, SEC filings, investor relations, general
office, warrants and shares issued for services) of $132,497, travel of $7,792, and office salary of $70,814 for a total of $211,103.
Net
Change in Unrealized Depreciation on Investment in Gold Bullion: Net change in unrealized appreciation on investment in gold bullion
increased by $10,211 to $43,563 for the three-month period ended March 31, 2024 from $33,352 for the three month period ended March 31,
2023. The increase was primarily due to a net change in unrealized appreciation on investment in gold bullion.
Interest
Expense: Interest expense increased by $12,097 to $129,934 for the three-month period ended March 31, 2024 from $117,837 for the
three month period ended March 31, 2023. The increase was primarily due to interest on certain Company loans.
Net
Loss: Net loss decreased by $58,907, or 10.39%, to a net loss of $507,875 for the three-month period ended March 31, 2024 from a
net loss of $566,782 for the three month period ended March 31, 2023. This decrease in net loss was primarily attributable to decreases
in general and administrative expenses and research and development expenses and offset by an increase in professional fees and officers
salary.
Results
of Operations for the Years ended December 31, 2022 and 2023
Our
revenue, operating expenses, and net loss from operations for the years ended December 31, 2023 as compared to the year ended
December 31, 2023, were as follows - some balances on the prior period’s combined financial statements have been reclassified
to conform to the current period presentation:
| |
Year Ended
December 31, | | |
| | |
% Change
Increase | |
| |
2023 | | |
2022 | | |
Change | | |
(Decrease) | |
NET REVENUES | |
$ | - | | |
$ | - | | |
| - | | |
| - | |
COSTS OF REVENUES | |
| - | | |
| - | | |
| - | | |
| | |
Gross Profit | |
| - | | |
| - | | |
| - | | |
| | |
OPERATING EXPENSES: | |
| | | |
| | | |
| | | |
| | |
General and Administrative | |
| 1,454,295 | | |
| 825,460 | | |
| 628,835 | | |
| 76.18 | % |
Professional Fees | |
| 125,222 | | |
| 339,710 | | |
| (214,488 | ) | |
| -63.14 | % |
Officer’s Salary | |
| 797,406 | | |
| 779,742 | | |
| 17,664 | | |
| 2.27 | % |
Research and Development | |
| 237,871 | | |
| 176,431 | | |
| 61,440 | | |
| 34.82 | % |
Total operating expenses | |
| 2,614,794 | | |
| 2,121,343 | | |
| 493,451 | | |
| 23.26 | % |
Loss from operations | |
| (2,614,794 | ) | |
| (2,121,343 | ) | |
| (493,451 | ) | |
| 23.26 | % |
Interest expense | |
| (484,658 | ) | |
| (609,129 | ) | |
| 124,471 | | |
| -20.43 | % |
Amortization of debt issue costs | |
| - | | |
| (1,111,580 | ) | |
| 1,111,580 | | |
| -100.00 | % |
Impairment expense | |
| (95,872 | ) | |
| - | | |
| (95,872 | ) | |
| 100,00 | % |
Net change in unrealized appreciation on investment in gold bullion | |
| 55,985 | | |
| 38 | | |
| 55,947 | | |
| 147228.95 | % |
Interest income | |
| 109,559 | | |
| - | | |
| 109,559 | | |
| 100.00 | % |
Net Loss | |
$ | (3,029,780 | ) | |
$ | (3,842,014 | ) | |
| 812,234 | | |
| -21.14 | % |
Net
Revenues: During the year ended December 31, 2023, we realized $0 of revenues from our business. During the year ended December
31, 2022, we realized $0 of revenues from our business. Accordingly, there was no change in revenues between the years ended December
31, 2023 and 2022.
Research
and development expenses: During year ended December 31, 2023, we incurred $237,871 research and development expenses.
During year ended December 31, 2023, we incurred $176,431 of research and development expenses, an increase of $61,440
or 34.82% compared with the same period in 2022. The research and development expenses are attributable to the research
and development with the Notre Dame University; the increase was due to the timing of research related activity and costs by insources
the Company’s research operations.
Professional
Fees: During year ended December 31, 2023, we incurred $125,222 professional expenses, which decreased by $214,488
or 63.14% from $339,710 for year ended December 31, 2022. The decrease in professional fees expense was
attributable to decreased expenses related to investor relations services during year ended December 31, 2023.
Officers
Salary: During year ended December 31, 2023, officers’ salary expenses increased to $797,406 or 2.27%
compared to $779,742 for year ended December 31, 2022. The increase is due to contractual terms of employment. In order
to conserve Company resources, the CEO agreed to accrue and not collect a majority of his salary for 2023.
General
and Administrative Expense: General and administrative expenses increased by $628,835 or 76.18% to $1,454,295 for
year ended December 31, 2023 from $825,460 for year ended December 31, 2022. Our general and administrative expenses for year
ended December 31, 2023 consisted of other general and administrative expenses (which includes expenses such as Auto, Business Development,
SEC Filing, Investor Relations, General Office, warrant Compensation) of $1,031,363, Travel of $44,629, office salary of $368,683, and
consulting of $9,620 for a total of $1,454,295. Our general and administrative expenses for year ended December 31, 2022 consisted
of other general and administrative expenses (which includes expenses such as Auto, Business Development, SEC Filing, Investor Relations,
General Office, warrant Compensation) of $416,221, Travel of $25,231, office salary of $259,008, and consulting of $80,000 for a total
of $825,460.
Interest
Expense: Interest expense decreased to $484,658, or 20.43% for the year ended December 31, 2023 compared to $609,129 for the year ended December 31, 2022. The decrease was primarily due to interest
on the related party loans and accounts payable and accrued expenses to the related parties.
Net
Change in Unrealized Depreciation on Investment in Gold Bullion: Net change in unrealized appreciation on investment in gold bullion
increased by $55,947 to $55,985 for the year ended December 31, 2023 from $38 for the year ended December 31, 2022.
The increase was primarily due to a net change in unrealized depreciation on investment in gold bullion.
Amortization
of original issue and debt discounts: Amortization of original issue and debt discount decreased to $1,111,580, or 100% for
the year ended December 31, 2023 compared to $0 for the year ended December 31, 2022. The decrease was primarily
due to amortization of original issue and debt discounts on convertible loans.
Asset
impairment expense: Asset impairment expense increased to $95,872, or 100% for the year ended December 31, 2023, compared to $0 for the
year ended December 31, 2022. The increase was primarily due to recognizing impairment expense
of a deposit towards the purchase of inventory during the year ended December 31, 2023.
Net
Loss: Net loss decreased by $812,234, or 21.14%, to a net loss of $3,029,780 for the year ended December 31, 2023
from a net loss of $3,842,014 for the year ended December 31, 2022. This decrease in net loss was driven primarily by a decrease
in warrant compensation, amortization of original issue discount and professional fees and slightly offset by an increase in officer’s
salary expense and general and administrative expenses and impairment expense.
Capital
Resources and Liquidity
Our
financial statements have been presented on the basis that we have a going concern, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. As presented in the unaudited condensed financial statements, we incurred
a net loss of $507,875 during the three months ended March 31, 2024, and losses are expected to continue in the near term. The accumulated
deficit is $50,194,655 at March 31, 2024. Refer to Note 2 for our discussion of stockholder deficit. We have been funding our operations
through private loans and the sale of common stock in private placement transactions. Our cash resources are insufficient to meet our
planned business objectives without additional financing. These and other factors raise substantial doubt about our ability to continue
as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability
of our company to continue as a going concern.
Management
anticipates that significant additional expenditures will be necessary to develop and expand our business before significant positive
operating cash flows can be achieved. Our ability to continue as a going concern is dependent upon our ability to raise additional capital
and to ultimately achieve sustainable revenues and profitable operations. At March 31, 2024, we had $2,047,307 of cash on hand. These
funds are insufficient to complete our business plan and as a consequence, we will need to seek additional funds, primarily through the
issuance of debt or equity securities for cash to operate our business. No assurance can be given that any future financing will be available
or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, it may contain
undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in the case of
equity financing.
Management
has undertaken steps as part of a plan to improve operations with the goal of sustaining our operations for the next twelve months and
beyond. These steps include (a) raising additional capital and/or obtaining financing; (b) controlling overhead and expenses; and (c)
executing material sales or research contracts. There can be no assurance that the Company can successfully accomplish these steps and
it is uncertain that the Company will achieve a profitable level of operations and obtain additional financing. There can be no assurance
that any additional financing will be available to the Company on satisfactory terms and conditions, if at all. As of the date of this
Report, we have not entered into any formal agreements regarding the above.
In
the event the Company is unable to continue as a going concern, the Company may elect or be required to seek protection from its creditors
by filing a voluntary petition in bankruptcy or may be subject to an involuntary petition in bankruptcy. To date, management has not
considered this alternative, nor does management view it as a likely occurrence.
Cash
and cash equivalents, total current assets, total assets, total current liabilities and total liabilities as of March 31, 2024 as compared
to December 31, 2023, were as follows:
| |
March 31,
2024 | | |
December 31, 2023 | |
Cash | |
$ | 2,047,3037 | | |
$ | 2,551,834 | |
Inventory | |
$ | 6,884 | | |
$ | 6,884 | |
Prepaid expenses | |
$ | 4,043 | | |
$ | 14,902 | |
Deposits | |
$ | - | | |
$ | - | |
Total current assets | |
$ | 2,058,234 | | |
$ | 2,573,620 | |
Total assets | |
$ | 2,772,489 | | |
$ | 3,232,822 | |
Total current liabilities | |
$ | 8,956,527 | | |
$ | 8,885,610 | |
Total liabilities | |
$ | 9,014,518 | | |
$ | 8,939,978 | |
At
March 31, 2024 we had a working capital deficit of $6,898,293, compared to a working capital deficit of
$6,311,990 at December 31, 2023. Current liabilities increased to $8,956,527 at March 31, 2024 from $8,885,610 at December 31, 2023,
primarily as a result of accounts payable.
For
the three months ended March 31, 2024, net cash
used in operations of $489,527 was the result of a net loss of $507,875 offset by depreciation expense of $6,729, net change in unrealized
appreciation in gold bullions of $43,563, warrants issuance/cancellation of $67,155, imputed interest on related party loans of $20,157,
decrease in prepaid expenses of $10,858, and an increase in operating lease right of use of $11,865, an increase of accrued expenses
and other payables-related party of $123,152, decrease in accounts payable of $32,181 and an increase in operating lease liabilities
of $11,514.
For
the three months ended March 31, 2023, net cash used in operations of $395,454 was the result of a net loss of $566,782 offset by depreciation
expense of $6,617, net change in unrealized depreciation in gold bullions of $33,352, warrants issuance of $31,484, imputed interest
on related party loans of $19,936, decrease in prepaid expenses of $11,585, decrease in operating lease right of use of $11,895, an increase
of accrued expenses and other payables-related party of $119,479, increase in accounts payable of $15,927 and a decrease in operating
lease liabilities of $12,243.
Our
financing activities resulted in a cash outflow of $15,000 for the three months ended March 31, 2024, which is represented by $15,000
loan repayment.
Our
financing activities resulted in a cash outflow of $15,000 for the three months ended March 31, 2023 which is represented by $15,000
loan repayment.
Critical
Accounting Policies
Our
financial statements and related public financial information are based on the application of accounting principles generally accepted
in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations
of accounting principles that have an impact on the assets, liabilities, and revenue and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial
condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively
applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.
Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant
estimates made during the preparation of our financial statements.
Our
significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies
impact its financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical
are those policies that have the most significant impact on our financial statements and require management to use a greater degree of
judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances,
it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations,
financial position or liquidity for the periods presented in this report.
Recent
Accounting Pronouncements
Changes
to accounting principles are established by the FASB in the form of ASU’s to the FASB’s Codification. We consider the applicability
and impact of all ASU’s on our financial position, results of operations, stockholders’ deficit, cash flows, or presentation
thereof.
In
June 2016, the FASB issued ASU 2016-13 - Financial Instruments-Credit Losses-Measurement of Credit Losses on Financial Instruments. Codification
Improvements to Topic 326, Financial Instruments - Credit Losses, have been released in November 2018 (2018-19), November 2019
(2019-10 and 2019-11) and a January 2020 Update (2020-02) that provided additional guidance on this Topic. This guidance replaces the
current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a
broader range of reasonable and supportable information to inform credit loss estimates. For SEC filers meeting certain criteria, the
amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.
For SEC filers that meet the criteria of a smaller reporting company (including this Company) and for non-SEC registrant public companies
and other organizations, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning
after December 15, 2022. Early adoption will be permitted for all organizations for fiscal years, and interim periods within those fiscal
years, beginning after December 15, 2019. The Company is currently in the process of its analysis of the impact of this guidance on its
financial statements and does not expect the adoption of this guidance to have a material impact on the Company’s financial statements.
In
December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes.” This guidance, among other provisions,
eliminates certain exceptions to existing guidance related to the approach for intra period tax allocation, the methodology for calculating
income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This guidance also requires
an entity to reflect the effect of an enacted change in tax laws or rates in its effective income tax rate in the first interim period
that includes the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes
on the effective income tax rate with the effects on deferred income tax assets and liabilities. Under existing guidance, an entity recognizes
the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax
law. ASU 2019-12 is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. We adopted
this pronouncement on January 1, 2021; however, the adoption of this standard will not have a material effect on the Company’s
financial statements.
In
August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in
an Entity’s Own Equity”, to reduce complexity in applying U.S. GAAP to certain financial instruments with characteristics
of liabilities and equity. ASU 2020-06 is effective for interim and annual periods beginning after December 15, 2023, with early adoption
permitted. We adopted this pronouncement on January 1, 2021; however, the adoption of this standard will not have a material effect on
the Company’s financial statements.
Off-Balance
Sheet Arrangements
We
do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also
known as “special purpose entities” (SPEs).
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
DIRECTORS,
EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
NAME |
|
AGE |
|
POSITION |
|
DATE
APPOINTED |
Kim
Thompson |
|
62 |
|
President,
Chief Executive Officer,
Chief Financial Officer and Sole Director |
|
April
25, 2006 |
Jonathan
R. Rice |
|
44 |
|
Chief
Operating Officer |
|
January
20, 2015 |
Anurag
Gupta* |
|
57 |
|
Director
– Elect |
|
To
be appointed prior to effectiveness |
Greg Scheessele* |
|
61 |
|
Director – Elect |
|
To be appointed prior to effectiveness |
Kenneth
Le |
|
60 |
|
President of Prodigy Textiles |
|
July
2019 |
*
These individuals have indicated his/her consent to occupy such position upon listing of our Common Stock on a national exchange and
such persons are collectively referred to herein as the “Director Nominees”
The
following summarizes the occupation and business experience during the past five years for our officers, current director and Director
Nominees.
Kim
Thompson. Mr. Kim Thompson was a founder of the California law firm of Ching & Thompson, which was established in 1997. His work
focused primarily on commercial litigation. He has been a founder and partner in the Illinois law firm of McJessy, Ching & Thompson,
where he also emphasizes commercial and civil rights litigation. In his civil rights practice, Mr. Thompson was, and remains a staunch
defender of constitutional rights with a focus on freedom of speech, Fourth Amendment protections, and combating racial discrimination.
Prior to founding Kraig Labs, Mr. Thompson joined the firm of Shearson, Lehman, Hutton where he specialized in equity trading and research
of small-cap companies. His experience in those small-cap equity markets has proven to be invaluable both in his legal and business successes.
Mr. Thompson received his bachelor’s degree in applied economics from James Madison College, Michigan State University, and his
Juris Doctorate from the University of Michigan. Mr. Thompson is a member of the Triple Nine Society for persons with documented genius
level IQs (having tested above the 99.9th percentile). He is the named inventor or co-inventor on a number of issued patents, pending
patent applications, and provisional patent applications, including inventions relating to biotechnology and mechanics. Mr. Thompson
is the inventor of the technology concept that led to the formation of the Company. For his efforts in disrupting the textile markets,
Mr. Thompson was recognized as one of the top 20 Pioneering CEO’s of 2019. We believe that Mr. Thompson is well suited to serve
as our director because of his knowledge of biotechnology, legal expertise, and business background.
Jonathan
R. Rice. Mr. Jonathan R. Rice worked at Ultra Electronics, Adaptive Materials Inc., a Michigan company (“UEA”) from 2002
through 2015. At the time he left UEA, Mr. Rice worked as the Director of Advanced Technologies, where he was responsible for new products
development and commercialization. He was also the Corporate Facility Security Officer for UEA from2006 through 2015, where Mr. Rice
ensured UEA’s compliance with federal regulations under the National Industrial Security Program Operating Manual and completed
its annual security audit. During 2004 through 2007 while working as an Engineering Manager at UEA, Mr. Rice, among other things, led
the design and development of multiple fuel cell and power management systems, established a team to identify and eliminate production
and performance limitation, authored technical progress and final reports for customers and provided training to military personnel on
use of fuel cell systems. From 2002 through 2005, Mr. Rice also served as UEA’s Production Manager in charge of developing manufacturing
process and techniques and sourcing the production equipment for UEA’s products. Mr. Rice graduated from Michigan Technological
University in 2002 with a degree of Bachelors of Science Chemical Engineering. Mr. Rice received his Masters of Business Administration
at Michigan State University in 2016.
Anurag
Gupta. Mr. Anurag Gupta is a C-Suite executive with nearly 30 years of experience in US based global corporations. He has extensive
expertise in leading businesses internationally in both start-up and established business environments. Mr. Gupta currently serves on
the Board of Directors of Southern Graphics Systems (SGSCo), a PE backed global company providing packaging and marketing production
services to the CPG, retail and printer space. He is also an Executive Advisor to the company. Additionally, Mr. Gupta serves on the
Board of Directors of Roseburg Forest Products, Inc., a multi-billion dollar leading manufacturer and marketer of wood products in USA,
Canada and Japan, and is Chairman of its Strategy & Risk Committee. Mr. Gupta is also an investor and Director on the Board of Drive
My Way, Inc., a post-revenue start-up company in digital recruiting marketplace, powered by a proprietary, patent-protected platform
that is revolutionizing truck driver recruiting in USA. Mr. Gupta’s previous corporate roles include serving as CEO of Global Data
Services at TBG, AG from December 2016 to December 2017, a Private Equity firm where he helped Acquire DTN business from Schneider Electric.
As Executive Vice President of CMS Division at IHS Markit from April 2013 to December 2016 (NASDAQ listed: INFO), an over $25 billion
market capitalization company, Mr. Gupta led multiple global business lines along with corporate strategy, M&A and product development
for the company. During his tenure, the company acquired over 25 businesses across multiple industry verticals. As President of Europe,
Middle East and Africa (EMEA) region at BrightPoint, Inc from December 2009 to October 2012 (NASDAQ listed: CELL) and later at Ingram
Micro from October 2012 to March 2013 (NYSE listed: IM), Mr. Gupta was responsible for running a business of $2.7 billion in revenue
across 30 countries in EMEA. He was also the head of Investor Relations at BrightPoint, Inc. from April 2003 to November 2009 where he
was the recipient of the Stevie Business Award for the Best Investor Relations Program. As CEO of Teamcall Ltd., a Motorola Joint Venture
Company which Mr. Gupta helped create in the mid-1990s, he pioneered the launch of Mobile technology and business in India. Mr. Gupta
has participated 3 times in ringing the opening bell at NASDAQ and once in the closing bell at NYSE. Mr. Gupta graduated Magna Cum Laude
and earned his Bachelors in Electrical Engineering in 1987 and his Masters in Electrical Engineering in 1990 from the University of Toledo,
Ohio, USA where his Master’s Thesis was funded by NASA Lewis Research Center. He earned his Masters of Business Administration
in 1994 from the Stuart School of Business, at Illinois Institute of Technology, Chicago, USA. Mr. Gupta provides the board with significant
expertise in business finance and management of growing global operation as well as a strong history of board and committee service
Greg
Scheessele. Mr. Gregory (Greg) Scheessele has thirty-seven years of global manufacturing business leadership experience. He is the
CEO of his own advisory firm, Gerette, LLC. Prior to launching Gerette, LLC in 2018, Mr. Sheessele led the NAFTA and South American business
units of TMD Friction Holdings GmbH as the Executive Vice President, TMD Americas (“TMD”). Prior to joining TMD in 2005,
Mr. Scheessele was the Group Vice President, Global Operations with Pall Corporation where he worked over twelve years in various global
operations executive positions at Pall Corporation and Gelman Sciences (Pall acquisition). Mr. Scheessele developed his engineering and
manufacturing management skills while working for General Motors – Powertrain Division for ten years. Mr. Scheessele has served
as a Board Director or Trustee for various automotive component, engineering, technology firms and non-profit organizations for the past
twelve years. Mr. Scheessele currently is a director or trustee for an educational non-profit in the Detroit Metro area and a privately
held manufacturing company in Wisconsin. Mr. Scheessele has more than 13 years of experience serving as a director for both non-profit
and for-profit organizations. He has served in roles as an inside director and independent director and has more than 4 years of experience
on compensation and finance committees. Mr. Scheessele graduated from Purdue University with a Bachelor of Science – Mechanical
Engineering. Mr. Scheessele also earned a Master of Science – Industrial and Systems Engineering from the University of Michigan.
Mr. Scheessele provides the board with significant expertise in international manufacturing operations and management oversight as well
as a strong history of service on board committees.
Kenneth
Le. Mr. Le was appointed as our Director of government relations and the President of Prodigy Textiles in July 2019. In light of
his position with our subsidiary and the duties associated with such position, we believe Mr. Le meets the definition of “executive
officer” as such term is defined in the Exchange Act. Kenneth Le has over 25 years of successful international business experience
specializing in entrepreneurial enterprises. As previous managing partner of Pacific Bay Ventures, Mr. Le worked on a joint venture developing
1,550 hectares as a mixed use residential industrial park in conjunction with Dat Quang Chu Lai Industrial Park, JSP in Tam An city in
Chu Lai province, Vietnam’s first international open economic trade zone. He was Managing Director of Minh Nhat Company which was
developing Da Deh Lake, an eco-resort of over 500 hectares in a surrounded lake in the Lam Dong province, the third and the largest plateau
province on the Central Highlands three hours outside of Ho Chi Minh City in Vietnam. Mr. Le has extensive high-level business contacts
in Southeast Asia, many of which he has helped bring together acting as international liaison. Management believes that Mr. Le’s
work has been instrumental in helping the Company establish and grow its operations in Southeast Asia.
Term
of Office
Our
directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed
from office in accordance with our bylaws. Our officers are appointed by our Board and hold office until removed by the Board. Mr. Thompson
is employed as the Chief Executive Officer and Chief Financial Officer of the Company pursuant to a five-year employment contract.
Involvement
in Certain Legal Proceedings
To
the best of the Company’s knowledge, none of the following events occurred during the past ten years that are material to an evaluation
of the ability or integrity of any of our executive officers, directors, Director Nominees or promoters:
(1)
A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar
officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at
or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at
or within two years before the time of such filing;
(2)
Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3)
Subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining him from, or otherwise limiting, the following activities:
(i)
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing,
or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment
company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection
with such activity;
(ii)
Engaging in any type of business practice; or
(iii)
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of
Federal or State securities laws or Federal commodities laws;
(4)
Subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring,
suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described by such activity;
(5)
Found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law,
and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
(6)
Found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal
commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently
reversed, suspended or vacated;
(7)
Subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed,
suspended or vacated, relating to an alleged violation of:
(i)
Any Federal or State securities or commodities law or regulation; or
(ii)
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or
prohibition order; or
(iii)
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
(8)
Subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act (15 U.S. C 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of
the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member.
Director
Independence and Board Committees
We
are not currently required under the Securities and Exchange Act to maintain any committees of our Board.
Our
board of directors has not established any committees, including an audit committee, a compensation committee, a nominating committee
or any committee performing a similar function. The functions of those committees are being undertaken by our sole Board member. Because
we have only one director and do not have any independent directors, the establishment of committees of the Board of Directors would
not provide any benefits to our company and could be considered more form than substance. In addition, we do not have an “audit
committee financial expert,” because our sole director does not qualify as such within the applicable definition of the Securities
and Exchange Commission.
Nasdaq
listing standards require that a majority of our board of directors be independent within one year of our initial public offering. An
“independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries
or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the
director’s exercise of independent judgment in carrying out the responsibilities of a director. We have identified persons who
meet these requirements and are qualified to serve on our board; we anticipate appointing such persons to our Board at such time is required
to meet the applicable listing standards.
Meetings
of the Board of Directors
During its fiscal year ended December 31, 2023,
the Board of Directors did not meet on any occasion, but rather transacted business by unanimous written consent.
Family
Relationships
There
are no family relationships by between or among the members of the Board or other executive officers of the Company.
Indemnification
Our
amended and restated articles of incorporation and amended and restated bylaws include provisions limiting the liability of directors
and officers and indemnifying them under certain circumstances. See “Indemnification of Directors and Officers” for further
information. We intend to secure directors’ and officers’ liability insurance following the completion of this offering.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling
the Company pursuant to Wyoming law, we are informed that in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities Act and is therefore unenforceable.
EXECUTIVE
COMPENSATION
The following summary compensation table sets
forth all compensation awarded to, earned by, or paid to the named executive officer during the years ended December 31, 2023
and 2022 in all capacities for the accounts of our executive, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):
SUMMARY
COMPENSATION TABLE
Name and principal position | |
Year | | |
Salary ($) | | |
Bonus ($) | | |
Stock Awards ($) | | |
Option Awards ($) | | |
Non-Equity Incentive Plan Compensation ($) | | |
Nonqualified Deferred Compensation Earnings ($) | | |
All Other Compensation ($) | | |
Total ($) | |
Kim Thompson President, CEO, CFO and Director | |
| 2023 | | |
$ | 447,914 | (1) | |
$ | 89,583 | (2) | |
| | | |
$ | 260,000 | (12) | |
$ | - | | |
$ | - | | |
$ | 56,574 | (3) | |
$ | 867,081 | |
| |
| 2022 | | |
$ | 424,517 | (4) | |
$ | 84,5129 | (5) | |
| | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 43,373 | (6) | |
$ | 552,402 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Jonathan R. Rice COO | |
| 2023 | | |
$ | 180,243 | (7) | |
$ | 20,000 | (8) | |
$ | - | | |
$ | 162,000 | (13) | |
$ | - | | |
$ | - | | |
$ | 4,080 | (9) | |
$ | 366,323 | |
| |
| 2022 | | |
$ | 180,000 | (10) | |
$ | 30,000 | (11) | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 3,960 | (9) | |
$ | 214,496 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Kenneth Le President of Prodigy Textiles (13) | |
| 2023 | | |
$ | 60,000 | (14) | |
$ | - | | |
$ | - | | |
$ | 108,000 | (15) | |
$ | - | | |
$ | -0 | | |
$ | - | | |
$ | 168,000 | |
| |
| 2022 | | |
$ | 60,000 | (14) | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | -0 | | |
$ | - | | |
$ | 60,000 | |
(1) |
This
represents the annual salary payable to Mr. Thompson pursuant to the then current terms of his employment agreement. See the section,
“Employment Agreements” below for additional information regarding certain accruals and deferrals regarding Mr. Thompson’s
compensation. |
(2) |
This
represents the annual bonus payable to Mr. Thompson pursuant to the then current terms of his employment agreement. See the section,
“Employment Agreements” below for additional information regarding certain accruals and deferrals regarding Mr. Thompson’s
compensation. . |
(3) |
This
amount includes: $50,880 in medical insurance and medical reimbursement we agreed to cover for Mr. Thompson pursuant to his employment
agreement and $5,694 in reimbursement for office and travel related expenses. |
(4) |
This
represents the annual salary payable to Mr. Thompson pursuant to the then current terms of his employment agreement. See the section,
“Employment Agreements” below for additional information regarding certain accruals and deferrals regarding Mr. Thompson’s
compensation. . |
(5) |
This
represents the annual bonus payable to Mr. Thompson pursuant to the then current terms of his employment agreement. See the section,
“Employment Agreements” below for additional information regarding certain accruals and deferrals regarding Mr. Thompson’s
compensation. . |
(6) |
This
amount includes: $37,072 in medical insurance and medical reimbursement we agreed to cover for Mr. Thompson pursuant to his employment
agreement and $4,978 in reimbursement for office and travel related expenses. |
(7) |
This
represents the annual salary paid to Mr. Rice pursuant to the then current terms of his employment agreement. In 2023, Mr. Rice’s
annual base salary was $180,000. In addition to his annual base salary Mr. Rice was reimbursed for $3,000 in medical insurance premiums
and $1,080 in phone service expenses, pursuant to his employment agreement recorded and reported under “all other compensation”. |
(8) |
This
represents the annual bonus payable to Mr. Rice pursuant to the then current terms of his employment agreement. |
(9) |
In
2022, Mr. Rice received $3,000 in medical insurance and medical reimbursement and $960 in phone service expenses, pursuant to his
employment agreement. |
(10) |
This
represents the annual salary paid to Mr. Rice pursuant to the then current terms of his employment agreement. In 2022, Mr. Rice’s
annual base salary was $180,000. In addition to his annual base salary Mr. Rice was reimbursed for $3,000 in medical insurance premiums
and $960 in phone service expenses, pursuant to his employment agreement recorded and reported under “all other compensation”. |
(11) |
This
represents the annual bonus payable to Mr. Rice pursuant to the then current terms of his employment agreement. |
(12) |
In
December 2023, Mr. Thompson was issued a ten-year warrant to purchase 10,000,000 shares of common stock of the Company at an exercise
price of $0.04 per share pursuant to the 2019 Employee Stock Option Plan |
(13) |
In
December 2023, Mr. Rice was issued a ten-year warrant to purchase 6,000,000 shares of common stock of the Company at an exercise
price of $0.04 per share pursuant to the 2019 Employee Stock Option Plan. |
(14) |
This
represents the annual salary paid to Mr. Le pursuant to the then current terms of his employment agreement. |
(15) |
In
December 2023, Mr. Le was issued a ten-year warrant to purchase 4,000,000 shares of common stock of the Company at an exercise price
of $0.04 per share pursuant to the 2019 Employee Stock Option Plan. |
Employment
Agreements
On
November 10, 2010, the Company entered into an employment agreement with Kim Thompson, its President, Chief Executive Officer, Chief
Financial Officer and sole director, effective January 1, 2011 through the December 31, 2015. The agreement was for a term of five years
at an annual salary of $210,000 in 2011, with a 6% annual increase thereafter. For the year ended December 31, 2015, the annual salary
was $281,027, but in light of the Company’s cash position, Mr. Thompson deferred such compensation. On January 1, 2016, the agreement
was renewed with the same terms for another 5 years with an annual salary of $297,889 for the year ended December 31, 2016, but in light
of the Company’s cash position, Mr. Thompson deferred such compensation. On January 1, 2017, the agreement renewed with the same
terms for another 5 years, but with an annual salary of $315,764 for the year ended December 31, 2017, but in light of the Company’s
cash position, Mr. Thompson deferred such compensation. On January 1, 2018, the agreement renewed again with the same terms for another
5 years, but with an annual salary of $334,708 for the year ended December 31, 2018, but in light of the Company’s cash position,
Mr. Thompson deferred such compensation. On January 1, 2019, the agreement renewed again with the same terms for another 5 years, but
with an annual salary of $354,791 for the year ended December 31, 2019. On January 1, 2020, the agreement renewed again with the same
terms for another 5 years, but with an annual salary of $376,078 for the year ended December 31, 2020. On January 1, 2021, the agreement
renewed again with the same terms for another 5 years, but with an annual salary of $447,915 for the year ended December 31, 2023.
In order to conserve Company resources, the CEO agreed to accrue a majority of his salary. As of December 31, 2023, the accrued
salary balance is $3,511,776. See, “Certain Relationships And Related Transactions, And Director Independence - Accrued
Salaries and Officer Loans - Mr. Thompson, CEO/President.”
On
December 13, 2023, Mr. Thompson was issued a ten-year warrant to purchase 10,000,000 shares of common stock of the Company at an exercise
price of $0.04 per share pursuant to the 2019 Employee Stock Option Plan; this warrant fully vested on the grant date and will expire
on December 13, 2033. For the twelve months ended December 31, 2023, the Company recorded $260,000 for the warrants issued to related
party.
Base
pay will be increased each January 1st, for the subsequent twelve-month periods by 6%. Mr. Thompson will also be entitled to life, disability,
health and dental insurance as well as an annual bonus in an amount equal to 20% of the base salary. In light of the Company cash position,
Mr. Thompson declined the life and disability insurance.
The
agreement also calls for the retention of the executive as a consultant following the termination of employment with compensation during
such consultancy based upon the Company reaching certain milestones:
Upon
the expiration or termination of this agreement for any reason, or by either party, Company agrees that it will employ Executive as a
consultant for a period of four (4) years and at a rate of $4,500 per month.
(a) |
In
the event that Company achieves gross sales of five million dollars ($5,000,000) or more, or one million dollars ($1,000,000) or
more in net income, in any year during the term of this agreement, or upon the Company’s achieving an average market capitalization
over a 240 consecutive calendar day period, in excess of $70,000,000 during the term of this agreement, then the consulting period
will be for five (5) years and the consulting rate will be increased to $5,500 per month. |
(b) |
In
the event that Company achieves gross sales of ten million dollars ($10,000,000) or more, or two million dollars ($2,000,000) or
more in net income, in any year during the term of this agreement, or upon the Company’s achieving an average market capitalization
over a 240 consecutive calendar day period, in excess of $90,000,000 during the term of this agreement, then the consulting period
will be for six (6) years and the consulting rate will be increased to $7,500 per month. |
COO
On
January 20, 2015, the Company entered into an at-will employment agreement with Mr. Jonathan R. Rice, its Chief Operating Officer (the
“2015 COO Employment Agreement”). Although the 2015 COO Employment Agreement has been superseded (as described below), on
January 23, 2015, Mr. Rice was issued a three-year warrant to purchase 2,000,000 shares of common stock of the Company at an exercise
price of $0.001 per share pursuant to the COO Employment Agreement (the “January 2015 Warrant”) and on May 28, 2015, the
Company issued a three-year warrant to purchase 3,000,000 shares of common stock of the Company at an exercise price of $0.001 per share
(the “May 2015 Warrant”). The May 2015 share warrant fully vested on October 28, 2016 and will expire on May 28, 2022. For
the twelve months ended December 31, 2015, the Company recorded $121,448 for the warrants issued to Mr. Rice.
On
January 14, 2016, the Company entered into a new at-will employment agreement with Mr. Rice (the “2016 COO Employment Agreement”).
The 2016 COO Employment Agreement had a term of one year and can be terminated by either the Company or Mr. Rice at any time. Under the
2016 COO Employment Agreement, Mr. Rice is entitled to an annual cash compensation of $140,000, which includes salary, health insurance,
401K retirement plan contributions, and other benefits. In addition, on March 30, 2016, Mr. Rice was issued a three-year warrant to purchase
6,000,000 shares of common stock of the Company at an exercise price of $0.001 per share pursuant to the 2016 COO Employment Agreement;
this warrant fully vested on February 20, 2017 and will expire on May 20, 2026. Additionally, on August 4, 2016, the Company approved
a performance retention bonus to Mr. Rice of $20,000 which was paid in 2021.
The
Company extended the 2016 COO Employment Agreement to a term ending on January 31, 2019. On March 25, 2019, the Company signed an extension
of its at-will employment agreement with its COO, extending the term to January 31, 2020. On May 19, 2020, the Company signed an extension
of its at-will employment agreement with its COO, extending the term to January 31, 2021. On March 5, 2021, the Company signed an extension
of its at-will employment agreement with its COO, extending the term to January 1, 2022. On February 24, 2022, the Company signed an
extension of its at-will employment agreement with its COO, extending the term to January 1, 2023. The COO Employment Agreement can be
terminated by either the Company or Mr. Rice at any time.
On
January 9, 2018, the Company extended the expiration date of the January 2015 Warrant from January 19, 2018 to January 31, 2020. On January
10, 2020, the Company extended the expiration date of the January 2015 Warrant from January 31, 2020 to January 10, 2025.
On
April 26, 2019, the Company signed an agreement to increase Mr. Rice’s base salary by $20,000 per year and issue a one-time $20,000
bonus.
On
October 21, 2019, the Company signed another agreement to increase Mr. Rice’s base salary by another $20,000 per year (effective
August 15, 2019).
On
August 8, 2019, Mr. Rice was issued a set of three five-year warrants to purchase a total of 6,000,000 shares of common stock of the
Company at an exercise price of $0.2299 per share pursuant to his employment agreement.
On
December 13, 2023, Mr. Rice was issued a ten-year warrant to purchase 6,000,000 shares of common stock of the Company at an exercise
price of $0.04 per share pursuant to the 2019 Employee Stock Option Plan; this warrant fully vested on December 13, 2027 and will expire
on December 13, 2033.
For the twelve months ended December 31, 2023,
the Company recorded $136,670 for the warrants issued to related party.
Compensation
of Directors
Directors
are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority
to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table sets forth certain information regarding the beneficial ownership of our Common Stock and Series A Preferred Stock as
of the date of this Registration Statement by (a) each stockholder who is known to us to own beneficially 5% or more of our outstanding
Common Stock, (b) directors, (c) our executive officers, and (d) all executive officers and directors as a group. Beneficial ownership
is determined according to the rules of the SEC, and generally means that person has beneficial ownership of a security if he or she
possesses sole or shared voting or investment power of that security and includes options, warrants and other securities convertible
or exercisable into shares of Common Stock, provided that such securities are currently exercisable or convertible or exercisable or
convertible within 60 days of the date hereof. Each director or officer, as the case may be, has furnished us with information with respect
to their beneficial ownership. Except as otherwise indicated, all persons listed below have (i) sole voting power and investment power
with respect to their Common Stock, except to the extent that authority is shared by spouses under applicable law, and (ii) record and
beneficial ownership with respect to their Common Stock.
Title
of
Class |
|
Name
and Address of
Beneficial
Owner |
|
Amount
and
Nature
of
Beneficial |
|
|
Percent
of
Class
(1) |
|
|
Percent
of All
Voting
Classes (6) |
|
Class
A Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kim
Thompson |
|
|
201,587,925 |
(2) |
|
|
19.41 |
% |
|
|
12.30 |
% |
|
|
2723
South State St Suite 150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ann
Arbor, MI 48104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jonathan
R. Rice |
|
|
21,920,490 |
(3) |
|
|
2.11 |
% |
|
|
1.14 |
% |
|
|
2723
South State St Suite 150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ann
Arbor, MI 48104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth
Le |
|
|
7,600,000 |
(4) |
|
|
0.73 |
% |
|
|
0.46 |
% |
|
|
2723
South State St Suite 150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ann
Arbor, MI 48104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All
executive officers and directors as a group (3 Persons) |
|
|
231,108,415 |
|
|
|
22.26 |
% |
|
|
14.11 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
George Roland
Gill |
|
|
56,935,028 |
(5) |
|
|
5.48 |
% |
|
|
3.48 |
% |
|
|
160 King Street
Sydney NSW 2000, Australia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
A Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kim
Thompson |
|
|
3 |
(7) |
|
|
100 |
% |
|
|
36.62 |
% |
|
|
2723
South State St Suite 150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ann
Arbor, MI 48104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jonathan
R. Rice |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2723
South State St Suite 150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ann
Arbor, MI 48104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth
Le |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2723
South State St Suite 150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ann
Arbor, MI 48104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All
executive officers and directors as a group (3 Persons) |
|
|
3 |
|
|
|
100 |
% |
|
|
36.62 |
% |
(1) The
percent of class is based on 1,038,374,219 shares of our Common Stock issued and outstanding as of the date hereof.
(2) Such
shares include 201,587,922 shares of Common Stock that are owned by Mr. Thompson, and 3 shares of Common Stock that may
be issued upon conversion of the Series A preferred stock that are owned by Mr. Thompson. In addition to this, Mr. Thompson owns
30,000,000 warrant shares of Common Stock that may be issued upon exercise of outstanding warrants no sooner than February 19, 2025.
(3) Such
shares include 3,202,491 shares of Common Stock that are owned by Mr. Rice and 18,700,000 shares of Common Stock that may be issued
upon exercise of warrants Mr. Rice owns. Additionally, Mr. Rice owns warrants to purchase up to 5,800,000 shares of Common Stock,
which are not exercisable at this time.
(4) These
shares represent shares of Common Stock that may be issued upon exercise of warrants Mr. Le owns. Additionally, Mr. Le owns warrants
to purchase up to 10,000,000 shares of Common Stock, which are not exercisable at this time.
(5) Such
Shares include 56,935,028 shares of Common Stock that are controlled by Mr. Gill.
(6) The percent of all
voting classes is based on 1,638,374,219 votes, which includes 1,038,374,219 votes from the holders of our issued and outstanding Common
Stock and 600,000,0000 votes from the holder of our issued and outstanding Series A preferred stock.
(7) On
March 26, 2024 the Company reclassified two shares of preferred stock to Series A preferred stock increasing the total authorized shares
to four.
Change
in Control
As
of the date of this Registration Statement, there were no arrangements which may result in a change in control of the Company.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Except
as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member
thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since January 1, 2021, in
which the amount involved in the transaction exceeds the lesser of $120,000 or one percent of the average of our total assets at the
year-end for the last two completed fiscal years.
Related
Party Transactions
Accrued
Salaries and Officer Loans
Mr.
Thompson, CEO/President
In
order to conserve Company resources, Mr. Thompson
agreed to defer a significant portion of the compensation and other payments, as set forth below, owed to him.
|
● |
Annual
Compensation: Between December 31, 2016 and December 31, 2023, Kim Thompson, our CEO accrued $3,511,776 of unpaid
salary, which represents a portion of the annual compensation owed to him pursuant to the terms of his employment agreements during
such time period. As of December 31, 2022, there was $3,077,393 in accrued interest on Mr. Thompson’s accrued
salary; such interest accrues at the rate of 3% per annum. As a result of these accruals, as of December 31, 2023, we owed
Mr. Thompson $6,192,012 in salary and interest related payments. |
|
● |
Company Loans:
As of December 31, 2023, Mr. Thompson loaned
the Company an aggregate of $1,657,000 and has been repaid $40,000, leaving a balance of $1,617,000. As of December 31, 2023, there
was $2,617,211 in loan interest; such interest accrues at the rate of 3% per annum. |
|
● |
Royalty Payments: Mr.
Thompson was entitled to certain royalties as compensation for the transfer of intellectual
property he owned to the Company. As of December 31, 2023, there was $65,292 in royalty payments
payable to Mr. Thompson. |
|
● |
As of December 31, 2023, there was $388,001 included
in accounts payable and accrued expense payable to Mr. Thompson, which includes rent payments owed on the Texas Property (as hereinafter
defined). |
The
Company is not a subsidiary of any company.
Loans
On
January 26, 2022, the Company repaid $40,000 of loan principal to Mr. Thompson.
Warrants
On
December 13, 2023, the Company issued Mr. Thompson warrants to purchase 10,000,000 shares of common stock of the Company at an exercise
price of $0.04 per share pursuant to the 2019 Employee Stock Option Plan. See “Executive Compensation” for additional details.
On
December 13, 2023, the Company issued Mr. Rice warrants to purchase 6,000,000 shares of common stock of the Company at an exercise price
of $0.04 per share pursuant to the 2019 Employee Stock Option Plan. See “Executive Compensation” for additional details.
On
December 13, 2023, the Company issued Mr. Le warrants to purchase 4,000,000 shares of common stock of the Company at an exercise price
of $0.04 per share pursuant to the 2019 Employee Stock Option Plan. See “Executive Compensation” for additional details.
Payments
During the year ended December 31, 2022, the Company paid $98,480 as a deposit towards the purchase of
inventory from a related party vendor, which is an entity in which we hold a 15% ownership interest. As of December 31, 2023, the
Company recognized an impairment expense of $95,872 against this deposit.
Related
Party Policy
Our
current Code of Ethics requires the CEO and CFO to avoid, wherever possible, actual conflicts of interest in personal and professional
relationships; however, we have not yet adopted a formal policy for the review, approval or ratification of related party transactions.
Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy. A conflict-of-interest
situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively
and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits
as a result of his or her position.
We
also require each of our directors and executive officers to annually complete a directors’ and officers’ questionnaire that
elicits information about related party transactions.
These
procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a
conflict of interest on the part of a director, employee or officer.
Prior
to the consummation of this offering, we will adopt a new code of ethics requiring us to avoid, wherever possible, all conflicts of interests,
except under guidelines or resolutions approved by our Board (or the appropriate committee of our board) or as disclosed in our public
filings with the SEC. Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or
relationship (including any indebtedness or guarantee of indebtedness) involving the company. A form of the code of ethics that we plan
to adopt prior to the consummation of this offering is filed as an exhibit to the registration statement of which this prospectus is
a part.
In
addition, our audit committee, pursuant to a written charter that we will adopt prior to the consummation of this offering, will be responsible
for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority
of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related
party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous
written consent of all of the members of the audit committee will be required to approve a related party transaction. A form of the audit
committee charter that we plan to adopt prior to the consummation of this offering is filed as an exhibit to the registration statement
of which this prospectus is a part. We also require each of our directors and executive officers to complete a directors’ and officers’
questionnaire that elicits information about related party transactions.
DESCRIPTION
OF SECURITIES
General
Our
original articles of incorporation authorized 60,000,000 shares of Class A common stock, 25,000,000 shares of Class B common stock with
no par value per share and 10,000,000 shares of preferred stock with no par value per share. On March 18, 2009, we amended our articles
of incorporation to provide for unlimited authorized shares, no par value, of Class A common stock and Class B common stock, and preferred
stock. In December 2013, we further amended our articles of incorporation to designate Series A of the Company’s preferred stock,
no par value; there are two shares of Series A preferred stock authorized. There are no provisions in our charter or by-laws that would
delay, defer or prevent a change in our control. As of the date hereof, we have 1,033,374,219 shares of Class A common stock, 0 shares
of Class B common stock and 3 shares of Series A Preferred Stock outstanding. The Class B common stock is not listed on the OTCQB
or any other market and we are not seeking to have it listed on Nasdaq or another national exchange.
Common
Stock
As
of June 10, 2024, 1,038,374,219 shares of Class A common stock were issued and outstanding and held by 34 stockholders of record,
and we had no shares of Class B common stock issued and outstanding. Holders of our Common Stock are entitled to one vote for each share
on all matters submitted to a stockholder vote; Class B common stock does not have any voting rights.
Holders
of Common Stock do not have cumulative voting rights.
Holders
of a majority of the shares of Common Stock voting for the election of directors can elect all of the directors. Holders of our common
stock representing a majority of the voting power of our capital stock issued and outstanding and entitled to vote, represented in person
or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding
shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of
Incorporation.
Although
there are no provisions in our charter or by-laws that may delay, defer or prevent a change in control, we are authorized, without stockholder
approval, to issue shares of preferred stock that may contain rights or restrictions that could have this effect.
Holders
of both classes of common stock are entitled to share in all dividends that the Board, in its discretion, declares from legally available
funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in
all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common
stock. Holders of both classes of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.
Preferred
Stock
Our
Board has the authority, without further action by the stockholders, to issue from time to time the preferred stock in one or more series
for such consideration and with such relative rights, privileges, preferences and restrictions that the Board may determine. The preferences,
powers, rights and restrictions of different series of preferred stock may differ with respect to dividend rates, amounts payable on
liquidation, voting rights, conversion rights, redemption provisions, sinking fund provisions and purchase funds and other matters. The
issuance of preferred stock could adversely affect the voting power or other rights of the holders of common stock.
Effective
December 17, 2013, the Company amended its Articles of Incorporation to designate Series A of the Company’s preferred stock, no
par value. Under the amendment, there are two shares of Series A preferred stock authorized. The holders of Series A preferred stock
are entitled to vote together with the holders of the Company’s common stock on all matters upon which the Company’s stockholders
may vote.
Each
share of Series A preferred stock is entitled to 200,000,000 votes on all such matters. Each share of Series A preferred stock is convertible
into one share of the Company’s common stock at the holder’s option. On December 19, 2013, the Company issued two shares
of Series A preferred stock to Kim Thompson, the Company’s founder, CEO, CFO, President, and sole director. The shares of Series
A preferred stock were issued to Mr. Thompson in exchange for an agreement to extend to October, 30, 2014 the date on which the Company
would pay certain debts owed to Mr. Thompson. As part of the transaction, Mr. Thompson also agreed to forgive $30,000 which the Company
owed to him as compensation. In connection with the transaction, the Company incurred a loss on settlement of debt of $5,187,800.
On March 26, 2024, the Company issued one
share of Series A preferred stock to Mr. Thompson. In consideration of the share of Series A preferred stock, Mr. Thompson
paid twenty thousand dollars ($20,000), in the form of debt cancellation.
Dividends
Since
inception we have not paid any cash dividends on our capital stock. We currently do not anticipate paying any cash dividends in the foreseeable
future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the
exploration and growth of our business, our Board will have the discretion to declare and pay dividends in the future. Payment of dividends
in the future will depend upon our earnings, capital requirements, and other factors, which our Board may deem relevant.
Certain
Anti-Takeover Effects
Certain
provisions of Wyoming law may have an anti-takeover effect and may delay or prevent a tender offer or other acquisition transaction that
a shareholder might consider to be in his or her best interest. The summary of the provisions of Wyoming law set forth below does not
purport to be complete and is qualified in its entirety by reference to Wyoming law.
The
issuance of shares of preferred stock, the issuance of rights to purchase such shares, and the imposition of certain other adverse effects
on any party contemplating a takeover could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of
the preferred stock, if the option to acquire such shares is exercised, would impede a business combination by the voting rights that
would enable a holder to block such a transaction. In addition, under certain circumstances, the issuance of other preferred stock could
adversely affect the voting power of holders of our common stock.
Under
Wyoming law, a director, in determining what he reasonably believes to be in or not opposed to the best interests of the corporation,
does not need to consider only the interests of the corporation’s stockholders in any takeover matter but may also, in his discretion,
may consider any of the following:
|
(i) |
The
interests of the corporation’s employees, suppliers, creditors and customers; |
|
|
|
|
(ii) |
The
economy of the state and nation; |
|
|
|
|
(iii) |
The
impact of any action upon the communities in or near which the corporation’s facilities or operations are located; |
|
|
|
|
(iv) |
The
long-term interests of the corporation and its stockholders, including the possibility that those interests may be best served by
the continued independence of the corporation; and |
|
|
|
|
(v) |
Any
other factors relevant to promoting or preserving public or community interests. |
The
outstanding Series A Preferred Stock can deter a takeover.
Because
our Board is not required to make any determination on matters affecting potential takeovers solely based on its judgment as to the best
interests of our stockholders, our board of directors could act in a manner that would discourage an acquisition attempt or other transaction
that some, or a majority, of our stockholders might believe to be in their best interests or in which such stockholders might receive
a premium for their stock over the then market price of such stock. Our Board of directors presently does not intend to seek stockholder
approval prior to the issuance of currently authorized stock, unless otherwise required by law or applicable stock exchange rules.
Transfer
Agent
The
transfer agent for our Common Stock is Olde Monmouth Stock Transfer Co., Inc.
Listing
Our
Common stock is quoted on the OTCQB under the trading symbol KBLB”. We have applied to have our Common Stock listed on the Nasdaq
Capital Market under the symbol “KBLB” and our Purchase Warrants listed on the Nasdaq Capital Market under the symbol “KBLBW,”
but we cannot guarantee that our application will be approved.
Limitation
on Liability and Indemnification Matters
See
the section of this prospectus entitled “Management - Indemnification”.
Penny
Stock Regulation
The
SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price
of less than Five Dollars ($5.00) per share or an exercise price of less than Five Dollars ($5.00) per share. Such securities are subject
to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules,
the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s
written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the
rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market.
The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations
for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s
presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in penny stocks. As our Common Stock immediately following
this Offering may be subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to
sell their Common Stock shares in the secondary market.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling
the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is therefore unenforceable.
LEGAL
MATTERS
The
validity of the shares of our Common Stock offered hereby and other legal matters concerning this Offering relating to Wyoming law will
be passed upon for us by Tynsky Law office, P.C., Green River, Wyoming. Certain legal matters in connection with this Offering with respect
to the United States federal securities law and New York law will be passed upon for us by Hunter Taubman Fischer & Li LLC, New York,
New York.
EXPERTS
The
consolidated financial statements as of December 31, 2023 and 2022, included in this prospectus have been audited and so
included in reliance on the report of M&K CPAS, PLLC, an independent registered public accounting firm, given on the authority of
said firm as experts in auditing and accounting. The consolidated financial statements for the three months ended March 31, 2024 incorporated
herein are not audited.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
have filed with the SEC a registration statement on Form S-1, including relevant exhibits and schedules under the Securities Act, covering
the Common Stocks offered by this prospectus. You should refer to our registration statements and their exhibits and schedules if you
would like to find out more about us and about the Common Stocks. This prospectus summarizes material provisions of contracts and other
documents that we refer you to. Since the prospectus may not contain all the information that you may find important, you should review
the full text of these documents.
The
registration statements, reports and other information so filed can be inspected and copied at the public reference facilities maintained
by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee,
by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms.
The SEC also maintains a website that contains reports, proxy statements and other information about issuers, such as us, who file electronically
with the SEC. The address of that website is http://www.sec.gov. The information on that website is not a part of this prospectus.
No
dealers, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus.
You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the securities offered
hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is
current only as of its date.
KRAIG
BIOCRAFT LABORATORIES, INC.
INDEX
TO FINANCIAL STATEMENTS
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.
CONTENTS
|
|
Unaudited Condensed Financial Statements: |
|
|
|
PAGE |
F-2 |
Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023 (Audited) |
|
|
|
PAGE |
F-3 |
Condensed Consolidated Statements of Operations (Unaudited) for the three months ended March 31, 2024 and 2023 |
|
|
|
PAGE |
F-4 |
Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the three months ended March 31, 2024 (Unaudited) |
|
|
|
PAGE |
F-5 |
Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the three months ended March 31, 2023 (Unaudited) |
|
|
|
PAGE |
F-6 |
Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2024 |
|
|
|
PAGE |
F-7 |
Notes to Condensed Consolidated Financial Statements (Unaudited) |
|
|
|
PAGE |
F-23 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 2738) |
|
|
|
PAGE |
F-25 |
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 AND DECEMBER 31, 2022. |
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PAGE |
F-26 |
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022. |
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PAGES |
F-27 |
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022. |
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PAGE |
F-28 |
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022. |
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PAGES |
F-29 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. |
Kraig
Biocraft Laboratories, Inc. and Subsidiary
Condensed
Consolidated Balance Sheets
| |
March 31, 2024 | | |
December 31, 2023 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | | |
| | |
Current Assets | |
| | | |
| | |
Cash and cash equivalents | |
$ | 2,047,307 | | |
$ | 2,551,834 | |
Inventory | |
| 6,884 | | |
| 6,884 | |
Prepaid expenses | |
| 4,043 | | |
| 14,902 | |
Deposit - Related Party | |
| | | |
| - | |
Total Current Assets | |
| 2,058,234 | | |
| 2,573,620 | |
| |
| | | |
| | |
Property and Equipment, net | |
| 59,911 | | |
| 66,640 | |
Investment in gold bullions (cost $450,216 and $450,216, respectively) | |
| 536,799 | | |
| 493,236 | |
Operating lease right-of-use asset, net | |
| 114,027 | | |
| 95,808 | |
Security deposit | |
| 3,518 | | |
| 3,518 | |
| |
| | | |
| | |
Total Assets | |
$ | 2,772,489 | | |
$ | 3,232,822 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
| |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 509,455 | | |
$ | 541,637 | |
Note payable - related party | |
| 1,617,000 | | |
| 1,617,000 | |
Royalty agreement payable - related party | |
| 65,292 | | |
| 65,292 | |
Accounts payable and accrued expenses - related party | |
| 6,687,800 | | |
| 6,584,648 | |
Accounts payable and accrued expenses | |
| 6,687,800 | | |
| 6,584,648 | |
Operating lease liability, current | |
| 56,736 | | |
| 41,789 | |
Loan payable | |
| 20,244 | | |
| 35,244 | |
Total Current Liabilities | |
| 8,956,527 | | |
| 8,885,610 | |
| |
| | | |
| | |
Long Term Liabilities | |
| | | |
| | |
Operating lease liability, net of current | |
| 57,991 | | |
| 54,368 | |
Total Liabilities | |
| 9,014,518 | | |
| 8,939,978 | |
| |
| | | |
| | |
Commitments and Contingencies (Note 9) | |
| - | | |
| - | |
| |
| | | |
| | |
Stockholders’ Deficit | |
| | | |
| | |
Preferred stock, no par value; unlimited shares authorized, none, issued and outstanding | |
| - | | |
| - | |
Preferred stock Series A, no par value; 3 and 2 shares issued and outstanding, respectively | |
| 5,237,800 | | |
| 5,217,800 | |
Preferred stock value | |
| 5,237,800 | | |
| 5,217,800 | |
Common stock Class A, no par value; unlimited shares authorized, 1,038,374,219 and 1,030,940,008 shares issued and outstanding, respectively | |
| 27,385,611 | | |
| 27,385,611 | |
Common stock Class B, no par value; unlimited shares authorized, no shares issued and outstanding | |
| - | | |
| - | |
Common stock value | |
| - | | |
| - | |
Common Stock Issuable, 1,122,311 and 1,122,311 shares, respectively | |
| 22,000 | | |
| 22,000 | |
Additional paid-in capital | |
| 11,307,215 | | |
| 11,354,213 | |
Accumulated Deficit | |
| (50,194,655 | ) | |
| (49,686,780 | ) |
| |
| | | |
| | |
Total Stockholders’ Deficit | |
| (6,242,029 | ) | |
| (5,707,156 | ) |
| |
| | | |
| | |
Total Liabilities and Stockholders’ Deficit | |
$ | 2,772,489 | | |
$ | 3,232,822 | |
Kraig
Biocraft Laboratories, Inc. and Subsidiary
Condensed
Consolidated Statements of Operations
(Unaudited)
| |
| | | |
| | |
| |
For the Three Months Ended | |
| |
March 31, 2024 | | |
March 31, 2023 | |
| |
| | |
| |
Revenue | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Operating Expenses | |
| | | |
| | |
General and Administrative | |
| 164,375 | | |
| 211,103 | |
Professional Fees | |
| 76,182 | | |
| 34,747 | |
Officer’s Salary | |
| 178,718 | | |
| 171,624 | |
Research and Development | |
| 29,435 | | |
| 69,092 | |
Total Operating Expenses | |
| 448,710 | | |
| 486,566 | |
| |
| | | |
| | |
Loss from Operations | |
| (448,710 | ) | |
| (486,566 | ) |
| |
| | | |
| | |
Other Income/(Expenses) | |
| | | |
| | |
Net change in unrealized depreciation on investment in gold bullion | |
| 43,563 | | |
| 33,352 | |
Interest expense | |
| (129,934 | ) | |
| (117,837 | ) |
Amortization of debt issue costs | |
| | | |
| | |
Asset impairment expense | |
| | | |
| | |
Interest income | |
| 27,206 | | |
| 4,269 | |
Total Other Income/(Expenses) | |
| (59,165 | ) | |
| (80,216 | ) |
| |
| | | |
| | |
Net (Loss) before Provision for Income Taxes | |
| (507,875 | ) | |
| (566,782 | ) |
| |
| | | |
| | |
Provision for Income Taxes | |
| - | | |
| - | |
| |
| | | |
| | |
Net (Loss) | |
$ | (507,875 | ) | |
$ | (566,782 | ) |
| |
| | | |
| | |
Other Comprehensive Income | |
| | | |
| | |
Change in unrealized value of available-for-sale securities, net of income tax | |
| | | |
| | |
Total Operating and Comprehensive Loss | |
$ | (507,875 | ) | |
$ | (566,782 | ) |
| |
| | | |
| | |
Net Income (Loss) Per Share - Basic and Diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| |
| | | |
| | |
Weighted average number of shares outstanding during the period - Basic and Diluted | |
| 1,038,374,219 | | |
| 1,032,075,973 | |
Kraig
Biocraft Laboratories, Inc. and Subsidiary
Condensed
Consolidated Statement of Changes in Stockholders’ Deficit
For
the three months ended March 31, 2024
(Unaudited)
| |
Shares | |
Par | |
Shares | |
Par | |
Shares | |
Par | |
Shares | |
Par | |
APIC | |
Deficit | |
Total |
| |
Preferred
Stock -
Series A | |
Common
Stock -
Class A | |
Common
Stock -
Class B | |
To be
issued | |
| |
Accumulated | |
|
| |
Shares | |
Par | |
Shares | |
Par | |
Shares | |
Par | |
Shares | |
Par | |
APIC | |
Deficit | |
Total |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
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Balance, December 31, 2023 (Audited) | |
| 2 | | |
$ | 5,217,800 | | |
| 1,038,374,219 | | |
$ | 27,385,611 | | |
| - | | |
$ | - | | |
| 1,122,311 | | |
$ | 22,000 | | |
$ | 11,354,213 | | |
$ | (49,686,780 | ) | |
| (5,707,156 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Preferred share issued in connection with debt cancellation - related party | |
| 1 | | |
| 20,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 20,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Warrants issued for services - related parties | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (91,090 | ) | |
| - | | |
| (91,090 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Warrants issued for services | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 23,935 | | |
| - | | |
| 23,935 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Exercise of warrants in exchange for cash ($0.06/Sh
and $0.08/Sh)
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Exercise of warrants in exchange for cash ($0.06/Sh
and $0.08/Sh), shares | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Convertible debt and accrued interest conversion into
common stock ($0.0253/Sh-$0.06430/Sh)
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Convertible debt and accrued interest conversion into
common stock ($0.0253/Sh-$0.06430/Sh), shares | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Imputed interest - related party | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 20,157 | | |
| - | | |
| 20,157 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss for the three months ended March 31, 2024 | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (507,875 | ) | |
| (507,875 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, March 31, 2024 (Unaudited) | |
| 3 | | |
$ | 5,237,800 | | |
| 1,038,374,219 | | |
$ | 27,385,611 | | |
| - | | |
$ | - | | |
| 1,122,311 | | |
$ | 22,000 | | |
$ | 11,307,215 | | |
$ | (50,194,655 | ) | |
| (6,242,029 | ) |
Kraig
Biocraft Laboratories, Inc. and Subsidiary
Condensed
Consolidated Statement of Changes in Stockholders Deficit
For
the three months ended March 31, 2023
(Unaudited)
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
Preferred
Stock -
Series
A | |
Common
Stock -
|