KULR Technology Group, Inc. (NYSE American: KULR) has announced that it entered into a Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co. and Craig-Hallum Capital Group LLC. The agreement gives the company the ability to sell up to $300 million of its common stock through an at-the-market, or ATM, offering. According to the filing, the purpose of this capital raise is to support KULR’s Bitcoin treasury reserve strategy.
The structure is important. Rather than conducting one large equity raise at a fixed price, KULR can issue shares gradually into the public market at prevailing prices. That gives the company flexibility to time sales based on market conditions and internal capital needs. The filing states that the offering will be made pursuant to an existing shelf registration, and sales may occur from time to time at the company’s discretion.
How the $300 million ATM program is structured
Under the agreement, Cantor Fitzgerald will act as the sole sales agent and will use commercially reasonable efforts to sell shares at market prices. Craig-Hallum Capital Group LLC is named in the agreement, but the filing specifically identifies Cantor Fitzgerald as the active sales agent for the ATM program. This matters because the lead sales agent is the party responsible for placing shares in the market as opportunities arise.
ATM offerings are often used by public companies that want financing flexibility without committing to a single large discounted issuance. Instead of raising all funds at once, the issuer can sell stock incrementally, potentially reducing execution pressure and aligning capital raises with strategic initiatives. In KULR’s case, that strategic initiative is clearly tied to the expansion of its Bitcoin treasury reserve.
As of June 6, 2025, KULR’s common stock was trading at $1.18 per share. The filing also clarifies that the total number of shares issued under the agreement will not exceed the number of authorized but unissued shares available to the company, after taking into account any shares that have already been reserved or otherwise committed. KULR further noted that its common stock is listed and traded on the NYSE American LLC under the symbol KULR.
Commissions, underwriting status, and legal disclosures
KULR said it will pay the sales agents a commission of up to 3.0% of the gross sales proceeds. That fee directly affects how much net capital the company ultimately retains from any stock sales executed through the ATM program. In public market financing, these commission terms are a key part of understanding the real economics of a capital raise.
The filing also states that the sales agents are considered underwriters under the Securities Act of 1933. As a result, KULR agreed to indemnify them against certain liabilities. This is standard language in many public securities offerings, but it is still significant because it highlights that the transaction sits squarely inside the U.S. securities law framework and carries the usual allocation of responsibilities and protections among the issuer and participating financial intermediaries.
KULR was also explicit about risk. The company said that both its business and an investment in its common stock involve significant risks. Those risks are described under the “Risk Factors” section beginning on page S-6 of the prospectus supplement, as well as in the risk disclosures incorporated by reference from the accompanying base prospectus and related materials. In practical terms, the company is signaling that its Bitcoin treasury strategy may be ambitious, but investors should evaluate it within the broader context of business, market, and capital structure risk.
When KULR adopted Bitcoin as a treasury reserve asset
KULR said it began adopting Bitcoin as its primary treasury reserve asset in December 2024. That timeline is a core part of the story because it shows the ATM program is not an isolated financing event. Instead, it supports a treasury policy the company has already put in place. The offering is therefore better understood as a funding mechanism attached to a defined balance-sheet strategy rather than a one-off speculative decision.
According to the filing, KULR’s approach centers on acquiring and holding Bitcoin using cash flows that exceed working capital requirements. The company also said it may issue equity securities, debt securities, or raise additional capital in other ways to buy more Bitcoin. This language indicates that KULR views BTC not as a side allocation, but as a strategic treasury asset that can shape how it approaches both capital raising and long-term reserve management.
This approach mirrors a broader trend among some public companies that integrate Bitcoin into treasury operations and then use access to capital markets to expand exposure. Even so, KULR did not provide a specific target amount of Bitcoin it wants to hold. That omission is meaningful because it suggests the company wants to preserve flexibility and respond dynamically to changing market conditions rather than commit to a fixed accumulation benchmark.
How KULR may manage, monetize, and finance against its Bitcoin holdings
On page S-2 of the filing, KULR stated that it views its Bitcoin holdings as long-term holdings and expects to continue accumulating Bitcoin. At the same time, the company emphasized that it has not set any specific target for the amount of Bitcoin it seeks to own. Instead, it will continue monitoring market conditions when deciding whether to make additional Bitcoin purchases.
The filing is especially notable because KULR did not describe its Bitcoin strategy as a passive buy-and-hold policy only. The company said it may periodically sell Bitcoin for general corporate purposes or in connection with strategies designed to generate tax benefits in accordance with applicable law. That means the BTC treasury may be used not only as a reserve asset, but also as a tool within broader corporate finance and tax planning decisions.
KULR further stated that it may enter into additional capital raising transactions, including transactions that could be collateralized by its Bitcoin holdings. It also said it may consider pursuing strategies to create income streams or otherwise generate funds using those holdings. Taken together, these statements show that KULR is building a flexible Bitcoin treasury framework: one that includes accumulation, selective liquidation, collateralized financing, and possible income-generating structures tied to BTC on the balance sheet.
Overall, the announcement sends a clear message. KULR is aligning a public-market financing tool with a long-term Bitcoin treasury strategy, while keeping broad optionality around how those Bitcoin holdings may be managed in the future. For investors, the key issues are not only the $300 million headline and the ATM mechanism itself, but also how effectively the company can balance stock issuance, market timing, treasury discipline, and the inherent volatility of Bitcoin as a corporate reserve asset.