KBLB.OQBKraig Biocraft Laboratories, INC

S-1/A: Kraig Biocraft Labs Files Amendment No. 1 to Form S-1 Registration Statement

Sentiment:

S-1/A (Pre-Effective Amendment to Registration Statement)

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Kraig Biocraft Laboratories files an amendment to its Form S-1 registration statement related to a proposed offering of Class A Common Stock.

Capital raiseThe registration statement relates to the offer and sale of up to 207,787,193 shares of Class A Common Stock to YA II PN, LTD (Yorkville) pursuant to the SEPA dated January 21, 2025.The company may issue and sell shares to Yorkville from time to time, at its discretion, under the SEPA.

Summary

  • Kraig Biocraft Laboratories, Inc. filed Pre-Effective Amendment No. 1 to its Form S-1 registration statement on February 13, 2025.
  • The amendment is primarily an exhibits-only filing, with the remainder of the registration statement unchanged.
  • No additional securities are being registered, and all applicable registration fees were previously paid.
  • The document details previous sales of unregistered securities, including common stock issuances and convertible debenture transactions with Yorkville Advisors.
  • The company issued 1,479,728 shares of Common Stock in exchange for $88,783.68 on March 2, 2021.
  • Between April 23, 2021, and December 20, 2021, the Company issued 64,671,915 shares of Common Stock in exchange for conversion of $4,250,000 of principal balance on a convertible debenture and $211,930 of accrued interest.
  • On January 21, 2025, 1,081,471 shares of Common Stock were issued to Yorkville in connection with the execution of a Standby Equity Purchase Agreement (SEPA).
  • The registration statement relates to the offer and sale of up to 207,787,193 shares of Class A Common Stock to YA II PN, LTD (Yorkville) pursuant to the SEPA dated January 21, 2025.
  • Legal counsel provides an opinion that the shares of Class A Common Stock, when issued in accordance with the terms of the SEPA, will be validly issued, fully paid, and non-assessable.

Sentiment

Score: 4

Explanation: The document is primarily a legal filing, so the sentiment is neutral. However, the reliance on potentially dilutive financing methods and the significant number of shares being registered suggest some financial challenges.

Positives

  • The legal opinion provided by Wyoming counsel confirms the validity of the Class A Common Stock to be issued under the SEPA.
  • The company has secured a Standby Equity Purchase Agreement (SEPA) with Yorkville, providing potential access to capital.

Negatives

  • The document highlights a history of issuing a significant number of shares for debt conversion, which could dilute existing shareholders.
  • The company has entered into multiple securities purchase agreements with Yorkville, involving convertible debentures and warrants, which may indicate a reliance on potentially dilutive financing methods.

Risks

  • Future issuances of common stock under the SEPA could dilute existing shareholders' ownership.
  • The company's reliance on convertible debentures and warrants for financing may indicate difficulty in securing traditional financing.
  • The legal opinion is limited to Wyoming law and makes several assumptions about the company's compliance with other applicable laws.
  • The company's obligations to Yorkville are secured by all assets of the company and its subsidiaries, which could limit financial flexibility.

Future Outlook

The company intends to offer and sell shares of Class A Common Stock to Yorkville Advisors under the Standby Equity Purchase Agreement (SEPA).

Industry Context

Standby Equity Purchase Agreements (SEPAs) are a financing mechanism used by companies to secure access to capital, often when traditional financing options are limited; the use of SEPAs and convertible debentures is common among smaller reporting companies seeking growth capital.

Comparison to Industry Standards

  • The use of convertible debentures and warrants is a relatively common financing strategy for small-cap and micro-cap companies, such as Kraig Biocraft Laboratories, seeking capital.
  • Similar companies in the biotechnology or materials science sectors might also utilize SEPAs or similar agreements to fund research and development or commercialization efforts.
  • However, the extent of dilution and the terms of the agreements (e.g., conversion rates, warrant exercise prices) should be compared to industry benchmarks to assess the favorability of the terms for the company and its shareholders.

Stakeholder Impact

  • Existing shareholders may experience dilution if the company issues a significant number of shares under the SEPA.
  • The SEPA provides the company with potential access to capital, which could benefit the company's operations and growth.
  • The company's obligations to Yorkville are secured by its assets, which could impact its financial flexibility.

Next Steps

  • The company will proceed with the registration process for the offering of Class A Common Stock.
  • The company may offer and sell shares to Yorkville under the SEPA as needed.

Key Dates

DateDescription
April 26, 2006Date of the Founders Stock Purchase and Intellectual Property Transfer Agreement.
November 10, 2010Date of the Employment Agreement between Kraig Biocraft Laboratories, Inc., and Kim Thompson.
October 28, 2011Date of the License Agreement between the Company and University of Notre Dame du Lac.
June 6, 2012Date of the Intellectual Property / Collaborative Research Agreement between the Company and University of Notre Dame du Lac.
November 15, 2013Date Articles of Amendment were filed with the Wyoming Secretary of State.
December 17, 2013Date Articles of Amendment were filed with the Wyoming Secretary of State.
January 19, 2015Date of the Employment Agreement between the Company and Mr. Jonathan R. Rice.
March 4, 2015Date of the Intellectual Property and Collaborative Research Agreements between the Company and University of Notre Dame du Lac.
March 2, 2021The Company issued 1,479,728 shares of Common Stock in exchange for $88,783.68.
March 25, 2021The Company entered into a securities purchase agreement with Yorkville for $4,000,000 in secured convertible debentures.
April 6, 2021The Company issued the 2021 Second Convertible Debenture to Yorkville in the amount of $500,000.
April 22, 2021The Company issued the 2021 Third Convertible Debenture to Yorkville in the amount of $3,000,000.
April 23, 2021Start date for the period in which the Company issued 64,671,915 shares of Common Stock in exchange for conversion of $4,250,000 of principal balance on a convertible debenture and $211,930 of accrued interest.
May 4, 2021The Company issued 1,479,728 shares of Common stock in connection with the exercise of 1,479,728 warrants for $88,784.
September 3, 2021The Company issued 3,000,000 shares of its common stock for services rendered, with a fair value of $242,100.
December 20, 2021End date for the period in which the Company issued 64,671,915 shares of Common Stock in exchange for conversion of $4,250,000 of principal balance on a convertible debenture and $211,930 of accrued interest.
January 18, 2022The Company entered into another securities purchase agreement with Yorkville for $3,000,000 in secured convertible debentures.
January 21, 2022The Company issued 3,935,417 shares of Common Stock in exchange for conversion of $250,000 of principle balance on a convertible debenture and $2,260.27 of accrued interest.
January 31, 2022The Company issued 4,569,059 shares of Common Stock in exchange for conversion of $250,000 of principle balance on a convertible debenture and $42,876.71 of accrued interest.
February 16, 2022The Company issued 3,924,443 shares of Common Stock in exchange for conversion of $250,000 of principle balance on a convertible debenture and $1,164 of accrued interest.
April 11, 2022The Company issued a $1,500,000, thirteen-month (13), unsecured, convertible note.
April 14, 2022The Company issued 2,358,380 shares of Common Stock in exchange for conversion of $150,000 of principle balance on a convertible debenture and $1,644 of accrued interest.
April 29, 2022The Company issued 4,373,417 shares of Common Stock in exchange for conversion of $250,000 of principle balance on a convertible debenture and $5,918 of accrued interest.
May 17, 2022The Company issued 3,628,325 shares of Common Stock in exchange for conversion of $200,000 of principle balance on a convertible debenture and $5,726 of accrued interest.
June 6, 2022The Company issued 3,549,793 shares of Common Stock in exchange for conversion of $200,000 of principle balance on a convertible debenture and $5,178 of accrued interest.
June 14, 2022The Company issued 2,902,922 shares of Common Stock in exchange for conversion of $100,000 of principle balance on a convertible debenture and $60,822 of accrued interest.
June 21, 2022The Company issued 3,393,979 shares of Common Stock in exchange for conversion of $150,000 of principle balance on a convertible debenture and $3,068 of accrued interest.
June 30, 2022The Company issued 3,401,877 shares of Common Stock in exchange for conversion of $150,000 of principle balance on a convertible debenture and $3,425 of accrued interest.
July 19, 2022The Company issued 4,364,987 shares of Common Stock in exchange for conversion of $200,000 of principle balance on a convertible debenture and $6,027 of accrued interest.
August 18, 2022The Company issued 4,325,913 shares of Common Stock in exchange for conversion of $200,000 of principle balance on a convertible debenture and $7,644 of accrued interest.
September 8, 2022The Company issued 3,396,898 shares of Common Stock in exchange for conversion of $150,000 of principle balance on a convertible debenture and $4,219 of accrued interest.
September 26, 2022The Company issued 3,605,259 shares of Common Stock in exchange for conversion of $150,000 of principle balance on a convertible debenture and $2,863 of accrued interest.
October 11, 2022The Company issued 2,907,240 shares of Common Stock in exchange for conversion of $100,000 of principle balance on a convertible debenture and $1,753 of accrued interest.
October 18, 2022The Company issued 4,782,778 shares of Common Stock in exchange for conversion of $150,000 of principle balance on a convertible debenture and $658 of accrued interest.
October 26, 2022The Company issued 5,487,951 shares of Common Stock in exchange for conversion of $150,000 of principle balance on a convertible debenture and $370 of accrued interest.
October 31, 2022The Company issued 6,510,348 shares of Common Stock in exchange for conversion of $150,000 of principle balance on a convertible debenture and $28,384 of accrued interest.
November 1, 2022The Company issued 9,236,212 shares of Common Stock in exchange for conversion of $250,000 of principle balance on a convertible debenture and $301 of accrued interest.
November 14, 2022The Company issued 5,974,335 shares of Common Stock in exchange for conversion of $150,000 of principle balance on a convertible debenture and $1,151 of accrued interest.
November 17, 2022The Company issued 5,935,360 shares of Common Stock in exchange for conversion of $150,000 of principle balance on a convertible debenture and $164 of accrued interest.
February 16, 2023The Company issued 2,434,211 shares of Common Stock in exchange for the cashless exercise of 2,500,000 warrants.
May 11, 2023Maturity date of the $1,500,000, thirteen-month (13), unsecured, convertible note issued on April 11, 2022.
December 26, 2023The Company issued 5,000,000 shares of its class A common stock for services with a fair value of $225,000.
March 26, 2024The Company issued one share of Series A preferred stock to Mr. Kim Thompson, the Company's CEO, and founder for $20,000, in the form of debt cancellation by Mr. Thompson.
September 30, 2024Date of Inline XBRL for the Quarter Ended September 30, 2024.
January 21, 2025The Company issued 1,081,471 shares of Common Stock to Yorkville in connection with the execution of the SEPA as partial consideration for its commitment to enter into the SEPA; Date of the Standby Equity Purchase Agreement (SEPA) between the Company and YA II PN, Ltd.
February 7, 2025Initial filing date of the Registration Statement on Form S-1.
February 13, 2025Filing date of Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1.

Keywords

Registration Statement, Common Stock, Convertible Debentures, Warrants, Yorkville Advisors, Securities Purchase Agreement, SEPA, Standby Equity Purchase Agreement, Kraig Biocraft Laboratories, Unregistered Securities

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