KBLB.OQBKraig Biocraft Laboratories, INC

S-1/A: Kraig Biocraft Labs Files Amendment No. 2 to Form S-1 Registration Statement

Sentiment:

S-1/A Registration Statement Amendment

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Kraig Biocraft Laboratories files a pre-effective amendment to its Form S-1 registration statement, primarily related to exhibits and legal opinions, with no new securities being registered.

Capital raiseThe company is registering for the offer and sale of up to 207,787,193 shares of Class A Common Stock to YA II PN, LTD under a standby equity purchase agreement (SEPA) dated January 21, 2025.The company has entered into multiple securities purchase agreements with Yorkville, involving convertible debentures and warrants with specific terms regarding conversion prices, ownership caps, and security agreements.

Summary

  • Kraig Biocraft Laboratories, Inc. filed a Pre-Effective Amendment No. 2 to its Form S-1 registration statement with the SEC on February 14, 2025.
  • This amendment is primarily an exhibits-only filing, with no additional securities being registered.
  • The filing includes updated exhibits such as the opinion of Wyoming counsel regarding the validity of the Class A Common Stock.
  • The company is registering for the offer and sale of up to 207,787,193 shares of Class A Common Stock to YA II PN, LTD, managed by Yorkville Advisors Global, LP, under a standby equity purchase agreement (SEPA) dated January 21, 2025.
  • The document details previous sales of unregistered securities, including common stock issued for cash, convertible debentures, and services rendered.
  • Yorkville Advisors has been a significant investor through convertible debentures and warrants.
  • The company has entered into multiple securities purchase agreements with Yorkville, involving convertible debentures and warrants with specific terms regarding conversion prices, ownership caps, and security agreements.
  • The company has issued shares of common stock in exchange for the conversion of principal balances on convertible debentures and accrued interest.
  • The company issued a $1,500,000 unsecured convertible note on April 11, 2022, which is due May 11, 2023, bearing interest at 10%.

Sentiment

Score: 4

Explanation: The document is primarily a legal filing related to a registration statement. While it outlines financing activities, the sentiment is neutral as it mainly presents facts and agreements. The reliance on convertible debt and potential dilution temper any positive outlook.

Positives

  • The company has secured funding through various agreements with Yorkville Advisors.
  • The company is actively working to register shares of common stock underlying convertible debentures and warrants.

Negatives

  • The company has issued a significant number of shares of common stock in exchange for debt conversion, potentially diluting existing shareholders.
  • The company has entered into agreements with potentially dilutive features, such as warrants with adjustable exercise prices.

Risks

  • The company's reliance on convertible debentures and warrants for financing could lead to further dilution of existing shareholders.
  • The company's ability to meet its obligations under the convertible notes and securities purchase agreements is subject to its financial performance.
  • The company's secured obligations to Yorkville could limit its financial flexibility.

Future Outlook

The company intends to offer and sell shares of Class A Common Stock to YA II PN, LTD under a standby equity purchase agreement.

Industry Context

This filing is typical for companies seeking to raise capital through the public markets. The use of convertible debentures and warrants is a common financing strategy for smaller companies.

Comparison to Industry Standards

  • The use of convertible debentures with Yorkville Advisors is a financing method often seen with small-cap and micro-cap companies.
  • The terms of the convertible debentures, including the discount to market conversion feature and the ownership cap, are relatively standard for these types of agreements.
  • Compared to larger, more established companies, Kraig Biocraft's reliance on this type of financing indicates a higher risk profile.

Stakeholder Impact

  • Existing shareholders may experience dilution due to the issuance of new shares.
  • The company's employees and customers may be indirectly affected by the company's financial decisions.
  • The company's creditors are impacted by the terms of the convertible debentures and security agreements.

Next Steps

  • The company will proceed with the registration process for the offering of Class A Common Stock.
  • The company will continue to fulfill its obligations under the standby equity purchase agreement with YA II PN, LTD.

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 the Articles of Amendment were filed with the Wyoming Secretary of State.
December 17, 2013Date the 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.
December 11, 2020Date of Warrant issued.
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.
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.
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, 2023Due date of the $1,500,000 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, 2024Quarter Ended Date for Inline XBRL.
January 21, 2025The Company issued 1,081,471 shares of Common Stock to Yorkville in connection with the execution of the SEPA.
January 21, 2025Date of the Standby Equity Purchase Agreement (SEPA) between the Company and YA II PN, Ltd.
February 7, 2025Date of the initial filing of the Registration Statement on Form S-1.
February 14, 2025Date of the filing of Pre-Effective Amendment No. 2 to Form S-1.

Keywords

registration statement, securities, convertible debentures, warrants, Yorkville, common stock, Kraig Biocraft Laboratories, SEPA, financing, dilution

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