UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~January 121, ~~2024~~2025

KRAIG BIOCRAFT LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

Wyoming

333-146316

83-0458707

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2723 South State St. Suite 150

Ann Arbor, Michigan 48104 (Address of principal executive offices, including Zip Code)

(Address of principal executive offices, including Zip Code)

(734) 619-8066

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		-		-

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (?230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3 1.~~02.~~01 ~~Unregistered~~Entry ~~Sales~~into ofa ~~Equity~~Material ~~Securities~~Definitive Agreement.

OnEntry ~~March~~into ~~26,~~Standby ~~2024,~~Equity ~~the~~Purchase Company issued one share of Series A preferred stock to Mr. Kim Thompson, the Company’s CEO and founder. In consideration of the share of Series A preferred stock, Mr. Thompson paid twenty thousand dollars ($20,000), in the form of debt cancellation.Agreement

~~This~~On ~~Current~~January ~~Report~~21, on2025, ~~Form~~Kraig ~~8-K~~Biocraft isLaboratories, ~~not an offer to sell or the solicitation of an offer to buy the securities described herein~~Inc., ~~Such~~a ~~disclosure does~~Wyoming ~~not~~corporation ~~constitute~~(“Kraig anBiocraft ~~offer~~Laboratories” ~~to sell,~~ or the ~~solicitation~~“Company”) ofentered aninto ~~offer~~a toStandby ~~buy~~Equity ~~nor~~Purchase ~~shall~~Agreement ~~there be any sales of~~ (the ~~Company’s~~“SEPA”) ~~securities~~with inYA ~~any~~II ~~state in which such offer~~PN, ~~solicitation or sale would be unlawful~~LTD., ~~The~~a ~~securities~~Cayman ~~mentioned~~Islands ~~herein~~exempt ~~have~~limited ~~not~~company ~~been registered under~~ (the ~~United~~“Investor”). ~~States~~Capitalized ~~Securities~~terms ~~Act~~used ~~of 1933~~herein, ~~as amended, and may~~ but not beotherwise ~~offered~~defined, orhave ~~sold in~~ the ~~United~~meaning ~~States~~ascribed ~~absent~~to ~~registration~~such orterms anin ~~applicable exemption from~~ the ~~registration~~SEPA, ~~requirements~~a ~~under~~copy ~~the~~of ~~Securities~~which ~~Act~~is ~~and~~filed ~~applicable~~herewith ~~state~~as ~~securities~~Exhibit ~~laws~~10.1.

~~The~~Pursuant ~~issuance~~to ofthe SEPA, the ~~share~~Company ~~was~~has ~~made~~the inright ~~reliance~~to onsell to the ~~exemption~~Investor ~~afforded~~up byto ~~Section~~$10 ~~4(a)(2)~~million of ~~the~~its ~~Securities~~shares ~~Act~~of ~~and~~common ~~Rule~~stock, ~~506~~subject ofto ~~Regulation~~certain limitations Dand ~~under~~conditions ~~the~~set ~~Securities~~forth ~~Act~~in ~~and~~the ~~corresponding~~SEPA, ~~provisions~~from oftime ~~state~~to ~~securities~~time orduring ~~“blue~~the ~~sky”~~term ~~laws~~of the SEPA. ~~None~~Sales of the ~~Securities~~shares ~~have been~~of ~~registered~~common ~~under~~stock to the ~~Securities~~Investor under ~~Act~~the orSEPA, ~~any~~and ~~state~~the ~~securities~~timing ~~laws~~of ~~and~~any ~~may~~such ~~not~~sales, beare ~~offered~~at orthe ~~sold~~Company’s inoption, and the ~~United~~Company ~~States~~is ~~absent~~under ~~registration with~~no ~~the~~obligation ~~SEC~~to orsell anany shares ~~applicable~~of ~~exemption~~common ~~from~~stock to the ~~registration~~Investor ~~requirements.~~under ~~The~~the ~~sale~~SEPA ofexcept ~~the~~in ~~Securities~~connection ~~did~~with ~~not~~notices ~~involve~~that amay ~~public~~be ~~offering and~~submitted ~~was~~by ~~made~~the ~~without~~Investor, ~~general~~in ~~solicitation~~certain circumstances oras ~~general~~described ~~advertising~~below.

Upon the satisfaction of the conditions to the Investor’s purchase obligation set forth in the SEPA, including having a registration statement registering the resale of the shares of common stock issuable under the SEPA declared effective by the SEC, the Company will have the right, but not the obligation, from time to time at its discretion until the SEPA is terminated to direct the Investor to purchase a specified number of shares of common stock (“Advance”) by delivering written notice to the Investor (“Advance Notice”). While there is no mandatory minimum amount for any Advance, it may not exceed an amount equal to 100% of the average of the daily traded amount during the five consecutive trading days immediately preceding an Advance Notice.

In addition to the satisfaction of the conditions, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any common stock under the SEPA which, when aggregated with all other common stock beneficially owned by the Investor and its affiliates, would result in the beneficial ownership by the Investor and its affiliates (on an aggregated basis) of a number of shares of common stock exceeding 4.99% of the then outstanding voting power or number of common shares. In addition, in no event shall an Advance exceed the number of common shares registered in respect of the transactions contemplated hereby under the registration statement then in effect.

The Company shall pay the Investor a structuring fee in an amount of $25,000, of which $10,000 has been paid, and $15,000 shall be paid on the earlier of (a) the Closing of the first Advance, or (b) the termination of the SEPA. Additionally, within three days of signing the SEPA (the “Effective Date”), the Company shall pay a commitment fee in an amount equal to 1.00% of the Commitment Amount (the “Commitment Fee”) consisting of such number of Common Shares that is equal to the Commitment Fee divided by the average of the daily VWAPs of the Common Shares during the 3 Trading Days immediately prior to the Effective Date (the “Commitment Shares”). The Commitment Shares issuable hereunder shall be included on the initial Registration Statement.

The SEPA will automatically terminate on the earliest to occur of (i) 36-month anniversary of the Effective Date or (ii) the date on which the Investor shall have made payment of Advances pursuant to the SEPA for shares of common stock equal to the Commitment Amount. The Company has the right to terminate the SEPA at no cost or penalty upon five (5) trading days’ prior written notice to the Investor, provided that there are no outstanding Advance Notices for which shares of common stock need to be issued. Neither the Company nor the Investor may assign or transfer their respective rights and obligations under the SEPA, and no provision of the SEPA may be modified or waived other than by an instrument in writing signed by both parties.

The SEPA contains customary representations, warranties, conditions, and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

The net proceeds received by the Company under the SEPA will depend on the frequency and prices at which the Company sells its shares of common stock to the Investor. The Company expects that any proceeds received from such sales to the Investor will be used for working capital and general corporate purposes.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K relating to the issuance of shares of common stock to the Investor pursuant to the SEPA, including any shares to be issued in connection with an Advance Notice or the Commitment Fee is incorporated by reference herein in its entirety. The offer and sale of shares of common stock pursuant to the SEPA was and will be made in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 7.01 Regulation FD Disclosure.

On January 21, 2025, the Company issued press release announcing its entry into the SEPA. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 7.01.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Standby Equity Purchase Agreement dated as of January 21, 2025, by and between the Company and YA II PN, LTD.
99.1		Press Release, dated January 21, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~April~~January 121, ~~2024~~2025

	KRAIG BIOCRAFT LABORATORIES, INC.

	By:	/s/ Kim Thompson
		Kim Thompson
		Chief Executive Officer, Chief Financial Officer and Director

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