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 September 8, 2023, the last reported sale price of our common stock was $0.0300 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.
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