[10-Q] Nuburu, Inc. Quarterly Earnings Report
Nuburu, Inc. reported substantial non-cash impairments and financing activity in the quarter. Management wrote inventory to a net realizable value of $0, fully impaired property and equipment at a leased location, and fully impaired the related operating lease right-of-use asset, recording those losses in the condensed consolidated statement of operations for the six months ended June 30, 2025. The company recorded certain financial instruments at fair value using Level 3 inputs and determined its Public Warrants had no value as of June 30, 2025. The NYSE American notified the company that it was not in compliance with continued listing standards, although trading remains ongoing under the symbol BURU with a noncompliance designation. The company completed multiple convertible note financings and other capital infusions (including Indigo Capital, Brick Lane, Bomore, Diagonal, Boot and others) with varying terms, conversion prices tied to VWAP metrics, and several high-cost notes (for example, an Agile Note bearing 44% interest). The company entered a SEPA commitment providing access to up to $100 million of Common Stock sales and issued 1,332,623 commitment-fee shares during Q2 2025. Significant preferred stock remeasurement increased a mandatorily redeemable liability to $23,889,050, generating a $10,398,050 adjustment to net loss available to common shareholders for the six months ended June 30, 2025.
Nuburu, Inc. ha registrato rilevanti svalutazioni non monetarie e attivit脿 di finanziamento nel trimestre. La direzione ha valutato le rimanenze al valore netto realizzabile di $0, ha completamente svalutato immobilizzazioni materiali in un sito in locazione e ha interamente svalutato il relativo diritto d'uso del leasing operativo, imputando tali perdite nel conto economico consolidato abbreviato per i sei mesi chiusi al 30 giugno 2025. La societ脿 ha valutato alcuni strumenti finanziari al fair value utilizzando input di Livello 3 e ha determinato che le sue Public Warrants non avevano valore al 30 giugno 2025. La NYSE American ha notificato alla societ脿 il mancato rispetto dei requisiti di quotazione continuativa, sebbene la negoziazione prosegua con il simbolo BURU con una designazione di non conformit脿. La societ脿 ha completato pi霉 finanziamenti mediante note convertibili e altri apporti di capitale (inclusi Indigo Capital, Brick Lane, Bomore, Diagonal, Boot e altri) con termini variabili, prezzi di conversione legati a metriche VWAP e diverse note ad alto costo (per esempio, una Agile Note con interesse del 44%). La societ脿 ha sottoscritto un impegno SEPA che prevede accesso fino a $100 milioni di vendite di azioni ordinarie e ha emesso 1,332,623 azioni come commissione d'impegno nel secondo trimestre 2025. Una rilevante ricalibrazione del valore delle azioni privilegiate ha aumentato una passivit脿 a rimborso obbligatorio a $23,889,050, generando un rettifica di $10,398,050 alla perdita netta attribuibile agli azionisti comuni per i sei mesi chiusi al 30 giugno 2025.
Nuburu, Inc. inform贸 importantes deterioros no monetarios y actividad de financiaci贸n en el trimestre. La gerencia valor贸 el inventario a un valor neto realizable de $0, deterior贸 por completo propiedades y equipos en una ubicaci贸n arrendada y tambi茅n el activo por derecho de uso del arrendamiento operativo relacionado, registrando esas p茅rdidas en el estado consolidado abreviado de resultados para los seis meses terminados el 30 de junio de 2025. La compa帽铆a registr贸 ciertos instrumentos financieros a valor razonable usando insumos de Nivel 3 y determin贸 que sus Public Warrants no ten铆an valor al 30 de junio de 2025. La NYSE American notific贸 a la compa帽铆a que no cumpl铆a con los est谩ndares de cotizaci贸n continuada, aunque las negociaciones contin煤an bajo el s铆mbolo BURU con una designaci贸n de incumplimiento. La empresa complet贸 m煤ltiples financiamientos mediante pagar茅s convertibles y otras inyecciones de capital (incluidos Indigo Capital, Brick Lane, Bomore, Diagonal, Boot y otros) con t茅rminos diversos, precios de conversi贸n vinculados a m茅tricas VWAP y varias notas de alto costo (por ejemplo, una Agile Note con inter茅s del 44%). La compa帽铆a suscribi贸 un compromiso SEPA que proporciona acceso hasta $100 millones en ventas de acciones ordinarias y emiti贸 1,332,623 acciones como comisi贸n de compromiso durante el 2T de 2025. Una revaluaci贸n significativa de las acciones preferentes increment贸 un pasivo redimible obligatoriamente a $23,889,050, produciendo un ajuste de $10,398,050 a la p茅rdida neta disponible para accionistas comunes por los seis meses terminados el 30 de junio de 2025.
Nuburu, Inc.電� 攵勱赴 霃欖晥 靸侂嫻頃� 牍勴槃旮� 靻愳儊 氚� 鞛愱笀 臁半嫭 頇滊彊鞚� 氤搓碃頄堨姷雼堧嫟. 瓴届榿歆勳潃 鞛碃毳� $0鞚� 靾滌嫟順勱皜電リ皜旃橂 韽夑皜鞝堩晿頄堦碃, 鞛勲寑 鞙勳箻鞚� 鞙犿槙鞛愳偘瓿� 甏�霠� 鞖挫榿鞛勲寑 靷毄甓� 鞛愳偘鞚� 鞝勳暋 靻愳儊 觳橂Μ頃橃棳 2025雲� 6鞗� 30鞚茧 雭濍倶電� 6臧滌洈臧勳潣 鞖旍暯 鞐瓣舶靻愳澋瓿勳偘靹滌棎 頃措嫻 靻愳嫟鞚� 氚橃榿頄堨姷雼堧嫟. 須岇偓電� 韸轨爼 旮堨湹靸來拡鞚� 霠堧波 3 鞛呺牓臧掛溂搿� 瓿奠爼臧�旃� 韽夑皜頄堨溂氅�, 2025雲� 6鞗� 30鞚� 旮办 瓿店皽鞗岆煱韸�(Public Warrants)鞚� 臧�旃橁皜 鞐嗢潓鞚� 瓴办爼頄堨姷雼堧嫟. NYSE American鞚� 須岇偓鞐� 靸侅灔 鞙犾 旮办鞚� 於╈”頃橃 氇豁暅雼り碃 韱奠頄堨溂雮�, BURU 旮绊樃搿� 瓯半灅電� 瓿勳啀霅橂┌ 牍勳靾� 響滌嫓臧� 攵欖柎 鞛堨姷雼堧嫟. 須岇偓電� 鞐煬 瓯挫潣 鞝勴櫂靷眲 氚╈嫕 鞛愱笀臁半嫭 氚� 旮绊儉 鞛愲掣 韴瀰(Indigo Capital, Brick Lane, Bomore, Diagonal, Boot 霌� 韽暔)鞚� 鞕勲頄堨溂氅�, 臁瓣贝鞚� 雼れ枒頃橁碃 鞝勴櫂臧�瓴╈潃 VWAP 歆�響滌棎 鞐半彊霅橃棃鞙茧┌, 鞐煬 瓿犽箘鞖� 毂勱秾(鞓�: 鞐办澊鞙� 44%鞚� Agile Note)霃� 鞛堨棃鞀惦媹雼�. 須岇偓電� 氤错喌欤� 毵り皝鞚� 鞙勴暅 斓滊寑 $100 million旯岇 鞝戧芳頃� 靾� 鞛堧姅 SEPA 鞎届爼鞚� 觳搓舶頄堦碃, 2025雲� 2攵勱赴鞐� 鞎届爼 靾橃垬耄岆 1,332,623欤茧ゼ 氚滍枆頄堨姷雼堧嫟. 鞖办劆欤� 鞛弶臧�搿� 鞚橂靸來櫂 攵�毂勱皜 $23,889,050搿� 歃濌皜頃橃棳 2025雲� 6鞗� 30鞚茧 雭濍倶電� 6臧滌洈臧� 氤错喌欤检＜鞐愱矊 攴�靻嶋悩電� 靾滌啇鞁れ棎 雽�頃� $10,398,050鞚� 臁办爼鞚� 氚滌儩頄堨姷雼堧嫟.
Nuburu, Inc. a d茅clar茅 d鈥檌mportantes d茅pr茅ciations non mon茅taires et des op茅rations de financement au cours du trimestre. La direction a port茅 les stocks 脿 une valeur nette r茅alisable de $0, a enti猫rement d茅pr茅ci茅 des immobilisations corporelles sur un site lou茅 ainsi que l'actif li茅 au droit d鈥檜sage du bail op茅rationnel correspondant, enregistrant ces pertes dans l'茅tat condens茅 consolid茅 des r茅sultats pour les six mois clos le 30 juin 2025. La soci茅t茅 a 茅valu茅 certains instruments financiers 脿 la juste valeur en utilisant des entr茅es de niveau 3 et a d茅termin茅 que ses Public Warrants n鈥檃vaient aucune valeur au 30 juin 2025. La NYSE American a inform茅 la soci茅t茅 qu鈥檈lle ne respectait pas les normes de maintien de la cotation, bien que les transactions se poursuivent sous le symbole BURU avec une mention de non-conformit茅. La soci茅t茅 a proc茅d茅 脿 plusieurs financements par billets convertibles et autres apports de capitaux (y compris Indigo Capital, Brick Lane, Bomore, Diagonal, Boot et d鈥檃utres) avec des conditions variables, des prix de conversion index茅s sur des m茅triques VWAP, et plusieurs billets co没teux (par exemple une Agile Note portant un int茅r锚t de 44%). La soci茅t茅 a conclu un engagement SEPA offrant un acc猫s jusqu鈥櫭� $100 million de ventes d鈥檃ctions ordinaires et a 茅mis 1,332,623 actions en frais d鈥檈ngagement au T2 2025. Une r茅茅valuation significative des actions privil茅gi茅es a port茅 un passif remboursable de plein droit 脿 $23,889,050, entra卯nant un ajustement de $10,398,050 de la perte nette attribuable aux actionnaires ordinaires pour les six mois clos le 30 juin 2025.
Nuburu, Inc. meldete im Quartal erhebliche nicht zahlungswirksame Wertminderungen und Finanzierungsaktivit盲ten. Das Management setzte Vorr盲te auf einen erzielbaren Nettowert von $0 herab, wertete Sachanlagen an einem gemieteten Standort vollst盲ndig ab und wertete den zugeh枚rigen Nutzungsrecht-verm枚genswert des operativen Leasingverh盲ltnisses vollst盲ndig ab; diese Verluste wurden in der verk眉rzten konsolidierten Gewinn- und Verlustrechnung f眉r die sechs Monate zum 30. Juni 2025 erfasst. Das Unternehmen bewertete bestimmte Finanzinstrumente zum beizulegenden Zeitwert unter Verwendung von Level-3-Eingaben und stellte fest, dass seine Public Warrants zum 30. Juni 2025 keinen Wert hatten. Die NYSE American informierte das Unternehmen 眉ber die Nichteinhaltung der fortlaufenden Notierungsstandards, obwohl der Handel unter dem Symbol BURU mit einer Nichtkonformit盲tskennzeichnung fortgesetzt wird. Das Unternehmen schloss mehrere Wandelanleihe-Finanzierungen und andere Kapitalzuf眉hrungen ab (einschlie脽lich Indigo Capital, Brick Lane, Bomore, Diagonal, Boot und andere) mit unterschiedlichen Bedingungen, Umwandlungspreisen, die an VWAP-Kennzahlen gekoppelt sind, sowie mehreren kostenintensiven Anleihen (z. B. eine Agile Note mit 44% Zinsen). Das Unternehmen ging eine SEPA-Vereinbarung ein, die Zugang zu bis zu $100 million aus dem Verkauf von Stammaktien gew盲hrt, und gab im 2. Quartal 2025 1,332,623 Aktien als Commitment-Geb眉hr aus. Eine bedeutende Neubewertung von Vorzugsaktien erh枚hte eine zwingend r眉ckzahlbare Verbindlichkeit auf $23,889,050, was eine Anpassung von $10,398,050 der auf Stammaktion盲re entfallenden Nettoverluste f眉r die sechs Monate zum 30. Juni 2025 zur Folge hatte.
- SEPA commitment provides access to up to $100 million of Common Stock sales, giving the company a potential capital source
- Capital infusions were completed from multiple investors (Indigo Capital, Brick Lane, Bomore, Diagonal, Boot and others), supplying near-term liquidity
- Issued 1,332,623 shares as 50% of the SEPA commitment fee during Q2 2025, with the remaining shares issued July 15, 2025, evidencing execution of financing arrangements
- Inventory written down to $0 and property, equipment, and lease right-of-use asset fully impaired for the leased location, recorded as losses for the six months ended June 30, 2025
- Public Warrants held no value as of June 30, 2025 following NYSE American action to suspend trading and commence delisting proceedings
- Notice of noncompliance from NYSE American regarding continued listing standards, with the common stock trading under a noncompliance designation
- High-cost indebtedness including an Agile Note bearing 44% interest and other convertible notes with aggressive conversion discounts and warrant coverage, increasing dilution and cash strain
- Preferred stock remeasurement resulted in a mandatorily redeemable liability of $23,889,050 and a $10,398,050 adjustment to net loss available to common shareholders for the six months ended June 30, 2025
Insights
TL;DR: Significant impairments, liquidity-driven high-cost financings, and NYSE noncompliance create material near-term downside risk.
The company recorded a full write-down of inventory and leased assets at a former operating location, indicating loss of operational capacity at that site. Public Warrants were valued at zero and the NYSE American issued a notice of noncompliance, which could constrain access to capital and market liquidity. Financing activity is extensive: multiple convertible notes, some bearing onerous rates (e.g., Agile Note at 44%), and complex conversion mechanics tied to VWAP and share caps. The SEPA commitment provides potential access to up to $100 million of Common Stock, and capital was raised via several convertible notes and exchanges, but many instruments include dilution caps and issuance limits (19.9%). Overall, the cash and capital structure appear stressed, with heavy reliance on convertible financings and equity-linked commitments.
TL;DR: Governance and capital structure complexity raise shareholder dilution and listing-risk concerns.
The filing discloses numerous related-party and affiliate transactions, convertible debt exchanges, and equity issuance mechanics (pre-funded warrants, SEPA shares, limited share caps). Preferred stock was remeasured to a mandatory redemption value, materially affecting reported loss available to common shareholders. The company increased authorized shares to 950 million, suggesting preparation for significant future issuances. Limitations on holdings (e.g., 19.99% caps, 4.99% settlement cap for Silverback) and NYSE conditional approvals create operational constraints. These features increase governance and dilution complexity that investors should note, particularly as many financings require future approvals or trading-level triggers.
Nuburu, Inc. ha registrato rilevanti svalutazioni non monetarie e attivit脿 di finanziamento nel trimestre. La direzione ha valutato le rimanenze al valore netto realizzabile di $0, ha completamente svalutato immobilizzazioni materiali in un sito in locazione e ha interamente svalutato il relativo diritto d'uso del leasing operativo, imputando tali perdite nel conto economico consolidato abbreviato per i sei mesi chiusi al 30 giugno 2025. La societ脿 ha valutato alcuni strumenti finanziari al fair value utilizzando input di Livello 3 e ha determinato che le sue Public Warrants non avevano valore al 30 giugno 2025. La NYSE American ha notificato alla societ脿 il mancato rispetto dei requisiti di quotazione continuativa, sebbene la negoziazione prosegua con il simbolo BURU con una designazione di non conformit脿. La societ脿 ha completato pi霉 finanziamenti mediante note convertibili e altri apporti di capitale (inclusi Indigo Capital, Brick Lane, Bomore, Diagonal, Boot e altri) con termini variabili, prezzi di conversione legati a metriche VWAP e diverse note ad alto costo (per esempio, una Agile Note con interesse del 44%). La societ脿 ha sottoscritto un impegno SEPA che prevede accesso fino a $100 milioni di vendite di azioni ordinarie e ha emesso 1,332,623 azioni come commissione d'impegno nel secondo trimestre 2025. Una rilevante ricalibrazione del valore delle azioni privilegiate ha aumentato una passivit脿 a rimborso obbligatorio a $23,889,050, generando un rettifica di $10,398,050 alla perdita netta attribuibile agli azionisti comuni per i sei mesi chiusi al 30 giugno 2025.
Nuburu, Inc. inform贸 importantes deterioros no monetarios y actividad de financiaci贸n en el trimestre. La gerencia valor贸 el inventario a un valor neto realizable de $0, deterior贸 por completo propiedades y equipos en una ubicaci贸n arrendada y tambi茅n el activo por derecho de uso del arrendamiento operativo relacionado, registrando esas p茅rdidas en el estado consolidado abreviado de resultados para los seis meses terminados el 30 de junio de 2025. La compa帽铆a registr贸 ciertos instrumentos financieros a valor razonable usando insumos de Nivel 3 y determin贸 que sus Public Warrants no ten铆an valor al 30 de junio de 2025. La NYSE American notific贸 a la compa帽铆a que no cumpl铆a con los est谩ndares de cotizaci贸n continuada, aunque las negociaciones contin煤an bajo el s铆mbolo BURU con una designaci贸n de incumplimiento. La empresa complet贸 m煤ltiples financiamientos mediante pagar茅s convertibles y otras inyecciones de capital (incluidos Indigo Capital, Brick Lane, Bomore, Diagonal, Boot y otros) con t茅rminos diversos, precios de conversi贸n vinculados a m茅tricas VWAP y varias notas de alto costo (por ejemplo, una Agile Note con inter茅s del 44%). La compa帽铆a suscribi贸 un compromiso SEPA que proporciona acceso hasta $100 millones en ventas de acciones ordinarias y emiti贸 1,332,623 acciones como comisi贸n de compromiso durante el 2T de 2025. Una revaluaci贸n significativa de las acciones preferentes increment贸 un pasivo redimible obligatoriamente a $23,889,050, produciendo un ajuste de $10,398,050 a la p茅rdida neta disponible para accionistas comunes por los seis meses terminados el 30 de junio de 2025.
Nuburu, Inc.電� 攵勱赴 霃欖晥 靸侂嫻頃� 牍勴槃旮� 靻愳儊 氚� 鞛愱笀 臁半嫭 頇滊彊鞚� 氤搓碃頄堨姷雼堧嫟. 瓴届榿歆勳潃 鞛碃毳� $0鞚� 靾滌嫟順勱皜電リ皜旃橂 韽夑皜鞝堩晿頄堦碃, 鞛勲寑 鞙勳箻鞚� 鞙犿槙鞛愳偘瓿� 甏�霠� 鞖挫榿鞛勲寑 靷毄甓� 鞛愳偘鞚� 鞝勳暋 靻愳儊 觳橂Μ頃橃棳 2025雲� 6鞗� 30鞚茧 雭濍倶電� 6臧滌洈臧勳潣 鞖旍暯 鞐瓣舶靻愳澋瓿勳偘靹滌棎 頃措嫻 靻愳嫟鞚� 氚橃榿頄堨姷雼堧嫟. 須岇偓電� 韸轨爼 旮堨湹靸來拡鞚� 霠堧波 3 鞛呺牓臧掛溂搿� 瓿奠爼臧�旃� 韽夑皜頄堨溂氅�, 2025雲� 6鞗� 30鞚� 旮办 瓿店皽鞗岆煱韸�(Public Warrants)鞚� 臧�旃橁皜 鞐嗢潓鞚� 瓴办爼頄堨姷雼堧嫟. NYSE American鞚� 須岇偓鞐� 靸侅灔 鞙犾 旮办鞚� 於╈”頃橃 氇豁暅雼り碃 韱奠頄堨溂雮�, BURU 旮绊樃搿� 瓯半灅電� 瓿勳啀霅橂┌ 牍勳靾� 響滌嫓臧� 攵欖柎 鞛堨姷雼堧嫟. 須岇偓電� 鞐煬 瓯挫潣 鞝勴櫂靷眲 氚╈嫕 鞛愱笀臁半嫭 氚� 旮绊儉 鞛愲掣 韴瀰(Indigo Capital, Brick Lane, Bomore, Diagonal, Boot 霌� 韽暔)鞚� 鞕勲頄堨溂氅�, 臁瓣贝鞚� 雼れ枒頃橁碃 鞝勴櫂臧�瓴╈潃 VWAP 歆�響滌棎 鞐半彊霅橃棃鞙茧┌, 鞐煬 瓿犽箘鞖� 毂勱秾(鞓�: 鞐办澊鞙� 44%鞚� Agile Note)霃� 鞛堨棃鞀惦媹雼�. 須岇偓電� 氤错喌欤� 毵り皝鞚� 鞙勴暅 斓滊寑 $100 million旯岇 鞝戧芳頃� 靾� 鞛堧姅 SEPA 鞎届爼鞚� 觳搓舶頄堦碃, 2025雲� 2攵勱赴鞐� 鞎届爼 靾橃垬耄岆 1,332,623欤茧ゼ 氚滍枆頄堨姷雼堧嫟. 鞖办劆欤� 鞛弶臧�搿� 鞚橂靸來櫂 攵�毂勱皜 $23,889,050搿� 歃濌皜頃橃棳 2025雲� 6鞗� 30鞚茧 雭濍倶電� 6臧滌洈臧� 氤错喌欤检＜鞐愱矊 攴�靻嶋悩電� 靾滌啇鞁れ棎 雽�頃� $10,398,050鞚� 臁办爼鞚� 氚滌儩頄堨姷雼堧嫟.
Nuburu, Inc. a d茅clar茅 d鈥檌mportantes d茅pr茅ciations non mon茅taires et des op茅rations de financement au cours du trimestre. La direction a port茅 les stocks 脿 une valeur nette r茅alisable de $0, a enti猫rement d茅pr茅ci茅 des immobilisations corporelles sur un site lou茅 ainsi que l'actif li茅 au droit d鈥檜sage du bail op茅rationnel correspondant, enregistrant ces pertes dans l'茅tat condens茅 consolid茅 des r茅sultats pour les six mois clos le 30 juin 2025. La soci茅t茅 a 茅valu茅 certains instruments financiers 脿 la juste valeur en utilisant des entr茅es de niveau 3 et a d茅termin茅 que ses Public Warrants n鈥檃vaient aucune valeur au 30 juin 2025. La NYSE American a inform茅 la soci茅t茅 qu鈥檈lle ne respectait pas les normes de maintien de la cotation, bien que les transactions se poursuivent sous le symbole BURU avec une mention de non-conformit茅. La soci茅t茅 a proc茅d茅 脿 plusieurs financements par billets convertibles et autres apports de capitaux (y compris Indigo Capital, Brick Lane, Bomore, Diagonal, Boot et d鈥檃utres) avec des conditions variables, des prix de conversion index茅s sur des m茅triques VWAP, et plusieurs billets co没teux (par exemple une Agile Note portant un int茅r锚t de 44%). La soci茅t茅 a conclu un engagement SEPA offrant un acc猫s jusqu鈥櫭� $100 million de ventes d鈥檃ctions ordinaires et a 茅mis 1,332,623 actions en frais d鈥檈ngagement au T2 2025. Une r茅茅valuation significative des actions privil茅gi茅es a port茅 un passif remboursable de plein droit 脿 $23,889,050, entra卯nant un ajustement de $10,398,050 de la perte nette attribuable aux actionnaires ordinaires pour les six mois clos le 30 juin 2025.
Nuburu, Inc. meldete im Quartal erhebliche nicht zahlungswirksame Wertminderungen und Finanzierungsaktivit盲ten. Das Management setzte Vorr盲te auf einen erzielbaren Nettowert von $0 herab, wertete Sachanlagen an einem gemieteten Standort vollst盲ndig ab und wertete den zugeh枚rigen Nutzungsrecht-verm枚genswert des operativen Leasingverh盲ltnisses vollst盲ndig ab; diese Verluste wurden in der verk眉rzten konsolidierten Gewinn- und Verlustrechnung f眉r die sechs Monate zum 30. Juni 2025 erfasst. Das Unternehmen bewertete bestimmte Finanzinstrumente zum beizulegenden Zeitwert unter Verwendung von Level-3-Eingaben und stellte fest, dass seine Public Warrants zum 30. Juni 2025 keinen Wert hatten. Die NYSE American informierte das Unternehmen 眉ber die Nichteinhaltung der fortlaufenden Notierungsstandards, obwohl der Handel unter dem Symbol BURU mit einer Nichtkonformit盲tskennzeichnung fortgesetzt wird. Das Unternehmen schloss mehrere Wandelanleihe-Finanzierungen und andere Kapitalzuf眉hrungen ab (einschlie脽lich Indigo Capital, Brick Lane, Bomore, Diagonal, Boot und andere) mit unterschiedlichen Bedingungen, Umwandlungspreisen, die an VWAP-Kennzahlen gekoppelt sind, sowie mehreren kostenintensiven Anleihen (z. B. eine Agile Note mit 44% Zinsen). Das Unternehmen ging eine SEPA-Vereinbarung ein, die Zugang zu bis zu $100 million aus dem Verkauf von Stammaktien gew盲hrt, und gab im 2. Quartal 2025 1,332,623 Aktien als Commitment-Geb眉hr aus. Eine bedeutende Neubewertung von Vorzugsaktien erh枚hte eine zwingend r眉ckzahlbare Verbindlichkeit auf $23,889,050, was eine Anpassung von $10,398,050 der auf Stammaktion盲re entfallenden Nettoverluste f眉r die sechs Monate zum 30. Juni 2025 zur Folge hatte.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 13, 2025, the registrant had
Table of Contents
NUBURU, INC.
FORM 10-Q
TABLE OF CONTENTS
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PART I – FINANCIAL INFORMATION |
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Cautionary Note Regarding Forward-Looking Statements |
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Item 1. |
Unaudited Condensed Consolidated Financial Statements |
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Condensed Consolidated Balance Sheets |
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Condensed Consolidated Statements of Operations |
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Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit |
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Condensed Consolidated Statements of Cash Flows |
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Notes to Condensed Consolidated Financial Statements |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
35 |
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Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
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Item 4. |
Controls and Procedures |
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PART II – OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
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Item 1A. |
Risk Factors |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3. |
Defaults Upon Senior Securities |
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Item 4. |
Mine Safety Disclosures |
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Item 5. |
Other Information |
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Item 6. |
Exhibits |
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SIGNATURES |
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Table of Contents
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this "Quarterly Report") contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements involve substantial risk and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about:
Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. The forward-looking statements contained in this Quarterly Report are based on our current expectations and beliefs concerning future developments and their potential effects on our business. There can be no assurance that future developments affecting our business will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors under the heading "Risk Factors" in this Quarterly Report and in our Annual Report on Form 10-K for the year ended December 31, 2024, as amended (our "Annual Report"), as well as the following important factors:
3
Table of Contents
Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
4
Table of Contents
PART I – FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
NUBURU, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
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December 31, |
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(Unaudited) |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
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Deposit on acquisition - related party |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Other assets |
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TOTAL ASSETS |
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LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT |
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Current liabilities |
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Accounts payable |
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Accrued expenses |
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Current portion of operating lease liability |
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Contract liabilities |
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Shareholder advances |
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Current portion of notes payable |
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Convertible note derivative liability |
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Preferred stock liability |
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Total current liabilities |
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SEPA liability |
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Warrant liabilities |
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TOTAL LIABILITIES |
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Commitments and Contingencies (Note 6) |
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Convertible preferred stock, $ |
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Stockholders’ Deficit |
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Common Stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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Total Stockholders’ Deficit |
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TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT |
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The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
5
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NUBURU, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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Three Months Ended |
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Revenue |
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Gross margin |
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Research and development |
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Selling and marketing |
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General and administrative |
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Total operating expenses |
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Loss from operations |
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Non-operating income (loss): |
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Interest income |
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Interest expense |
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Change in fair value of warrant liabilities |
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Change in fair value of derivative liability |
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Change in fair value of convertible note receivable |
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Change in fair value of notes payable |
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Change in fair value of SEPA liability |
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Loss on issuance of notes payable |
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Loss on issuance of SEPA |
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Loss on extinguishment of notes payable |
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SEPA fees and issuance costs |
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Gain on sale of intellectual property intangible assets |
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Loss on impairment of inventories, property and equipment and operating lease right-of-use asset |
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Interest expense recognized on remeasurement of preferred stock liability |
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Other gain (loss), net |
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Loss before provision for income taxes |
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Provision for income taxes |
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Net loss |
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Reclassification of convertible preferred stock from mezzanine equity to liability |
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Deemed dividend in connection with modification of pre-funded warrants |
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Net loss available to common shareholders |
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Net loss per common share, basic and diluted (1) |
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Weighted-average common shares used to compute net loss per common share, basic and diluted (1)(2) |
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The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
6
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NUBURU, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
(UNAUDITED)
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Convertible |
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Common Stock |
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Shares |
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Amount |
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Shares |
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Additional |
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Accumulated |
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Total |
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Balance as of December 31, 2024 |
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$ |
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Reclassification of convertible preferred stock from mezzanine equity to current liabilities |
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|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Issuance of Common Stock to extinguish debt |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Issuance of Common Stock upon exercise of pre-funded warrants |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|||
Contributions from related party |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Deemed dividend in connection with modification of pre-funded warrants |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Reclassification of convertible preferred stock from mezzanine equity to liability |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance as of March 31, 2025 |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Issuance of Common Stock to extinguish debt |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Issuance of Common Stock in connection with the SEPA commitment fee |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Common Stock issued for services |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Issuance of Common Stock from releases of restricted stock units |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Restricted stock units withheld for tax withholdings |
|
|
— |
|
|
|
— |
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance as of June 30, 2025 |
|
|
— |
|
|
$ |
— |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|||
|
|
Convertible |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Shares |
|
|
Amount |
|
|
|
Shares(1) |
|
|
Amount(1) |
|
|
Additional |
|
|
Accumulated |
|
|
Total |
|
|||||||
Balance as of December 31, 2023 |
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|||||
Issuance of Common Stock |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Issuance of Common Stock from releases of restricted stock units |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
||
Restricted stock units withheld for tax withholdings |
|
|
— |
|
|
|
— |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance as of March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||||
Issuance of Common Stock to extinguish debt |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Issuance of Common Stock from releases of restricted stock units |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
||
Restricted stock units withheld for tax withholdings |
|
|
— |
|
|
|
— |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Issuance of pre-funded warrants |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance as of June 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
7
Table of Contents
NUBURU, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
Six Months Ended |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
|
|
|
|
|
||
Cash Flows from Operating Activities: |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
||
Inventory reserve adjustments |
|
|
— |
|
|
|
|
|
Amortization of debt discount |
|
|
— |
|
|
|
|
|
Amortization of deferred financing costs |
|
|
|
|
|
|
||
Debt issuance costs expensed under fair value option |
|
|
|
|
|
— |
|
|
Operating lease right-of-use asset |
|
|
— |
|
|
|
|
|
Change in fair value of warrant liabilities |
|
|
( |
) |
|
|
( |
) |
Change in fair value of derivative liability |
|
|
( |
) |
|
|
— |
|
Change in fair value of convertible note receivable |
|
|
|
|
|
— |
|
|
Change in fair value of notes payable |
|
|
|
|
|
— |
|
|
Change in fair value of SEPA liability |
|
|
|
|
|
— |
|
|
Loss on issuance of notes payable |
|
|
|
|
|
— |
|
|
Loss on issuance of SEPA |
|
|
|
|
|
— |
|
|
Loss on extinguishment of notes payable |
|
|
|
|
|
|
||
SEPA fees and issuance costs |
|
|
|
|
|
— |
|
|
Gain on sale of intellectual property intangible assets |
|
|
( |
) |
|
|
— |
|
Loss on impairment of inventories, property and equipment and operating lease right-of-use asset |
|
|
|
|
|
— |
|
|
Interest expense recognized on remeasurement of preferred stock liability |
|
|
|
|
|
— |
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
— |
|
|
|
|
|
Inventories |
|
|
— |
|
|
|
( |
) |
Prepaid expenses and other current assets |
|
|
( |
) |
|
|
( |
) |
Accounts payable |
|
|
|
|
|
|
||
Accrued expenses |
|
|
|
|
|
|
||
Contract liabilities |
|
|
— |
|
|
|
( |
) |
Operating lease liability |
|
|
( |
) |
|
|
( |
) |
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
Cash Flows from Investing Activities: |
|
|
|
|
|
|
||
Payment for acquisition |
|
|
( |
) |
|
|
— |
|
Payments under convertible note receivable |
|
|
( |
) |
|
|
— |
|
Net cash used in investing activities |
|
|
( |
) |
|
|
— |
|
Cash Flows from Financing Activities: |
|
|
|
|
|
|
||
Proceeds from note borrowings |
|
|
|
|
|
— |
|
|
Repayments of notes payable |
|
|
( |
) |
|
|
— |
|
Payments of notes issuance and SEPA issuance costs |
|
|
( |
) |
|
|
( |
) |
Proceeds received from settlement |
|
|
|
|
|
— |
|
|
Restricted stock units withheld for tax withholdings |
|
|
( |
) |
|
|
( |
) |
Proceeds from issuance of Common Stock |
|
|
— |
|
|
|
|
|
Shareholder advances |
|
|
— |
|
|
|
|
|
Proceeds from the issuance of pre-funded warrants |
|
|
— |
|
|
|
|
|
Net cash provided by financing activities |
|
|
|
|
|
|
||
NET CHANGE IN CASH DURING THE PERIOD |
|
|
( |
) |
|
|
( |
) |
CASH AND CASH EQUIVALENTS ―BEGINNING OF PERIOD |
|
|
|
|
|
|
||
CASH AND CASH EQUIVALENTS ―END OF PERIOD |
|
$ |
|
|
$ |
|
||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
$ |
— |
|
|
Cash paid for income taxes |
|
$ |
— |
|
|
$ |
— |
|
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: |
|
|
|
|
|
|
||
Issuance of Common Stock upon extinguishment or conversion of notes payable |
|
$ |
|
|
$ |
|
||
Issuance of Common Stock in connection with the SEPA commitment fee |
|
$ |
|
|
$ |
— |
|
|
8
Table of Contents
Extinguishment of existing unsecured promissory note and accrued interest through issuance of convertible note |
|
$ |
|
|
$ |
— |
|
|
Transaction costs related to the reverse recapitalization not yet paid |
|
$ |
|
|
$ |
|
||
Shares issued for services included in prepaid expenses and OCA |
|
$ |
|
|
$ |
— |
|
|
Debt issuance costs included in accounts payable and accrued expenses |
|
$ |
|
|
$ |
|
||
Issuance of promissory note for replacement of shareholder advance |
|
$ |
|
|
$ |
— |
|
|
Stock-based compensation expense included in accrued expenses |
|
$ |
|
|
$ |
— |
|
|
Issuance of Common Stock upon exercise of pre-funded warrants |
|
$ |
|
|
$ |
— |
|
|
Deemed dividend in connection with modification of pre-funded warrants |
|
$ |
|
|
$ |
— |
|
|
Transfer of property and equipment from inventory |
|
$ |
— |
|
|
$ |
|
|
Purchase of property and equipment in accounts payable and accrued expenses |
|
$ |
— |
|
|
$ |
|
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
9
Table of Contents
NUBURU, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. BACKGROUND AND ORGANIZATION
Nuburu, Inc. (“Nuburu” or the “Company”) was originally incorporated in Delaware on July 21, 2020 under the name Tailwind Acquisition Corp. (“Tailwind”) as a special purpose acquisition company, formed for the purpose of effecting an initial business combination with one or more target businesses. On September 9, 2020 (the “IPO Closing Date”), the Company consummated its initial public offering (the “IPO”). On January 31, 2023 (the "Closing Date"), the Company consummated a business combination with Nuburu Subsidiary, Inc. f/k/a Nuburu, Inc. (“Legacy Nuburu”), a privately held operating company which merged into the Company's subsidiary Compass Merger Sub, Inc. (the “Business Combination”) and changed its name to “Nuburu, Inc.,” and the Company became the owner, directly or indirectly, of all of the equity interests of Nuburu Subsidiary, Inc. and its subsidiaries.
Throughout the notes to the condensed consolidated financial statements, unless otherwise noted, the “Company,” “we,” “us” or “our” and similar terms refer to Legacy Nuburu prior to the consummation of the Business Combination, and Nuburu and its subsidiaries after the consummation of the Business Combination.
Going Concern and Liquidity
The Company is an emerging growth company that has not yet achieved full commercialization and is expected to incur losses until it does.
From inception through June 30, 2025, the Company has incurred operating losses and negative cash flows from operating activities. For the six months ended June 30, 2025 and 2024, the Company has incurred operating losses, including net losses of $
The Company plans to finance its operations with proceeds from the issuance and sale of equity securities or debt, including sales pursuant to its SEPA with the SEPA Investor, each defined and further described in Note 11; however, there is no assurance that management's plans to obtain additional debt or equity financing will be successfully implemented or implemented on terms favorable to the Company. Until the Company can generate sufficient revenue to cover its operating expenses, working capital, and capital expenditures, the Company plans to rely on proceeds received from the SEPA and certain agreements executed subsequent to June 30, 2025, as further described herein.
NYSE Regulation Notice of Noncompliance
On April 29, 2025, the Company received a Notice of Noncompliance (the “Notice”) from NYSE Regulation indicating that the Company was not in compliance with Section 1003(a)(i) of the NYSE American LLC Company Guide (the “Company Guide”), which requires a company to maintain stockholders’ equity of $
As required by the Company Guide, the Company submitted a detailed plan on May 29, 2025. The detailed plan advised NYSE Regulation of actions the Company has taken or will take to regain compliance with the continued listing standards by the compliance deadline of October 29, 2026. On July 22, 2025, the Company received notification from NYSE Regulation that it completed its review of the detailed plan, accepted the detailed plan, and granted the Company a plan period through October 29, 2026 to regain compliance.
NYSE Regulation staff will review the Company periodically for compliance with the initiatives outlined in the detailed plan. If the Company is not in compliance with the continued listing standards by October 29, 2026, or if the Company does not make progress consistent with the detailed plan during the plan period, NYSE Regulation will initiate delisting proceedings as appropriate. The Company may appeal a staff delisting determination in accordance with the Company Guide.
The Company believes that, upon consummation of certain of the transactions that it has recently announced, it will be able to regain compliance. However, such transactions are subject to regulatory approvals, stockholder approval, and other closing conditions and, as a result, may not be consummated. Even if consummated, such transactions may not achieve the anticipated results or benefits to the Company.
Inventory, Property and Equipment and Right-of-Use Asset Impairment
The Company leased approximately
10
Table of Contents
Certain Significant Risks and Uncertainties
The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, those summarized in the Cautionary Note Regarding Forward-Looking Statements above.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results, and cash flows for the periods presented.
The results of operations for the three and six months ended June 30, 2025 and 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 or any future period. These unaudited condensed consolidated financial statements and their notes should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 15, 2025, and as subsequently amended.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
Reverse Stock Split
Following stockholder approval on February 22, 2024, the Company effected a reverse stock split of its Common Stock at a ratio of 1-for-40 (the “Reverse Stock Split.”) The Reverse Stock Split was effective July 23, 2024. No changes were made to the number of authorized shares. Proportional adjustments were made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s equity awards, warrants, and other equity instruments convertible into Common Stock, as well as the applicable exercise price. All share and per share amounts of our Common Stock presented have been retroactively adjusted to reflect the Reverse Stock Split, including reclassifying an amount equal to the reduction in par value of Common Stock to additional paid-in capital.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are not applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Significant Accounting Policies
The significant accounting policies used in preparation of these condensed consolidated financial statements are disclosed in the notes to consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended. Other than as noted below, the significant accounting policies have not changed significantly since that filing.
Standby Equity Purchase Agreement
In
Fair value option for certain financial instruments
11
Table of Contents
The Company elected the fair value option (“FVO”) for recognition of (i) certain debt instruments, as described in Notes 4 and 8, and (ii) the Convertible Note Receivable (as defined and described in Note 5), as permitted under ASC 825, Financial Instruments. Under this option, financial instruments are initially recognized at fair value as an asset or liability on the condensed consolidated balance sheets with subsequent changes in fair value, inclusive of interest, market risk, and other factors affecting valuation, reflected in the condensed consolidated statements of operations. The Company elected to recognize interest expense within the line item presented for the change in the fair value of the asset or liability. Additionally, the change in fair value of financial liabilities attributable to the change in the instrument-specific credit risk is required to be presented separately in other comprehensive income. For the three and six months ended June 30, 2025, the change in fair value related to a change in the instrument-specific credit risk was immaterial. All costs associated with the issuance of financial instruments accounted for using the FVO are expensed upon issuance or as incurred. See Note 5 and Note 8 for additional information.
Mandatorily redeemable preferred stock
The Company accounts for mandatorily redeemable preferred stock in accordance with ASC 480, Distinguishing Liabilities from Equity. Preferred stock that is mandatorily redeemable on a fixed or determinable date, or upon the occurrence of an event certain to occur, is classified as a liability on the condensed consolidated balance sheets. Mandatorily redeemable preferred stock is initially recognized at its fair value, and subsequently measured at its redemption value.
Recently Issued Accounting Pronouncements
ASU 2023-09
In December 2023, the Financial Accounting Standards Board (“FASB") issued Accounting Standards Update (“ASU") 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures. The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as reconciling items that meet a quantitative threshold. Further, the ASU requires additional disclosures on income tax expense and taxes paid, net of refunds received, by jurisdiction. The new standard is effective for annual periods beginning after December 15, 2024 on a prospective basis with the option to apply it retrospectively. Early adoption is permitted. The adoption of this guidance will result in the Company being required to include enhanced income tax related disclosures. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.
ASU 2024-03
In November 2024, the FASB issued ASC 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to provide more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented on the consolidated statement of operations. This new standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the consolidated financial statements. The Company is in the process of finalizing the disclosures that will be required by the adoption of the provisions of ASU 2023-09, and will adopt these amendments for annual disclosures in the Annual Report on Form 10-K for the year ending December 31, 2027.
NOTE 3. BALANCE SHEET COMPONENTS
The Company leased approximately
As of March 31, 2025, the Company was in default under the lease, and the Landlord pursued available remedies in advance of the lease term that expired in June 2025. In April 2025, the Landlord obtained a default judgment against the Company in the amount of $
Inventories, Net
Inventories, net as of December 31, 2024 consisted of the following:
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December 31, |
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Raw materials and supplies |
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$ |
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Work-in-process |
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Finished goods |
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Inventories, gross |
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Less: inventory reserve |
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( |
) |
Inventories, net |
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$ |
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As of June 30, 2025, the Company's inventory value was
During the six months ended June 30, 2024, the Company recorded lower of cost or net realizable value charges of $
Property and Equipment, Net
Property and equipment, net as of December 31, 2024 consisted of the following:
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December 31, |
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Machinery and equipment |
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$ |
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Leasehold improvements |
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Furniture and office equipment |
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Computer equipment and software |
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Property and equipment, gross |
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Less: accumulated depreciation and amortization |
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( |
) |
Property and equipment, net |
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$ |
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As of June 30, 2025, the Company's property and equipment, net value was
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets as of June 30, 2025 and December 31, 2024 consisted of the following:
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June 30, |
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December 31, |
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Common stock issued for services |
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$ |
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$ |
— |
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Prepaid insurance |
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Other prepaid assets |
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Other current assets (1) |
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Total prepaid expenses and other current assets |
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$ |
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$ |
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||
Accrued Expenses
Accrued expenses as of June 30, 2025 and December 31, 2024 consisted of the following:
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June 30, |
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December 31, |
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Accrued legal, accounting and professional fees |
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$ |
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$ |
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Accrued TCEI acquisition costs |
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— |
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Accrued transaction costs related to the reverse recapitalization |
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Accrued lease-related payables |
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Accrued taxes payable |
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Accrued payroll and benefits |
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Accrued interest |
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Other |
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Total accrued expenses |
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$ |
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$ |
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NOTE 4. FAIR VALUE MEASUREMENTS
Assets and liabilities recorded at fair value on a recurring basis in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:
Level 1: Valuations based on quoted prices for identical assets and liabilities in active markets.
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Level 2: Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3: Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.
An asset's or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
The Company’s financial instruments that are carried at fair value consist of Level 1 and Level 3 assets and liabilities:
The following tables set forth the fair value of the Company’s financial assets and liabilities by level within the fair value hierarchy as of June 30, 2025 and December 31, 2024:
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At June 30, 2025 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Assets: |
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Convertible Note Receivable |
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$ |
— |
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$ |
— |
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$ |
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$ |
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||
Total assets |
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$ |
— |
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$ |
— |
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$ |
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$ |
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Liabilities: |
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Junior Note Warrants |
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$ |
— |
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$ |
— |
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$ |
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$ |
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Notes payable - fair value option |
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— |
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— |
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SEPA liability |
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— |
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— |
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Total liabilities |
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$ |
— |
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$ |
— |
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$ |
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$ |
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||
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At December 31, 2024 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Liabilities: |
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Junior Note Warrants |
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$ |
— |
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$ |
— |
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$ |
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$ |
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||
Convertible note derivative liability (1) |
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— |
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— |
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Total liabilities |
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$ |
— |
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$ |
— |
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$ |
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$ |
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Level 3 Financial Assets
Convertible Note Receivable
The following table sets forth a summary of the changes in fair value of the Company's Convertible Note Receivable:
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Three Months Ended |
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Six Months Ended |
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2025 |
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2025 |
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Fair value, beginning balance |
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$ |
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$ |
— |
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Fair value at issuance |
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— |
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Principal additions |
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Contributions from related party |
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— |
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( |
) |
Change in fair value |
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( |
) |
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( |
) |
Fair value, ending balance |
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$ |
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$ |
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||
The aggregate fair value of the Convertible Note Receivable was estimated using a Monte Carlo simulation based approach, a Level 3 valuation.
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Six Months Ended June 30, |
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2025 |
Convertible Note Receivable |
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Stock price |
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$ |
|
Expected term (in years) |
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Expected volatility |
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Risk-free interest rate |
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Expected dividend yield |
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Level 3 Financial Liabilities
Junior Note Warrants
The following table sets forth a summary of the changes in fair value of the Company's Junior Note Warrants issued in November 2023:
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Fair value, beginning balance |
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$ |
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$ |
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$ |
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$ |
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||||
Change in fair value |
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( |
) |
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( |
) |
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( |
) |
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Fair value, ending balance |
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$ |
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$ |
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$ |
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$ |
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||||
The aggregate fair value of the Junior Note Warrants was estimated using a Monte Carlo simulation based approach, a Level 3 valuation.
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Six Months Ended June 30, |
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2025 |
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2024 |
Junior Note Warrants: |
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Stock price |
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$ |
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$ |
||
Expected term (in years) |
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Expected volatility |
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Risk-free interest rate |
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Expected dividend yield |
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Notes Payable - Fair Value Option
The following tables set forth a summary of the changes in fair value of the Company's notes payable recorded under the fair value option:
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Three Months Ended June 30, 2025 |
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Beginning Balance |
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Issuance |
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Additions & (Payments) |
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Conversion |
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Change in Fair Value |
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Ending Balance |
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Indigo Capital Convertible Notes |
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$ |
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$ |
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$ |
— |
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$ |
( |
) |
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$ |
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$ |
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Agile Note |
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— |
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— |
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Diagonal Convertible Note |
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— |
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— |
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— |
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( |
) |
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Boot Convertible Note |
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— |
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— |
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— |
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( |
) |
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Brick Lane Convertible Notes |
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— |
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— |
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( |
) |
|
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( |
) |
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||
Bomore Convertible Notes |
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— |
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— |
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— |
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( |
) |
|
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||
Torcross Convertible Notes |
|
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— |
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— |
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— |
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Total |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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15
Table of Contents
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Six Months Ended June 30, 2025 |
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Beginning Balance |
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Issuance |
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Additions & (Payments) |
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Conversion |
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Change in Fair Value |
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Ending Balance |
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Indigo Capital Convertible Notes |
|
$ |
— |
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$ |
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$ |
— |
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$ |
( |
) |
|
$ |
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$ |
|
|||
Agile Note |
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— |
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— |
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Diagonal Convertible Note |
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— |
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— |
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— |
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( |
) |
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||
Boot Convertible Note |
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— |
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— |
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— |
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( |
) |
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||
Brick Lane Convertible Notes |
|
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— |
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|
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— |
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( |
) |
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( |
) |
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||
Bomore Convertible Notes |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
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( |
) |
|
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||
Torcross Convertible Notes |
|
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— |
|
|
|
|
|
|
— |
|
|
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— |
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|||
Total |
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
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$ |
|
||||
The fair value of the Company's notes payable recorded under the fair value option was estimated using Level 3 fair value measurements. The significant inputs to the calculation of the fair value of the notes payable recorded under the fair value option at issuance and June 30, 2025 were as follows:
|
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Six Months Ended June 30, 2025 |
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Valuation Inputs: |
|
Indigo Capital Convertible Notes(1) |
|
Agile Note(2) |
|
Diagonal |
|
Boot |
|
Bomore |
|
Brick Lane |
|
Torcross Convertible Note(3) |
Stock price |
$ |
|
N/A |
$ |
$ |
$ |
$ |
$ |
||||||
Expected term (in years) |
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|||||||
Expected volatility |
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N/A |
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N/A |
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N/A |
||||
Risk-free interest rate |
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N/A |
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N/A |
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N/A |
||||
Risk-adjusted discount rate |
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N/A |
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N/A |
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N/A |
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N/A |
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N/A |
||
Expected dividend yield |
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N/A |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
SEPA Liability
The following table sets forth a summary of the changes in fair value of the Company's SEPA liability:
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Three Months Ended |
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Six Months Ended |
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||
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2025 |
|
|
2025 |
|
||
Fair value, beginning balance |
|
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|
|
$ |
|
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$ |
|
||
Fair value at issuance |
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|
|
|
|
|
|
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||
Common stock issued (1) |
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|
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( |
) |
|
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( |
) |
Change in fair value |
|
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|
|
|
|
|
|
|
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||
Fair value, ending balance |
|
|
|
|
|
$ |
|
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$ |
|
||
The fair value of the Company's SEPA liability at issuance and as of June 30, 2025 was estimated using (i) related to the put option, a Monte Carlo valuation model utilizing various inputs including the Company’s stock price, volatility, risk-free interest rate, expected term of the agreement and expected share draw amount and (ii) related to the shares issuable in connection with the SEPA commitment fee, the fair value of the underlying shares, each of which is a Level 3 valuation. The fair value of the embedded forward option is determined using the fair value of the underlying shares less the fixed purchase price, however, the
16
Table of Contents
embedded forward option was deemed to have no value as there were no notices for the sale of the Company's Common Stock as of June 30, 2025.
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Six Months Ended June 30, |
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2025 |
SEPA Liability |
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Stock price |
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$ |
|
Expected term (in years) |
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Expected volatility |
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Risk-free interest rate |
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Expected dividend yield |
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August 2024 Convertible Note Derivative Liability
In March 2025, the remaining August 2024 Convertible Notes were purchased by Indigo Capital and subsequently extinguished. For additional information, see Note 8.
The following table sets forth a summary of the changes in fair value of the Company's August 2024 Convertible Note Derivative Liability:
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Three Months Ended June 30, |
|
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Six Months Ended June 30, |
|
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2025 |
|
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2024 |
|
|
2025 |
|
|
2024 |
|
||||
Fair value, beginning balance |
|
|
|
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
Extinguishment of August 2024 Convertible Notes |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Fair value, ending balance |
|
|
|
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
NOTE 5. CONVERTIBLE NOTE RECEIVABLE
On March 14, 2025, the Company entered into a convertible facility with Supply@ME Capital Plc (“SYME”) to loan SYME up to $
Certain conversion features of the Convertible Note Receivable would typically be considered derivatives that would require bifurcation. In lieu of bifurcating various features in the agreement, we elected the fair value option for the Convertible Note Receivable. During March 2025, the excess of the issuance date fair value of $
NOTE 6. COMMITMENTS AND CONTINGENCIES
Operating Lease
The Company leased approximately
As of June 30, 2025, $
In connection with the default under the lease described above, the Company recorded an impairment to reduce the right-of-use asset to zero of $
Operating lease cost was nil and $
Liqueous Settlement Agreement
In January 2025 and April 2025, in connection with a settlement and mutual release agreement entered into between the Company and Liqueous LP (“Liqueous”) (the "Liqueous Settlement Agreement"), as amended, the parties provided an immediate mutual release of claims and obligations through payments from Liqueous
17
Table of Contents
to the Company in an aggregate $
Legal Proceedings
In the normal course of business, the Company may become involved in legal proceedings. The Company will accrue a liability for legal proceedings when it is probable that a liability has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued.
During the six months ended June 30, 2025, the Company was subject to three separate actions seeking default judgments for the alleged failure to pay amounts when due. CFGI, LLC obtained a default judgment in March 2025 in the amount of $
Purchase Commitments
As of June 30, 2025, the Company had $
Related Party Transactions
Ron Nicol, who was the Executive Chairman of the Company’s board of directors through January 2025, paid director and officer insurance premiums of approximately $
In January 2025, the Company issued the TAG Promissory Note to The AvantGarde Group ("TAG"), which is founded and owned by the Company's Executive Chairman, Mr. Zamboni, as a replacement of a previously recorded shareholder advance. For additional information, see Note 8.
Trumar Capital LLC Acquisition Agreement
On February 19, 2025, the Company entered into a commitment letter with Trumar Capital LLC ("TCEI") to acquire: (i) a license of certain technology that would allow the Company to expand its existing business within the defense sector; (ii) a controlling interest in a defense-tech company that specializes in the design, production, and outfitting of a diverse range of vehicles, including industrial and military applications, as well as electronic devices for defense and security, advanced telecommunications, and tracking systems; and (iii) a controlling interest in a Software as a Service (SaaS) startup focused on operational resilience. The Company’s Executive Chairperson owns a controlling interest in the SaaS target entity, and as a result, the proposed investment will be negotiated by, and authorized only with approval from, the independent board members, and will be subject to stockholder approval.
The anticipated investments will occur in stages. The first stage, which has been completed, involved the purchase of a
The second stage, which will require both stockholder and regulatory approval, will involve the investment in additional ownership interests, resulting in Nuburu (i) having a controlling interest in the target entities and (ii) issuing Common Stock in excess of
The Company also agreed to issue
Consummation of the full TCEI acquisition is subject to continued due diligence, receipt of an acceptable valuation from a third-party valuation firm, regulatory approvals, and stockholder consent. The Company concluded that because of these contingencies, it has not assumed the risks and rewards consistent with equity ownership at the time of the initial investment. Consequently, the Company recorded the initial payment as a deposit on the anticipated acquisition of TCEI. Similarly, the Company will not record the contingent liability for the commitment, including the notes, until it is both probable and estimable that the liability has been incurred.
On March 31, 2025, the Company also entered into a Joint Pursuit Agreement with the defense-tech company to allow both parties to jointly develop and market certain defense-related vehicles and services in advance of closing the full TCEI acquisition.
18
Table of Contents
NOTE 7. REVENUE
The Company’s primary revenue-generating activity involves sales of high-powered lasers and related installation services. The Company has sales to customers throughout the U.S., Europe, and Asia. All sales are settled in U.S. dollars.
The following table presents revenue from contracts with customers disaggregated by geography:
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Three Months Ended |
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Six Months Ended |
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2025 |
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2024 |
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2025 |
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2024 |
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||||
United States |
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$ |
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$ |
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$ |
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$ |
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||||
Asia |
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Europe |
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Total |
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$ |
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$ |
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$ |
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$ |
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||||
The following table presents revenue from contracts with customers disaggregated by the timing of revenue recognition:
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Three Months Ended |
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Six Months Ended |
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2025 |
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2024 |
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2025 |
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2024 |
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Revenue recognized at a point in time |
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$ |
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$ |
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$ |
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$ |
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Revenue recognized over time |
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Total |
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$ |
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$ |
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$ |
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$ |
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||||
Contract liabilities consist of customer deposits that are applied to invoices as the performance obligation is performed.
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Accounts Receivable |
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Contract Liabilities |
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January 1, 2024 |
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$ |
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$ |
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||
December 31, 2024 |
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$ |
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$ |
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||
June 30, 2025 |
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$ |
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$ |
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||
During the three months ended June 30, 2025 and 2024, the Company recognized
NOTE 8. NOTES AND CONVERTIBLE NOTES PAYABLE
As of June 30, 2025 and December 31, 2024, the Company's outstanding debt consisted of the following:
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June 30, |
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December 31, |
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||
Current portion of notes payable: |
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||
Indigo Capital Convertible Notes |
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$ |
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$ |
— |
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Liqueous Obligation |
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||
TAG Promissory Note |
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— |
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Agile Note |
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— |
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|
Diagonal Convertible Note |
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|
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— |
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Boot Convertible Note |
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|
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— |
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Brick Lane Convertible Notes |
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— |
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Bomore Convertible Notes |
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|
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— |
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Torcross Convertible Note |
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|
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— |
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Junior Notes Issued November 2023 |
|
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— |
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August 2024 Convertible Notes |
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— |
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Additional August 2024 Convertible Notes |
|
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— |
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Senior Convertible Notes Issued June 2023 |
|
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— |
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|
Unamortized debt discount and deferred financing costs |
|
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— |
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( |
) |
Current portion of notes payable |
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$ |
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$ |
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||
Junior Notes Issued November 2023
On November 13, 2023, the Company entered into Note and Warrant Purchase Agreements (the "Junior Note Purchase Agreements") with the lenders identified therein (the "Lenders") providing for (i) zero-interest promissory notes, issued with a
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The Junior Notes were junior and secured by the Company's patent portfolio pursuant to a security agreement among the parties (the "Security Agreement"). The terms of the Junior Notes provided that they would mature on the earlier of: (i) the Company closing a credit facility in principal amount of at least $
Refer to Note 10 for the Company's accounting for the Junior Note Warrants. As a result of that accounting, the Junior Notes contain the original issue discount of $
Extinguishments
During the six months ended June 30, 2025, the Company issued
During the three and six months ended June 30, 2024, the Company issued
See Foreclosure collateral sale further below in this Note 8 for discussion of the extinguishment of the remaining Junior Notes on March 5, 2025.
Related Parties
The table below summarizes the outstanding principal amount of the Junior Notes to related parties:
Noteholder |
|
June 30, |
|
|
December 31, |
|
||
David Seldin(1) |
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$ |
— |
|
|
$ |
|
|
Eunomia, LP(2) |
|
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— |
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|
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|
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Total Junior Notes - related parties |
|
$ |
— |
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|
$ |
|
|
Junior Notes Issued August 2024 (the "August 2024 Convertible Notes")
On August 6, 2024 and August 19, 2024, the Company entered into a subordinated convertible note agreement (the "August 2024 Convertible Note Agreement") with Esousa Group Holdings LLC ("Esousa") for the sale of convertible notes (the "August 2024 Convertible Notes”) in the aggregate principal amount of $
The Company determined that the conversion and share-settled redemption features, as well as the automatic increase in interest rate upon an event of default feature, of the August 2024 Convertible Notes were embedded derivatives that were required to be bifurcated from the host instrument and accounted for as embedded derivative instruments, which the Company compounded (the "August 2024 Convertible Note Derivative Liability"). As the Company did not elect the fair value option for the August 2024 Convertible Notes, the proceeds from the August 2024 Convertible Notes were allocated to the initial fair value of the August 2024 Convertible Note Derivative Liability, which was determined to be $
The Company incurred $
Concurrent with the above, Esousa also purchased $
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Additional August 2024 Convertible Notes could be prepaid at any time without penalty, did not accrue interest, matured on
The August 2024 Convertible Notes and Additional August 2024 Convertible Notes were unsecured and subordinated to the Company’s outstanding Senior Convertible Notes and Junior Notes in right of payment, whether in respect to payment or redemptions, interest, damages, upon liquidation or dissolution or otherwise.
Extinguishments
During the six months ended June 30, 2025, the Company issued
In March 2025, the remaining August 2024 Convertible Notes were purchased by Indigo Capital and subsequently extinguished, as further described below. The transaction resulted in a loss on extinguishment of notes payable of $
Senior Convertible Notes Issued June 2023
On June 12, 2023 and June 16, 2023, the Company entered into Note and Warrant Purchase Agreements (the “Senior Convertible Note Purchase Agreements”) with certain investors (each, an “Investor”) for the sale of (i) convertible promissory notes (“Senior Convertible Notes”) in the aggregate principal amount of $
The Senior Convertible Notes were senior, secured obligations of the Company, which became secured by the Company's patent portfolio per the Security Agreement as of November 2023, bore interest at the rate of
As further described above, during August 2024, $
On December 16, 2024, the Lead Investor (as defined in the agreement governing the Senior Convertible Notes) issued a notice of default and acceleration, as well as a demand for payment, to the Company as a result of the failure of the Company to make certain required repayments under existing debt obligations, which constituted an event of default under the terms of the Senior Convertible Notes. The obligations under the Senior Convertible Notes were extinguished in connection with the Foreclosure (defined below).
Extinguishments
During the three and six months ended June 30, 2024, the Company issued
See Foreclosure collateral sale further below in this Note 8 for discussion of the extinguishment of the remaining Senior Convertible Notes on March 5, 2025.
Related Parties
The table below summarizes the outstanding principal amount of the Senior Convertible Notes to related parties:
Investor |
|
June 30, |
|
|
December 31, |
|
||
Wilson-Garling 2023 Family Trust(1) |
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$ |
— |
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$ |
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|
Eunomia, LP(2) |
|
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— |
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Curtis N Maas Revocable Trust(3) |
|
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— |
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Total Senior Convertible Notes - related parties |
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$ |
— |
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$ |
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Foreclosure Collateral Sale
On March 5, 2025, as part of the foreclosure process initiated by the Lead Investor (the “Foreclosure”), the lenders holding the outstanding Senior Convertible Notes held an auction for the sale of collateral securing the Company’s repayment obligations, which resulted in such lenders taking possession of such collateral in exchange for a full discharge and extinguishment of the Company’s $
Liqueous Obligation
In October 2024, the Company and Liqueous agreed to terms where the Company borrowed $
In February 2025, in connection with the Liqueous Settlement Agreement, as amended, the Company agreed to issue
TAG Promissory Note (Related-Party)
In January 2025, the Company issued a promissory note in a principal amount of $
Indigo Capital Convertible Notes
March 2025
On March 3, 2025, the Company entered into the following transactions:
The convertible notes issued in connection with the above transactions are collectively referred to herein as the "March Indigo Capital Convertible Notes". The terms of the March Indigo Capital Convertible Notes allow the Company to convert at any time after issuance without penalty at the conversion prices discussed above. From and after the occurrence of an event of default, the interest rate under the March Indigo Capital Convertible Notes increases to
Issuances of Common Stock on conversion of the March Indigo Capital Convertible Notes are limited to an amount equal to
The transaction documents contain customary representations, warranties, and covenants, and the notes include customary events of default including, but not limited to, failure to pay amounts due when required, default in covenants, bankruptcy events, and suspension or delisting from trading of the Common Stock on an eligible exchange. The Company is also obligated to register, and has registered, for resale the shares issuable upon conversion of the notes.
Certain conversion features of the March Indigo Capital Convertible Notes would typically be considered derivatives that would require bifurcation. The March Indigo Capital Convertible Notes are recorded at fair value, and the changes in the fair value are recorded within the condensed consolidated statement of operations. The excess of the initial fair value of $
In March 2025, Indigo Capital converted $
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April 2025
On April 22, 2025, the Company entered into the following transactions:
The convertible notes issued in connection with the above transactions are collectively referred to herein as the "April Indigo Capital Convertible Notes", collectively with the March Indigo Capital Convertible Notes, the "Indigo Capital Convertible Notes". The terms of the April Indigo Capital Convertible Notes allow the Company to convert at any time after issuance without penalty at the conversion prices discussed above. From and after the occurrence of an event of default, the interest rate under the April Indigo Capital Convertible Notes increases to
The April Indigo Capital Convertible Notes are subordinate to the currently outstanding Series A Preferred Stock, solely with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.
Issuances of Common Stock on conversion of such notes are limited to an amount equal to
The transaction documents contain customary representations, warranties, and covenants, and the notes include customary events of default including, but not limited to, failure to pay amounts due when required, default in covenants, bankruptcy events, and suspension or delisting from trading of the Common Stock on an eligible exchange. The Company is also obligated to register, and has registered, for resale the shares issuable upon conversion of the notes.
Certain conversion features of the April Indigo Capital Convertible Notes would typically be considered derivatives that would require bifurcation. As such, the Company elected to account for the April Indigo Capital Convertible Notes at fair value, and the changes in the fair value are recorded within the condensed consolidated statement of operations.
The Company incurred debt issuance costs of $
Extinguishments
During the three and six months ended June 30, 2025, Indigo Capital converted $
In connection with the issuance of the April Indigo Capital Exchange Convertible Note in exchange for the extinguishment of an existing unsecured promissory note of the Company with a carrying value of $
Agile Note
On May 12, 2025, the Company entered into a Business Loan and Security Agreement with Agile Capital Funding, LLC and its affiliates (“Agile”), pursuant to which the Company issued to Agile a $
Certain features of the Agile Note would typically be considered derivatives that would require bifurcation. As such, the Company elected to account for the Agile Note at fair value, and the changes in the fair value are recorded within the condensed consolidated statements of operations.
The Company received net proceeds of $
On May 30, 2025, the Company executed an amendment to the Business Loan and Security Agreement with Agile, which amended (i) the principal amount of the Agile Note to $
At June 30, 2025, the outstanding principal amount outstanding under the Agile Note was $
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Diagonal Convertible Note
On May 13, 2025, the Company entered into a Securities Purchase Agreement (the “SPA”) with 1800 Diagonal Lending LLC (“Diagonal”), pursuant to which the Company issued to Diagonal a $
The Diagonal Convertible Note is subordinate to the currently outstanding Series A Preferred Stock, solely with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution, or winding up of the Company. Issuances of Common Stock on conversion of the Diagonal Convertible Note are limited to an amount equal to
Certain conversion features of the Diagonal Convertible Note would typically be considered derivatives that would require bifurcation. As such, the Company elected to account for the Diagonal Convertible Note at fair value, and the changes in the fair value are recorded within the condensed consolidated statement of operations.
The Company received net proceeds of $
At June 30, 2025, the outstanding principal amount outstanding under the Diagonal Convertible Note was $
Boot Convertible Note
On May 13, 2025, the Company entered into a Securities Purchase Agreement with Boot Capital LLC (“Boot”), pursuant to which the Company issued to Boot a $
The Boot Convertible Note is subordinate to the currently outstanding Series A Preferred Stock, solely with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution, or winding up of the Company. Issuances of Common Stock on conversion of the Boot Convertible Note are limited to an amount equal to
Certain conversion features of the Boot Convertible Note would typically be considered derivatives that would require bifurcation. As such, the Company elected to account for the Boot Convertible Note at fair value, and the changes in the fair value are recorded within the condensed consolidated statement of operations.
The Company received net proceeds of $
At June 30, 2025, the outstanding principal amount outstanding under the Boot Convertible Note was $
Brick Lane Convertible Notes
On June 3, 2025, the Company entered into the following transactions with Brick Lane Capital Management Limited (“Brick Lane”):
The convertible notes issued in connection with the above transactions are collectively referred to herein as the "Brick Lane Convertible Notes". The terms of the Brick Lane Convertible Notes allow the Company to convert at any time after issuance without penalty at the conversion prices discussed above. From and after the occurrence of an event of default, the interest rate under the Brick Lane Convertible Notes increases to
Issuances of Common Stock on conversion of such notes are limited to an amount equal to
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Stock at any time. The notes are also subordinate to the currently outstanding Series A Preferred Stock, solely with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Company is obligated to register for resale the shares issuable upon conversion of the notes.
The foregoing transaction documents contain customary representations, warranties, and covenants, including customary events of default including, but not limited to, failure to pay amounts due when required, default in covenants, and bankruptcy events.
Certain conversion features of the Brick Lane Convertible Notes would typically be considered derivatives that would require bifurcation. As such, the Company elected to account for the Brick Lane Convertible Notes at fair value, and the changes in the fair value are recorded within the condensed consolidated statement of operations.
At June 30, 2025, the outstanding principal amount outstanding under the Brick Lane Convertible Notes was $
Extinguishments
The Company recorded a loss on debt extinguishment of $
During the three months ended June 30, 2025, Brick Lane converted the entire $
Bomore Convertible Notes
On June 18, 2025, the Company entered into the following transactions with Bomore Opportunity Group Ltd (“Bomore”):
The convertible notes issued in connection with the above transactions are collectively referred to herein as the "Bomore Convertible Notes". The terms of the Bomore Convertible Notes allow the Company to convert at any time after issuance without penalty at the conversion prices discussed above. From and after the occurrence of an event of default, the interest rate under the Bomore Convertible Notes increases to
Issuances of Common Stock on conversion of such notes are limited to an amount equal to
The foregoing transaction documents contain customary representations, warranties, and covenants, including customary events of default including, but not limited to, failure to pay amounts due when required, default in covenants, and bankruptcy events.
Certain conversion features of the Bomore Convertible Notes would typically be considered derivatives that would require bifurcation. As such, the Company elected to account for the Bomore Convertible Notes at fair value, and the changes in the fair value are recorded within the condensed consolidated statement of operations.
At June 30, 2025, the outstanding principal amount outstanding under the Bomore Convertible Notes was $
On June 30, 2025, Bomore provided a conversion notice to the Company to convert the entire $
Extinguishments
The Company recorded a loss on debt extinguishment of $
Torcross Convertible Notes
On June 25, 2025, the Company entered into the following transactions with Torcross Capital LLC (“Torcross”):
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Table of Contents
The convertible notes issued in connection with the above transactions are collectively referred to herein as the "Torcross Convertible Notes". The terms of the Torcross Convertible notes allow the Company to convert at any time after issuance without penalty at the conversion prices discussed above. From and after the occurrence of an event of default, the interest rate under the Torcross Convertible Notes increases to
Issuances of Common Stock on conversion of such notes are limited to an amount equal to
The foregoing transaction documents contain customary representations, warranties, and covenants, including customary events of default including, but not limited to, failure to pay amounts due when required, default in covenants, and bankruptcy events.
Certain conversion features of the Torcross Convertible Note would typically be considered derivatives that would require bifurcation. As such, the Company elected to account for the Torcross Convertible Note at fair value, and the changes in the fair value are recorded within the condensed consolidated statement of operations.
At June 30, 2025, the outstanding principal amount outstanding under the Torcross Convertible Note was $
Yorkville Promissory Note
On June 30, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with the investors party thereto pursuant to which the Company issued a debenture in the amount of $
The Yorkville Promissory Note bears interest at an annual rate equal to
The foregoing transaction documents contain customary representations, warranties, and covenants, including customary events of default including, but not limited to, failure to pay amounts due when required, default in covenants, and bankruptcy events.
The Company incurred debt issuance costs of $
NOTE 9. CONVERTIBLE PREFERRED STOCK
Series A Preferred Stock
The Company is authorized to issue
During June 2025, the Company purchased (i)
Ranking
The Company’s Preferred Stock ranks senior to the Company’s Common Stock with respect to rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.
Dividends
Holders of the Company’s Preferred Stock participate, on an as-converted basis (without regard to any conversion limitations) in all dividends paid to the holders of the Company’s Common Stock.
Conversion Rights
Prior to January 31, 2025, as further described under Redemption below, the Preferred Stock was convertible at any time into Common Stock at a conversion price equal to $
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Mandatory Conversion
If the VWAP is greater than
Voting Rights
The holders of Preferred Stock are not entitled to vote at or receive notice of any meeting of stockholders, except the holders of Preferred Stock are entitled to certain consent rights on matters related to (i) the creation or authorization of the creation of any equity or debt securities of the Company that rank senior or equal to certain rights of the Preferred Stock and (ii) the authorization of any adverse change to the powers, preferences, or special rights of the Preferred Stock set forth in the Company’s Certificate of Incorporation or Bylaws, and shall have voting rights as required by law.
Redemption
On the second anniversary of the Closing Date, or January 31, 2025 (the “Test Date”), the Company is obligated to redeem the maximum portion of the Preferred Stock permitted by law in cash at an amount equal to the Original Issuance Price as of such date if the Conversion Price exceeds the VWAP. If, on the Test Date, the Conversion Price is equal to or less than the VWAP, the Company must convert all shares of Preferred Stock then outstanding into shares of the Company’s Common Stock at the then applicable Conversion Price. Notwithstanding the foregoing, the Company shall not be required to redeem any shares of Preferred Stock to the extent the Company does not have legally available funds to effect such redemption. The mandatory redemption and conversion provisions described herein are further subject to certain limitations detailed in the Certificate of Designations. As a result of such redemption feature, the Company recorded the Preferred Stock at its redemption value and classified the Preferred Stock as mezzanine equity on the consolidated balance sheet through January 31, 2025. As the Conversion Price of the Preferred Stock exceeded the VWAP on the Test Date, the Company was obligated to redeem the Preferred Stock beginning at that time and, as such, reclassified such Preferred Stock from mezzanine equity to a current liability on January 31, 2025. The preferred stock current liability was initially recorded at its fair value on January 31, 2025 of $
NOTE 10. WARRANTS
The following table provides a summary of the number of the Company's outstanding warrants:
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|
|
June 30, |
|
|
|
December 31, |
|
||
Liability-classified warrants: |
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|
|
|
|
|
|
||
Junior Note Warrants |
|
|
|
|
|
|
|
|
||
Public Warrants |
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|
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|
||
Total liability-classified warrants outstanding |
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|
||
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|
||
Equity-classified warrants: |
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|
|
|
|
|
||
June 2023 Senior Note Warrants |
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|
|
|
|
|
|
|
||
Pre-Funded Warrants |
|
|
|
- |
|
|
|
|
|
|
August 2024 Warrants Issued with Junior Notes |
|
|
|
|
|
|
|
|
||
Total equity-classified warrants outstanding |
|
|
|
|
|
|
|
|
||
Liability-Classified Warrants
November 2023 Junior Note Warrants
In connection with the Junior Notes discussed in Note 8, the Company issued the Junior Note Warrants to purchase up to
Based on the terms of the Junior Note Purchase Agreements, the Junior Note Warrants were evaluated under FASB ASC 815-40 - Derivatives and Hedging-Contracts in Entity's Own Equity ("ASC 815-40") and the Company concluded they did not initially meet the criteria to be classified in stockholders' equity (deficit). Specifically, there were contingent exercise provisions and settlement provisions that existed, as described above, where the number of shares available under the Junior Note Warrants may be adjusted. Because the number of outstanding common shares was not a fair value input to a fixed-for-fixed model, the Junior Note Warrants are treated as liabilities and are remeasured at each reporting date. The proceeds of $
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Warrant liability at fair value and then to the Junior Notes. The Company further determined that the Junior Note Warrants liability meets the criteria to be accounted for as a bifurcated derivative due to the significant discount it creates on the Junior Notes.
Public Warrants
In connection with the closing of the Business Combination, Nuburu assumed the
Each whole Public Warrant entitles the registered holder to purchase one share of Common Stock at a price of $
Redemptions of Public Warrants when the price of Common Stock equals or exceeds $
If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Redemption of Public Warrants when the price per share of Common Stock equals or exceeds $
Equity-Classified Common Stock Warrants
June 2023 Senior Note Warrants
In connection with the issuance of Senior Convertible Notes discussed in Note 8, the Company issued the Senior Note Warrants to purchase up to
As the Senior Note Warrants were part of a bundled transaction, the gross proceeds from the issuance of $
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Upon Issuance |
Common Stock Warrants: |
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|
|
Expected term (in years) |
|
|
|
Expected volatility |
|
|
|
Risk-free interest rate |
|
|
|
Expected dividend yield |
|
|
The allocated proceeds from the Senior Note Warrants of $
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Pre-Funded Warrants
On May 1, 2024, the Company entered into a Pre-Funded Warrant Purchase Program (the “Program”) with strategic investors, pursuant to which from time-to-time the Company could sell and the investors could acquire pre-funded warrants, up to a total purchase price to the Company equal to $
Pre-Funded Warrants Modification — In February 2025, in connection with the Liqueous Settlement Agreement, as amended, the Company agreed to (i) modify
The Company accounted for the Pre-Funded Warrants Modification in accordance with ASC 815, Derivatives and Hedging, where the effect of a modification shall be measured as the difference between the fair value of the modified warrant and the fair value of the original warrant immediately before its terms are modified, with each measured on the modification date. As a result of the Pre-Funded Warrants Modification, which was not contemplated as a result of an equity or debt financing, but rather, as a settlement of any claims between the parties related to non-performance of obligations under certain previous agreements executed between the Company and Liqueous, the Company recorded (i) an increase to additional paid-in capital of $
In March 2025, the
August 2024 Warrants Issued with Junior Notes
As discussed in Note 8, in connection with the issuance of the August 2024 Convertible Notes, the Company issued an aggregate
NOTE 11. STANDBY EQUITY PURCHASE AGREEMENT
On
Upon the satisfaction of the conditions to the SEPA 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, to direct the SEPA Investor to purchase a specified number of shares of Common Stock (an “Advance”) by delivering written notice to the SEPA Investor (an “Advance Notice”). On July 24, 2025, a registration statement was declared effective by the SEC allowing the SEPA Investor to resell up to
The shares of Common Stock purchased pursuant to an Advance will be purchased at a price equal to
Under applicable NYSE American rules and the terms of the SEPA, in no event may the Company issue to the SEPA Investor under the SEPA shares of Common Stock equal to greater than
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from it pursuant to the SEPA, if any, equals or exceeds the lower of (a) the official closing price of the Common Stock on NYSE American immediately preceding the execution of the SEPA and (b) the average official closing price of the Common Stock on NYSE American for the five consecutive trading days immediately preceding the execution of the SEPA. On July 9, 2025, at the 2025 Annual Meeting, the Company's stockholders approved the issuance of shares pursuant to the SEPA in excess of the SEPA Share Cap. Moreover, in accordance with terms of the SEPA, the Company may not issue or sell any shares of Common Stock to the SEPA Investor under the SEPA which, when aggregated with all other shares of Common Stock then beneficially owned by the SEPA Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 thereunder), would result in the SEPA Investor beneficially owning more than
Actual sales of shares of Common Stock to the SEPA Investor under the SEPA will depend on a variety of factors to be determined by the Company from time to time, which may include, among other things, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for its business and operations.
The SEPA will automatically terminate on the earlier of (i) the 36-month anniversary of the date of the SEPA and (ii) the date on which the SEPA Investor shall have made payment of Advances pursuant to the SEPA for 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 SEPA Investor, provided that (i) there are no outstanding Advance Notices for which shares of Common Stock need to be issued and (ii) the Company has paid all amounts owed to the SEPA Investor pursuant to the SEPA.
The net proceeds payable to the Company under the SEPA will depend on the frequency and prices at which Common Stock is sold. The Company is required to use any proceeds received under the SEPA to pay outstanding principal and interest under the Yorkville Promissory Note (as defined and described in Note 8) until the Yorkville Promissory Note is paid in its entirety. After the Yorkville Promissory Note is repaid in full, the Company expects that proceeds received from such sales will be used primarily for working capital and general corporate purposes and for purposes of implementing its business plan focused on building a stable foundation for the future business.
Joseph Gunnar & Co., LLC acted as the sole placement agent for the private placement.
The SEPA is accounted for as a liability at fair value under ASC 815, as it includes an embedded put option and an embedded forward contract. The put option is recognized at inception, and the forward option is recognized upon issuance of notice for the sale of the Company's Common Stock. The fair value of the derivative liability related to the embedded put option is included within SEPA liability on the condensed consolidated balance sheet, and was estimated at $
As consideration for the SEPA Investor’s commitment to purchase the shares of Common Stock pursuant to the SEPA, the Company incurred (i) a structuring fee payable to the SEPA Investor in the amount of $
During the three and six months ended June 30, 2025,
NOTE 12. STOCK-BASED COMPENSATION
As of June 30, 2025, the Company had an active stock-based incentive compensation plan and an employee stock purchase plan: the 2022 Equity Incentive Plan (the “2022 Plan”) and the 2022 Employee Stock Purchase Plan (the “ESPP”). All new equity compensation grants are issued under these two plans; however, outstanding awards previously issued under inactive plans will continue to vest and remain exercisable in accordance with the terms of the respective plans.
The 2022 Plan provides for the grant of stock and stock-based awards including stock options, restricted stock, restricted stock units, performance awards, and stock appreciation rights. As of June 30, 2025, there were approximately
Stock-Based Compensation Expense
Total stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations is classified as follows:
|
|
Three months ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Cost of revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and marketing |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The Company’s stock-based compensation expense is based on the value of the portion of stock-based payment awards that are ultimately expected to vest. During the three months ended June 30, 2025 and 2024, stock-based compensation relating to stock-based awards granted to consultants was $
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Restricted Stock Units
The Company grants Restricted Stock Units ("RSUs") to its employees for their services with a liquidity event requirement. The RSUs granted to employees vest over a period of time from the grant date and are subject to the participants continuing service to the Company over the period.
|
|
RSUs |
|
|||||
|
|
Number of Shares |
|
|
Weighted Average Grant Date Fair Value |
|
||
Unvested at December 31, 2024 |
|
|
|
|
$ |
|
||
RSUs vested |
|
|
( |
) |
|
$ |
|
|
RSUs forfeited |
|
|
( |
) |
|
$ |
|
|
Unvested at June 30, 2025 |
|
|
|
|
$ |
|
||
The total grant date fair value of RSUs awarded was
As of June 30, 2025, total unrecognized stock-based compensation costs related to RSUs were $
Stock Options
The Company's outstanding stock options generally expire
|
|
Number of Stock Options Outstanding |
|
|
Weighted-Average Exercise Price |
|
|
Weighted-Average Remaining Contractual Life (Years) |
|
|
Aggregate Intrinsic Value |
|
||||
Options outstanding at December 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Options cancelled or forfeited |
|
|
( |
) |
|
$ |
|
|
|
|
|
|
|
|||
Options outstanding at June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Options exercisable at June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Options vested and expected to vest at June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
The weighted-average grant date fair value of options granted to employees and consultants was nil and $
As of June 30, 2025, total unrecognized stock-based compensation cost related to stock options was $
The Company estimates the fair value of the options utilizing the Black-Scholes option pricing model, which is subjective and dependent upon several variables, including expected option term, expected volatility of the Company’s share price over the expected term, expected risk-free interest rate over the expected option term, and expected dividend yield rate over the expected option term, and actual forfeiture rates.
|
|
Six Months Ended June 30, |
||
|
|
2025 |
|
2024 |
Expected term (in years) |
|
N/A |
|
|
Expected volatility |
|
N/A |
|
|
Risk-free interest rate |
|
N/A |
|
|
Expected dividend yield |
|
N/A |
|
|
Common Stock Issued for Services
During the first quarter of 2025, the Company entered into arrangements with non-employee consultants for services to be provided in exchange for (i) the required issuance of
During the second quarter of 2025, the Company issued the
Equity-classified awards
Stock-based compensation expense for the equity-classified awards was recognized based on the fair value of the Company’s Common Stock on the date of grant over the requisite service period. For the three and six months ended June 30, 2025, the total stock-based compensation expense recognized for the
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equity-classified awards was $
Liability-classified awards
The liability-classified awards represented compensation for services to be provided over the term of the agreements and were measured based on a fixed monetary value to be paid to the non-employee consultants which will be settled by the issuance of a variable number of shares of Common Stock.
For the six months ended June 30, 2025, the total stock-based compensation expense recognized for the liability-classified awards was $
NOTE 13. INCOME TAX
Due to its current operating losses, the Company recorded
Due to the Company’s history of cumulative losses and after considering all the available objective evidence, management concluded that it is not more likely than not that all of the Company’s net deferred tax assets will be realized in the future. Accordingly, the Company’s deferred tax assets, which include net operating loss (“NOL”) carryforwards and tax credits related primarily to research and development, continue to be subject to a valuation allowance as of June 30, 2025. The Company expects to continue to maintain a full valuation allowance until there is sufficient evidence to support recoverability of its deferred tax assets.
Utilization of the NOL carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, and similar state provisions. Generally, in addition to certain entity reorganizations, the limitation applies when one or more "5-percent stockholders" increase their ownership, in the aggregate, by more than
On July 4, 2025, the One Big Beautiful Bill Act ("OBBB Act"), which includes a broad range of tax reform provisions, was signed into law in the United States and the Company continues to assess its impact. The Company currently does not expect the OBBB Act to have a material impact on its estimated annual effective tax rate in 2025.
NOTE 14. NET LOSS PER SHARE
Contingently issuable shares are included in basic and diluted earnings per share (“EPS") only when all specified contingencies other than time have been satisfied. Shares issuable in connection with the SEPA, excluding the shares issuable in connection with the remaining
Diluted EPS includes the dilutive effect of Common Stock equivalents and is computed using the weighted-average number of Common Stock and Common Stock equivalents outstanding during the reporting period. Diluted EPS for the three and six months ended June 30, 2025 and 2024 excluded Common Stock equivalents because the effect of their inclusion would be anti-dilutive or would decrease the reported loss per share.
|
|
Three and Six Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Stock options outstanding |
|
|
|
|
|
|
||
Junior Note Warrants |
|
|
|
|
|
|
||
Public Warrants |
|
|
|
|
|
|
||
June 2023 Senior Note Warrants |
|
|
|
|
|
|
||
August 2024 Warrants Issued with Junior Notes |
|
|
|
|
|
— |
|
|
Pre-funded warrants |
|
|
— |
|
|
|
|
|
Unvested restricted stock units |
|
|
|
|
|
|
||
If-converted Common Stock from Series A Preferred Stock(1) |
|
|
|
|
|
|
||
If-converted Common Stock from convertible notes |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
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NOTE 15. SEGMENT REPORTING
Operating segments are defined as components of an entity about which discrete financial information is evaluated regularly by the Chief Operating Decision Maker ("CODM") in deciding how to allocate resources and assess performance. The Company operates and manages its business as
The following table shows a reconciliation of the Company’s net loss, including the significant expense categories regularly provided to and reviewed by the CODM, as computed under U.S. GAAP, to the Company’s total net loss in the condensed consolidated statements of operations:
|
|
Three months ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Materials |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Direct labor |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Direct job costs |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Overhead |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total cost of revenue |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Gross margin |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and marketing |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other segment items (1) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Segment net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
NOTE 16. SUBSEQUENT EVENTS
Annual Meeting of Stockholders
On July 9, 2025, at the 2025 Annual Meeting, the Company's stockholders approved, among other things, (i) an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from
Convertible Debt
On July 16, 2025, the Company, in exchange for a capital infusion of $
On July 21, 2025, the Company entered into a Securities Purchase Agreement with Diagonal, pursuant to which, in exchange for a capital infusion of $
Issuances of Common Stock on conversion of the July Indigo Capital Convertible Note and the July Diagonal Convertible Note are limited to an amount equal to
33
Table of Contents
Convertible Note and the July Diagonal Convertible Note are also subordinate to the currently outstanding Series A Preferred Stock, solely with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.
The foregoing transaction documents contain customary representations, warranties, and covenants, including customary events of default including, but not limited to, failure to pay amounts due when required, default in covenants, and bankruptcy events.
3(a)(10) Claims Settlement
On July 17, 2025, the Company and Silverback Capital Corporation (“Silverback”) agreed to settle outstanding claims in an amount of not less than $
NYSE Regulation Notice of Noncompliance
On July 22, 2025, the NYSE notified the Company that it had accepted the Company’s plan outlining definitive actions that the Company has taken or will take to regain compliance with NYSE’s continued listing standards (the “Compliance Plan”) and granted a plan period through October 29, 2026 (the “Plan Period”).
As previously reported, on April 29, 2025, the Company received a Notice of Noncompliance (the “Notice”) from NYSE Regulation indicating that the Company was not in compliance with Section 1003(a)(i) of the Company Guide since it reported a stockholders’ deficit of $(
The NYSE will review the Company periodically for compliance with the Compliance Plan. If the Company is not in compliance with the continued listing standards by October 29, 2026, or if the Company does not make progress consistent with the Compliance Plan during the Plan Period, the NYSE American may initiate delisting proceedings as appropriate. However, the Company may appeal a staff delisting determination in accordance with the Company Guide.
NYSE’s acceptance of the Compliance Plan has no immediate effect on the listing or trading of the Company’s securities and the Company’s Common Stock will continue to trade on the NYSE American under the symbol “BURU” during the Plan Period with the designation of “.BC” to indicate that the Company is not in compliance with the NYSE American’s continued listing standards.
34
Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The interim financial statements included in this Quarterly Report and this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2024, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Annual Report filed with the SEC on April 15, 2025, as subsequently amended by the Form 10-K/A filed with the SEC on April 30, 2025 and the Form 10-K/A filed with the SEC on May 20, 2025 (as amended, the "Annual Report"). In addition to historical information, this discussion and analysis contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are subject to risks and uncertainties, including those under “Risk Factors” in this Quarterly Report and our Annual Report that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements.
Unless otherwise indicated, references in this section to “Nuburu,” “we,” “us,” “our” and the “Company” refer to Nuburu, Inc. and its consolidated subsidiary, Nuburu Subsidiary, Inc. Defined terms used herein and not otherwise defined are as defined in Part I, Item 1 of this Quarterly Report.
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
We have not yet achieved commercialization and expect continued losses until we can do so. We must rely on capital from investors to support our operations. During 2024 and the first half of 2025, management negotiated several funding agreements with multiple investors. However, the Company has not received the funding necessary to maintain operations or implement its business plan. Given the lack of sufficient funding, management initiated measures designed to reduce costs, which included implementing a furlough of employees. In response to the furloughs and financing challenges, several key employees have resigned entirely.
We generated total revenue of nil and $49,278 and had net losses of $12,224,975 and $12,638,883 during the three months ended June 30, 2025 and 2024, respectively, and generated total revenue of nil and $142,827 and had net losses of $28,836,400 and $18,343,981 during the six months ended June 30, 2025 and 2024, respectively.
The operating loss for the six months ended June 30, 2025 included $10,398,050 of non-cash interest expense recognized on remeasurement of the preferred stock liability. For additional information on this interest expense, see Note 9 to the condensed consolidated financial statements.
We expect to incur significant expenses and operating losses for the foreseeable future, as we:
Accordingly, we may seek to fund our operations through public or private equity financings, debt financings or other sources. However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. Our failure to raise capital or enter into such other arrangements as and when needed would have a negative impact on our financial condition.
Recent Developments and Financing Transactions
Inventory, Property and Equipment and Right-of-Use Asset Impairment
During the first quarter of 2025, in connection with our default under our lease and a default judgment obtained by the landlord against us, we (i) wrote down our inventory to a net realizable value of zero, (ii) wrote down the carrying value of our property and equipment, all of which was at the leased location, to a net book value of zero, and (iii) fully impaired the right-of-use asset associated with this lease, as we could no longer use the leased premises. For additional information, see Notes 1 and 3 to the condensed consolidated financial statements.
NYSE Regulation Notice of Noncompliance
On April 29, 2025, we received a Notice of Noncompliance (the “Notice”) from NYSE Regulation indicating that we were not in compliance with Section 1003(a)(i) of the NYSE American LLC Company Guide (the “Company Guide”), which requires a company to maintain stockholders’ equity of $2.0 million or more if it has reported losses from continuing operations or net losses in two of its three most recent fiscal years. The Notice had no immediate effect on the listing or trading of our securities and our Common Stock continues to trade on the NYSE American under the symbol “BURU” with the designation of “.BC” to indicate that we are not in compliance with the NYSE American’s continued listing standards.
As required by the Company Guide, on May 29, 2025, we submitted a detailed plan to NYSE Regulation advising of actions we have taken or will take to regain compliance with the continued listing standards (the “Compliance Plan”) by the compliance deadline of October 29, 2026, which includes the implementation of our previously announced Transformation Plan. On July 22, 2025, the NYSE American notified us that it had accepted our Compliance Plan and granted a plan period through October 29, 2026 (the “Plan Period”). NYSE American will review us periodically for compliance with the Compliance Plan. If we are not in compliance with the continued listing standards by October 29, 2026, or if we do not make progress consistent with the Compliance Plan during the Plan Period, NYSE American may initiate delisting proceedings as appropriate. However, we may appeal a staff delisting determination in accordance with the Company Guide.
We believe that, upon consummation of certain of the transactions that we have recently announced, we will be able to regain compliance. However, such
35
Table of Contents
transactions are subject to regulatory approvals, stockholder approval, and other closing conditions and, as a result, may not be consummated. Even if consummated, such transactions may not achieve the anticipated results or benefits to us.
NYSE American Delisting and Reinstatement
On June 13, 2024, NYSE American LLC announced that it had determined to commence proceedings to delist our Common Stock. Trading of our stock on NYSE American was immediately suspended and we commenced trading on the over-the-counter market.
On July 29, 2024, we received a notification from NYSE American informing us that we had resolved the continued listing deficiency with respect to low selling price as described in Section 1003(f)(v) of the NYSE American Company Guide. As a result, the staff of NYSE Regulation withdrew its delisting determination and lifted the trading suspension on our Common Stock. The Common Stock re-commenced trading on NYSE American on Friday, August 2, 2024 under the symbol “BURU.”
Reverse Stock Split
On February 22, 2024, we held a special meeting of stockholders where stockholders approved proposals to authorize the Company to effect a reverse stock split of our issued and outstanding Common Stock within a range from 1-for 30 to 1-for-75, with the exact ratio of the reverse stock split to be determined by our board of directors. On July 23, 2024, we effected a 1-for-40 reverse stock split (the "Reverse Stock Split").
SFE EI Senior Note Settlement Agreement and Company Funding
On January 13, 2025, we entered into a letter agreement with S.F.E. Equity Investments SARL (“SFE EI”), pursuant to which SFE EI agreed to engage in efforts and commit capital to finance the operations of the Company for the next twelve months pursuant to the Transformation Plan. In connection with the Transformation Plan, we agreed to certain governance changes.
Trumar Commitment Letter
On February 19, 2025, we entered into a commitment letter with Trumar Capital LLC ("TCEI") to acquire: (i) a license of certain technology that would allow us to expand our existing business within the defense sector; (ii) a controlling interest in a defense-tech company that specializes in the design, production, and outfitting of a diverse range of vehicles, including industrial and military applications, as well as electronic devices for defense and security, advanced telecommunications, and tracking systems; and (iii) a controlling interest in a Software as a Service (SaaS) startup focused on operational resilience.
The anticipated investments will occur in stages. The first stage, which has been completed, involved the purchase of a 20% ownership interest in TCEI for an aggregate price of $1.5 million in cash plus $23.5 million in notes.
On March 31, 2025, we also entered into a Joint Pursuit Agreement with the defense-tech company to allow both parties to jointly develop and market certain defense-related vehicles and services in advance of closing the full TCEI acquisition.
For additional information, see Note 6 to the condensed consolidated financial statements.
Standby Equity Purchase Agreement
On May 30, 2025, we entered into the Standby Equity Purchase Agreement (as it may be amended from time to time, the “SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited company (together with its successors or assigns, the “SEPA Investor”) pursuant to which we have the right to sell to the SEPA Investor up to $100 million of Common Stock (the “Commitment Amount”), subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. Sales under the SEPA are made through Advance Notices submitted by us, with each advance priced at 97% of the lowest daily VWAP over the three trading days following the notice, subject to volume and pricing limitations. We are not obligated to make any sales under the SEPA. Pursuant to NYSE American rules and the SEPA, we may not issue to the SEPA Investor shares exceeding 19.99% of the outstanding Common Stock as of the SEPA’s effective date (the “Share Cap”) unless shareholder approval is obtained or specified pricing thresholds are met. At our Annual Meeting of Stockholders held on July 9, 2025 (the “2025 Annual Meeting”), our stockholders approved issuances of shares of Common Stock to the SEPA Investor in excess of the Share Cap. Additionally, the SEPA Investor’s beneficial ownership is capped at 4.99%. The SEPA will terminate on the earlier of 36 months from execution or full utilization of the Commitment Amount, and may be terminated earlier by us with five trading days’ written notice, subject to certain conditions.
As consideration for the SEPA Investor’s commitment to purchase the shares of Common Stock pursuant to the SEPA, we incurred (i) a structuring fee payable to the SEPA Investor in the amount of $25,000 and (ii) a commitment fee payable to the SEPA Investor in Common Stock in an amount equal to 1% of the Commitment Amount, or $1,000,000, to be paid 50% on execution of the SEPA and 50% 90 days following the date of the SEPA. Such fees are included within deferred financing costs on the condensed consolidated balance sheet as of June 30, 2025, and will be recorded as a reduction to additional paid-in capital as shares of Common Stock under the SEPA are issued. Additionally, we incurred legal expenses of $50,000 related to the issuance of the SEPA, which are included within other gain (loss), net on the condensed consolidated statements of operations for the three and six months ended June 30, 2025. The 50% portion of the commitment fee payable that was owed at execution of the SEPA resulted in the issuance of 1,332,623 shares of Common Stock to the SEPA Investor during the second quarter of 2025.
During the three and six months ended June 30, 2025, no shares of Common Stock were sold pursuant to the SEPA, as the Company did not yet have a registration statement registering the resale of the shares of Common Stock issuable under the SEPA declared effective by the SEC. On July 24, 2025, a registration statement was declared effective by the SEC allowing the SEPA Investor to resell up to 20 million shares of Common Stock.
For additional information regarding the SEPA, see Note 11 to the condensed consolidated financial statements.
Convertible Note Receivable
On March 14, 2025, we entered into a convertible facility with Supply@ME Capital Plc (“SYME”) to loan SYME up to $5.15 million (the “Convertible Note Receivable”). SYME is a fintech platform focused on Inventory Monetisation© solutions for manufacturing and trading companies, of which $650,000 was
36
Table of Contents
funded under the Convertible Note Receivable as of June 30, 2025, with full funding expected to occur by the end of the third quarter of 2025. For additional information, see Note 5 to the condensed consolidated financial statements.
Liqueous Settlement Agreement
In January 2025 and April 2025, in connection with a settlement and mutual release agreement entered into between Liqueous LP (“Liqueous”) and us (the "Liqueous Settlement Agreement"), as amended, the parties provided an immediate mutual release of claims and obligations through payments from Liqueous to us in an aggregate $1,450,000, of which $1,000,000 was paid during the first quarter of 2025. Such payment was made in connection with the issuance of the remaining 9,186,581 shares issued to extinguish an aggregate $411,865 of principal and accrued interest under the Junior Notes and, accordingly, reduced the loss on extinguishment of notes payable recorded in the six months ended June 30, 2025. In April 2025, we received $300,000 of the remaining $450,000 agreed upon under the Liqueous Settlement Agreement, which was recorded with other income (loss), net as a gain on settlement during the three and six months ended June 30, 2025. For additional information, see Note 6 to the condensed consolidated financial statements.
In the first quarter of 2025, in connection with the Liqueous Settlement Agreement, as amended, we agreed to (i) modify 665,410 outstanding equity-classified Pre-Funded Warrants issued in connection with its Pre-Funded Warrant Purchase Program during 2024, resulting in the issuance of 3,647,416 equity-classified pre-funded warrants outstanding immediately after the modification exercisable into Common Stock and (ii) modify the remaining 171,706 outstanding equity-classified Pre-Funded Warrants issued in connection with the Program during 2024, resulting in 9,360,888 pre-funded warrants outstanding immediately after the modification that were concurrently exercised into 9,360,888 shares of Common Stock of the Company for no additional cash consideration, as the modified pre-funded warrants had a nominal exercise price (the "Pre-Funded Warrants Modification"). The 3,647,416 outstanding warrants were exercised into 3,647,416 shares of Common Stock for no additional cash consideration, as the pre-funded warrants had a nominal exercise price. Additionally, we agreed to issue 6,406,225 pre-funded warrants exercisable into Common Stock, which included a nominal exercise price, to extinguish the Liqueous Obligation,, as defined and described in Note 8 to the condensed consolidated financial statements, which, was amended in April 2025 through an additional amendment to the Liqueous Settlement Agreement, whereby we agreed to settle the Liqueous Obligation through the issuance of 9,090,959 shares of Common Stock. As the Common Stock was not yet issued as of June 30, 2025, we continued to remain legally obligated under the terms of the Liqueous Obligation as of June 30, 2025.
For additional information, see Notes 8 and 10 to the condensed consolidated financial statements.
Indigo Capital Convertible Notes, Agile Note, Diagonal Convertible Note, Boot Convertible Note, Brick Lane Convertible Notes, Bomore Convertible Notes, Torcross Convertible Notes and Yorkville Promissory Note
During the first and second quarter of 2025, we entered into certain convertible notes with various third parties. For additional information, see Note 8 to the condensed consolidated financial statements.
Junior Notes, Senior Notes, August 2024 Convertible Notes and Foreclosure Collateral Sale
During the first quarter of 2025, we fully extinguished our (i) Junior Notes and Senior Notes in connection with certain conversions and as part of a foreclosure process initiated by certain investors (the “Foreclosure”) and (ii) August 2024 Convertible Notes (each as defined and described in Note 8 to the condensed consolidated financial statements). For additional information, see Note 8 to the condensed consolidated financial statements.
Master Agreement with Liqueous
On October 1, 2024, we entered into the Master Agreement with Liqueous pursuant to which we and Liqueous established a strategic financing framework for short-term and long-term financing for the Company. The Master Agreement provided for: (i) an immediate capital infusion from Liqueous of $3.0 million at the current market price, (ii) subsequent weekly capital infusions of $1,250,000 at market price until an additional $10 million has been invested; (iii) the acquisition and conversion of certain outstanding notes, with each $1.00 of debt converted into $2.00 of Common Stock at market price; (iv) an adjustment to current market price of certain outstanding pre-funded warrants held by Liqueous having a current cash value of approximately $2.2 million; and (v) the implementation of a $50 million equity line of credit ("ELOC") pursuant to which we may require Liqueous to purchase Common Stock from time-to-time in the amounts and for the prices determined in accordance with the terms of the ELOC. Following the Liqueous Settlement Agreement, as amended, the ELOC will not be implemented and no additional equity will be sold to Liqueous, other than as set forth in the Liqueous Settlement Agreement, as amended.
Components of Statements of Operations
Revenue
Revenue consists of revenue recognized from sales and installation services of high-powered lasers. We have customers in the United States, Europe and Asia. In all sales arrangements, revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to receive in exchange for those goods or services.
Cost of Revenue
Cost of revenue primarily consists of the cost of materials, overhead and employee compensation associated with the manufacturing of our high-powered lasers. Product cost also includes lower of cost or net realizable value inventory (“LCNRV”) adjustments if the carrying value of the inventory is greater than its net realizable value as well as adjustments for excess or obsolete inventory.
Operating Expenses
As described above, during 2024, management initiated measures designed to reduce costs, which included implementing a furlough of employees. This significantly impacted commercialization and operations, particularly in the second half of 2024 and continuing in 2025.
Research and Development
Research and development expenses consist primarily of compensation and related costs for personnel, including stock-based compensation, employee benefits, training, travel, third-party consulting services, laboratory supplies, and research and development equipment depreciation incurred to further our
37
Table of Contents
commercialization development efforts. We expense research and development costs as incurred. We anticipate research and development expenses to increase significantly as we expand our product portfolio.
Selling and Marketing
Selling and marketing expenses consist primarily of compensation and related costs for our direct sales force, sales management, and marketing and include stock-based compensation, employee benefits, and travel for selling and marketing employees as well as costs related to trade shows, marketing programs. third-party consulting expenses, and application lab depreciation expenses. We expense selling and marketing costs as incurred. We expect selling and marketing expenses to increase in future periods as we expand our sales force, marketing, and customer support organizations and increase our participation in trade shows and marketing programs.
General and Administrative
Our general and administrative expenses consist primarily of compensation and related costs for our finance, human resources and other administrative personnel, and include stock-based compensation, employee benefits and travel expenses. In addition, general and administrative expenses include our third-party consulting and advisory services, legal, audit, accounting services and facilities costs. We expect our general and administrative expenses to increase for the foreseeable future as we scale headcount with the growth of our business, and as a result of operating as a public company, including compliance with the rules and regulations of the SEC, legal, audit, additional insurance expenses, investor relations activities, and other administrative and professional services.
Interest Income
Interest income consists primarily of interest income received on our cash and cash equivalents.
Interest Expense
Interest expense consists primarily of interest owed on our outstanding debt and amortization of deferred financing costs, as further described in Note 8 in the condensed consolidated financial statements included in Item 1 of this Quarterly Report.
Change in Fair Value of Warrant Liabilities
Change in fair value of warrant liabilities consists of non-cash gains or losses recognized based on the change in the fair value of our liability-classified warrants, which are re-measured to fair value at each balance sheet date with the corresponding gain or loss from the adjustment. Refer to Notes 4 and 10 in the condensed consolidated financial statements included in Item 1 of this Quarterly Report for more information.
Change in Fair Value of Derivative Liability
Change in fair value of derivative liability consists of non-cash gains or losses recognized based on the change in the fair value of the embedded derivatives under the August 2024 Convertible Notes that were required to be bifurcated from the host instrument and accounted for at fair value at issuance, as well as each subsequent balance sheet date. Refer to Notes 4 and 8 in the condensed consolidated financial statements included in Item 1 of this Quarterly Report for more information.
Change in Fair Value of Convertible Note Receivable
Change in fair value of convertible note receivable relates to the unrealized gain or loss resulting from the change in fair value of the Convertible Note Receivable for which the fair value option has been elected. This amount reflects the remeasurement of the asset to its current fair value as of the reporting date.
Change in Fair Value of Notes Payable
Change in fair value of notes payable relates to the unrealized gain or loss resulting from the change in fair value of debt instruments for which the fair value option has been elected. This amount reflects the remeasurement of such liabilities to their current fair value as of the reporting date.
Change in Fair Value of SEPA Liability
Change in fair value of SEPA liability relates to the unrealized gain or loss resulting from the change in the fair value of the SEPA liability, which includes (i) the fair value related to the unissued shares for the commitment fee and (ii) the fair value of the put option.
Loss on Issuance of Notes Payable
Loss on issuance of notes payable relates to the excess of the initial fair value of certain debt instruments accounted for under the fair value option over the proceeds received.
Loss on Issuance of SEPA
Loss on issuance of SEPA relates to the initial fair value of the SEPA put right at inception of the SEPA on May 30, 2025.
Loss on Extinguishment of Notes Payable
Loss on extinguishment of notes payable consists of losses incurred to extinguish debt during the periods presented due to (i) the reacquisition value of the debt exceeding its carrying amount and (ii) the sale of collateral. Refer to Note 8 in the condensed consolidated financial statements included for additional information.
SEPA fees and issuance costs
SEPA fees and issuance costs relates to fees and issuance costs incurred in connection with the SEPA. For additional information regarding the SEPA, see Note 11 to the condensed consolidated financial statements.
Gain on Sale of Intellectual Property Intangible Assets
38
Table of Contents
Gain on sale of intellectual property intangible assets primarily relates to the sale of collateral to the lenders holding both the outstanding Senior Convertible Notes and Junior Notes in exchange for a full discharge and extinguishment of our Junior Notes and Senior Convertible Notes, as further described in Note 8 in the condensed consolidated financial statements.
Loss on Impairment of Inventories, Property and Equipment and Operating Lease Right-of-Use Asset
Loss on impairment of inventories, property and equipment and operating lease right-of-use asset relates to write-downs and impairments recorded on our inventories, property and equipment and right-of-use-asset in connection with our default under our lease, and ultimate judgment obtained by the Landlord, in April 2025. For additional information, see Notes 1, 3 and 6 to the condensed consolidated financial statements.
Interest Expense Recognized on Remeasurement of Preferred Stock Liability
Interest expense recognized on remeasurement of preferred stock liability relates to the subsequent remeasurement of the preferred stock liability after issuance through March 31, 2025 in connection with the reclassification of the preferred stock from mezzanine equity to a short-term liability on January 31, 2025. For additional information, see Note 9.
Results of Operations
Comparison of the three months ended June 30, 2025 and 2024
The following table sets forth our operations for the periods presented:
|
|
Three Months Ended |
|
|
|
|
||||||
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Revenue |
|
$ |
— |
|
|
$ |
49,278 |
|
|
$ |
(49,278 |
) |
Cost of revenue |
|
|
(4,538 |
) |
|
|
733,726 |
|
|
|
(738,264 |
) |
Gross margin |
|
|
4,538 |
|
|
|
(684,448 |
) |
|
|
688,986 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|||
Research and development |
|
|
— |
|
|
|
683,381 |
|
|
|
(683,381 |
) |
Selling and marketing |
|
|
526,996 |
|
|
|
(73,070 |
) |
|
|
600,066 |
|
General and administrative |
|
|
4,095,229 |
|
|
|
1,940,448 |
|
|
|
2,154,781 |
|
Total operating expenses |
|
|
4,622,225 |
|
|
|
2,550,759 |
|
|
|
2,071,466 |
|
Loss from operations |
|
|
(4,617,687 |
) |
|
|
(3,235,207 |
) |
|
|
(1,382,480 |
) |
Non-operating income (loss): |
|
|
|
|
|
|
|
|
|
|||
Interest income |
|
|
19,194 |
|
|
|
4,741 |
|
|
|
14,453 |
|
Interest expense |
|
|
(160,952 |
) |
|
|
(1,115,953 |
) |
|
|
955,001 |
|
Change in fair value of warrant liabilities |
|
|
(16,986 |
) |
|
|
1,783,201 |
|
|
|
(1,800,187 |
) |
Change in fair value of convertible note receivable |
|
|
(11,400 |
) |
|
|
— |
|
|
|
(11,400 |
) |
Change in fair value of notes payable |
|
|
(1,422,895 |
) |
|
|
— |
|
|
|
(1,422,895 |
) |
Change in fair value of SEPA liability |
|
|
(260,507 |
) |
|
|
— |
|
|
|
(260,507 |
) |
Loss on issuance of notes payable |
|
|
(766,296 |
) |
|
|
— |
|
|
|
(766,296 |
) |
Loss on issuance of SEPA |
|
|
(2,582,724 |
) |
|
|
— |
|
|
|
(2,582,724 |
) |
Loss on extinguishment of notes payable |
|
|
(1,375,819 |
) |
|
|
(10,293,834 |
) |
|
|
8,918,015 |
|
SEPA fees and issuance costs |
|
|
(1,075,000 |
) |
|
|
— |
|
|
|
(1,075,000 |
) |
Other gain (loss), net |
|
|
46,097 |
|
|
|
218,169 |
|
|
|
(172,072 |
) |
Loss before provision for income taxes |
|
|
(12,224,975 |
) |
|
|
(12,638,883 |
) |
|
|
413,908 |
|
Provision for income taxes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net loss |
|
$ |
(12,224,975 |
) |
|
$ |
(12,638,883 |
) |
|
$ |
413,908 |
|
Revenue. Revenue decreased $49,278 during the three months ended June 30, 2025 compared to the same period in 2024. This decrease is primarily due to the measures implemented by management during 2024 and continued into the first half of 2025, designed to reduce costs, which included implementing a furlough of employees that significantly impacted commercialization and operations.
Cost of Revenue. Cost of revenue decreased $738,264 during the three months ended June 30, 2025 compared to the same period in 2024. This decrease is primarily due to a period-over-period decrease of approximately (i) $606,000 of direct labor and job costs and (ii) $131,000 in overhead, due to decreased production of the laser systems related to the measures implemented by management during 2024 designed to reduce costs, which included implementing a furlough of employees that significantly impacted commercialization and operations and has had a continued impact into the second quarter of 2025.
Research and Development. Research and development expenses decreased $683,381 during the three months ended June 30, 2025 compared to the same period in 2024. This decrease is primarily due to decreases in (i) personnel costs of approximately $449,000, due primarily to the furlough of research and development employees as part of the cost reduction measures instituted by management which began during 2024 and continued into 2025, (ii) spend on the BLTM series of approximately $48,000, (iii) depreciation expense of approximately $41,000, due to the write-down of property and equipment to a net book value of zero during the first quarter of 2025, and (iv) stock-based compensation expense of approximately $127,000, due primarily to the furlough of research and development employees as part of the cost reduction measures instituted by management discussed above. For additional information on the write-down of property and equipment, see Notes 1 and 3 to the condensed consolidated financial statements.
39
Table of Contents
Selling and Marketing. Selling and marketing expenses increased $600,066 during the three months ended June 30, 2025 compared to the same period in 2024. This increase is primarily due to increases in (i) professional and consulting related expenses of approximately $370,000, (ii) stock-based compensation expense of approximately $282,000, primarily related to the forfeiture of an employee's unvested awards upon his resignation in April 2024 that resulted in a large reversal of expense in the second quarter of 2024, and (iii) marketing expenses of approximately $150,000, partially offset by decreases in (iv) payroll expenses of approximately $166,000, primarily as a result of the cost reduction measures instituted by management which began during 2024 and continued into 2025, and (v) depreciation expense of approximately $48,000, due to the write-down of property and equipment to a net book value of zero during the first quarter of 2025. For additional information on the write-down of property and equipment, see Notes 1 and 3 to the condensed consolidated financial statements.
General and Administrative. General and administrative expenses increased $2,154,781 during the three months ended June 30, 2025 compared to the same period in 2024. This increase is primarily driven by increases in (i) accounting and audit services of approximately $1,200,000, (ii) professional and consulting services of approximately $702,000 (iii) acquisition-related expenses of approximately $735,000, and (iv) board of director fees of approximately $125,000, partially offset by decreases in (v) stock-based compensation expense of approximately $188,000, due primarily to the cost reduction measures instituted by management which began during 2024 and continued into 2025, (vi) rent expense of approximately $160,000, due to the termination of the Company’s operating lease agreement (see Note 6 for additional information) and (vii) personnel costs of approximately $148,000, primarily as a result of the cost reduction measures instituted by management which began during 2024 and continued into 2025.
Interest Expense. Interest expense decreased $955,001 during the three months ended June 30, 2025 compared to the same period in 2024, primarily due to lower interest-bearing debt balances. Interest expense during the three months ended June 30, 2025 was comprised primarily of interest accrued on the Agile Note and the Liqueous Obligation. Refer to Note 8 in the condensed consolidated financial statements included herein for additional information on our debt obligations.
Change in Fair Value of Warrant Liabilities. We recorded a loss of $16,986 during the three months ended June 30, 2025, which largely resulted from an increase in the Company's share price between March 31, 2025 and June 30, 2025. We recorded a gain of $1,783,201 in the second quarter of 2024, which resulted from the decrease in the fair value of the Junior Note Warrants between March 31, 2024 and June 30, 2024.
Change in Fair Value of Convertible Note Receivable. We recorded a gain of $11,400 during the three months ended June 30, 2025, which relates to the increase in fair value of the Convertible Note Receivable, primarily due to a decrease in the Company's stock price and remaining term to maturity. For additional information, see Note 5 to the condensed consolidated financial statements.
Change in Fair Value of Notes Payable. We recorded a loss of $1,422,895 during the three months ended June 30, 2025, which primarily relates to an increase in fair value of $1,160,158 of the Indigo Capital Convertible Notes upon conversion of contractual principal of $725,000, largely due to an increase in the Company's share price from March 31, 2025 through the conversion date in May 2025. For additional information, see Note 8 to the condensed consolidated financial statements.
Change in Fair Value of SEPA Liability. We recorded a loss of $260,507 during the three months ended June 30, 2025 related to the increase in the fair value of the SEPA liability, primarily due to the increase in the fair value of the put option.
Loss on Issuance of Notes Payable. We recorded a loss of $766,296 during the three months ended June 30, 2025, primarily related to an aggregate excess of $617,693 in the initial fair value of certain of the Indigo Capital Convertible Notes, Diagonal Convertible Notes, and Brick Lane Convertible Notes over the proceeds received.
Loss on Issuance of SEPA. We recorded a loss of $2,582,724 during the three months ended June 30, 2025 related to the initial fair value of the SEPA put option at inception of the SEPA on May 30, 2025. For additional information regarding the SEPA, see Note 11 to the condensed consolidated financial statements.
Loss on Extinguishment of Notes Payable. We recorded a loss on the extinguishment of notes payable of $1,375,819 during the three months ended June 30, 2025, which primarily comprises (i) $1,071,997 related to the excess of the fair value of the Brick Lane Exchange Convertible Note at issuance and the carrying value of the 100,000 shares of the Company's outstanding Series A Preferred Stock that was extinguished, (ii) $163,500 related to the issuance of the April Indigo Capital Exchange Convertible Note in exchange for the extinguishment of an existing unsecured promissory note of the Company with a carrying value of $2,108,523, and (iii) $140,323 related to the excess of the fair value of the Bomore Exchange Convertible Note at issuance and the carrying value of the 100,000 shares of the Company's outstanding Series A Preferred Stock that was extinguished. For further information, see Note 8 to the condensed consolidated financial statements.
In the second quarter of 2024, we issued 2,248,312 shares to noteholders to extinguish $4.0 million of principal of Senior Notes and Junior Notes, as well as $106,050 of interest accrued on the Senior Notes. The reacquisition value of the debt was higher than the related carrying value, and thus resulted in a loss on debt extinguishment of $10,346,108 for the three months ended June 30, 2024.
SEPA Fees and Issuance Costs. We recorded $1,075,000 of SEPA fees and issuance costs during the three months ended June 30, 2025, which relates to (i) a structuring fee payable to the SEPA Investor in the amount of $25,000, (ii) a commitment fee payable to the SEPA Investor in Common Stock in an amount equal to 1% of the Commitment Amount, or $1,000,000, to be paid 50% on execution of the SEPA, which resulted in the issuance of 1,332,623 shares of Common Stock to the SEPA Investor during the second quarter of 2025, and 50% 90 days following the date of the SEPA and (iii) legal expenses of $50,000 related to the issuance of the SEPA. For additional information regarding the SEPA, see Note 11 to the condensed consolidated financial statements.
40
Table of Contents
Comparison of the six months ended June 30, 2025 and 2024
The following tables set forth our operations for the six months ended June 30, 2025 and 2024:
|
|
Six Months Ended |
|
|
|
|
||||||
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Revenue |
|
$ |
— |
|
|
$ |
142,827 |
|
|
$ |
(142,827 |
) |
Cost of revenue |
|
|
231,179 |
|
|
|
1,590,682 |
|
|
|
(1,359,503 |
) |
Gross margin |
|
|
(231,179 |
) |
|
|
(1,447,855 |
) |
|
|
1,216,676 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|||
Research and development |
|
|
184,563 |
|
|
|
1,449,876 |
|
|
|
(1,265,313 |
) |
Selling and marketing |
|
|
1,070,333 |
|
|
|
272,520 |
|
|
|
797,813 |
|
General and administrative |
|
|
6,174,034 |
|
|
|
4,593,243 |
|
|
|
1,580,791 |
|
Total operating expenses |
|
|
7,428,930 |
|
|
|
6,315,639 |
|
|
|
1,113,291 |
|
Loss from operations |
|
|
(7,660,109 |
) |
|
|
(7,763,494 |
) |
|
|
103,385 |
|
Non-operating income (loss): |
|
|
|
|
|
|
|
|
|
|||
Interest income |
|
|
26,579 |
|
|
|
16,481 |
|
|
|
10,098 |
|
Interest expense |
|
|
(354,432 |
) |
|
|
(2,307,815 |
) |
|
|
1,953,383 |
|
Change in fair value of warrant liabilities |
|
|
110,314 |
|
|
|
1,786,512 |
|
|
|
(1,676,198 |
) |
Change in fair value of derivative liability |
|
|
37,900 |
|
|
|
— |
|
|
|
37,900 |
|
Change in fair value of convertible note receivable |
|
|
(11,400 |
) |
|
|
— |
|
|
|
(11,400 |
) |
Change in fair value of notes payable |
|
|
(1,166,373 |
) |
|
|
— |
|
|
|
(1,166,373 |
) |
Change in fair value of SEPA liability |
|
|
(260,507 |
) |
|
|
— |
|
|
|
(260,507 |
) |
Loss on issuance of notes payable |
|
|
(1,474,096 |
) |
|
|
— |
|
|
|
(1,474,096 |
) |
Loss on issuance of SEPA |
|
|
(2,582,724 |
) |
|
|
— |
|
|
|
(2,582,724 |
) |
Loss on extinguishment of notes payable |
|
|
(6,873,335 |
) |
|
|
(10,293,834 |
) |
|
|
3,420,499 |
|
SEPA fees and issuance costs |
|
|
(1,075,000 |
) |
|
|
— |
|
|
|
(1,075,000 |
) |
Gain on sale of intellectual property intangible assets |
|
|
8,961,872 |
|
|
|
— |
|
|
|
8,961,872 |
|
Loss on impairment of inventories, property and equipment and operating lease right-of-use asset |
|
|
(6,064,823 |
) |
|
|
— |
|
|
|
(6,064,823 |
) |
Interest expense recognized on remeasurement of preferred stock liability |
|
|
(10,398,050 |
) |
|
|
— |
|
|
|
(10,398,050 |
) |
Other gain (loss), net |
|
|
(52,216 |
) |
|
|
218,169 |
|
|
|
(270,385 |
) |
Loss before provision for income taxes |
|
|
(28,836,400 |
) |
|
|
(18,343,981 |
) |
|
|
(10,492,419 |
) |
Provision for income taxes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net loss |
|
$ |
(28,836,400 |
) |
|
$ |
(18,343,981 |
) |
|
$ |
(10,492,419 |
) |
Revenue. Revenue decreased $142,827 during the six months ended June 30, 2025 compared to the same period in 2024. This decrease is primarily due to the measures implemented by management during 2024 and continued into the first half of 2025, designed to reduce costs, which included implementing a furlough of employees that significantly impacted commercialization and operations.
Cost of Revenue. Cost of revenue decreased $1,359,503 during the six months ended June 30, 2025 compared to the same period in 2024. This decrease is primarily due to a period-over-period decrease of approximately (i) $1,075,000 of direct labor and job costs and (ii) $251,000 in overhead, due to decreased production of the laser systems related to the measures implemented by management during 2024 designed to reduce costs, which included implementing a furlough of employees that significantly impacted commercialization and operations and has had a continued impact into the first two quarters of 2025.
Research and Development. Research and development expenses decreased $1,265,313 during the six months ended June 30, 2025 compared to the same period in 2024. This decrease is primarily due to decreases in (i) personnel costs of approximately $851,000, due primarily to the furlough of research and development employees as part of the cost reduction measures instituted by management which began during 2024 and continued into 2025, (ii) spend on the BLTM series of approximately $138,000, (iii) stock-based compensation expenses of approximately $173,000, due primarily to the furlough of research and development employees as part of the cost reduction measures instituted by management discussed above, and (iv) depreciation expense of approximately $58,000 due to the write-down of property and equipment to a net book value of zero during the first quarter of 2025. For additional information on the write-down of property and equipment, see Notes 1 and 3 to the condensed consolidated financial statements.
Selling and Marketing. Selling and marketing expenses increased $797,813 during the six months ended June 30, 2025 compared to the same period in 2024. This increase is primarily due to increases in (i) professional and consulting related expenses of approximately $600,000, (ii) stock-based compensation expense of approximately $398,000, primarily related to the forfeiture of an employee's unvested awards upon his resignation in April 2024 that resulted in a large reversal of expense in the second quarter of 2024, and (iii) marketing expenses of approximately $216,000, partially offset by decreases in (iv) payroll expenses of approximately $323,000, primarily as a result of the cost reduction measures instituted by management which began during 2024 and continued into 2025 and (v) depreciation expense of approximately $48,000 due to the write-down of property and equipment to a net book value of zero during the first quarter of 2025. For additional information on the write-down of property and equipment, see Notes 1 and 3 to the condensed consolidated financial statements.
41
Table of Contents
General and Administrative. General and administrative expenses increased $1,580,791 during the six months ended June 30, 2025 compared to the same period in 2024. This increase is primarily driven by increases in (i) accounting and audit services of approximately $1,640,000, (ii) acquisition-related expenses of approximately $735,000, (iii) professional and consulting services of approximately $286,000 and (iv) depreciation expense of approximately $210,000 due to the write-down of property and equipment to a net book value of zero during the first quarter of 2025, partially offset by decreases in (v) stock-based compensation expenses of approximately $355,000, due primarily to the cost reduction measures instituted by management which began during 2024 and continued into 2025, (vi) personnel costs of approximately $398,000, primarily as a result of the cost reduction measures instituted by management which began during 2024 and continued into 2025, and (vii) rent expense of approximately $97,000 due to the termination of the Company’s operating lease agreement (see Note 6 for additional information).
Interest Expense. Interest expense decreased $1,953,383 during the six months ended June 30, 2025 compared to the same period in 2024 primarily due to lower interest-bearing debt balances between periods, due to the extinguishment of certain notes, as detailed in Note 8. Interest expense during the six months ended June 30, 2025 was comprised primarily of interest accrued on the Senior Convertible Notes, Junior Notes, August 2024 Convertible Notes, Agile Note and Liqueous Obligation. Interest expense in the first half of 2024 was comprised of interest accrued on the Senior Convertible Notes and Junior Notes and debt discount amortization for the Junior Notes. For more information on our debt obligations, refer to Note 8. to the condensed consolidated financial statements.
Change in Fair Value of Warrant Liabilities, net. We recorded a gain of $110,314 during the six months ended June 30, 2025, which largely resulted from a decrease in the Company's share price between December 31, 2024 and June 30, 2025. During the six months ended June 30, 2024, we recorded a gain of $1,786,512 which resulted from the decrease in the fair value of the Junior Note Warrants between December 31, 2023 and June 30, 2024.
Change in Fair Value of Derivative Liability. We recorded a gain of $37,900 during the six months ended June 30, 2025, as the August 2024 Convertible Notes were extinguished during the six months ended June 30, 2025. For additional information, see Note 8 to the condensed consolidated financial statements.
Change in Fair Value of Convertible Note Receivable. We recorded a gain of $11,400 during the six months ended June 30, 2025, which relates to the increase in fair value of the Convertible Note Receivable, primarily due to a decrease in the Company's stock price and remaining term to maturity. For additional information, see Note 5 to the condensed consolidated financial statements.
Change in Fair Value of Notes Payable. We recorded a loss of $1,166,373 during the six months ended June 30, 2025, which resulted from (i) a loss due to the increase in fair value of $1,160,158 of the Indigo Capital Convertible Notes upon conversion of contractual principal of $725,000, largely due to an increase in the Company's share price from March 31, 2025 through the conversion date in May 2025, (ii) a gain of $132,508 related to the decrease in the fair value of the Indigo Capital Convertible Notes, largely due to a decrease in the Company's share price from the time of the issuance in early March 2025 through March 31, 2025, and (ii) a gain of $124,014 related to the conversion of $307,320 of contractual principal under the Indigo Capital Exchange Convertible Notes. For additional information, see Note 8 to the condensed consolidated financial statements.
Change in Fair Value of SEPA Liability. We recorded a loss of $260,507 during the six months ended June 30, 2025 related to the increase in the fair value of the SEPA liability, primarily due to the increase in the fair value of the put option.
Loss on Issuance of Notes Payable. We recorded a loss of $1,474,096 during the six months ended June 30, 2025, primarily related to (i) an aggregate excess of $707,800 in the initial fair value of the Indigo Capital Convertible Notes over the proceeds received during the first quarter of 2025 and (ii) an aggregate excess of $617,693 in the initial fair value of certain of the Indigo Capital Convertible Notes, Diagonal Convertible Notes and Brick Lane Convertible Notes over the proceeds received during the second quarter of 2025.
Loss on Issuance of SEPA. We recorded a loss of $2,582,724 during the six months ended June 30, 2025 related to the initial fair value of the SEPA put option at inception of the SEPA on May 30, 2025. For additional information regarding the SEPA, see Note 11 to the condensed consolidated financial statements.
Loss on Extinguishment of Notes Payable. During the six months ended June 30, 2025, we recorded a loss on the extinguishment of notes payable of $6,873,335, which primarily is comprised of (i) $2,123,403 related to excess of the initial fair value of $3,003,300 of the March Indigo Capital Exchange Convertible Note over the carrying amount of the August 2024 Convertible Notes, (ii) $1,682,641 related to the sale of collateral, further described in Note 8 to the condensed consolidated financial statements, (iii) $1,174,519 related to the issuance of 9,186,581 shares to holders of Junior Notes to extinguish an aggregate $411,865 of principal and accrued interest under the Junior Notes, (iv) $1,071,997 related to the excess of the fair value of the Brick Lane Exchange Convertible Note at issuance and the carrying value of the 100,000 shares of the Company's outstanding Series A Preferred Stock that was extinguished, (v) $480,399 related to the issuance of 1,878,620 shares to Esousa to extinguish an aggregate $389,375 of principal and accrued interest under the August 2024 Convertible Notes, (vi) $163,500 related to the issuance of the April Indigo Capital Exchange Convertible Note in exchange for the extinguishment of an existing unsecured promissory note of the Company with a carrying value of $2,108,523, and (vii) $140,323 related to the excess of the fair value of the Bomore Exchange Convertible Note at issuance and the carrying value of the 100,000 shares of the Company's outstanding Series A Preferred Stock that was extinguished. For further information, see Note 8 to the condensed consolidated financial statements.
In the first half of 2024, we issued 2,248,312 shares to noteholders to extinguish $4.0 million of principal of Senior Notes and Junior Notes, as well as $106,050 of interest accrued on the Senior Notes. The reacquisition value of the debt was higher than the related carrying value, and thus resulted in a loss on debt extinguishment of $10,346,108 for the six months ended June 30, 2024.
SEPA Fees and Issuance Costs. We recorded $1,075,000 of SEPA fees and issuance costs during the six months ended June 30, 2025, which relates to (i) a structuring fee payable to the SEPA Investor in the amount of $25,000, (ii) a commitment fee payable to the SEPA Investor in Common Stock in an amount equal to 1% of the Commitment Amount, or $1,000,000, to be paid 50% on execution of the SEPA, which resulted in the issuance of 1,332,623 shares of Common Stock to the SEPA Investor during the second quarter of 2025, and 50% 90 days following the date of the SEPA and (iii) legal expenses of $50,000 related to the issuance of the SEPA. For additional information regarding the SEPA, see Note 11 to the condensed consolidated financial statements.
Gain on Sale of Intellectual Property Intangible Assets. We recorded a gain on the sale of intellectual property of $8,961,872 during the six months ended June 30, 2025, which primarily related to the sale of collateral to extinguish the remaining outstanding Junior Notes and Senior Convertible Notes, as further described in Note 8 to the condensed consolidated financial statements.
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Loss on Impairment of Inventories, Property and Equipment and Operating Lease Right-of-Use Asset. We recorded a loss on impairment of inventories, property and equipment and operating lease right-of-use asset of $6,064,823 related to write-downs and impairments recorded on our inventories, property and equipment and right-of-use-asset in connection with our default under our lease, and ultimate judgment obtained by the Landlord, in April 2025. For additional information, see Notes 1, 3, and 6 to the condensed consolidated financial statements.
Interest Expense Recognized on Remeasurement of Preferred Stock Liability. We recorded non-cash interest expense of $10,398,050 related to the subsequent remeasurement of the preferred stock liability after issuance through March 31, 2025 in connection with the reclassification of the preferred stock from mezzanine equity to a current liability on January 31, 2025. For additional information, see Note 9 to the condensed consolidated financial statements.
Liquidity and Capital Resources
Overview
Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, debt service, acquisitions, contractual obligations, and other commitments. As of the date of this Quarterly Report, we have yet to generate meaningful revenue from our business operations and have funded capital expenditure and working capital requirements through debt and equity financing.
As of June 30, 2025, we had cash and cash equivalents of $111,090 as compared to $209,337 as of December 31, 2024. During the six months ended June 30, 2025, we received cash of $5,399,708 from certain debt instruments issued, as further described in Note 8 to the condensed consolidated financial statements, and $1.4 million from the Liqueous Settlement Agreement, and future liquidity may be provided from certain agreements executed subsequent to June 30, 2025, as further described in Note 16 to the condensed consolidated financial statements. Our cash flows from operations are not sufficient to fund our current operating model and expansion plans. As of January 31, 2025, we were also required to redeem the Preferred Stock as permitted by law in cash at an amount equal to $10.00 per share, or $23,889,050. Notwithstanding the foregoing, we are not required to redeem any shares of Preferred Stock to the extent we do not have legally available funds to effect such redemption.
From inception through June 30, 2025, we have incurred operating losses and negative cash flows from operating activities. For the six months ended June 30, 2025 and 2024, we have incurred net losses of $28,836,400 and $18,343,981, respectively, and we have an accumulated deficit of $150,244,955 as of June 30, 2025. The operating loss for the six months ended June 30, 2025 included $10,398,050 of non-cash interest expense recognized on remeasurement of the preferred stock liability. For additional information on this interest expense, see Note 9 to the condensed consolidated financial statements.
We anticipate that we will incur net losses for the foreseeable future and, even if we generate revenue, there is no guarantee that we will ever become profitable. Unless we are able to implement our Transformation Plan, all of the aforementioned factors raise substantial doubt about our ability to continue as a going concern.
Until we can generate sufficient revenue to cover our operating expenses, working capital, and capital expenditures, we will rely on private and public capital raising efforts; however, there is no assurance that plans to obtain additional debt or equity financing will be successfully implemented or implemented on terms favorable to us.
The further development of our products, commencement of commercial operations and expansion of our business will require a significant amount of cash for expenditures. Our ability to successfully manage this growth will depend on many factors, including our working capital needs, the availability of equity or debt financing and, over time, our ability to generate cash flows from operations.
Given our current liquidity position, we will need to raise additional capital. If we raise additional funds by issuing equity securities, this would result in dilution to our stockholders. If we raise additional funds by issuing any additional preferred stock, such securities may also provide for rights, preferences, or privileges senior to those of holders of Common Stock. If we raise additional funds by issuing debt securities, such debt securities would have rights, preferences and privileges senior to those of holders of Common Stock. The terms of debt securities or borrowings could impose significant restrictions on our operations. The credit market and financial services industry have in the past, and may in the future, experience periods of uncertainty that could impact the availability and cost of equity and debt financing.
Cash Flows
The following table summarizes our cash flows from operating, investing and financing activities for the periods presented.
|
|
Six Months Ended |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Net cash used in operating activities |
|
$ |
(3,986,504 |
) |
|
$ |
(4,322,227 |
) |
Net cash used in investing activities |
|
$ |
(1,250,000 |
) |
|
$ |
— |
|
Net cash provided by financing activities |
|
$ |
5,138,257 |
|
|
$ |
2,290,715 |
|
Cash flows from operating activities
Our cash flows used in operating activities to date have been primarily comprised of costs related to research and development, selling and marketing, and other general and administrative activities. We expect our expenses related to personnel and general and administrative activities to increase as a result of operating as a public company.
Net cash used in operating activities was $3,986,504 and $4,322,227 for the six months ended June 30, 2025 and 2024, respectively. The decrease in cash used in operating activities is primarily the result of decreases in cash used from (i) non-cash expenses, including (a) interest expense recognized on remeasurement of preferred stock liability and (b) loss on impairment of inventories, property and equipment and operating lease right-of-use asset, partially offset by an increase in non-cash expenses including (c) the gain on sale of intellectual property intangible assets and (ii) changes in operating assets and liabilities from the ordinary course of business, partially offset by (iii) an increase in cash used from an increase in net loss.
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Cash flows from investing activities
Our cash flows from investing activities have historically been comprised primarily of purchases of equipment and installation of improvements to our leased facilities and headquarters.
Net cash used in investing activities was $1,250,000 and nil for the six months ended June 30, 2025 and 2024, respectively. The amount used in investing activities for the six months ended June 30, 2025 relates to (i) $650,000 of payments under the Convertible Note Receivable and (ii) $600,000 of cash paid for the deposit on the anticipated acquisition of TCEI, as further described in Note 6 to the condensed consolidated financial statements .
Cash flows from financing activities
We have financed our operations primarily through the sale of preferred stock, Common Stock, convertible notes, and promissory notes.
Net cash provided by financing activities was $5,138,257 and $2,290,715 for the six months ended June 30, 2025 and 2024, respectively.
Net cash provided by financing activities during the six months ended June 30, 2025 is comprised primarily of (i) $5,399,708 of proceeds from certain debt instruments issued, as further described in Note 8 to the condensed consolidated financial statements, (ii) payments on debt borrowings of $1,024,898, (iii) $1,000,000 in proceeds from the Liqueous Settlement Agreement, as further described in Note 6 to the condensed consolidated financial statements, and (iv) payments of notes issuance and SEPA issuance costs of $236,380.
Net cash provided by financing in activities in the six months ended June 30, 2024 is comprised of proceeds from the issuance of pre-funded warrants and Common Stock, as well as shareholder advances, offset by payments of accrued debt issuance costs for the Junior Notes and tax withholdings for RSU issuances.
Key Operating and Financial Metrics (Non-GAAP Results)
We regularly review several metrics, including the metrics presented in the table below, to measure our performance, identify trends affecting our business, prepare financial projections, and make strategic decisions. We believe that these key business metrics provide meaningful supplemental information for management and investors in assessing our historical and future operating performance. The calculation of the key metrics and other measures discussed below may differ from other similarly-titled metrics used by other companies.
The following table presents our key performance indicators for the periods presented:
|
|
Three months ended |
|
|
|
|
||||||
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Revenue |
|
$ |
— |
|
|
$ |
49,278 |
|
|
$ |
(49,278 |
) |
Total gross margin |
|
$ |
4,538 |
|
|
$ |
(684,448 |
) |
|
$ |
688,986 |
|
EBITDA(1) |
|
$ |
(12,083,217 |
) |
|
$ |
(11,395,028 |
) |
|
$ |
(688,189 |
) |
Capital expenditures |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Free cash flow(1) |
|
$ |
(2,058,712 |
) |
|
$ |
(2,228,785 |
) |
|
$ |
170,073 |
|
|
|
Six Months Ended |
|
|
|
|
||||||
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Revenue |
|
$ |
— |
|
|
$ |
142,827 |
|
|
$ |
(142,827 |
) |
Total gross margin |
|
$ |
(231,179 |
) |
|
$ |
(1,447,855 |
) |
|
$ |
1,216,676 |
|
EBITDA(1) |
|
$ |
(28,062,098 |
) |
|
$ |
(15,663,109 |
) |
|
$ |
(12,398,989 |
) |
Capital expenditures |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Free cash flow(1) |
|
$ |
(4,586,504 |
) |
|
$ |
(4,322,227 |
) |
|
$ |
(264,277 |
) |
Non-GAAP Information
In addition to our results determined in accordance with GAAP, we believe the following non-GAAP measures are useful in evaluating our operational performance. We use the following non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively and in context, may be helpful to investors in assessing our operating performance and trends and in comparing our financial measures with those of comparable companies that may present similar non-GAAP financial measures.
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EBITDA and Free Cash Flow
We define “EBITDA” as income (loss), plus (minus) depreciation and amortization expenses, plus (minus) interest, plus (minus) taxes and define “Free cash flow” as net cash from (used in) operating activities less payment for acquisitions. EBITDA and Free cash flow are intended as supplemental measures of our performance that are neither required by, nor presented in accordance with, GAAP and these measures should not be considered a substitute for net income (loss), and net cash used in operating activities reported in accordance with GAAP. Our computation of EBITDA and Free cash flow may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate EBITDA or Free cash flow in the same fashion.
Limitations of Non-GAAP Measures
There are a number of limitations related to EBITDA and free cash flow, including the following:
Because of these and other limitations, EBITDA and Free cash flow should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Free cash flow on a supplemental basis. You should review the reconciliation of our net loss to EBITDA and net cash used in operating activities to Free cash flow below and not rely on any single financial measure to evaluate our business.
Our presentation of EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items and our presentation of Free cash flow does not necessarily indicate whether cash flows will be sufficient to fund our cash needs.
Reconciliation
The following table reconciles our net loss (the most directly comparable GAAP measure) to EBITDA for the periods presented:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss |
|
$ |
(12,224,975 |
) |
|
$ |
(12,638,883 |
) |
|
$ |
(28,836,400 |
) |
|
$ |
(18,343,981 |
) |
Interest expense, net |
|
|
141,758 |
|
|
|
1,111,212 |
|
|
|
327,853 |
|
|
|
2,291,334 |
|
Depreciation and amortization |
|
|
— |
|
|
|
132,643 |
|
|
|
446,449 |
|
|
|
389,538 |
|
EBITDA |
|
$ |
(12,083,217 |
) |
|
$ |
(11,395,028 |
) |
|
$ |
(28,062,098 |
) |
|
$ |
(15,663,109 |
) |
The following table reconciles our net cash used in operating activities (the most directly comparable GAAP measure to Free cash flow) to Free cash flow for the periods presented:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net cash used in operating activities |
|
$ |
(2,058,712 |
) |
|
$ |
(2,228,785 |
) |
|
$ |
(3,986,504 |
) |
|
$ |
(4,322,227 |
) |
Payment for acquisitions |
|
|
— |
|
|
|
— |
|
|
|
(600,000 |
) |
|
|
— |
|
Free cash flow |
|
$ |
(2,058,712 |
) |
|
$ |
(2,228,785 |
) |
|
$ |
(4,586,504 |
) |
|
$ |
(4,322,227 |
) |
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
For our contractual obligations that are expected to have an effect on our liquidity and cash flow, see section “Notes to Condensed Consolidated Financial Statements – Note 6” in the condensed consolidated financial statements.
Critical Accounting Estimates
Our condensed consolidated financial statements are prepared in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses. We evaluate our estimates and assumptions on an ongoing basis. Our estimates and assumptions are based on historical experience and on various other factors that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.
There have been no significant changes to our accounting policies during the six months ended June 30, 2025, as compared to the critical accounting policies described in our audited financial statements included in the Annual Report (as defined above).
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Recently Issued and Adopted Accounting Pronouncements
We review new accounting standards to determine the expected financial impact, if any, that the adoption of each new standard will have. For the recently issued and adopted accounting standards that we believe may have an impact on our condensed consolidated financial statements, see the section entitled “Notes to Condensed Consolidated Financial Statements – Note 2" in the condensed consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Executive Chairman, as appropriate, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our internal control over financial reporting was not effective due to a material weakness in our control environment around the accounting and presentation of complex financial instrument transactions that was not effectively designed or maintained. This material weakness could result in material misstatements of the financial statements that would not be prevented or detected on a timely basis.
We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we intend to implement the following changes during our fiscal year ending December 31, 2025: (i) hire additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are dependent upon our receiving additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(f) or 15d-15(f) of the Exchange Act during the period covered by this Quarterly Report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The information under the caption “Commitments and Contingencies” in Note 6 of the unaudited condensed consolidated financial statements of this Quarterly Report is incorporated herein by reference.
Item 1A. Risk Factors.
There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, as amended (the “Amended Form 10-K”). If any of the risks discussed in our Amended Form 10-K, are realized, our business, financial condition, results of operations and prospects could be materially and adversely affected.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Descriptions of the financing transactions described above under "Recent Developments and Financing Transactions" in Part I, Item 2 in this Quarterly Report on Form 10-Q and Note 8 to the condensed consolidated financial statements, as well as share-based compensation arrangements described in Note 12 to the condensed consolidated financial statements are incorporated herein by reference. Such transactions were conducted as private placements to accredited investors exempt from registration under Section 4(a)(2) of the Securities Act.
Item 3. Defaults Upon Senior Securities.
See Note 8.
Item 4. Mine Safety Disclosures.
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Not applicable.
Item 5. Other Information.
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Table of Contents
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
|
|
|
Incorporated by Reference |
|||
No. |
|
Description of Exhibit |
Form |
File No. |
Exhibit No. |
Filing Date |
2.1† |
|
Business Combination Agreement, dated as of August 5, 2022, by and among Tailwind Acquisition Corp., Compass Merger Sub, Inc. and Nuburu, Inc. |
8-K |
001-39489 |
2.1 |
August 8, 2022 |
3.1 |
|
Amended and Restated Bylaws of the Company. |
8-K |
001-39489 |
3.2 |
September 9, 2020 |
3.2 |
|
Amendment to the Amended and Restated Bylaws of the Company |
8-K |
001-39489 |
3.1 |
November 12, 2024 |
3.3 |
|
Amended and Restated Certificate of Incorporation of the Company. |
8-K |
001-39489 |
3.1 |
February 6, 2023 |
3.4 |
|
Amendment to the Amended and Restated Certificate of Incorporation of the Company |
8-K |
001-39489 |
3.1 |
June 13, 2024 |
3.5* |
|
Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated July 22, 2025 |
|
|
|
|
3.6 |
|
Certificate of Designations of the Company. |
8-K |
001-39489 |
3.3 |
February 6, 2023 |
10.1* |
|
Amendment #3 to Comprehensive Settlement Agreement, Mutual Release of Liability and Indemnification, dated April 15, 2025, between the Company and Liqueous LP |
|
|
|
|
10.2* |
|
Securities Purchase Agreement, dated April 22, 2025, between the Company and Indigo Capital LP |
|
|
|
|
10.3* |
|
Registration Rights Agreement, dated April 22, 2025, between the Company and Indigo Capital LP |
|
|
|
|
10.4* |
|
Exchange Agreement, dated April 22, 2025, between the Company and Indigo Capital LP |
|
|
|
|
10.5* |
|
Subordinated Convertible Note, dated April 22, 2025, between the Company and Indigo Capital LP |
|
|
|
|
10.6* |
|
Subordinated Convertible Exchange Note, dated April 22, 2025, between the Company and Indigo Capital LP |
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10.7* |
|
Business Loan and Security Agreement, dated May 12, 2025, among the Company, Nuburu Subsidiary, Inc., Agile Lending, LLC and Agile Capital Funding, LLC |
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10.8* |
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Securities Purchase Agreement, dated May 13, 2025, between the Company and 1800 Diagonal Lending LLC |
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10.9* |
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Securities Purchase Agreement, dated May 13, 2025, between the Company and Boot Capital LLC |
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10.10 |
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Standby Equity Purchase Agreement, dated May 30, 2025, between the Company and YA II PN, LTD. |
DEF 14A |
001-39489 |
Appendix F |
June 10, 2025 |
10.11* |
|
Amendment to Standby Equity Purchase Agreement, dated June 5, 2025, between the Company and YA II PN, LTD. |
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10.12* |
|
Business Loan and Security Agreement, dated May 30, 2025, among the Company, Nuburu Subsidiary, Inc., Agile Lending, LLC and Agile Capital Funding, LLC |
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10.13* |
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Securities Purchase Agreement, dated June 3, 2025, between the Company and Brick Lane Capital Management Limited |
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10.14* |
|
Exchange Agreement, dated June 3, 2025, between the Company and Brick Lane Capital Management Limited |
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10.15* |
|
Registration Rights Agreement, dated June 3, 2025, between the Company and Brick Lane Capital Management Limited |
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10.16* |
|
Subordinated Convertible Exchange Note, dated June 3, 2025, between the Company and Brick Lane Capital Management Limited |
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10.17* |
|
Subordinated Convertible Note, dated June 3, 2025 between the Company and Brick Lane Capital Management Limited |
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10.18* |
|
Securities Purchase Agreement, dated June 18, 2025, between the Company and Bomore Opportunity Group Ltd |
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10.19* |
|
Exchange Agreement, dated June 18, 2025, between the Company and Bomore Opportunity Group Ltd |
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10.20* |
|
Subordinated Convertible Exchange Note, dated June 18, 2025, between the Company and Bomore Opportunity Group Ltd |
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10.21* |
|
Subordinated Convertible Note, dated June 18, 2025, between the Company and Bomore Opportunity Group Ltd |
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10.22 |
|
Purchase Agreement, dated June 30, 2025, between the Company and the investors party thereto |
8-K |
001-39489 |
10.1 |
July 1, 2025 |
10.23* |
|
Securities Purchase Agreement, dated June 25, 2025, between the Company and Torcross Capital LLC |
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|
48
Table of Contents
10.24* |
|
Exchange Agreement, dated June 25, 2025, between the Company and Torcross Capital LLC |
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10.25* |
|
Subordinated Convertible Exchange Note, dated June 25, 2025, between the Company and Torcross Capital LLC |
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10.26* |
|
Subordinated Convertible Note, dated June 25, 2025, between the Company and Torcross Capital LLC |
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31.1* |
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Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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31.2* |
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Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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32.1** |
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Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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32.2** |
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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101.INS |
|
Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
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104 |
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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* Filed herewith
** Furnished herewith.
† Certain of the exhibits and schedules to these exhibits have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
49
Table of Contents
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
August 14, 2025 |
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NUBURU, INC. |
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By: |
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/s/ Alessandro Zamboni |
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Name: |
Alessandro Zamboni |
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Title: |
Executive Chairman |
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(Principal Executive Officer and Principal Financial and Accounting Officer) |
50
Source:
FAQ
What impairment losses did BURU report in the quarter?
Are BURU's Public Warrants valued in the financial statements?
What is the SEPA commitment disclosed by BURU?
What financings did BURU complete recently?
Is BURU currently compliant with NYSE American listing standards?
How did preferred stock remeasurement affect BURU's results?
