UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Amendment No. 1)
(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
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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 November 8, 2024, the registrant had
Nuburu, Inc. (referred to herein as the "Company," "Nuburu," "we," "us," or "our") is filing this Amendment No. 1 on Form 10-Q (this "Amendment No. 1") to amend our Quarterly Report on Form 10-Q for the three months ended March 31, 2024, originally filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2024 (the “Original 10-Q”).
Background of Restatement
The purpose of this Amendment No. 1 is to restate amounts included in the Company's previously issued financial statements as of March 31, 2024 to (i) reclassify convertible preferred stock that is redeemable at a future point in time from permanent equity to mezzanine equity and (ii) increase the carrying value of such preferred stock to reflect the redemption value of the outstanding preferred stock. Additionally, the impact of the loss recorded during the year ended December 31, 2022 related to the accounting for the Legacy Nuburu Convertible Notes (as described in Note 8 in the condensed consolidated financial statements) at fair value is reflected as an adjustment to accumulated deficit for these periods.
The restatement had no impact on total net cash flows from operating, investing or financing activities.
Restatement of Previously Issued Consolidated Financial Statements
The Company filed an Amendment No. 4 to its previously filed annual report on Form 10-K/A as of and for the year ended December 31, 2023 on November 8, 2024 to restate its previously issued financial statements as of and for the year ended December 31, 2023, the comparative period therein as of and for the year ended December 31, 2022 and for each of the quarterly periods ended March 31, 2023, June 30, 2023 and September 30, 2023. Accordingly, investors should rely solely on such amended filing for financial statements and other financial data relating to these periods.
For additional information related to the March 31, 2024 restatement, see Note 14, “Restatement of Previously Issued Consolidated Financial Statements and Previously Issued Unaudited Interim Condensed Consolidated Financial Statements ” of the condensed consolidated financial statements. Additionally, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” included in this Amendment No. 1 on Form 10-Q/A is being amended to reflect the effect of the restatement described above on accumulated deficit.
The Company has attached to this Form 10-Q/A updated certifications executed as of the date of this Amendment by the Principal Executive Officer and Principal Financial Officer as required by Sections 302 and 906 of the Sarbanes Oxley Act of 2002. These updated certifications are attached as Exhibits 31.1 and 32.1 to this Amendment.
Internal Control Considerations
In connection with the restatement, our management has assessed the effectiveness of our internal control over financial reporting. The Audit Committee of the Company's Board of Directors, with concurrence of management, has concluded that, in light of the errors described above, a material weakness existed in the Company's internal controls over financial reporting as of March 31, 2024 and December 31, 2023. Management plans to enhance processes by increasing the number of accounting professionals with the necessary skill sets, providing ongoing training for key personnel, and designing and implementing appropriate risk assessment and internal control procedures. For a discussion of management's consideration of our disclosure controls and procedures, internal controls over financial reporting and the material weakness identified, see Item 4. Controls and Procedures of this Amendment No. 1 on Form 10-Q/A.
NUBURU, INC.
FORM 10-Q
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, 2023 (our "Annual Report"), as amended, as well as the following important factors:
3
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.
Frequently Used Terms
Unless otherwise stated in Item 1. Financial Statements and accompanying footnotes, or the context otherwise requires, references in this Quarterly Report to:
“Business Combination” are to the business combination of Legacy Nuburu with a subsidiary of Tailwind, with Legacy Nuburu surviving such business combination as a wholly owned subsidiary of Tailwind;
“Business Combination Agreement” are to that certain Business Combination Agreement, dated as of August 5, 2022, by and among Tailwind, Nuburu and Merger Sub, Inc., as the same has been or may be amended, modified, supplemented or waived from time to time;
“Closing” are to the consummation of the Transactions;
“Closing Date” are to January 31, 2023, the date on which the Transactions were consummated;
“Exchange Ratios” are to the quotients as defined in, and calculated in accordance with, the Business Combination Agreement, which was included as an exhibit to our Current Report on Form 8-K (File No. 001-39489) filed with the SEC on February 6, 2023;
“Legacy Nuburu” are to Nuburu Subsidiary, Inc., a Delaware corporation (f/k/a Nuburu, Inc. before the Closing Date);
"Public Warrants" are to the 16,710,785 whole warrants of the Company sold to public investors in the Tailwind IPO (defined below);
“SEC” are to the Securities and Exchange Commission;
“Tailwind” are to Tailwind Acquisition Corp, a Delaware corporation and our predecessor company prior to the consummation of the Transactions, which changed its name to Nuburu, Inc. following the consummation of the Transactions, and its consolidated subsidiaries;
“Tailwind IPO” are to the initial public offering by Tailwind which closed on September 9, 2020; and
“Transactions” are to the Business Combination, together with the other transactions contemplated by the Business Combination Agreement and the related agreements.
Unless the context otherwise requires, all references in this section to “Nuburu,” the “Company,” “we,” “us,” “our,” and other similar terms refer to: (i) Legacy Nuburu and its subsidiaries prior to the Closing, and (ii) Nuburu, Inc., a Delaware corporation, and its consolidated subsidiary, Nuburu Subsidiary, Inc., after the Closing.
4
PART 1 – FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
NUBURU, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (As Restated)
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March 31, |
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December 31, |
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(As Restated) (Unaudited) |
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(As Restated) |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable |
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Inventories, net of reserve of $ |
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Deferred financing costs |
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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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Right-of-use assets |
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Other assets |
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TOTAL ASSETS |
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$ |
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$ |
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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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$ |
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$ |
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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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Current portion of notes payable |
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Total current liabilities |
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Operating lease liability |
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Convertible notes payable |
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Warrant liabilities |
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TOTAL LIABILITIES |
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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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$ |
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$ |
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The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
5
NUBURU, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
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Three Months Ended |
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2024 |
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2023 |
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Revenue |
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$ |
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$ |
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Cost of revenue |
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Gross margin |
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Operating expenses: |
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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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Interest income |
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Interest expense |
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Other income, 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 and comprehensive loss |
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Net loss per common share, basic and diluted |
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Weighted-average common shares used to compute net loss per common share, basic and diluted |
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The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
6
NUBURU, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
(UNAUDITED) (As Restated)
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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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Amount |
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Additional |
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Accumulated |
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Total |
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Balance as of December 31, 2023 |
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$ |
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$ |
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$ |
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$ |
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Issuance of Common Stock |
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— |
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— |
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— |
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Issuance of Common Stock from releases of restricted stock units |
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— |
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— |
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— |
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— |
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Restricted stock units used for tax withholdings |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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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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Balance as of March 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Convertible |
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Common Stock |
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Shares(1) |
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Amount |
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Shares(1) |
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Amount |
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Additional |
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Accumulated |
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Total |
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Balance as of December 31, 2022 |
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$ |
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$ |
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$ |
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$ |
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Issuance of Common Stock and Series A preferred stock upon conversion of convertible notes in connection with the reverse recapitalization |
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— |
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Conversion of Legacy Nuburu convertible preferred stock into Common Stock in connection with the reverse recapitalization |
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( |
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— |
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Issuance of Common Stock and Series A preferred stock upon the reverse recapitalization, net of issuance costs |
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— |
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Issuance of Common Stock and Series A preferred stock to satisfy certain reverse recapitalization costs |
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— |
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Recognition of Public Warrants upon the reverse recapitalization |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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Balance as of March 31, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
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(1)
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
7
NUBURU, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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Three Months Ended |
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2024 |
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2023 |
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Cash Flows from Operating Activities: |
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Net loss |
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$ |
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$ |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and amortization |
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Stock-based compensation |
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Change in fair value of warrant liabilities |
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Inventory reserve adjustments |
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Amortization of debt discount |
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— |
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Amortization of deferred financing costs |
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— |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Inventories |
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Prepaid expenses and other current assets |
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Operating lease right-of-use asset |
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Accounts payable |
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Accrued expenses |
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Contract liabilities |
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Operating lease liability |
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Net cash used in operating activities |
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Cash Flows from Investing Activities: |
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Purchase of property and equipment |
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— |
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Net cash used in investing activities |
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— |
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Cash Flows from Financing Activities: |
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Proceeds from issuance of common stock |
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— |
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Restricted stock units used for tax withholdings |
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Proceeds from the issuance of Legacy Nuburu preferred stock |
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— |
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Proceeds from reverse recapitalization |
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— |
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Payment of transaction costs related to the reverse recapitalization |
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— |
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Proceeds from issuance of Legacy Nuburu convertible promissory notes |
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— |
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Repayment of related party convertible promissory notes |
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— |
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( |
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Payment of deferred financing costs |
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Net cash provided by financing activities |
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NET CHANGE IN CASH DURING THE PERIOD |
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CASH AND CASH EQUIVALENTS ―BEGINNING OF PERIOD |
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CASH AND CASH EQUIVALENTS ―END OF PERIOD |
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$ |
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$ |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
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Cash paid for interest |
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$ |
— |
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$ |
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Cash paid for income taxes |
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$ |
— |
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$ |
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SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: |
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Transfer of property and equipment from inventory |
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$ |
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$ |
— |
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Purchase of property and equipment in accounts payable and accrued expenses |
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$ |
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$ |
— |
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Deferred financing costs included in accounts payable and accrued expenses |
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$ |
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$ |
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Transaction costs related to the reverse recapitalization not yet paid |
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$ |
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$ |
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Issuance of Common Stock upon conversion of preferred stock in connection with the reverse recapitalization |
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$ |
— |
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$ |
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The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
8
NUBURU, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. BACKGROUND AND ORGANIZATION
Nuburu, Inc. (“Nuburu” or the “Company”) and its wholly-owned subsidiary Nuburu Subsidiary, Inc., is a leading innovator in high-power, high-brightness blue laser technology that is focused on bringing breakthrough improvements to a broad range of high-value applications including welding and 3D printing.
Nuburu 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”), we consummated our initial public offering (the “IPO”). On January 31, 2023, we consummated a business combination with Nuburu Subsidiary, Inc. f/k/a Nuburu, Inc. (“Legacy Nuburu”), a privately held operating company which merged into our subsidiary Compass Merger Sub, Inc. (the “Business Combination”) and changed our name to “Nuburu, Inc.,” and we became the owner, directly or indirectly, of all of the equity interests of Nuburu Subsidiary, Inc. and its subsidiaries. In light of the fact that the Business Combination has closed and our ongoing business will be the business formerly operated by Legacy Nuburu, these financial statements primarily include information regarding Legacy Nuburu’s business.
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 devotes its efforts to business planning, research and development, and raising capital. 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 March 31, 2024, the Company has incurred operating losses and negative cash flows from operating activities. For the three months ended March 31, 2024 and 2023, the Company has incurred operating losses, including net losses of $
Until the Company can generate sufficient revenue to cover its operating expenses, working capital, and capital expenditures, it will rely on private and public capital raising efforts.
The Company plans to finance its operations with proceeds from the issuance and sale of equity securities or debt; 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.
Certain Significant Risks and Uncertainties
The Company’s current business activities consist of business planning, research and development efforts to design and develop high-power, high-brightness blue laser technology, and capital raising to finance the Company through full commercialization. The Company is subject to the risks associated with such activities, including the need to further develop its technology and its marketing and distribution channels; further develop its supply chain and manufacturing; and hire additional management and other key personnel. Successful completion of the Company’s development program and, ultimately, the attainment of profitable operations, are dependent upon future events, including its ability to access potential markets and secure long-term financing.
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, rapid technological change, competition from substitute products and larger companies, protection of proprietary technology, ability to maintain distributor relationships and dependence on key individuals.
Restatement
See Note 14, “Restatement of Previously Issued Consolidated Financial Statements and Previously Issued Unaudited Interim Condensed Consolidated Financial Statements ”, for additional information regarding the restatement of amounts included in the Company's previously issued financial statements as of March 31, 2024.
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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 months ended March 31, 2024 and 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 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, 2024, 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.
Reclassification
Certain prior period balances in the consolidated statements of cash flows have been combined or reclassified to conform to current period presentation pursuant to Rule 10-01(a)(2) of Regulation S-X of the SEC. Such reclassifications had no impact on net income, cash flows or shareholders' equity previously reported.
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 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
Lessor Accounting
Beginning in 2024, the Company has begun to lease certain of its constructed lasers to its customers, which the Company accounts for under the Financial Accounting Standards Board's (the "FASB") Accounting Standards Codification ("ASC") Topic 842 - Leases ("ASC 842"). The Company typically transfers legal ownership of the lasers to its customers at the end of the lease.
The sales and cost of sales are recognized at the inception of the lease, which is when control is transferred to the lessee. The Company accounts for the transfer of control as a sales type lease in accordance with ASC 842-10-25-2. The underlying asset is derecognized, and revenue is recorded when collection of payments is probable. This is in accordance with the revenue recognition principle in FASB ASC 606 - Revenue from contracts with customers. The investment in a sales-type lease consists of the sum of the minimum lease payments receivable less any unearned interest income and estimated executory costs. Minimum lease payments are part of the lease agreement between the Company (as the lessor) and the customer (as the lessee). The discount rate implicit in the lease is used to calculate the present value of minimum lease payments. The minimum lease payments consist of the gross lease payments net of executory costs and contingent rentals, if any. Unearned interest is amortized to income over the lease term to produce a constant periodic rate of return on the net investment in the lease. While
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revenue is recognized at the inception of the lease, the cash flow from the sales-type lease occurs over the course of the lease, which results in interest income and reduction of receivables.
During the three months ended March 31, 2024, the Company recognized $
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued 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.
NOTE 3. REVERSE RECAPITALIZATION
On January 31, 2023, upon the consummation of the Business Combination, all holders of
Legacy Nuburu Class / Series |
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Exchange Ratio |
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Legacy Nuburu Common Stock |
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Legacy Nuburu Series A Preferred Stock |
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Legacy Nuburu Series A-1 Preferred Stock |
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Legacy Nuburu Series B Preferred Stock |
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Legacy Nuburu Series B-1 Preferred Stock |
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Legacy Nuburu Series C Preferred Stock |
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This resulted in
The other related events that occurred in connection with the Closing are summarized below:
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After giving effect to the Business Combination as described above, the number of shares of Common Stock and Series A preferred stock issued and outstanding immediately following the consummation of the Business Combination was as follows:
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Common Shares |
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Series A |
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Tailwind public shares |
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— |
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Tailwind Sponsor Class B shares |
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— |
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Total shares of Tailwind common stock outstanding immediately prior to the Business Combination |
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— |
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Less: forfeiture of the Tailwind Sponsor Class B Common Stock other than |
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( |
) |
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— |
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Tailwind Sponsor Series A Preferred Stock |
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— |
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Tailwind public shares issuance of Series A Preferred Stock |
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— |
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Legacy Nuburu shares |
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Lincoln Park Commitment Shares |
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— |
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Anzu Warrant Shares |
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— |
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Total shares of Nuburu Common Stock outstanding immediately after the Business Combination(1)(2) |
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(1) Excludes
(2) Excludes
The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP because Legacy Nuburu has been determined to be the accounting acquirer. Under this method of accounting, Tailwind, which is the legal acquirer, is treated as the accounting acquiree for financial reporting purposes and Legacy Nuburu, which is the legal acquiree, is treated as the accounting acquirer. Accordingly, the consolidated assets, liabilities and results of operations of Legacy Nuburu have become the historical financial statements of Nuburu, and Tailwind’s assets, liabilities and results of operations have been consolidated with Legacy Nuburu’s beginning on the acquisition date. For accounting purposes, the financial statements of Nuburu represent a continuation of the financial statements of Legacy Nuburu with the Business Combination being treated as the equivalent of Legacy Nuburu issuing stock for the net assets of Tailwind, accompanied by a recapitalization. The net assets of Tailwind are stated at historical costs and no goodwill or other intangible assets have been recorded. Operations prior to the Business Combination will be presented as those of Legacy Nuburu in future reports of Nuburu.
Legacy Nuburu was determined to be the accounting acquirer based on evaluation of the following facts and circumstances:
All periods prior to the Business Combination have been retrospectively adjusted using the Exchange Ratios for the equivalent number of shares outstanding immediately after the Closing to effect the reverse recapitalization.
In connection with the Closing of the Business Combination, the Company received net proceeds from the Business Combination totaling $
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NOTE 4. BALANCE SHEET COMPONENTS
Inventories, Net
Inventories, net as of March 31, 2024 and December 31, 2023 consisted of the following:
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March 31, |
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December 31, |
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Raw materials and supplies |
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$ |
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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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( |
) |
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( |
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Inventories, net |
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$ |
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$ |
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During the three months ended March 31, 2024 and 2023, the Company recorded net lower of cost or net realizable value charges of $
Property and Equipment, Net
Property and equipment, net as of March 31, 2024 and December 31, 2023 consisted of the following:
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March 31, |
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December 31, |
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Machinery and equipment |
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$ |
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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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( |
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( |
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Property and equipment, net |
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$ |
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$ |
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Depreciation and amortization expense related to property and equipment was $
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets as of March 31, 2024 and December 31, 2023 consisted of the following:
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March 31, |
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December 31, |
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Prepaid insurance |
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$ |
— |
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$ |
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Other prepaid assets |
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Other current assets |
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Total prepaid expenses and other current assets |
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$ |
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$ |
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Accrued Liabilities
Accrued liabilities as of March 31, 2024 and December 31, 2023 consisted of the following:
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March 31, |
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December 31, |
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Accrued payroll and related benefits |
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$ |
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$ |
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Accrued legal, accounting and professional fees |
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Accrued transaction costs related to the reverse recapitalization |
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Accrued taxes payable |
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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 5. 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
13
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.
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.
The assets’ or liabilities’ 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. Level 1 assets include highly liquid bank deposits and money market funds, which were not material as of March 31, 2024 and December 31, 2023. Level 1 liabilities include the Public Warrants and are classified as Level 1 due to the use of an observable market quote in an active market. The Company measured the fair value of the Public Warrants on the date of the Closing of the Business Combination based on the close price of the Public Warrant price. Level 3 liabilities include the Junior Note Warrants and Legacy Nuburu Convertible Notes (each as defined in Note 8) and are classified as Level 3 due to the use of unobservable inputs in the valuation of the liability, as further described in Note 10. During the three months ended March 31, 2024 and 2023,
The gains and losses from re-measurement of Level 1 and Level 3 financial liabilities are recorded as part of other (expense) income, net in the condensed consolidated statements of operations and comprehensive loss. During the three months ended March 31, 2024 and 2023, the Company recorded gains of $
The following tables set forth the fair value of the Company’s financial liabilities by level within the fair value hierarchy as of March 31, 2024 and December 31, 2023:
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At March 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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Public Warrants(1) |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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Junior Note Warrants |
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— |
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— |
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At December 31, 2023 |
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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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Public Warrants(1) |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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Junior Note Warrants |
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— |
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— |
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(1) The Public Warrants are a Level 1 fair value measurement, as noted further below and in Note 10 of these consolidated financial statements.
Level 1 Financial Liabilities
The following table sets forth a summary of the changes in fair value of the Company’s Level 1 financial liabilities:
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Three Months Ended March 31, |
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Three Months Ended March 31, |
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2024 |
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2023 |
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Fair value, beginning of period |
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$ |
— |
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$ |
— |
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Recognition of Public Warrants upon the reverse recapitalization |
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— |
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— |
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( |
) |
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Fair value, end of period |
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$ |
— |
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$ |
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On December 12, 2023, the New York Stock Exchange American (“NYSE American”) notified the Company, and publicly announced, that the NYSE American had determined to (a) commence proceedings to delist the Company’s Public Warrants, each whole warrant exercisable to purchase one share of the Company’s common stock, par value $
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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 March 31, |
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Three Months Ended March 31, |
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2024 |
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2023 |
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Fair value, beginning of period |
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$ |
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$ |
— |
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( |
) |
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— |
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Fair value, end of period |
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$ |
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$ |
— |
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Legacy Nuburu Convertible Notes
The following table sets forth a summary of the changes in fair value of the Company's Legacy Nuburu Convertible Notes, which were cancelled and converted into shares of Legacy Nuburu common stock in connection with the Business Combination:
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Three Months Ended March 31, |
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2023 |
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Fair value, beginning of period |
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$ |
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Cancellation and conversion in connection with the Business Combination |
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( |
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Fair value as of March 31, 2023 |
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$ |
— |
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NOTE 6. COMMITMENTS AND CONTINGENCIES
Operating Lease
The Company leases office space in Centennial, Colorado under a noncancelable operating lease agreement. The Company leases and occupies approximately
As of March 31, 2024 and March 31, 2023, the weighted-average remaining lease term was
During the three months ended March 31, 2024 and 2023, the Company recognized the following lease costs arising from the lease transaction:
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Three months ended March 31, |
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2024 |
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2023 |
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Operating lease cost |
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$ |
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$ |
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The Company recognized the following cash flow transactions arising from lease transactions:
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Three months ended March 31, |
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2024 |
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2023 |
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Cash paid for amounts included in the measurement of lease liabilities |
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$ |
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$ |
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Right-of-use assets obtained in exchange for new operating lease liabilities |
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On March 31, 2024, the future payments and interest expense for the operating leases are as follows:
Year Ending December 31, |
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Future Payments |
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2024 |
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$ |
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2025 |
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Total undiscounted cash flows |
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Less: imputed interest |
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( |
) |
Present value of lease liabilities |
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$ |
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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. At March 31, 2024 and December 31, 2023, the Company was not involved in any material legal proceedings.
Purchase Commitments
As of March 31, 2024, the Company had approximately $
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 disaggregated by geography:
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Three months ended March 31, |
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2024 |
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2023 |
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United States |
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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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Revenue from contracts with customers are disaggregated as follows: