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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q/A

(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 March 31, 2024

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: 001-39489

 

NUBURU, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

85-1288435

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

7442 S Tucson Way, Suite 130,

Centennial, CO

80112

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (720) 767-1400

 

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

 

BURU

 

NYSE American

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. Yes No

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). Yes No

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.

 

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

Smaller reporting company

 

 

 

 

 

 

 

 

 

 

 

Emerging growth company

 

 

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

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 18,686,931 shares of common stock, $0.0001 par value per share, outstanding.

 

 

 


Table of Contents

 

EXPLANATORY NOTE

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.

 


Table of Contents

NUBURU, INC.

FORM 10-Q

TABLE OF CONTENTS

 

 

 

Page

PART 1 – INTERIM FINANCIAL INFORMATION

 

 

 

 

 

Cautionary Note Regarding Forward-looking Statements

3

 

 

 

Item 1.

Unaudited Condensed Consolidated Financial Statements (As Restated)

5

 

 

 

 

Condensed Consolidated Balance Sheets (As Restated)

5

 

 

 

Condensed Consolidated Statements of Operations and Comprehensive Loss

6

 

 

 

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (As Restated)

7

 

 

 

Condensed Consolidated Statements of Cash Flows

8

 

 

 

Notes to Condensed Consolidated Financial Statements (As Restated)

9

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

27

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

34

 

 

Item 4.

Controls and Procedures

34

 

 

PART II – OTHER INFORMATION

36

 

 

Item 1.

Legal Proceedings

36

 

 

Item 1A.

Risk Factors

36

 

 

Item 2.

Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

36

 

 

Item 3.

Defaults Upon Senior Securities

36

 

 

Item 4.

Mine Safety Disclosures

36

 

 

Item 5.

Other Information

36

 

 

Item 6.

Exhibits

37

 

 

SIGNATURES

 

38

 


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:

our success in retaining or recruiting, or changes required in, our officers, key employees or directors;
our public securities’ potential liquidity and trading;
the ability to maintain the listing of our common stock, par value $0.0001 par value per share (the “Common Stock”) on a securities exchange;
the anticipated benefits of the Business Combination (as defined in "Frequently Used Terms" below);
the outcome of any legal proceedings that may be instituted against us related to the Business Combination or otherwise;
existing regulations and regulatory developments in the United States and other jurisdictions;
the need to hire additional personnel and our ability to attract and retain such personnel;
our plans and ability to obtain, maintain, enforce, or protect intellectual property rights;
our ability to obtain additional financing, including through public or private offerings of our securities or under that certain Purchase Agreement by and among the Company, Legacy Nuburu and Lincoln Park Capital Fund, LLC (“Lincoln Park”), dated as of August 5, 2022 (as it may be amended, supplemented or otherwise modified from time to time, the “Lincoln Park Purchase Agreement”);
our business, operations and financial performance, including:
expectations with respect to financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder;
future business plans and growth opportunities, including revenue opportunity available from new or existing clients and expectations regarding the use of blue laser technology in 3D printing applications;
expectations regarding product development and pipeline;
expectations regarding research and development efforts;
expectations regarding market size;
expectations regarding the competitive landscape;
expectations regarding future acquisitions, partnerships or other relationships with third parties; and
future capital requirements and sources and uses of cash, including the ability to obtain additional capital in the future.

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:

our inability to obtain financing;
our ability to meet NYSE American’s continued listing standards;
our inability to protect our intellectual property;
whether the market embraces our products;
whether we achieve full commercialization in a timely manner;
the outcome of any legal proceedings that may be instituted against us;
the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, our ability to grow and manage growth profitably, maintain relationships with customers and suppliers and retain our management and key employees;
our ability to retain or recruit key employees;

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costs related to being a public company;
changes in applicable laws or regulations;
the possibility that we may be adversely affected by economic, business or competitive factors;
volatility in the financial sector and markets caused by geopolitical and economic factors; and
other risks and uncertainties set forth under the heading “Risk Factors” in Part II, Item 1A and elsewhere in this Quarterly Report and our Annual Report.

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.

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PART 1 – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

NUBURU, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (As Restated)

 

 

March 31,
2024

 

 

December 31,
2023

 

 

(As Restated) (Unaudited)

 

 

(As Restated)

 

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

231,885

 

 

$

2,148,700

 

Accounts receivable

 

 

132,622

 

 

 

482,279

 

Inventories, net of reserve of $1,161,469 and $1,133,457, respectively

 

 

1,613,099

 

 

 

1,456,275

 

Deferred financing costs

 

 

 

 

 

50,000

 

Prepaid expenses and other current assets

 

 

58,960

 

 

 

156,255

 

Total current assets

 

 

2,036,566

 

 

 

4,293,509

 

Property and equipment, net

 

 

5,404,812

 

 

 

5,650,976

 

Right-of-use assets

 

 

492,538

 

 

 

586,164

 

Other assets

 

 

34,359

 

 

 

34,359

 

TOTAL ASSETS

 

$

7,968,275

 

 

$

10,565,008

 

 

 

 

 

 

 

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

5,711,785

 

 

$

4,744,606

 

Accrued expenses

 

 

3,248,847

 

 

 

2,750,305

 

Current portion of operating lease liability

 

 

386,499

 

 

 

355,385

 

Contract liabilities

 

 

7,000

 

 

 

30,400

 

Current portion of notes payable

 

 

3,087,195

 

 

 

2,147,992

 

Total current liabilities

 

 

12,441,326

 

 

 

10,028,688

 

Operating lease liability

 

 

119,720

 

 

 

237,369

 

Convertible notes payable

 

 

6,713,241

 

 

 

6,713,241

 

Warrant liabilities

 

 

2,235,208

 

 

 

2,238,519

 

TOTAL LIABILITIES

 

 

21,509,495

 

 

 

19,217,817

 

Commitments and Contingencies (Note 6)

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible preferred stock, $0.0001 par value; 50,000,000 shares authorized; 2,388,905 shares issued and outstanding at March 31, 2024 and December 31, 2023

 

 

23,889,050

 

 

 

23,889,050

 

 

 

 

 

 

 

 

Stockholders’ Deficit

 

 

 

 

 

 

Common stock, $0.0001 par value; 250,000,000 shares authorized; 38,532,403 and 36,894,323 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively

 

 

3,853

 

 

 

3,689

 

Additional paid-in capital

 

 

65,553,319

 

 

 

64,741,241

 

Accumulated deficit

 

 

(102,987,442

)

 

 

(97,286,789

)

Total Stockholders’ Deficit

 

 

(37,430,270

)

 

 

(32,541,859

)

TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

 

$

7,968,275

 

 

$

10,565,008

 

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

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NUBURU, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

 

Three Months Ended
March 31,

 

 

2024

 

 

2023

 

Revenue

$

93,549

 

 

$

469,989

 

Cost of revenue

 

 

856,956

 

 

 

1,212,437

 

Gross margin

 

(763,407

)

 

 

(742,448

)

Operating expenses:

 

 

 

 

 

Research and development

 

766,495

 

 

 

1,332,305

 

Selling and marketing

 

 

345,590

 

 

 

176,256

 

General and administrative

 

2,889,345

 

 

 

3,050,259

 

Total operating expenses

 

4,001,430

 

 

 

4,558,820

 

Loss from operations

 

 

(4,764,837

)

 

 

(5,301,268

)

Interest income

 

 

11,740

 

 

 

32,427

 

Interest expense

 

 

(950,867

)

 

 

 

Other income, net

 

3,311

 

 

 

501,324

 

Loss before provision for income taxes

 

$

(5,700,653

)

 

$

(4,767,517

)

Provision for income taxes

 

 

 

 

 

 

Net loss and comprehensive loss

$

(5,700,653

)

 

$

(4,767,517

)

Net loss per common share, basic and diluted

$

(0.15

)

 

$

(0.19

)

Weighted-average common shares used to compute net loss per common share, basic and diluted

 

36,915,762

 

 

 

25,515,164

 

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

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NUBURU, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)

(UNAUDITED) (As Restated)

 

 

Convertible
Preferred Stock

 

 

Common Stock

 

 

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

 

Shares

 

 

Amount

 

 

Additional
Paid-in
Capital

 

 

Accumulated
Deficit

 

 

Total
Stockholders'
Equity
(Deficit)

 

Balance as of December 31, 2023

 

 

2,388,905

 

$

23,889,050

 

 

 

 

36,894,323

 

$

3,689

 

$

64,741,241

 

$

(97,286,789

)

$

(32,541,859

)

Issuance of Common Stock

 

 

 

 

 

 

 

 

 

1,600,000

 

 

 

160

 

 

 

199,840

 

 

 

 

 

 

200,000

 

Issuance of Common Stock from releases of restricted stock units

 

 

 

 

 

 

 

 

 

49,447

 

 

 

5

 

 

 

(5

)

 

 

 

 

 

 

Restricted stock units used for tax withholdings

 

 

 

 

 

 

 

 

 

(11,367

)

 

 

(1

)

 

 

(1,872

)

 

 

 

 

 

(1,873

)

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

614,115

 

 

 

 

 

 

614,115

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

(5,700,653

)

 

(5,700,653

)

Balance as of March 31, 2024

 

2,388,905

 

$

23,889,050

 

 

 

38,532,403

 

$

3,853

 

$

65,553,319

 

$

(102,987,442

)

$

(37,430,270

)

 

Convertible
Preferred Stock

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

Shares(1)

 

 

Amount

 

 

 

Shares(1)

 

 

Amount

 

 

Additional
Paid-in
Capital

 

 

Accumulated
Deficit

 

 

Total
Stockholders'
Equity
(Deficit)

 

Balance as of December 31, 2022

 

 

23,237,703

 

$

4,040

 

 

 

5,556,857

 

$

1,077

 

$

59,344,952

 

$

(76,580,405

)

$

(17,234,376

)

Issuance of Common Stock and Series A preferred stock upon conversion of convertible notes in connection with the reverse recapitalization

 

 

1,361,787

 

 

 

13,617,870

 

 

 

 

1,361,787

 

 

 

136

 

 

 

13,345,377

 

 

 

 

 

 

13,345,513

 

Conversion of Legacy Nuburu convertible preferred stock into Common Stock in connection with the reverse recapitalization

 

 

(23,237,703

)

 

 

(4,040

)

 

 

 

23,237,703

 

 

 

2,323

 

 

 

1,717

 

 

 

 

 

 

4,040

 

Issuance of Common Stock and Series A preferred stock upon the reverse recapitalization, net of issuance costs

 

 

1,481,666

 

 

 

14,816,660

 

 

 

 

3,233,745

 

 

 

(197

)

 

 

(18,073,988

)

 

 

 

 

 

(18,074,185

)

Issuance of Common Stock and Series A preferred stock to satisfy certain reverse recapitalization costs

 

 

195,452

 

 

 

1,954,520

 

 

 

 

195,452

 

 

 

20

 

 

 

(1,954,540

)

 

 

 

 

 

(1,954,520

)

Recognition of Public Warrants upon the reverse recapitalization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,336,863

)

 

 

 

 

 

(1,336,863

)

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

463,978

 

 

 

 

 

 

463,978

 

Net loss

 

 

 

 ​

 

 

 

 ​

 

 

 ​

 

 

 ​

 

 

 ​

 

(4,767,517

)

 ​

 

(4,767,517

)

Balance as of March 31, 2023

 

3,038,905

 

$

30,389,050

 

 

 

33,585,544

 

$

3,359

 

$

51,790,633

 

$

(81,347,922

)

$

(29,553,930

)

 

(1) The number of shares of convertible preferred stock and common stock issued and outstanding prior to the Business Combination have been retroactively adjusted by the Exchange Ratio to give effect to the reverse recapitalization treatment of the Business Combination. See Note 1 - Description of Business and Note 3 - Reverse Capitalization for more information.

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

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NUBURU, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

Three Months Ended
March 31,

 

 

2024

 

 

2023

 

Cash Flows from Operating Activities:

 

 

 

Net loss

$

(5,700,653

)

$

(4,767,517

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

Depreciation and amortization

 

256,895

 

 

126,115

 

Stock-based compensation

 

614,115

 

 

463,978

 

Change in fair value of warrant liabilities

 

 

(3,311

)

 

 

(501,324

)

Inventory reserve adjustments

 

 

28,012

 

 

 

118,158

 

Amortization of debt discount

 

 

789,871

 

 

 

 

Amortization of deferred financing costs

 

 

236,550

 

 

 

 

Changes in operating assets and liabilities:

 

 

Accounts receivable

 

349,657

 

 

(195,564

)

Inventories

 

(218,542

)

 

(357,790

)

Prepaid expenses and other current assets

 

 

97,295

 

 

 

(891,399

)

Operating lease right-of-use asset

 

 

93,626

 

 

 

75,989

 

Accounts payable

 

952,936

 

 

1,803,093

 

Accrued expenses

 

 

520,042

 

 

 

164,693

 

Contract liabilities

 

 

(23,400

)

 

 

(5,000

)

Operating lease liability

 

(86,535

)

 

(84,005

)

Net cash used in operating activities

 

(2,093,442

)

 

(4,050,573

)

Cash Flows from Investing Activities:

 

 

Purchase of property and equipment

 

 

 

(344,801

)

Net cash used in investing activities

 

 

 

(344,801

)

Cash Flows from Financing Activities:

 

 

 

Proceeds from issuance of common stock

 

 

200,000

 

 

 

 

Restricted stock units used for tax withholdings

 

 

(1,873

)

 

 

 

Proceeds from the issuance of Legacy Nuburu preferred stock

 

 

 

 

 

5,000

 

Proceeds from reverse recapitalization

 

 

 

 

 

3,243,079

 

Payment of transaction costs related to the reverse recapitalization

 

 

 

 

 

(3,634,913

)

Proceeds from issuance of Legacy Nuburu convertible promissory notes

 

 

 

4,100,000

 

Repayment of related party convertible promissory notes

 

 

 

 

 

(675,000

)

Payment of deferred financing costs

 

 

(21,500

)

 

 

 

Net cash provided by financing activities

 

176,627

 

 

3,038,166

 

NET CHANGE IN CASH DURING THE PERIOD

 

(1,916,815

)

 

(1,357,208

)

CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD

 

2,148,700

 

 

2,880,254

 

CASH AND CASH EQUIVALENTS ―END OF PERIOD

$

231,885

 

$

1,523,046

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

 

Cash paid for interest

 

$

 

$

 

Cash paid for income taxes

 

$

 

 

$

 

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

Transfer of property and equipment from inventory

 

$

68,499

 

 

$

 

Purchase of property and equipment in accounts payable and accrued expenses

 

$

540,028

 

 

$

 

Deferred financing costs included in accounts payable and accrued expenses

 

$

697,563

 

$

384,522

 

Transaction costs related to the reverse recapitalization not yet paid

 

$

1,007,439

 

$

2,107,439

 

Issuance of Common Stock upon conversion of preferred stock in connection with the reverse recapitalization

 

$

 

$

11,575,286

 

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

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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 $5,700,653 and $4,767,517, respectively, and the Company has an accumulated deficit of $102,987,442 as of March 31, 2024. The Company anticipates that it will incur net losses for the foreseeable future and, even if it increases revenue, there is no guarantee that it will ever become profitable. All of the aforementioned factors raise substantial doubt about the Company's ability to continue as a going concern. The Company expects to continue to expand its operations, including by investing in manufacturing, sales and marketing, research and development and infrastructure to support its growth.

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

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, 2023 filed with the SEC on April 15, 2024, and as subsequently amended. Other than as noted below, the significant accounting policies have not changed significantly since that filing.

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 $76,744 in revenue at the commencement of the lease for sales-type leases, which is included in revenue in the condensed consolidated statements of operations and comprehensive loss. During the three months ended March 31, 2024, the Company recognized $398 in interest income for its sales-type leases, which is included in interest income in the condensed consolidated statements of operations and comprehensive loss. As of March 31, 2024, the Company's net investment in sales-type leases is $53,742, which is included in accounts receivable on the consolidated balance sheets.

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 10,782,091 issued and outstanding shares of Legacy Nuburu common stock and 40,392,723 issued and outstanding shares of Legacy Nuburu preferred stock received shares of Nuburu common stock at a deemed value of $10.00 per share after giving effect to the exchange ratios set forth below (the “Exchange Ratios”):

Legacy Nuburu Class / Series

 

Exchange Ratio

 

Legacy Nuburu Common Stock

 

0.515

 

Legacy Nuburu Series A Preferred Stock

 

0.566

 

Legacy Nuburu Series A-1 Preferred Stock

 

 

0.599

 

Legacy Nuburu Series B Preferred Stock

 

 

0.831

 

Legacy Nuburu Series B-1 Preferred Stock

 

 

0.515

 

Legacy Nuburu Series C Preferred Stock

 

1.146

 

This resulted in 31,323,904 shares of Nuburu Common Stock issued and outstanding as of the Closing and all holders of 7,132,467 issued and outstanding Legacy Nuburu equity awards received Nuburu equity awards covering 3,675,976 shares of Nuburu Common Stock at a deemed value of $10.00 per share after giving effect to the Exchange Ratios, based on the following events contemplated by the Business Combination Agreement:

the cancellation and conversion of all 40,392,723 issued and outstanding shares of Legacy Nuburu preferred stock into 23,237,703 shares of Nuburu Common Stock at the conversion rate as calculated pursuant to Legacy Nuburu's Certificate of Incorporation, multiplied by the Exchange Ratios at the date and time the Business Combination became effective (“Effective Time”);
the cancellation and conversion of all 10,782,091 issued and outstanding shares of Legacy Nuburu common stock into 5,556,857 shares of Nuburu Common Stock as adjusted by the Exchange Ratios;
the net exercise of all 4,000,000 outstanding warrants to purchase shares of Legacy Nuburu common stock immediately prior to the Effective Time in accordance with its terms and subsequent conversion into 1,167,557 shares of Nuburu Common Stock at the Effective Time;
the cancellation and conversion of all Legacy Nuburu Convertible Notes, which were accounted for as liabilities at fair value due to certain variable share settlement features contained within the notes, into shares of Legacy Nuburu common stock in accordance with its terms as of immediately prior to the Effective Time, which 2,642,239 shares were then outstanding as Legacy Nuburu common stock as of immediately prior to the Effective Time and subsequently converted into 1,361,787 shares of Nuburu Common Stock and 1,361,787 shares of Nuburu Series A preferred stock at the Effective Time; and
the cancellation and exchange of all 6,079,467 granted and outstanding vested and unvested Legacy Nuburu options, which became 3,133,270 Nuburu options exercisable for shares of Nuburu Common Stock with the same terms and vesting conditions except for a number of shares exercisable and the exercise price, each of which was adjusted by the Exchange Ratio; and
the cancellation and exchange of all 1,053,000 granted and outstanding vested and unvested Legacy Nuburu RSUs, which became 542,706 Nuburu RSUs for shares of Nuburu Common Stock with the same terms and vesting conditions except for the number of shares, which was adjusted by the Legacy Nuburu common stock Exchange Ratio.

The other related events that occurred in connection with the Closing are summarized below:

Tailwind and the Tailwind Sponsor entered into a letter agreement (the “Sponsor Support and Forfeiture Agreement”), dated as of August 5, 2022 (as amended by the Amended and Restated Sponsor Support and Forfeiture Agreement, dated January 31, 2023). In connection with the Business Combination, the 8,355,393 Tailwind Sponsor Class B shares were forfeited other than 1,150,000 shares of Common Stock (of which, 150,000 shares were transferred to Nautilus Maser Fund, L.P. and 50,000 shares were transferred to Cohen & Company Capital Markets at Closing) and 650,000 shares of Series A preferred stock. Additionally, upon the Closing, the Sponsor cancelled the 9,700,000 Private Placement Warrants that were held by the Sponsor.

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Tailwind, Legacy Nuburu and Lincoln Park entered into a purchase agreement pursuant to which Nuburu may direct Lincoln Park to purchase up to $100 million of Common Stock from time to time over a 48-month period, subject to certain limitations contained in the Lincoln Park Purchase Agreement. At the Closing, Nuburu issued 200,000 shares of Nuburu Common Stock to Lincoln Park.
Legacy Nuburu entered into an engagement letter with Anzu Partners on August 30, 2022 (the “Services Agreement”) relating to this arrangement pursuant to which Legacy Nuburu, in recognition of past Services, (i) agreed to pay $500,000 to Anzu Partners upon the closing of the Business Combination and (ii) issued a warrant with a strike price of $0.01 per share to Anzu Partners for 500,000 shares of Preferred Stock (the “Anzu Partners Warrant”). This warrant was exercised by Anzu Partners in connection with the Closing.

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:

 

 

Common Shares

 

 

Series A
Preferred Shares

 

Tailwind public shares

 

 

316,188

 

 

 

 

Tailwind Sponsor Class B shares

 

 

8,355,393

 

 

 

 

Total shares of Tailwind common stock outstanding immediately prior to the Business Combination

 

 

8,671,581

 

 

 

 

Less: forfeiture of the Tailwind Sponsor Class B Common Stock other than 1,150,000 shares of Common Stock and 650,000 shares of Series A Preferred Stock

 

 

(7,205,393

)

 

 

 

Tailwind Sponsor Series A Preferred Stock

 

 

 

 

 

650,000

 

Tailwind public shares issuance of Series A Preferred Stock

 

 

 

 

 

316,188

 

Legacy Nuburu shares

 

 

31,323,904

 

 

 

1,377,265

 

Lincoln Park Commitment Shares

 

 

200,000

 

 

 

 

Anzu Warrant Shares

 

 

 

 

 

500,000

 

Total shares of Nuburu Common Stock outstanding immediately after the Business Combination(1)(2)

 

32,990,092

 

 

2,843,453

 

(1) Excludes 3,675,976 shares of Common Stock as of the Closing of the Business Combination to be reserved for potential future issuance upon the exercise of Nuburu options or settlement of Nuburu RSUs.

(2) Excludes 16,710,785 Public Warrants issued and outstanding as of the Closing of the Business Combination.

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:

Legacy Nuburu stockholders comprise a majority of the voting power of Nuburu;
The Nuburu board of directors consists only of members of the Legacy Nuburu board of directors or nominees selected by Legacy Nuburu;
Legacy Nuburu’s operations prior to the acquisition comprise the only ongoing operations of Nuburu;
Legacy Nuburu’s senior management comprises the senior management of Nuburu;
Nuburu has assumed the Legacy Nuburu name; and
Legacy Nuburu’s headquarters have become Nuburu’s headquarters.

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 $3.2 million, prior to deducting transaction and issuance costs. Legacy Nuburu’s total transaction expenses were approximately $3.2 million and Tailwind’s total transaction expenses were approximately $2.5 million after taking into account waivers of costs incurred by Legacy Nuburu and Tailwind.

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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:

 

March 31,
2024

 

 

December 31,
2023

 

Raw materials and supplies

 

$

2,115,054

 

 

$

1,973,634

 

Work-in-process

 

 

169,273

 

 

158,346

 

Finished goods

 

 

490,241

 

 

457,752

 

Inventories, gross

 

 

2,774,568

 

 

2,589,732

 

Less: inventory reserve

 

 

(1,161,469

)

 

 

(1,133,457

)

Inventories, net

 

$

1,613,099

 

$

1,456,275

 

During the three months ended March 31, 2024 and 2023, the Company recorded net lower of cost or net realizable value charges of $28,012 and $231,320, respectively.

Property and Equipment, Net

Property and equipment, net as of March 31, 2024 and December 31, 2023 consisted of the following:

 

March 31,
2024

 

 

December 31,
2023

 

Machinery and equipment

 

$

7,225,153

 

 

$

7,179,629

 

Leasehold improvements

 

 

897,948

 

 

897,948

 

Furniture and office equipment

 

 

205,897

 

 

205,897

 

Computer equipment and software

 

 

197,386

 

 

197,386

 

Property and equipment, gross

 

 

8,526,384

 

 

8,480,860

 

Less: accumulated depreciation and amortization

 

 

(3,121,572

)

 

 

(2,829,884

)

Property and equipment, net

 

$

5,404,812

 

$

5,650,976

 

Depreciation and amortization expense related to property and equipment was $256,895 and $126,115 during the three months ended March 31, 2024 and 2023, respectively.

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:

 

March 31,
2024

 

 

December 31,
2023

 

Prepaid insurance

 

$

 

 

$

61,342

 

Other prepaid assets

 

 

58,814

 

 

 

94,653

 

Other current assets

 

 

146

 

 

260

 

Total prepaid expenses and other current assets

 

$

58,960

 

$

156,255

 

Accrued Liabilities

Accrued liabilities as of March 31, 2024 and December 31, 2023 consisted of the following:

 

March 31,
2024

 

 

December 31,
2023

 

Accrued payroll and related benefits

 

$

447,488

 

 

$

754,904

 

Accrued legal, accounting and professional fees

 

 

1,419,647

 

 

838,865

 

Accrued transaction costs related to the reverse recapitalization

 

 

503,600

 

 

 

503,600

 

Accrued taxes payable

 

 

116,215

 

 

 

89,346

 

Accrued interest

 

 

498,908

 

 

 

337,913

 

Other

 

 

262,989

 

 

225,677

 

Total accrued expenses

 

$

3,248,847

 

$

2,750,305

 

 

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

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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, no warrants were exercised.

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 $3,311 and $501,324, respectively, related to the change in fair value of the Public Warrants and the Junior Note Warrants for the periods presented. There were no transfers between Level 1, Level 2, and Level 3 in any periods presented.

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:

 

 

At March 31, 2024

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Public Warrants(1)

 

$

 

 

$

 

$

 

$

 

Junior Note Warrants

 

 

 

 

 

 

 

 

2,235,208

 

 

 

2,235,208

 

 

 

At December 31, 2023

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Public Warrants(1)

 

$

 

 

$

 

$

 

$

 

Junior Note Warrants

 

 

 

 

 

 

 

 

2,238,519

 

 

 

2,238,519

 

 

(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:

 

Three Months Ended March 31,

 

Three Months Ended March 31,

 

 

 

2024

 

 

2023

 

Fair value, beginning of period

$

 

$

 

Recognition of Public Warrants upon the reverse recapitalization

 

 

 

 

 

1,336,863

 

Change in fair value

 

 

 

(501,324

)

Fair value, end of period

$

 

$

835,539

 

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 $0.0001 per share, at a price of $11.50 per share, and listed to trade on the NYSE American under the symbol “BURU.WS”, and (b) immediately suspend trading in the Public Warrants due to “abnormally low” trading price levels. As such, the Public Warrants were determined to have no value as of March 31, 2024 and December 31, 2023.

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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:

 

 

Three Months Ended March 31,

 

 

Three Months Ended March 31,

 

 

 

2024

 

 

2023

 

Fair value, beginning of period

$

2,238,519

 

$

 

Change in fair value

 

(3,311

)

 

 

Fair value, end of period

$

2,235,208

 

$

 

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:

 

 

Three Months Ended March 31,

 

 

 

2023

 

Fair value, beginning of period

$

22,688,097

 

Cancellation and conversion in connection with the Business Combination

 

 

(22,688,097

)

Fair value as of March 31, 2023

$

 

 

 

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 27,900 square feet of office space. The original term of the lease was set to expire in December 2024, however, in November 2023, the Company elected to extend the lease through June 2025. In recognition of the ROU asset and the related lease liability as of March 31, 2024, any further options to extend the lease term have not been included as the Company was not reasonably certain to exercise any such option.

As of March 31, 2024 and March 31, 2023, the weighted-average remaining lease term was 1.3 years and 1.8 years, respectively, and the weighted-average discount rate used was 7.0% and 5.5%, respectively.

During the three months ended March 31, 2024 and 2023, the Company recognized the following lease costs arising from the lease transaction:

Three months ended March 31,

 

 

2024

 

 

2023

 

Operating lease cost

$

102,938

 

$

85,036

 

The Company recognized the following cash flow transactions arising from lease transactions:

Three months ended March 31,

 

 

2024

 

 

2023

 

Cash paid for amounts included in the measurement of lease liabilities

$

95,846

 

$

93,053

 

Right-of-use assets obtained in exchange for new operating lease liabilities

 

 

 

 

 

On March 31, 2024, the future payments and interest expense for the operating leases are as follows:

Year Ending December 31,

Future Payments

 

2024

$

287,537

 

2025

 

240,834

 

Total undiscounted cash flows

 

 

528,371

 

Less: imputed interest

 

 

(22,152

)

Present value of lease liabilities

$

506,219

 

 

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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 $455,000 in outstanding firm purchase commitments to acquire inventory and research and development parts from suppliers for the Company's ongoing operations.

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:

Three months ended March 31,

 

 

2024

 

 

2023

 

United States

$

15,000

 

 

$

240,000

 

Asia

 

 

1,546

 

 

 

115,500

 

Europe

 

77,003

 

 

 

114,489

 

Total

$

93,549

 

 

$

469,989

 

Revenue from contracts with customers are disaggregated as follows: