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 June 30, 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

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 and six months ended June 30, 2024, originally filed with the Securities and Exchange Commission (the “SEC”) on August 14, 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 June 30, 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. Additionally, the Company filed Amendment No.1 on Form 10-Q/A for the three months ended March 31, 2024 filed on [DATE]. Accordingly, investors should rely solely on such amended filings for financial statements and other financial data relating to these periods.

For additional information related to the June 30, 2024 restatement, see Note 15, “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 No. 1 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 June 30, 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

		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 (Unaudited)	6
	Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit (Unaudited) (As Restated)	7
	Condensed Consolidated Statements of Cash Flows (Unaudited)	9
	Notes to Condensed Consolidated Financial Statements (As Restated)	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36
Item 4.	Controls and Procedures	36
PART II – OTHER INFORMATION		38
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39
SIGNATURES		40

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;

3

•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;

"Common Stock" are to the Company's common stock, par value of $0.0001 per share, listed on the New York Stock Exchange after the Business Combination;

“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)

	June 30, 2024			December 31, 2023
	(As Restated) (Unaudited)			(As Restated)
ASSETS
Current assets
Cash and cash equivalents	$	117,188		$	2,148,700
Accounts receivable		73,275			482,279
Inventories, net of reserve of $1,161,469 and $1,133,457 at June 30, 2024 and December 31, 2023, respectively		1,526,402			1,456,275
Deferred financing costs		—			50,000
Prepaid expenses and other current assets		894,679			156,255
Total current assets		2,611,544			4,293,509
Property and equipment, net		5,343,753			5,650,976
Operating lease right-of-use assets		397,388			586,164
Other assets		34,359			34,359
TOTAL ASSETS	$	8,387,044		$	10,565,008
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	5,675,344		$	4,744,606
Accrued expenses		4,316,645			2,750,305
Current portion of operating lease liability		418,162			355,385
Contract liabilities		24,000			30,400
Shareholder advances		644,936			—
Current portion of notes payable		2,423,274			2,147,992
Total current liabilities		13,502,361			10,028,688
Operating lease liability, net of current portion		—			237,369
Convertible notes payable		5,385,147			6,713,241
Warrant liabilities		452,007			2,238,519
TOTAL LIABILITIES		19,339,515			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 June 30, 2024 and December 31, 2023		23,889,050			23,889,050
Stockholders’ Deficit
Common stock, $0.0001 par value; 250,000,000 shares authorized; 3,247,323 and 922,362 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively (1)		325			92
Additional paid-in capital (1)		80,832,984			64,744,838
Accumulated deficit		(115,674,830	)		(97,286,789	)
Total Stockholders’ Deficit		(34,841,521	)		(32,541,859	)
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT	$	8,387,044		$	10,565,008

(1)Periods presented have been adjusted to reflect the 1-for-40 reverse stock split on July 23, 2024. See Note 2 - Summary of Significant Accounting Policies for additional information.

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)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Revenue	$	49,278		$	1,054,062		$	142,827		$	1,524,051
Cost of revenue		733,726			2,485,264			1,590,682			3,697,701
Gross margin		(684,448	)		(1,431,202	)		(1,447,855	)		(2,173,650	)
Operating expenses:
Research and development		683,381			1,619,411			1,449,876			2,951,716
Selling and marketing		(73,070	)		366,406			272,520			542,662
General and administrative		2,111,018			3,024,013			5,000,363			6,074,272
Total operating expenses		2,721,329			5,009,830			6,722,759			9,568,650
Loss from operations		(3,405,777	)		(6,441,032	)		(8,170,614	)		(11,742,300	)
Interest income		4,741			12,489			16,481			44,916
Interest expense		(941,614	)		(12,384	)		(1,892,481	)		(12,384	)
Change in fair value of warrant liabilities, net		1,783,201			334,215			1,786,512			835,539
Loss on extinguishment of debt		(10,346,108	)		—			(10,346,108	)		—
Other income, net		218,169			—			218,169			—
Loss before provision for income taxes	$	(12,687,388	)	$	(6,106,712	)	$	(18,388,041	)	$	(10,874,229	)
Provision for income taxes		—			—			—			—
Net loss and comprehensive loss	$	(12,687,388	)	$	(6,106,712	)	$	(18,388,041	)	$	(10,874,229	)
Net loss per common share, basic and diluted (1)	$	(7.60	)	$	(7.02	)	$	(14.18	)	$	(14.42	)
Weighted-average common shares used to compute net loss per common share, basic and diluted (1)		1,670,052			869,401			1,296,478			754,280

(1)Periods presented have been adjusted to reflect the 1-for-40 reverse stock split on July 23, 2024. See Note 2 - Summary of Significant Accounting Policies for additional information.

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' DEFICIT

(UNAUDITED) (As Restated)

	Convertible Preferred Stock				Common Stock
	Shares		Amount		Shares (1)			Amount (1)			Additional Paid-in Capital (1)			Accumulated Deficit			Total Stockholders' Deficit
Balance as of December 31, 2023		2,388,905	$	23,889,050		922,362		$	92		$	64,744,838		$	(97,286,789	)	$	(32,541,859	)
Issuance of Common Stock		—		—		40,000			4			199,996			—			200,000
Issuance of Common Stock from releases of restricted stock units		—		—		1,237			1			(1	)		—			—
Restricted stock units used for tax withholdings		—		—		(285	)		(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		963,314		$	96		$	65,557,076		$	(102,987,442	)	$	(37,430,270	)
Issuance of Common Stock to extinguish debt		—		—		2,248,312			225			13,356,187			—			13,356,412
Issuance of Common Stock from releases of restricted stock units		—		—		48,779			5			(5	)		—			—
Restricted stock units used for tax withholdings		—		—		(13,082	)		(1	)		(70,712	)		—			(70,713	)
Issuance of pre-funded warrants		—		—		—			—			1,539,866			—			1,539,866
Stock-based compensation		—		—		—			—			450,572			—			450,572
Net loss		—		—		—			—			—			(12,687,388	)		(12,687,388	)
Balance as of June 30, 2024		2,388,905	$	23,889,050		3,247,323		$	325		$	80,832,984		$	(115,674,830	)	$	(34,841,521	)

(1)Periods presented have been adjusted to reflect the 1-for-40 reverse stock split on July 23, 2024. See Note 2 - Summary of Significant Accounting Policies for additional information.

7

	Convertible Preferred Stock						Common Stock
	Shares(2)			Amount			Shares(1) (2)		Amount		Additional Paid-in Capital			Accumulated Deficit			Total Stockholders' Equity (Deficit)
Balance as of December 31, 2022		23,237,703		$	4,040			138,922	$	13	$	59,346,016		$	(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			34,045		3		13,345,377			—			13,345,380
Conversion of Legacy Nuburu convertible preferred stock into Common Stock in connection with the reverse recapitalization		(23,237,703	)		(4,040	)		580,943		59		1,717			—			1,776
Issuance of Common Stock and Series A preferred stock upon the reverse recapitalization, net of issuance costs		1,481,666			14,816,660			80,844		9		(18,073,988	)		—			(18,073,979	)
Issuance of Common Stock and Series A preferred stock to satisfy certain reverse recapitalization costs		195,452			1,954,520			4,887		—		(1,952,329	)		—			(1,952,329	)
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			839,641	$	84	$	51,793,908		$	(81,347,922	)	$	(29,553,930	)
Issuance of Common Stock from option exercises		—			—			129		—		6,999			—			6,999
Issuance of Common Stock from releases of restricted stock units		—			—			391		—		—			—			—
Issuance of Common Stock from the Lincoln Park Purchase Agreement		—			—			42,048		4		2,099,993			—			2,099,997
Issuance of Common Stock warrants in connection with the 2023 Note and Warrant Purchase Agreement (net of issuance cost of $160,345)		—			—			—		—		2,351,414			—			2,351,414
Stock-based compensation		—			—			—		—		796,783			—			796,783
Net loss		—			—			—		—		—			(6,106,712	)		(6,106,712	)
Balance as of June 30, 2023		3,038,905		$	30,389,050			882,209	$	88	$	57,049,097		$	(87,454,634	)	$	(30,405,449	)

(1)Periods presented have been adjusted to reflect the 1-for-40 reverse stock split on July 23, 2024. See Note 2 - Summary of Significant Accounting Policies for additional information.

(2)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.

8

NUBURU, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended June 30,
	2024			2023
Cash Flows from Operating Activities:
Net loss	$	(18,388,041	)	$	(10,874,229	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		389,538			225,016
Stock-based compensation		1,064,687			1,260,761
Change in fair value of warrant liabilities		(1,786,512	)		(835,539	)
Inventory reserve adjustments		28,012			669,398
Amortization of debt discount		1,531,541			—
Amortization of deferred financing costs		407,120			—
Loss on extinguishment of debt		10,346,108			—
Changes in operating assets and liabilities:
Accounts receivable		409,004			(319,735	)
Inventories		(203,429	)		(160,726	)
Prepaid expenses and other current assets		(738,424	)		(665,240	)
Operating lease right-of-use asset		188,776			153,138
Accounts payable		916,495			2,639,014
Accrued expenses		1,693,890			(623,819	)
Contract liabilities		(6,400	)		1,325
Operating lease liability		(174,592	)		(169,172	)
Net cash used in operating activities		(4,322,227	)		(8,699,808	)
Cash Flows from Investing Activities:
Purchase of property and equipment		—			(825,872	)
Net cash used in investing activities		—			(825,872	)
Cash Flows from Financing Activities:
Proceeds from issuance of June 2023 Senior Convertible Notes and Warrants		—			9,225,000
Proceeds from issuance of common stock		200,000			—
Proceeds from issuance of pre-funded warrants		1,539,866			—
Proceeds from the exercise of stock options		—			6,999
Restricted stock units used for tax withholdings		(72,587	)		—
Proceeds from the issuance of Legacy Nuburu preferred stock		—			5,000
Proceeds from reverse recapitalization		—			3,243,079
Proceeds from issuance of Common Stock from the Lincoln Park Purchase Agreement		—			2,099,997
Payment of transaction costs related to the reverse recapitalization		—			(4,734,913	)
Proceeds from issuance of Legacy Nuburu convertible promissory notes		—			4,100,000
Repayment of related party convertible promissory notes		—			(675,000	)
Shareholder advances		644,936			—
Payment of deferred financing costs		(21,500	)		—
Net cash provided by financing activities		2,290,715			13,270,162
NET CHANGE IN CASH DURING THE PERIOD		(2,031,512	)		3,744,482
CASH AND CASH EQUIVALENTS ―BEGINNING OF PERIOD		2,148,700			2,880,254
CASH AND CASH EQUIVALENTS ―END OF PERIOD	$	117,188		$	6,624,736
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	$	154,971		$	—
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		$	1,007,439
Transaction costs related to the reverse recapitalization not yet paid	$	1,007,439		$	160,345
Issuance of Common Stock upon extinguishment of debt	$	13,356,412		$	—
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 June 30, 2024, the Company has incurred operating losses and negative cash flows from operating activities. For the six months ended June 30, 2024 and 2023, the Company has incurred operating losses, including net losses of $18,388,041 and $10,874,229, respectively, and the Company has an accumulated deficit of $115,674,830 as of June 30, 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 15, “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 June 30, 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 and six months ended June 30, 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.

Reverse Stock Split

Following stockholder approval on February 22, 2024, the Company effected a reverse stock split of its Common Stock at a ratio of 1-for-40 (the “Reverse Stock Split.”) The Reverse Stock Split was effective July 23, 2024. No changes were made to the number of authorized shares. Proportional adjustments were made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s equity awards, warrants, and other equity instruments convertible into Common Stock, as well as the applicable exercise price. All share and per share amounts of our Common Stock presented have been retroactively adjusted to reflect the Reverse Stock Split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid-in capital.

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.

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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 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 and six months ended June 30, 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 and six months ended June 30, 2024, the Company recognized $858 and $1,256, respectively, 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 June 30, 2024, the Company's net investment in sales-type leases is $54,600, which is included in accounts receivable on the consolidated balance sheets.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280)-Improvements to Reportable Segment Disclosures, which expands public entities' segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and subsequent interim periods, with early adoption permitted. The Company currently evaluating the impact of adopting ASU 2023-07 will have on its consolidated financial statements.

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 $400.00 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		0.013
Legacy Nuburu Series A Preferred Stock		0.014
Legacy Nuburu Series A-1 Preferred Stock		0.015
Legacy Nuburu Series B Preferred Stock		0.021
Legacy Nuburu Series B-1 Preferred Stock		0.013
Legacy Nuburu Series C Preferred Stock		0.029

This resulted in 783,098 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 91,899 shares of Nuburu Common Stock at a deemed value of $400.00 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 580,943 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 138,922 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 29,189 shares of Nuburu Common Stock at the Effective Time;

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•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 34,045 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 78,332 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 13,568 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 28,750 shares of Common Stock (of which, 3,750 shares were transferred to Nautilus Maser Fund, L.P. and 1,250 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.

•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 5,000 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		7,905			—
Tailwind Sponsor Class B shares		208,885			—
Total shares of Tailwind common stock outstanding immediately prior to the Business Combination		216,790			—
Less: forfeiture of the Tailwind Sponsor Class B Common Stock other than 28,750 shares of Common Stock and 650,000 shares of Series A Preferred Stock		(180,135	)		—
Tailwind Sponsor Series A Preferred Stock		—			650,000
Tailwind public shares issuance of Series A Preferred Stock		—			316,188
Legacy Nuburu shares		783,098			1,377,265
Lincoln Park Commitment Shares		5,000			—
Anzu Warrant Shares		—