UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 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.

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	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	30
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	41
Item 4.	Controls and Procedures	41
PART II – OTHER INFORMATION		42
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	42
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	44
SIGNATURES		45

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;

•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 any equity line of credit we may have in place from time-to-time;

•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. Unaudited Condensed Consolidated 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 (defined below) with a subsidiary of Tailwind (defined below), 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, Inc. and Compass 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 (defined below);

“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. Unaudited Condensed Consolidated Financial Statements

NUBURU, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2024			December 31, 2023
	(Unaudited)			(As Restated)
ASSETS
Current assets
Cash and cash equivalents	$	232,075		$	2,148,700
Accounts receivable		54,600			482,279
Inventories, net of reserve of $1,161,469 and $1,133,457 at September 30, 2024 and December 31, 2023, respectively		1,526,470			1,456,275
Deferred financing costs		—			50,000
Prepaid expenses and other current assets		527,061			156,255
Total current assets		2,340,206			4,293,509
Property and equipment, net		5,137,035			5,650,976
Operating lease right-of-use assets		300,688			586,164
Other assets		34,359			34,359
TOTAL ASSETS	$	7,812,288		$	10,565,008
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	5,962,062		$	4,744,606
Accrued expenses		4,443,179			2,750,305
Current portion of operating lease liability		328,554			355,385
Contract liabilities		24,000			30,400
Shareholder advances		644,936			—
Current portion of notes payable		4,232,041			2,147,992
Convertible note derivative liability		37,900			—
Total current liabilities		15,672,672			10,028,688
Operating lease liability, net of current portion		—			237,369
Convertible notes payable		4,511,880			6,713,241
Warrant liabilities		82,333			2,238,519
TOTAL LIABILITIES		20,266,885			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 September 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; 5,686,498 and 922,362 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively (1)		569			92
Additional paid-in capital (1)		83,708,136			64,744,838
Accumulated deficit		(120,052,352	)		(97,286,789	)
Total Stockholders’ Deficit		(36,343,647	)		(32,541,859	)
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT	$	7,812,288		$	10,565,008

(1)Amount presented as of December 31, 2023 is 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 September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenue	$	—		$	186,743		$	142,827		$	1,710,794
Cost of revenue		359,950			1,115,703			1,950,632			4,813,404
Gross margin		(359,950	)		(928,960	)		(1,807,805	)		(3,102,610	)
Operating expenses:
Research and development		206,474			1,348,450			1,656,350			4,300,166
Selling and marketing		113,445			523,627			385,965			1,066,289
General and administrative		1,941,085			2,335,605			6,941,448			8,409,877
Total operating expenses		2,261,004			4,207,682			8,983,763			13,776,332
Loss from operations		(2,620,954	)		(5,136,642	)		(10,791,568	)		(16,878,942	)
Interest income		721			46,998			17,202			91,914
Interest expense		(929,046	)		(162,765	)		(2,821,527	)		(175,149	)
Change in fair value of warrant liabilities		369,674			167,108			2,156,186			1,002,647
Change in fair value of derivative liability		141,100			—			141,100			—
Loss on extinguishment of debt		(1,339,017	)		—			(11,685,125	)		—
Other income, net		—			—			218,169			—
Loss before provision for income taxes	$	(4,377,522	)	$	(5,085,301	)	$	(22,765,563	)	$	(15,959,530	)
Provision for income taxes		—			—			—			—
Net loss and comprehensive loss	$	(4,377,522	)	$	(5,085,301	)	$	(22,765,563	)	$	(15,959,530	)
Net loss per common share, basic and diluted (1)	$	(1.12	)	$	(5.74	)	$	(10.45	)	$	(19.98	)
Weighted-average common shares used to compute net loss per common share, basic and diluted (1)		3,924,580			885,628			2,178,902			798,888

(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)

	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	)
Fractional shares issued for stock split		—		—		25,635			3			(3	)		—			-
Common stock issued for services		—		—		12,500			1			—			—			1
Issuance of Common Stock to extinguish debt		—		—		2,399,850			240			1,828,052			—			1,828,292
Issuance of Common Stock from releases of restricted stock units		—		—		1,491			—			—			—			-
Restricted stock units used for tax withholdings		—		—		(301	)		—			(502	)		—			(502	)
Issuance of pre-funded warrants		—		—		-			—			600,000			—			600,000
Stock-based compensation		—		—		-			—			447,605			—			447,605
Net loss		—		—		-			—			—			(4,377,522	)		(4,377,522	)
Balance as of September 30, 2024		2,388,905	$	23,889,050		5,686,498		$	569		$	83,708,136		$	(120,052,352	)	$	(36,343,647	)

(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

NUBURU, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT

(UNAUDITED) - (Continued)

	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			(18,071,777	)		—			(18,071,768	)
Issuance of Common Stock and Series A preferred stock to satisfy certain reverse recapitalization costs		195,452			1,954,520			4,887			—			(1,954,540	)		—			(1,954,540	)
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	)
Issuance of Common Stock from releases of restricted stock units		—			—			8,165			1			(1	)		—			—
Restricted stock units used for tax withholdings		—			—			(1,505	)		(1	)		(31,594	)		—			(31,595	)
Stock-based compensation		—			—			—			—			635,028			—			635,028
Net loss		—			—			—			—			—			(5,085,301	)		(5,085,301	)
Balance as of September 30, 2023		3,038,905		$	30,389,050			888,869		$	88		$	57,652,530		$	(92,539,935	)	$	(34,887,317	)

(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)

	Nine Months Ended September 30,
	2024			2023
Cash Flows from Operating Activities:
Net loss	$	(22,765,563	)	$	(15,959,530	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		596,256			369,971
Stock-based compensation		1,512,292			1,895,789
Change in fair value of warrant liabilities		(2,156,186	)		(1,002,647	)
Change in fair value of derivative liability		(141,100	)		—
Inventory reserve adjustments		28,012			754,840
Amortization of debt discount		2,218,506			—
Amortization of deferred financing costs		551,431			—
Loss on extinguishment of debt		11,685,125			—
Changes in operating assets and liabilities:
Accounts receivable		427,679			(142,704	)
Inventories		(203,497	)		(957,916	)
Prepaid expenses and other current assets		(370,806	)		(492,507	)
Operating lease right-of-use asset		285,476			231,463
Accounts payable		1,138,413			2,695,273
Accrued expenses		1,964,723			(447,024	)
Contract liabilities		(6,400	)		51,325
Operating lease liability		(264,200	)		(255,514	)
Net cash used in operating activities		(5,499,839	)		(13,259,181	)
Cash Flows from Investing Activities:
Purchase of property and equipment		—			(1,142,910	)
Net cash used in investing activities		—			(1,142,910	)
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		2,139,866			—
Proceeds from the exercise of stock options		—			6,999
Restricted stock units used for tax withholdings		(73,088	)		(31,595	)
Proceeds from the issuance of Legacy Nuburu preferred stock		—			5,000
Proceeds from reverse recapitalization		—			3,243,079
Proceeds from debt borrowings		743,000			—
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	)
Payment of offering costs related to the 2023 Note and Warrant Purchase Agreement		—			(25,000	)
Shareholder advances		644,936			—
Payment of deferred financing costs		(71,500	)		(65,000	)
Net cash provided by financing activities		3,583,214			13,148,567
NET CHANGE IN CASH DURING THE PERIOD		(1,916,625	)		(1,253,524	)
CASH AND CASH EQUIVALENTS ―BEGINNING OF PERIOD		2,148,700			2,880,254
CASH AND CASH EQUIVALENTS ―END OF PERIOD	$	232,075		$