For the fiscal year ended December 31, 2024 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 juris ...

Core Viewpoint - COEPTIS, Inc. has announced a strategic partnership with NUBURU, Inc. to enhance operational efficiency and revamp business models in the defense-tech and security sectors through advanced technology and AI integration [1][3][4]. Company Overview - COEPTIS, Inc. is a biopharmaceutical and technology company focused on innovative cell therapy platforms for various diseases, aiming to improve patient outcomes through advanced research and development [6][7]. - NUBURU, Inc. specializes in high-power blue laser technology and is executing a comprehensive growth strategy to expand into defense-tech and operational resilience solutions [10]. Partnership Details - The partnership involves COEPTIS' NexGenAI Affiliates Network assisting NUBURU in its Transformation Plan using AI-driven capabilities and robotic process automation [2][5]. - This collaboration is expected to enhance NUBURU's marketing and B2B sales processes, particularly in the defense and security sectors, leveraging its expertise in laser technology [3][4]. Strategic Goals - The integration of NexGen's AI capabilities is aimed at optimizing marketing strategies, enhancing customer engagement, and implementing operational efficiencies for NUBURU [5][6]. - NUBURU's Executive Chairman emphasized that this partnership aligns with their vision of creating synergies across acquisitions and enhancing market presence in high-value sectors [4][10].

Revenue Performance - Total revenue for the three months ended September 30, 2024, was $186,743, compared to $0 for the same period in 2023, with net losses of $4,377,522 and $5,085,301 respectively[150] - For the nine months ended September 30, 2024, total revenue was $142,827, down from $1,710,794 in 2023, with net losses increasing to $22,765,563 from $15,959,530[150] - Nuburu's revenue for the three months ended September 30, 2024, decreased by $186,743 compared to the same period in 2023, primarily due to cost reduction measures including employee furloughs[186] - Revenue decreased by $1,567,967 for the nine months ended September 30, 2024, compared to the same period in 2023, primarily due to cost reduction measures including employee furloughs[195] - Revenue for 2024 was $142,827, a decrease of $1,567,967 compared to $1,710,794 in 2023, representing a decline of approximately 91.66%[222] Expenses and Cost Management - Cost of revenue decreased by $755,753 during the same period, attributed to a reduction in direct labor costs of approximately $383,000 and direct job costs and materials of approximately $326,000[187] - Research and development expenses decreased by $1,141,976, mainly due to lower personnel costs of approximately $1,010,000 and reduced spending on the BLTM series[188] - Selling and marketing expenses decreased by $410,182, primarily due to lower personnel costs and consulting expenses[189] - General and administrative expenses decreased by $394,520, driven by reduced compliance costs and personnel costs, partially offset by increased professional service costs[190] - Cost of revenue decreased by $2,862,772 during the nine months ended September 30, 2024, mainly due to a reduction in direct job costs and materials related to decreased production of laser systems[196] - Research and development expenses decreased by $2,643,816 for the nine months ended September 30, 2024, primarily due to lower personnel costs and reduced spending on the BLTM series[197] - Selling and marketing expenses decreased by $680,324 during the nine months ended September 30, 2024, attributed to lower personnel costs and the reversal of stock compensation expenses[198] - General and administrative expenses decreased by $1,468,429 for the nine months ended September 30, 2024, driven by reduced compliance costs and personnel expenses[199] Financial Position and Cash Flow - Cash and cash equivalents decreased to $232,075 as of September 30, 2024, down from $2,148,700 as of December 31, 2023[206] - Net cash used in operating activities was $5,499,839 for the nine months ended September 30, 2024, a decrease from $13,259,181 in the same period in 2023[214] - Net cash provided by financing activities was $3,583,214 for the nine months ended September 30, 2024, compared to $13,148,567 for the same period in 2023[217] - Net cash used in operating activities for the nine months ended September 30, 2024, was $(5,499,839), down from $(13,259,181) in 2023, indicating improved cash flow management[229] - The company reported no off-balance sheet arrangements as of September 30, 2024, indicating a stable financial position[230] Losses and Financial Outlook - The company expects to incur significant expenses and operating losses as it continues research and development and seeks to commercialize its products[151] - The company anticipates continued net losses for the foreseeable future, raising substantial doubt about its ability to continue as a going concern[207] - Net loss for the nine months ended September 30, 2024, was $22,765,563, compared to a net loss of $15,959,530 for the same period in 2023[207] - Net loss for the three months ended September 30, 2024, was $(4,377,522), compared to $(5,085,301) in 2023, indicating a reduction in losses of approximately 13.91%[228] Capital and Financing Activities - A reverse stock split of 1-for-40 was executed on July 23, 2024, following stockholder approval[155] - The company entered into a Securities Purchase Agreement on April 3, 2024, for $3,000,000 in new shares, but only $644,936 has been advanced[156] - During the three months ended September 30, 2024, the company issued 665,410 pre-funded warrants for total cash proceeds of $600,000[157] - The company has negotiated a Master Agreement with Liqueous LP for a strategic financing framework, including an immediate capital infusion of $3.0 million[162] - The effective interest rate of the August 2024 Convertible Notes was 180.2% as of September 30, 2024[161] Gains and Liabilities - A gain of $369,674 was recorded in the change in fair value of warrant liabilities for the third quarter of 2024, compared to a gain of $167,108 in the same period of 2023[193] - A gain of $141,100 was recorded in the change in fair value of derivative liability, which was not present in the third quarter of 2023[194] - A loss on extinguishment of debt of $1,339,017 was recorded for the three months ended September 30, 2024, related to the issuance of shares to extinguish principal and accrued interest under Senior and Junior Notes[194] Non-GAAP Measures - The company utilizes non-GAAP measures such as EBITDA and Free cash flow to assess operational performance, which may not be comparable to similar measures from other companies[224] - EBITDA for the nine months ended September 30, 2024, was $(19,364,982), compared to $(15,506,324) in the same period of 2023, reflecting a decline of approximately 24.06%[228] - Free cash flow for the nine months ended September 30, 2024, was $(5,499,839), an improvement of $8,902,252 from $(14,402,091) in 2023[229] - Total gross margin for 2024 was $(1,807,805), an improvement of $1,294,805 from $(3,102,610) in 2023[222] Patent and Technology Development - The company has over 220 granted and pending patents globally, focusing on blue laser applications and technologies[146] Accounting and Estimates - The company continues to evaluate its accounting estimates and has not made significant changes during the nine months ended September 30, 2024[233]

Core Insights - Liqueous LP has announced a $65 million financing program for Nuburu Inc., which focuses on high-power industrial blue laser technology, significantly exceeding Nuburu's current market cap of approximately $2.6 million, indicating the company's substantial intrinsic value and transformative potential across multiple industries [1][2][5] Financing Structure - The investment consists of a $15 million direct capital injection and a $50 million equity line of credit (ELOC), aimed at accelerating Nuburu's expansion in sectors such as e-mobility, healthcare, defense, and consumer electronics [2][4] - The financing is structured to minimize dilution through pre-funded warrants executed at market prices, allowing for potential price appreciation and flexibility across each tranche [2][4] Investment Terms - Under the Master Transaction Terms Agreement, Liqueous LP will provide immediate capital, including an initial $3 million investment via pre-funded warrants, followed by weekly capital infusions of $1.25 million until an additional $10 million is invested [3][4] - Nuburu will also have access to a $50 million equity line of credit, providing flexibility for future growth, including a $2.5 million convertible note available for immediate use [3][4] Market Position and Technology - Nuburu has secured contracts with NASA and key clients such as the U.S. Air Force, showcasing its growing market presence in precision and high-speed processing industries like space exploration and aerospace [5][7] - Nuburu's industrial blue lasers are designed to produce higher quality welds and parts at a rate up to eight times faster than traditional methods, emphasizing the company's innovative technology [7]

Core Insights - Liqueous LP has announced a $65 million financing program for Nuburu Inc., which focuses on high-power industrial blue laser technology, significantly exceeding Nuburu's current market cap of approximately $2.6 million, indicating the company's substantial intrinsic value and transformative potential across various industries [1][2]. Financing Structure - The investment consists of a $15 million direct capital injection and a $50 million equity line of credit (ELOC), aimed at accelerating Nuburu's expansion in sectors such as e-mobility, healthcare, defense, and consumer electronics [2]. - The financing is structured to minimize dilution through pre-funded warrants executed at market prices, allowing for potential price appreciation and flexibility across each tranche [2][3]. - Liqueous LP's investment aligns with market value, ensuring the PIPE is funded at market price without discounts or toxic dilutive features [2]. Strategic Partnership - Jacob M. Fernane, Managing Partner at Liqueous LP, emphasized that the financing solution provides predictable capital while minimizing market disruption, reflecting confidence in Nuburu's technology and its potential to revolutionize high-growth industries [2]. - Nuburu's CEO, Brian Knaley, highlighted that this financing strengthens the company's financial position and underscores the confidence Liqueous has in Nuburu's groundbreaking technology [4]. Market Presence - Nuburu has secured contracts with NASA and has key clients including the U.S. Navy and GE Additive, showcasing its growing market presence in precision and high-speed processing industries such as space exploration and aerospace [4].

Financial Performance - Total revenue for the three months ended June 30, 2024, was $49,278, a decrease of 95.3% compared to $1,054,062 for the same period in 2023[117] - Net losses for the three months ended June 30, 2024, were $12,687,388, compared to $6,106,712 for the same period in 2023, reflecting a 107.5% increase in losses[117] - The company generated total revenue of $142,827 for the six months ended June 30, 2024, down 90.6% from $1,524,051 for the same period in 2023[117] - Revenue decreased by $1,004,784 to $49,278 for the three months ended June 30, 2024, compared to $1,054,062 in the same period in 2023[145] - Revenue decreased by $1,381,224 to $142,827 for the six months ended June 30, 2024, compared to $1,524,051 in the same period in 2023[151] - The company recorded a net loss of $18,388,041 for the six months ended June 30, 2024, compared to a net loss of $10,874,229 for the same period in 2023, indicating a significant increase in losses[160] - The company anticipates continued net losses for the foreseeable future, raising substantial doubt about its ability to continue as a going concern[160] Cost Management - The company initiated operational efficiency and cost reduction measures, including temporary employee furloughs, to align costs with anticipated near-term revenue[122] - Cost of revenue decreased by $1,751,538 to $733,726 for the three months ended June 30, 2024, compared to $2,485,264 in the same period in 2023[146] - Research and development expenses decreased by $936,030 to $683,381 for the three months ended June 30, 2024, compared to $1,619,411 in the same period in 2023[146] - Selling and marketing expenses decreased by $439,476 to $73,070 for the three months ended June 30, 2024, compared to $366,406 in the same period in 2023[147] - General and administrative expenses decreased by $912,995 to $2,111,018 for the three months ended June 30, 2024, compared to $3,024,013 in the same period in 2023[147] - Total operating expenses decreased by $2,845,891 to $6,722,759 for the six months ended June 30, 2024, compared to $9,568,650 in the same period in 2023[151] Cash Flow and Liquidity - Cash and cash equivalents decreased to $117,188 as of June 30, 2024, down from $2,148,700 as of December 31, 2023, highlighting liquidity challenges[159] - Net cash used in operating activities was $4,322,227 for the six months ended June 30, 2024, a decrease from $8,699,808 in the same period of 2023, primarily due to reduced operating expenses[167] - Net cash provided by financing activities was $2,290,715 for the six months ended June 30, 2024, a decrease from $13,270,162 in the same period of 2023[169] Debt and Financing - A loss on extinguishment of debt of $10,346,108 was recorded for the three months ended June 30, 2024[150] - The company incurred a loss on debt extinguishment of $10,346,108 in the first half of 2024 after issuing 2,248,312 shares to noteholders to extinguish $4.0 million of principal[158] - The company entered into a Securities Purchase Agreement on April 3, 2024, for $3,000,000 of newly issued shares, with only $644,936 advanced due to regulatory compliance delays[124] - The company plans to rely on private and public capital raising efforts to fund operations, with no assurance of successful implementation[161] Research and Development - The company has over 220 granted and pending patents globally, focusing on blue laser applications and technologies[116] - The company plans to continue investing in research and development to enhance its position in the blue laser industry and develop new products[135] - The company launched the BL-300 laser in early Q2 2024, expanding its BL product line[129] Stock and Market Information - A reverse stock split of 1-for-40 was executed on July 23, 2024, to address stock price deficiencies[123] - As of June 30, 2024, the company has no off-balance sheet arrangements, obligations, assets, or liabilities[180] - There have been no significant changes to critical accounting estimates during the six months ended June 30, 2024, compared to previous estimates[181] - The company is a smaller reporting company and is not required to provide additional market risk disclosures[183] Operational Performance - Loss from operations improved by $3,035,255 to $(3,405,777) for the three months ended June 30, 2024, compared to $(6,441,032) in the same period in 2023[145] - Interest expense increased by $929,230 to $(941,614) for the three months ended June 30, 2024, compared to $(12,384) in the same period in 2023[148] - Total gross margin for the six months ended June 30, 2024, was $(1,447,855), an improvement of $725,795 compared to $(2,173,650) in 2023[172] - The company has an accumulated deficit of $100,286,733 as of June 30, 2024, indicating significant historical losses[160]

Core Points - Nuburu (NYSEMKT:BURU) stock is experiencing a significant rise, with a trading volume of approximately 35 million shares, surpassing the company's daily average [1] - The increase in stock price may be linked to a recent announcement regarding the company securing $500,000 in funding through an unsecured, subordinated convertible note [2] - The details of the convertible note include a 5% OID, 15% interest, and a six-month maturity, with a face amount of $525,000 [3] - The note is convertible to BURU stock at a 25% discount to a 10% premium on the share price at execution or the lowest daily VWAP during the 10 days prior to conversion [3] - Esousa, which holds a 9.9% stake in BURU with 729,299 shares, is behind the latest convertible note and has agreed to extinguish $500,000 of senior convertible notes in exchange for the new note [3][4] - As of Wednesday morning, BURU stock has increased by 47% [4]

Core Insights - Nuburu (NYSEMKT:BURU) stock is experiencing significant trading activity, with over 132 million shares traded, a stark contrast to its average daily volume of approximately 1.4 million shares [1] - The company has a low float of about 12.67 million shares, indicating potential for stock price manipulation as investors may be trying to capitalize on this low availability [2] - BURU stock has surged by 99.9% as of Friday morning and has increased by 70.6% since the beginning of the year [3] Company Developments - Nuburu plans to conduct a public offering of 16,710,785 shares of its common stock, along with warrants for an additional 16,710,785 shares, although the pricing for this offering has not yet been determined [3]

Revenue and Financial Performance - Total revenue for the three months ended March 31, 2024, was $93,549, compared to $469,989 for the same period in 2023, indicating a significant decline in revenue [229]. - Net losses for the three months ended March 31, 2024, were $5,700,653, compared to $4,767,517 for the same period in 2023, reflecting an increase in losses [229]. - Revenue decreased by $376,440 during the three months ended March 31, 2024, compared to the same period in 2023, primarily due to a decrease in laser system sales [307]. - Selling and marketing expenses increased by $169,334 during the three months ended March 31, 2024, compared to the same period in 2023, attributed to the hiring of new personnel [308]. - Cost of revenue decreased by $355,481 during the three months ended March 31, 2024, compared to the same period in 2023, mainly due to reduced production of laser systems [291]. Liquidity and Capital Resources - As of March 31, 2024, cash and cash equivalents were $231,885, down from $2,148,700 as of December 31, 2023, highlighting liquidity challenges [270]. - The company has funded capital expenditures and working capital requirements through debt and equity financing, as it has yet to generate meaningful revenue from operations [269]. - The company received net proceeds of $3,243,079 from the Business Combination, prior to transaction and issuance costs [277]. - The company plans to issue up to $50 million of securities in non-public offerings, with a maximum discount of up to 30% below the market price of its Common Stock [296]. Research and Development - The company anticipates significant increases in research and development expenses as it expands its product portfolio [287]. - The company is focusing on optimizing the BL-250 and BL-300 laser systems, which may impact production levels [291]. - The company expects to require additional engineers and production personnel as it ramps up manufacturing capabilities [284]. Operational Challenges and Strategies - The company expects to incur significant expenses and operating losses for the foreseeable future as it devotes substantial resources to commercializing new products [220]. - The company is implementing measures to improve operational efficiency and reduce costs, including temporary employee furloughs [295]. - The company must redeem the maximum portion of the Preferred Stock in cash at an amount equal to the Original Issuance Price under certain circumstances on the second anniversary of the Closing Date [270]. Customer Adoption and Market Dynamics - The company anticipates that the adoption timeline for customers from first contact to first purchase order may range up to 22-24 months [228]. - The company’s financial results will depend on customer recognition of the benefits of its blue laser technology, which has a lengthy selection process of up to 24 months [280]. - The company has over 220 granted and pending patents and patent applications globally, focusing on blue laser applications and technologies [218].

Financial Performance - The company reported a net loss of $20,706,384 for the year ended December 31, 2023, compared to a net loss of $14,129,101 for the previous year, representing a 46% increase in losses [351]. - Revenue for the year ended December 31, 2023, was $2,085,532, an increase of 45% compared to $1,440,428 in 2022 [364]. - Cost of revenue increased to $5,695,433 in 2023 from $4,859,599 in 2022, resulting in a gross margin loss of $3,609,901 [364]. - Total operating expenses rose significantly to $18,225,819 in 2023, up from $10,578,618 in 2022, driven by increases in research and development, selling and marketing, and general and administrative expenses [364]. - The net loss for the year ended December 31, 2023, was $20,706,384, compared to a net loss of $14,129,101 in 2022, reflecting a worsening of approximately 46% [364]. - The company reported a net loss per common share of $0.63 for 2023, an improvement from a loss of $2.59 per share in 2022 [364]. Cash Flow and Financing - Cash used in operating activities was $17,540,163 for 2023, up from $10,227,730 in 2022, indicating a 72% increase in cash outflow [351]. - The company raised $9,225,000 from the issuance of Senior Convertible Notes and Warrants in June 2023, and $5,000,000 from Junior Notes and Warrants in November 2023 [351]. - The company reported a net cash provided by financing activities of $17,976,360 in 2023, compared to $7,636,447 in 2022, representing a 135% increase [351]. - The company plans to finance operations through equity and debt financing, including a potential $100,000,000 from the Lincoln Park Purchase Agreement [351]. - Cash and cash equivalents at the end of the period were $2,148,700, down from $2,880,254 at the beginning of the period, a decrease of 26% [361]. Operational Efficiency and Cost Management - The company has initiated measures to improve operational efficiency and reduce costs, including temporary furloughs of employees, to align costs with anticipated near-term revenue [324]. - The company is implementing Six Sigma Lean methodologies to enhance manufacturing processes and reduce costs, aiming to improve product quality and decrease defects [327]. - The company anticipates requiring additional engineers and production personnel as manufacturing ramps up to meet customer demand [327]. - The company has incurred additional annual expenses as a public company, including costs related to directors' and officers' liability insurance and increased personnel costs [323]. Customer Dependence and Revenue Concentration - As of December 31, 2023, two customers accounted for 39% and 29% of the company's revenue, indicating a significant reliance on a small number of customers [336]. - The company has not experienced any collection issues with accounts receivable, indicating a stable financial position regarding customer payments [335]. - Revenue increased by $645,104 during the year ended December 31, 2023, driven by a $346,000 increase from additional shipments of BLTM-250 lasers and $296,000 from government contracts [389]. Research and Development - Research and development expenses increased to $5,462,680 in 2023, up from $4,546,057 in 2022, indicating a focus on technology development [364]. - The company anticipates continued investment in research and development to enhance existing products and develop new technologies [381]. - Research and development expenses rose by $916,623 in 2023, mainly due to an increase of approximately $1,600,000 in personnel expenses [389]. Marketing and Sales - Selling and marketing expenses surged to $1,539,690 in 2023, compared to $708,144 in 2022, highlighting increased efforts in market outreach [364]. - Selling and marketing expenses increased by $831,546 during the year ended December 31, 2023, attributed to higher personnel costs, including expenses related to a new Chief Marketing and Sales Officer [389]. Financial Position and Liabilities - The total current liabilities decreased from $14,590,504 in 2022 to $10,028,688 in 2023, reflecting a reduction in financial obligations [341]. - The company has an accumulated deficit of $81,898,692 as of December 31, 2023, compared to $61,192,308 at the end of 2022, reflecting a 34% increase in the deficit [362]. - Total current assets decreased to $4,293,509 in 2023 from $8,485,401 in 2022, a decline of 49% [361]. Risks and Future Outlook - The company is subject to risks including rapid technological change and dependence on key individuals, which could materially affect future operating results [331]. - Future operations are subject to risks including the need for further technology development and securing long-term financing [368]. - The company expects to incur net losses for the foreseeable future while expanding operations and investing in manufacturing, sales, and marketing [391]. Internal Controls - No changes in internal control over financial reporting were reported [407]. - Management's report on internal controls over financial reporting was evaluated [405]. - No disagreements with accountants on accounting and financial disclosure were noted [409].