Financial Performance - The company generated total revenue of nil for the three months ended September 30, 2025, and had net losses of $22,421,596, compared to net losses of $4,345,724 for the same period in 2024[330]. - For the nine months ended September 30, 2025, the company reported total revenue of nil and net losses of $51,257,996, compared to net losses of $22,689,705 in 2024[330]. - A loss of $22,421,596 was reported for the three months ended September 30, 2025, compared to a loss of $4,345,724 in the same period in 2024[401]. - Revenue decreased by $142,827 during the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to cost reduction measures including employee furloughs[414]. - For the nine months ended September 30, 2025, the company incurred a net loss of $51,257,996, compared to a net loss of $22,689,705 for the same period in 2024, resulting in an accumulated deficit of $172,666,551[441]. Expenses and Cost Management - The operating loss for the nine months ended September 30, 2025, included $10,398,050 of non-cash interest expense recognized on remeasurement of the preferred stock liability[331]. - The company has initiated cost-reduction measures, including employee furloughs, due to funding challenges[329]. - Research and development expenses decreased by $206,474 to $0, primarily due to a reduction in stock-based compensation and personnel costs related to employee furloughs[402]. - Selling and marketing expenses increased by $677,334 to $790,779, driven by higher professional and consulting expenses as part of the Transformation Plan[403]. - General and administrative expenses rose by $86,723 to $1,883,497, influenced by increased professional services and decreased rent expenses[404]. - Interest expense decreased by $1,041,202 to $35,405, mainly due to lower interest-bearing debt balances[405]. - A loss of $1,282,284 was recorded in the change in fair value of warrant liabilities during the nine months ended September 30, 2025, compared to a gain of $2,156,186 in the same period in 2024[422]. - A loss of $1,211,173 was recorded in the change in fair value of notes payable during the nine months ended September 30, 2025, primarily due to an increase in fair value upon conversion of certain notes[424]. - A loss of $2,584,724 was recorded related to the change in fair value of claims settlement liability during the nine months ended September 30, 2025, driven by a reduction in the probability of payment[426]. - A loss of $8,756,303 was recorded on the issuance of warrants during the nine months ended September 30, 2025, related to the excess initial fair value over net proceeds received[427]. Financing and Capital Structure - The company completed a public offering on September 16, 2025, raising gross proceeds of $11,994,884 from 32,373,536 shares of Common Stock and associated warrants[354]. - Net cash proceeds from the Offering amounted to $10,744,346, intended for phased acquisitions and working capital[356]. - The Standby Equity Purchase Agreement allows the company to sell up to $100 million of Common Stock over 36 months[360]. - The company fully extinguished Junior Notes and Senior Notes during the first quarter of 2025 as part of a foreclosure process[363]. - The company plans to finance its operations through the issuance and sale of debt or equity securities, as cash flows from operations are insufficient to fund current operating models and expansion plans[443]. Strategic Acquisitions and Investments - The company entered into a commitment letter to acquire a controlling interest in Tekne and Orbit, with an expected enterprise value of Tekne at $60 million[339]. - The company planned to provide EUR 40 million in financing for Tekne's working capital needs over the next 12 months, including EUR 10.5 million in cash financing and EUR 30 million in inventory monetization[340]. - The company is making up to a $5.0 million equity investment in Orbit as part of the Orbit Acquisition, which includes an aggregate purchase price of $12.5 million[348]. - The company has agreed to consummate the Equity Infusion in tranches, with the first tranche of $1.5 million paid, resulting in a 10.7% ownership interest in Orbit[349]. - The company will acquire full ownership of Orbit from Vanguard in tranches, with an Advance Payment of $3.75 million, including $1.35 million offset and $2.4 million in cash[350]. - The Maddox Joint Venture aims to develop military drones for NATO and commercial applications, with NUBURU Defense contributing up to $10 million[352]. Compliance and Regulatory Issues - The company received a Notice of Noncompliance from NYSE Regulation for not maintaining stockholders' equity of $2.0 million or more[369]. - A reverse stock split of 1-for-40 was executed on July 23, 2024, following stockholder approval[375]. Cash Flow and Liquidity - As of September 30, 2025, the company had cash and cash equivalents of $5,941,542, a significant increase from $209,337 as of December 31, 2024[440]. - Net cash used in operating activities was $7,084,481 for the nine months ended September 30, 2025, compared to $5,499,839 for the same period in 2024[451]. - The company reported net cash provided by financing activities of $17,649,221 for the nine months ended September 30, 2025, compared to $3,583,214 for the same period in 2024[454]. - The company incurred a loss on debt extinguishment of $11,597,803 for the nine months ended September 30, 2024, due to the reacquisition value of the debt being higher than the carrying value[434]. - The company recorded a loss on impairment of inventories, property and equipment, and operating lease right-of-use asset of $6,064,823 related to write-downs and impairments[437]. Future Outlook - The company expects to incur significant expenses and operating losses for the foreseeable future as it implements its Transformation Plan and related acquisitions[332]. - The company expects to incur net losses for the foreseeable future and raises substantial doubt about its ability to continue as a going concern unless it implements its Transformation Plan[442].

Core Insights - NUBURU has renewed its strategic partnership with Tekne to enhance defense innovation and military drone development, establishing a new agreement that supersedes previous arrangements [2][4][6] Partnership Details - The updated agreement includes the establishment of a "Network Contract" under Italian law by November 30, 2025, aimed at fostering a stable partnership without forming a new legal entity [3] - NUBURU will secure exclusive distribution rights for Tekne's products in the Americas and collaborate on orders in NATO, MENA, and APAC regions [4] - NUBURU aims to qualify as a new defense operator in Italy, proposing its products to Tekne's clients, particularly through a joint venture with Maddox Defense for military drones [4][7] Financial Commitment - NUBURU has committed €15 million to strengthen Tekne's financial position, which includes €2 million through an Inventory Monetization platform and €13 million as a convertible shareholder loan [12] Strategic Goals - The partnership is positioned to enhance NUBURU's capabilities in the defense and security sectors, with a focus on technological innovation and project co-investment [4][6][5] - NUBURU plans to submit a 'Golden Power' notification to the Italian Government by year-end, covering its strategic cooperation with Tekne and the joint venture with Maddox Defense [7]

Core Points - NUBURU, Inc. has received a warning letter from NYSE American LLC regarding compliance with Section 401(a) of the NYSE American Company Guide [1] - The warning is related to the company's announcement on October 1, 2025, about implementing a dual-CEO structure [1]

Market Overview - U.S. stock futures rose on Wednesday after declines on Tuesday, with major benchmark indices showing positive movement [1] - The 10-year Treasury bond yielded 4.11%, while the two-year bond was at 3.56%, indicating market expectations for a potential interest rate cut by the Federal Reserve [2] Stock Performance - Oracle Corp. shares fell 2.5% on Tuesday, negatively impacting other tech stocks due to financial struggles related to Nvidia Corp. chip rentals [1] - Trilogy Metals Inc. saw an 8% increase in premarket trading, driven by interest in rare earths and battery metals following U.S. government investments [6] - Nuburu Inc. surged 34.84% after acquiring Orbit S.r.l., marking its expansion into defense software [6] - POET Technologies Inc. gained 12.94% after raising $75 million through a private placement, the largest investment in its history [7] - Joby Aviation Inc. dropped 9.47% as it announced plans to offer $500 million in common stock [7] Sector Insights - Consumer staples and utilities stocks closed higher, while most sectors on the S&P 500 ended negatively, with industrials, consumer discretionary, and communication services recording the largest losses [5] - Financials are in a "sweet spot," with commercial bank loans and leases indicating a healthy economy, as the S&P 500 Diversified Banks stock price index reached a record high, up 4.7% year-on-year [9] Economic Indicators - Crude oil futures increased by 0.97% to approximately $62.33 per barrel, while gold prices rose 1.33% to around $4,037.62 per ounce [13] - The U.S. Dollar Index spot was up 0.36% at 98.9350 [13]

Market Overview - Major U.S. indices closed lower, with the Dow Jones Industrial Average down 0.2% to 46,602.98, the S&P 500 down nearly 0.4% to 6,714.59, and the Nasdaq down about 0.7% to 22,788.36 [1] POET Technologies Inc. - POET Technologies shares increased by 23.51%, closing at $7.88, with an intraday high of $8.13 and a low of $6.47, within a 52-week range of $3.10 to $8.13 [2] - The company announced a non-brokered private placement, raising US$75 million through the sale of 13.6 million shares and accompanying warrants, marking the largest investment in its history. The funds will be used for corporate development, R&D expansion, and scaling its AI-related light source business [3] Oracle Corp - Oracle's stock fell by 2.52%, ending at $284.24, with fluctuations between $293.22 and $271, and a 52-week range from $118.86 to $345.72. The decline was attributed to financial challenges related to renting Nvidia chips, resulting in a nearly $100 million loss last quarter, with a gross profit margin from these rentals averaging around 16% over the past year [4] NUBURU Inc. - NUBURU's stock surged by 86.27%, closing at $0.48, with an intraday range of $0.50 to $0.30, and a 52-week high of $1.60 and low of $0.12. In after-hours trading, the stock spiked 24.5% to $0.59, following the announcement of its defense subsidiary's acquisition of Orbit S.r.l., enhancing its capabilities in defense software [5] Galecto Inc. - Galecto's stock skyrocketed by 383.02%, closing at $17.92, with an intraday high of $31.70 and a low of $16.40, within a 52-week range of $2.01 to $31.70. However, shares declined by 25.6% in after-hours trading to $13.33 [6] - The surge in Galecto's shares occurred despite the absence of company news, indicating speculative activity. The company reported having $10.2 million in cash at the end of June 2025 and anticipates needing additional capital for its cancer and liver disease programs [7] TMC The Metals Company - TMC The Metals Company shares rose by 20.21%, closing at $9.28, with an intraday high of $9.55 and a low of $7.96, and a 52-week range from $0.72 to $9.55. The rally was driven by investments in the metals sector by the Trump administration, increasing interest in rare earths and battery metals [8]

Core Insights - NUBURU, Inc. has announced a binding agreement to acquire 100% of Orbit S.r.l., an Italian software company focused on operational resilience, business continuity, and crisis management for mission-critical organizations [1] Company Summary - The acquisition will be executed through a two-phase transaction, indicating a structured approach to integrating Orbit into NUBURU's operations [1]

Core Insights - NUBURU, Inc. has announced the implementation of a dual-CEO structure to support its transformation plan, effective October 1, 2025 [1][2][3] - The transformation plan aims for revenue growth starting in Q4 2025 through strategic acquisitions and international alliances [1][8] Leadership Changes - Alessandro Zamboni and Dario Barisoni have been appointed as co-Chief Executive Officers, with Zamboni also serving as Executive Chairman [2][5] - Barisoni will focus on operations and strategic growth, particularly in the defense sector, while Zamboni will oversee corporate strategy and financial reporting [5][7] Strategic Focus - The dual-CEO structure is intended to enhance operational excellence and capitalize on emerging opportunities in complex, growth-oriented markets [3][4] - NUBURU is expanding into defense-tech and critical infrastructure sectors, leveraging both internal innovation and strategic acquisitions [8] Financial Position - The company recently completed a public offering, raising $12 million to strengthen its balance sheet and support its strategic initiatives [15][16]

Core Points - NUBURU, Inc. has successfully closed a public offering amounting to $12 million [1] - The offering included the issuance of 32,373,536 common shares and 51,660,075 pre-funded warrants [1] - The subscription price was set at $0.1428 per common share and $0.1427 per pre-funded warrant [1]

Core Viewpoint - NUBURU, Inc. has made significant progress in its transformation agenda and is outlining the next phase of its strategy to establish a comprehensive Defense & Security Hub [1] Group 1: Recent Progress - The company has advanced its transformation agenda over the past several weeks [1] - NUBURU is focusing on building a comprehensive Defense & Security Hub as a key strategic initiative [1]

[PART I – FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed consolidated financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures [Cautionary Note Regarding Forward-Looking Statements](index=3&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section highlights that the Quarterly Report contains forward-looking statements subject to substantial risks and uncertainties - Forward-looking statements are not guarantees of performance and are subject to substantial risks and uncertainties, including the company's ability to obtain financing, maintain NYSE American listing, achieve commercialization, and successfully implement its business plan[10](index=10&type=chunk)[11](index=11&type=chunk)[12](index=12&type=chunk) [Item 1. Unaudited Condensed Consolidated Financial Statements](index=5&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Nuburu, Inc., along with comprehensive notes [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheets show a significant decrease in total assets and a substantial increase in total liabilities | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :----------------------------------- | :-------------------------- | :------------------ | | **Assets** | | | | Cash and cash equivalents | $111,090 | $209,337 | | Inventories, net | — | $1,526,467 | | Property and equipment, net | — | $4,834,729 | | Total current assets | $1,730,653 | $1,898,553 | | TOTAL ASSETS | $2,479,253 | $6,970,052 | | **Liabilities & Equity** | | | | Accounts payable | $5,127,709 | $6,301,310 | | Accrued expenses | $5,663,216 | $4,301,195 | | Current portion of notes payable | $11,108,841 | $9,242,183 | | Preferred stock liability | $21,889,050 | — | | Total current liabilities | $43,912,752 | $20,788,893 | | TOTAL LIABILITIES | $47,228,975 | $20,917,508 | | Total Stockholders' Deficit | $(44,749,722) | $(37,836,506) | - Total assets decreased by approximately **$4.5 million**, primarily due to the write-down of inventories and property and equipment to zero as of June 30, 2025, following a lease default[18](index=18&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk) - Total liabilities more than doubled, increasing by approximately **$26.3 million**, largely due to the reclassification of convertible preferred stock from mezzanine equity to a current liability of **$21,889,050**[18](index=18&type=chunk)[195](index=195&type=chunk) [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The statements of operations show no revenue and an increased net loss, driven by significant non-operating expenses | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $0 | $49,278 | $0 | $142,827 | | Gross margin | $4,538 | $(684,448) | $(231,179) | $(1,447,855) | | Loss from operations | $(4,617,687) | $(3,235,207) | $(7,660,109) | $(7,763,494) | | Net loss | $(12,224,975) | $(12,638,883) | $(28,836,400) | $(18,343,981) | | Net loss per common share, basic and diluted | $(0.18) | $(7.57) | $(0.43) | $(14.15) | | Weighted-average common shares (basic and diluted) | 66,284,524 | 1,670,052 | 49,771,075 | 1,296,478 | - Revenue declined to nil for both the three and six months ended June 30, 2025, from **$49,278** and **$142,827** respectively in the prior year, primarily due to cost reduction measures and employee furloughs impacting commercialization[20](index=20&type=chunk)[315](index=315&type=chunk)[331](index=331&type=chunk) - Net loss for the six months ended June 30, 2025, increased to **$(28,836,400)** from **$(18,343,981)** in the prior year, significantly impacted by a **$10,398,050** non-cash interest expense from preferred stock liability remeasurement and a **$6,064,823** loss on impairment of assets[20](index=20&type=chunk)[33](index=33&type=chunk)[351](index=351&type=chunk) [Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Convertible%20Preferred%20Stock%20and%20Stockholders%27%20Deficit) These statements reflect preferred stock reclassification, significant common stock issuances, and an increased accumulated deficit - Convertible preferred stock was reclassified from mezzanine equity to current liabilities, reducing the preferred stock balance to nil from **$23,889,050** at December 31, 2024[23](index=23&type=chunk)[195](index=195&type=chunk) - Common Stock shares outstanding increased significantly from **20,274,238** at December 31, 2024, to **70,292,737** at June 30, 2025, primarily due to issuances for debt extinguishment and services[23](index=23&type=chunk) - Accumulated deficit increased from **$(131,806,605)** at December 31, 2024, to **$(150,244,955)** at June 30, 2025, reflecting the net loss incurred during the period[23](index=23&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flows indicate a net decrease in cash, with significant cash used in operating and investing activities | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(3,986,504) | $(4,322,227) | | Net cash used in investing activities | $(1,250,000) | $0 | | Net cash provided by financing activities | $5,138,257 | $2,290,715 | | NET CHANGE IN CASH | $(98,247) | $(2,031,512) | | CASH AND CASH EQUIVALENTS ―END OF PERIOD | $111,090 | $117,188 | - Net cash used in operating activities decreased slightly to **$(3,986,504)** in 2025 from **$(4,322,227)** in 2024, primarily due to non-cash expenses like preferred stock remeasurement and asset impairment, partially offset by an increased net loss[26](index=26&type=chunk)[362](index=362&type=chunk)[363](index=363&type=chunk) - Net cash used in investing activities was **$(1,250,000)** in 2025, compared to nil in 2024, due to payments for a convertible note receivable and a deposit on an acquisition[26](index=26&type=chunk)[365](index=365&type=chunk) - Net cash provided by financing activities increased to **$5,138,257** in 2025 from **$2,290,715** in 2024, mainly from proceeds from new debt instruments and the Liqueous Settlement Agreement[26](index=26&type=chunk)[367](index=367&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of the company's financial statements, covering policies, debt, and equity [NOTE 1. BACKGROUND AND ORGANIZATION](index=14&type=section&id=NOTE%201.%20BACKGROUND%20AND%20ORGANIZATION) This note outlines the company's formation, emerging growth status, financial challenges, and asset impairment - The Company is an emerging growth company that has not yet achieved full commercialization and has incurred significant operating losses and negative cash flows, with an accumulated deficit of **$150,244,955** as of June 30, 2025, raising substantial doubt about its ability to continue as a going concern[32](index=32&type=chunk)[33](index=33&type=chunk)[355](index=355&type=chunk) - Nuburu received a NYSE Regulation Notice of Noncompliance on April 29, 2025, for failing to maintain stockholders' equity of **$2.0 million**, but its detailed plan to regain compliance by October 29, 2026, was accepted[35](index=35&type=chunk)[36](index=36&type=chunk) - Due to a lease default, the company recorded a **$6,064,823** loss on impairment, writing down inventories, property and equipment, and operating lease right-of-use assets to zero as of June 30, 2025[39](index=39&type=chunk)[40](index=40&type=chunk)[313](index=313&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=16&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note describes the basis of presentation, consolidation principles, reverse stock split, and new accounting pronouncements - The Company effected a **1-for-40** reverse stock split on July 23, 2024, retroactively adjusting all share and per share amounts[45](index=45&type=chunk) - As an 'emerging growth company' under the JOBS Act, Nuburu has elected to use the extended transition period for complying with new or revised financial accounting standards[46](index=46&type=chunk)[47](index=47&type=chunk) - The Company adopted the fair value option for certain debt instruments and a convertible note receivable, recognizing subsequent changes in fair value in the statements of operations[51](index=51&type=chunk) - New accounting standards ASU 2023-09 (Income Tax Disclosures) and ASU 2024-03 (Expense Disaggregation Disclosures) are effective for future periods, and the Company is evaluating their impact[53](index=53&type=chunk)[54](index=54&type=chunk) [NOTE 3. BALANCE SHEET COMPONENTS](index=18&type=section&id=NOTE%203.%20BALANCE%20SHEET%20COMPONENTS) This note details components of inventories, property and equipment, prepaid expenses, and accrued expenses - Inventories, net, decreased from **$1,526,467** at December 31, 2024, to nil at June 30, 2025, due to a **$1,526,467** write-down following a lease default[18](index=18&type=chunk)[59](index=59&type=chunk)[60](index=60&type=chunk) - Property and equipment, net, decreased from **$4,834,729** at December 31, 2024, to nil at June 30, 2025, as the carrying value of all assets at the leased location was deemed unrecoverable[18](index=18&type=chunk)[61](index=61&type=chunk) Accrued Expenses | Accrued Expenses | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :---------------- | | Accrued legal, accounting and professional fees | $3,174,608 | $2,448,594 | | Accrued TCEI acquisition costs | $735,127 | — | | Accrued lease-related payables | $409,278 | $54,288 | | Total accrued expenses | $5,663,216 | $4,301,195 | [NOTE 4. FAIR VALUE MEASUREMENTS](index=20&type=section&id=NOTE%204.%20FAIR%20VALUE%20MEASUREMENTS) This note details fair value measurements of financial instruments, focusing on Level 3 assets and liabilities - The Company's financial instruments carried at fair value primarily consist of Level 3 assets and liabilities, which rely on unobservable inputs and significant judgment in valuation[67](index=67&type=chunk)[69](index=69&type=chunk) Financial Instrument Fair Values | Financial Instrument | June 30, 2025 (Level 3) | December 31, 2024 (Level 3) | | :----------------------------------- | :------------------------ | :-------------------------- | | Convertible Note Receivable | $748,600 | — | | Junior Note Warrants | $18,301 | $128,615 | | Notes payable - fair value option | $9,510,017 | — | | SEPA liability | $3,297,922 | — | | Convertible note derivative liability | — | $37,900 | | Total Level 3 Assets/Liabilities | $13,574,840 | $166,515 | - Key inputs for Level 3 valuations include stock price, expected term, expected volatility, risk-free interest rate, and expected dividend yield, with specific ranges provided for the Convertible Note Receivable and Junior Note Warrants[70](index=70&type=chunk)[71](index=71&type=chunk) [NOTE 5. CONVERTIBLE NOTE RECEIVABLE](index=27&type=section&id=NOTE%205.%20CONVERTIBLE%20NOTE%20RECEIVABLE) This note details the Convertible Note Receivable agreement with SYME, bearing 14.33% annual interest - On March 14, 2025, Nuburu entered into a convertible facility to loan SYME up to **$5.15 million**, with **$650,000** funded as of June 30, 2025[79](index=79&type=chunk)[285](index=285&type=chunk) - The Convertible Note Receivable bears **14.33%** annual interest and is convertible into SYME ordinary shares at a fixed ratio, potentially giving Nuburu a controlling interest[79](index=79&type=chunk) - The Company elected the fair value option for the Convertible Note Receivable, with its fair value at June 30, 2025, being **$748,600**[80](index=80&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=27&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) This note details various commitments and contingencies, including lease default, settlement, and acquisition agreement - The Company defaulted on its Centennial, Colorado office lease, resulting in a **$409,278** default judgment and the impairment of related assets (inventory, property and equipment, right-of-use asset)[81](index=81&type=chunk)[82](index=82&type=chunk)[83](index=83&type=chunk) - A settlement with Liqueous LP resulted in **$1,450,000** in payments to the Company, with **$1,000,000** received in Q1 2025 and **$300,000** in April 2025, and the extinguishment of Junior Notes[87](index=87&type=chunk)[287](index=287&type=chunk) - Nuburu entered a commitment letter with Trumar Capital LLC (TCEI) to acquire technology and controlling interests in defense-tech and SaaS companies, with the first stage involving a **$1.5 million** cash payment and **$23.5 million** in a cancellable note[93](index=93&type=chunk)[94](index=94&type=chunk) - The Company has **$455,048** in outstanding firm purchase commitments for inventory and R&D parts[90](index=90&type=chunk) [NOTE 7. REVENUE](index=31&type=section&id=NOTE%207.%20REVENUE) This note details revenue-generating activities, disaggregated by geography and timing, reporting no revenue for current periods - Revenue for both the three and six months ended June 30, 2025, was nil, a decrease from **$49,278** and **$142,827**, respectively, in the prior year[100](index=100&type=chunk) - The decrease in revenue is primarily due to management's cost reduction measures, including employee furloughs, which significantly impacted commercialization and operations[315](index=315&type=chunk)[331](index=331&type=chunk) Revenue by Geography | Geography | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | United States | $0 | $0 | $0 | $15,000 | | Asia | $0 | $7,566 | $0 | $9,112 | | Europe | $0 | $41,712 | $0 | $118,715 | | Total | $0 | $49,278 | $0 | $142,827 | [NOTE 8. NOTES AND CONVERTIBLE NOTES PAYABLE](index=31&type=section&id=NOTE%208.%20NOTES%20AND%20CONVERTIBLE%20NOTES%20PAYABLE) This note details various outstanding debt instruments, including terms, interest rates, conversions, and extinguishments Debt Instrument Balances | Debt Instrument | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :---------------- | | Indigo Capital Convertible Notes | $6,262,378 | — | | Liqueous Obligation | $1,053,824 | $1,053,824 | | TAG Promissory Note | $545,000 | — | | Agile Note | $874,560 | — | | Diagonal Convertible Note | $393,220 | — | | Boot Convertible Note | $189,961 | — | | Brick Lane Convertible Notes | $270,839 | — | | Bomore Convertible Notes | $1,383,639 | — | | Torcross Convertible Note | $135,420 | — | | Junior Notes Issued November 2023 | — | $2,369,122 | | August 2024 Convertible Notes | — | $537,375 | | Additional August 2024 Convertible Notes | — | $687,315 | | Senior Convertible Notes Issued June 2023 | — | $4,683,069 | | Current portion of notes payable | $11,108,841 | $9,242,183 | - During the six months ended June 30, 2025, the Company fully extinguished its Junior Notes and Senior Convertible Notes through conversions and a foreclosure process, resulting in a **$8,961,872** discharge of indebtedness and a **$1,682,641** loss on extinguishment for Senior Convertible Notes[105](index=105&type=chunk)[107](index=107&type=chunk)[123](index=123&type=chunk)[125](index=125&type=chunk) - The Company issued several new convertible notes in Q1 and Q2 2025 (Indigo Capital, Agile, Diagonal, Boot, Brick Lane, Bomore, Torcross), many of which are accounted for at fair value due to embedded derivatives[129](index=129&type=chunk)[136](index=136&type=chunk)[144](index=144&type=chunk)[150](index=150&type=chunk)[155](index=155&type=chunk)[160](index=160&type=chunk)[169](index=169&type=chunk)[178](index=178&type=chunk) - A **$1,053,824** Liqueous Obligation was agreed to be settled through the issuance of **9,090,959** shares of Common Stock, which were not yet issued as of June 30, 2025[127](index=127&type=chunk) [NOTE 9. CONVERTIBLE PREFERRED STOCK](index=44&type=section&id=NOTE%209.%20CONVERTIBLE%20PREFERRED%20STOCK) This note details Series A Preferred Stock, including its reclassification to a current liability and resulting interest expense - As of June 30, 2025, **2,188,905** shares of Preferred Stock were outstanding, reduced from **2,388,905** at December 31, 2024, due to purchases by Brick Lane and Bomore in exchange for convertible notes[187](index=187&type=chunk)[188](index=188&type=chunk) - On January 31, 2025, the Preferred Stock was reclassified from mezzanine equity to a current liability of **$23,889,050** because the conversion price exceeded the VWAP, triggering mandatory redemption[195](index=195&type=chunk) - The reclassification and subsequent remeasurement of the preferred stock liability resulted in a non-cash interest expense of **$10,398,050** for the six months ended June 30, 2025[195](index=195&type=chunk)[314](index=314&type=chunk)[351](index=351&type=chunk) [NOTE 10. WARRANTS](index=46&type=section&id=NOTE%2010.%20WARRANTS) This note summarizes outstanding warrants, categorizing them as liability-classified and equity-classified, detailing their terms Warrant Summary | Warrant Type | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :---------------- | | Liability-classified warrants: | | | | Junior Note Warrants | 859,315 | 859,315 | | Public Warrants | 417,770 | 417,770 | | Total liability-classified warrants | 1,277,085 | 1,277,085 | | Equity-classified warrants: | | | | June 2023 Senior Note Warrants | 335,210 | 335,210 | | Pre-Funded Warrants | — | 837,116 | | August 2024 Warrants Issued with Junior Notes | 19,892 | 19,892 | | Total equity-classified warrants | 355,102 | 1,192,218 | - Public Warrants were delisted by NYSE American in December 2023 due to 'abnormally low' trading prices and were determined to have no value as of June 30, 2025[201](index=201&type=chunk) - Pre-Funded Warrants were modified in February 2025 as part of the Liqueous Settlement Agreement, leading to the exercise of **13,008,304** shares of Common Stock for no additional cash consideration[208](index=208&type=chunk)[210](index=210&type=chunk) [NOTE 11. STANDBY EQUITY PURCHASE AGREEMENT](index=49&type=section&id=NOTE%2011.%20STANDBY%20EQUITY%20PURCHASE%20AGREEMENT) This note details the SEPA with YA II PN, LTD, allowing the company to sell up to $100 million of Common Stock - The Company entered into a SEPA with YA II PN, LTD to sell up to **$100 million** of Common Stock at its option over **36 months**, with shares purchased at **97%** of the lowest daily VWAP during a three-day period[212](index=212&type=chunk)[214](index=214&type=chunk) - The SEPA is accounted for as a liability at fair value, including an embedded put option and forward contract, with the put option's fair value estimated at **$2,831,504** as of June 30, 2025[221](index=221&type=chunk) - A commitment fee of **$1,000,000** (**1%** of Commitment Amount) is payable in Common Stock, with **50%** issued during Q2 2025 (**1,332,623** shares) and the remainder due **90 days** after execution[222](index=222&type=chunk) - Stockholder approval was obtained on July 9, 2025, to issue shares in excess of the **19.99%** SEPA Share Cap[216](index=216&type=chunk) [NOTE 12. STOCK-BASED COMPENSATION](index=51&type=section&id=NOTE%2012.%20STOCK-BASED%20COMPENSATION) This note details stock-based compensation plans, including expense breakdown, RSU/option activity, and stock for services Stock-Based Compensation Expense | Expense Category | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Cost of revenue | $0 | $119,880 | $105,734 | $245,512 | | Research and development | $0 | $126,864 | $93,425 | $265,914 | | Selling and marketing | $6,381 | $(280,124) | $202,869 | $(199,199) | | General and administrative | $291,101 | $483,952 | $392,618 | $752,460 | | Total stock-based compensation expense | $297,482 | $450,572 | $794,646 | $1,064,687 | - Total stock-based compensation expense for the six months ended June 30, 2025, was **$794,646**, a decrease from **$1,064,687** in the prior year, primarily due to employee furloughs and cost reduction measures[226](index=226&type=chunk)[333](index=333&type=chunk)[334](index=334&type=chunk)[336](index=336&type=chunk) - The Company issued **3,830,189** shares of Common Stock for services during Q2 2025, with a portion classified as equity and another as liability, based on service provision[234](index=234&type=chunk) [NOTE 13. INCOME TAX](index=55&type=section&id=NOTE%2013.%20INCOME%20TAX) This note states zero income tax expense due to operating losses and a full valuation allowance against deferred tax assets - The Company recorded zero income tax expense for the three and six months ended June 30, 2025 and 2024, due to operating losses[239](index=239&type=chunk) - A full valuation allowance is maintained against deferred tax assets, including NOL carryforwards, as management concluded their realization is not probable[240](index=240&type=chunk) - A Section 382 ownership change occurred in 2023, which may limit the future utilization of NOL carryforwards, though this does not affect current results due to the full valuation allowance[241](index=241&type=chunk) [NOTE 14. NET LOSS PER SHARE](index=55&type=section&id=NOTE%2014.%20NET%20LOSS%20PER%20SHARE) This note details the calculation of basic and diluted net loss per common share, excluding anti-dilutive securities - Contingently issuable shares, such as those from the SEPA, are excluded from basic EPS unless all specified contingencies (other than time) are satisfied[243](index=243&type=chunk) - Diluted EPS excludes common stock equivalents (e.g., stock options, warrants, convertible notes) when their inclusion would be anti-dilutive or decrease the reported loss per share[244](index=244&type=chunk) Potentially Dilutive Securities | Potentially Dilutive Securities | Three and Six Months Ended June 30, 2025 | Three and Six Months Ended June 30, 2024 | | :----------------------------------- | :--------------------------------------- | :--------------------------------------- | | Stock options outstanding | 135,511 | 191,139 | | Junior Note Warrants | 859,315 | 550,000 | | Public Warrants | 417,770 | 417,770 | | June 2023 Senior Note Warrants | 335,210 | 335,210 | | August 2024 Warrants Issued with Junior Notes | 19,892 | — | | Pre-funded warrants | — | 171,706 | | Unvested restricted stock units | 2,418 | 10,275 | | If-converted Common Stock from Series A Preferred Stock | 109,445 | 119,445 | | If-converted Common Stock from convertible notes | 23,297,870 | 265,042 | | Total | 25,177,431 | 2,060,587 | [NOTE 15. SEGMENT REPORTING](index=57&type=section&id=NOTE%2015.%20SEGMENT%20REPORTING) This note states the company operates as a single reportable segment focused on high-power blue laser technology - The Company operates as a single reportable segment focused on high-power, high-brightness blue laser technology[246](index=246&type=chunk) - The Chief Operating Decision Maker (CODM) uses net loss, as reported in the consolidated statements of operations, to evaluate segment performance[247](index=247&type=chunk) [NOTE 16. SUBSEQUENT EVENTS](index=57&type=section&id=NOTE%2016.%20SUBSEQUENT%20EVENTS) This note discloses significant events after June 30, 2025, including stockholder approvals and new debt issuances - On July 9, 2025, stockholders approved increasing authorized Common Stock to **900,000,000** shares, reverse stock splits, and the issuance of shares under the Indigo Capital Convertible Notes and SEPA in excess of the **19.99%** Share Cap[249](index=249&type=chunk) - The Company issued new convertible notes to Indigo Capital (**$150,000**) on July 16, 2025, and Diagonal (**$172,700** face amount) on July 21, 2025[250](index=250&type=chunk)[251](index=251&type=chunk) - On July 17, 2025, the Company agreed to settle **$5,662,479** in claims with Silverback Capital Corporation through the issuance of Common Stock, subject to court approval, which was granted on July 30, 2025[255](index=255&type=chunk) - NYSE American accepted the Company's Compliance Plan on July 22, 2025, granting a plan period through October 29, 2026, to regain compliance with listing standards[256](index=256&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=60&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, operational results, liquidity, and capital resources, highlighting ongoing losses [Overview](index=60&type=section&id=Overview) The company has not achieved commercialization, incurs significant losses, and relies on investor capital for operations - Nuburu has not achieved commercialization and expects continued losses, relying on capital from investors to support operations[263](index=263&type=chunk)[266](index=266&type=chunk) - Cost reduction measures, including employee furloughs, have been implemented due to insufficient funding, leading to resignations of key employees[263](index=263&type=chunk) Financial Performance Overview | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $0 | $49,278 | $0 | $142,827 | | Net Loss | $(12,224,975) | $(12,638,883) | $(28,836,400) | $(18,343,981) | [Recent Developments and Financing Transactions](index=60&type=section&id=Recent%20Developments%20and%20Financing%20Transactions) This section details recent significant events and financing activities, including asset impairment and new debt agreements - Assets (inventory, property, equipment, right-of-use asset) were fully impaired in Q1 2025 due to a lease default and landlord judgment[267](index=267&type=chunk) - NYSE American accepted the Company's Compliance Plan by October 29, 2026, to address non-compliance with listing standards[269](index=269&type=chunk) - The Company entered into a SEPA with YA II PN, LTD for up to **$100 million** in Common Stock sales, with stockholder approval for issuances exceeding the **19.99%** share cap obtained in July 2025[280](index=280&type=chunk) - A convertible facility with Supply@ME Capital Plc (SYME) for up to **$5.15 million** was initiated, with **$650,000** funded by June 30, 2025[285](index=285&type=chunk)[286](index=286&type=chunk) - The Liqueous Settlement Agreement provided **$1.45 million** in payments and involved modifications to pre-funded warrants and the extinguishment of the Liqueous Obligation through Common Stock issuance[287](index=287&type=chunk)[288](index=288&type=chunk) [Components of Statements of Operations](index=64&type=section&id=Components%20of%20Statements%20of%20Operations) This section defines key components of the statements of operations, including revenue, expenses, and non-operating items - Revenue is recognized from sales and installation services of high-powered lasers, with no revenue reported for the current periods due to cost reduction measures[293](index=293&type=chunk)[315](index=315&type=chunk)[331](index=331&type=chunk) - Operating expenses (R&D, selling & marketing, G&A) are expected to increase as the company scales and operates as a public entity, despite recent cost reduction efforts[297](index=297&type=chunk)[298](index=298&type=chunk)[299](index=299&type=chunk) - Non-operating items include significant non-cash gains/losses from changes in fair value of warrant liabilities, derivative liabilities, convertible note receivable, notes payable, and SEPA liability, as well as losses on issuance and extinguishment of debt[302](index=302&type=chunk)[303](index=303&type=chunk)[304](index=304&type=chunk)[305](index=305&type=chunk)[306](index=306&type=chunk)[307](index=307&type=chunk)[308](index=308&type=chunk)[309](index=309&type=chunk) - A **$8,961,872** gain on sale of intellectual property intangible assets was recorded from the foreclosure collateral sale, while a **$6,064,823** loss on impairment of inventories, property and equipment, and operating lease right-of-use asset was recognized[312](index=312&type=chunk)[313](index=313&type=chunk) [Results of Operations (Three Months Ended June 30, 2025 and 2024)](index=68&type=section&id=Results%20of%20Operations%20(Three%20Months%20Ended%20June%2030%2C%202025%20and%202024)) For Q2 2025, the company reported no revenue and a net loss of **$(12.2) million**, with mixed changes in operating expenses Three Months Ended June 30, 2025 vs 2024 | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($) | | :----------------------------------- | :------------------------------- | :------------------------------- | :--------- | | Revenue | $0 | $49,278 | $(49,278) | | Cost of revenue | $(4,538) | $733,726 | $(738,264) | | Gross margin | $4,538 | $(684,448) | $688,986 | | Research and development | $0 | $683,381 | $(683,381) | | Selling and marketing | $526,996 | $(73,070) | $600,066 | | General and administrative | $4,095,229 | $1,940,448 | $2,154,781 | | Loss from operations | $(4,617,687) | $(3,235,207) | $(1,382,480) | | Net loss | $(12,224,975) | $(12,638,883) | $413,908 | - Revenue decreased by **$49,278** to nil, and cost of revenue decreased by **$738,264**, primarily due to reduced production and employee furloughs[315](index=315&type=chunk)[316](index=316&type=chunk) - General and administrative expenses increased by **$2,154,781**, driven by higher accounting, audit, professional, consulting, and acquisition-related expenses[320](index=320&type=chunk) - Significant non-operating losses included a **$1,422,895** loss from change in fair value of notes payable, a **$2,582,724** loss on issuance of SEPA, and a **$1,375,819** loss on extinguishment of notes payable[324](index=324&type=chunk)[327](index=327&type=chunk)[328](index=328&type=chunk) [Results of Operations (Six Months Ended June 30, 2025 and 2024)](index=72&type=section&id=Results%20of%20Operations%20(Six%20Months%20Ended%20June%2030%2C%202025%20and%202024)) For H1 2025, the company reported no revenue and a net loss of **$(28.8) million**, impacted by impairment and remeasurement losses Six Months Ended June 30, 2025 vs 2024 | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($) | | :----------------------------------- | :----------------------------- | :----------------------------- | :--------- | | Revenue | $0 | $142,827 | $(142,827) | | Cost of revenue | $231,179 | $1,590,682 | $(1,359,503) | | Gross margin | $(231,179) | $(1,447,855) | $1,216,676 | | Research and development | $184,563 | $1,449,876 | $(1,265,313) | | Selling and marketing | $1,070,333 | $272,520 | $797,813 | | General and administrative | $6,174,034 | $4,593,243 | $1,580,791 | | Loss from operations | $(7,660,109) | $(7,763,494) | $103,385 | | Net loss | $(28,836,400) | $(18,343,981) | $(10,492,419) | - Net loss increased by **$10,492,419**, primarily due to a **$10,398,050** interest expense from preferred stock liability remeasurement and a **$6,064,823** loss on asset impairment, partially offset by an **$8,961,872** gain on intellectual property sale[331](index=331&type=chunk)[349](index=349&type=chunk)[350](index=350&type=chunk)[351](index=351&type=chunk) - Cost of revenue decreased by **$1,359,503**, and R&D expenses decreased by **$1,265,313**, both driven by cost reduction measures and employee furloughs[332](index=332&type=chunk)[333](index=333&type=chunk) - Selling and marketing expenses increased by **$797,813**, mainly due to higher professional/consulting fees and stock-based compensation, while general and administrative expenses rose by **$1,580,791** due to increased accounting, audit, and acquisition-related costs[334](index=334&type=chunk)[336](index=336&type=chunk) [Liquidity and Capital Resources](index=76&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces significant liquidity challenges, with limited cash and ongoing losses, raising going concern doubts - As of June 30, 2025, cash and cash equivalents were **$111,090**, down from **$209,337** at December 31, 2024[353](index=353&type=chunk) - The company has incurred operating losses and negative cash flows, with an accumulated deficit of **$150,244,955**, raising substantial doubt about its ability to continue as a going concern[354](index=354&type=chunk)[355](index=355&type=chunk) - Future operations and expansion require significant cash, and the company will rely on private and public capital raising efforts, with no assurance of favorable terms or success[356](index=356&type=chunk)[357](index=357&type=chunk)[358](index=358&type=chunk) Cash Flow Summary | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(3,986,504) | $(4,322,227) | | Net cash used in investing activities | $(1,250,000) | $0 | | Net cash provided by financing activities | $5,138,257 | $2,290,715 | [Key Operating and Financial Metrics (Non-GAAP Results)](index=78&type=section&id=Key%20Operating%20and%20Financial%20Metrics%20(Non-GAAP%20Results)) This section presents key operating and financial metrics, including non-GAAP measures like EBITDA and Free Cash Flow Non-GAAP Financial Metrics | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $0 | $49,278 | $0 | $142,827 | | Total gross margin | $4,538 | $(684,448) | $(231,179) | $(1,447,855) | | EBITDA | $(12,083,217) | $(11,395,028) | $(28,062,098) | $(15,663,109) | | Free cash flow | $(2,058,712) | $(2,228,785) | $(4,586,504) | $(4,322,227) | - EBITDA for the six months ended June 30, 2025, was **$(28,062,098)**, a significant increase in loss from **$(15,663,109)** in the prior year[370](index=370&type=chunk) - Free cash flow for the six months ended June 30, 2025, was **$(4,586,504)**, indicating continued cash burn[370](index=370&type=chunk) - Non-GAAP measures like EBITDA and Free Cash Flow have limitations, as they exclude certain non-cash charges, interest expense, and impacts of financing activities, and should not be considered substitutes for GAAP results[373](index=373&type=chunk) [Off-Balance Sheet Arrangements](index=80&type=section&id=Off-Balance%20Sheet%20Arrangements) The company reported no off-balance sheet arrangements as of June 30, 2025 - The Company had no off-balance sheet arrangements as of June 30, 2025[376](index=376&type=chunk) [Contractual Obligations](index=80&type=section&id=Contractual%20Obligations) Information regarding contractual obligations that impact liquidity and cash flow is referenced to Note 6 of the condensed consolidated financial statements - Contractual obligations affecting liquidity and cash flow are detailed in Note 6 of the condensed consolidated financial statements[377](index=377&type=chunk) [Critical Accounting Estimates](index=80&type=section&id=Critical%20Accounting%20Estimates) The financial statements rely on estimates and assumptions, with no significant changes to critical accounting policies - The condensed consolidated financial statements are prepared using estimates and assumptions in accordance with U.S. GAAP[378](index=378&type=chunk) - No significant changes to critical accounting policies occurred during the six months ended June 30, 2025[379](index=379&type=chunk) [Recently Issued and Adopted Accounting Pronouncements](index=82&type=section&id=Recently%20Issued%20and%20Adopted%20Accounting%20Pronouncements) Information on recently issued and adopted accounting pronouncements that may impact the condensed consolidated financial statements is referenced to Note 2 - Details on recently issued and adopted accounting pronouncements are provided in Note 2 of the condensed consolidated financial statements[382](index=382&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=82&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Nuburu, Inc. is not required to provide market risk disclosures - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[383](index=383&type=chunk) [Item 4. Controls and Procedures](index=82&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were ineffective due to a material weakness in the control environment for complex financial instruments - Disclosure controls and procedures were not effective as of June 30, 2025, due to a material weakness in the control environment concerning complex financial instrument transactions[385](index=385&type=chunk) - Planned remediation efforts include hiring additional qualified personnel and adopting sufficient written policies and procedures, but these are contingent on securing additional financing[386](index=386&type=chunk) - No changes in internal control over financial reporting materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the period[388](index=388&type=chunk) [PART II – OTHER INFORMATION](index=82&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, defaults, and exhibits related to the company's operations [Item 1. Legal Proceedings](index=82&type=section&id=Item%201.%20Legal%20Proceedings) Information regarding legal proceedings is incorporated by reference from the 'Commitments and Contingencies' section in Note 6 of the unaudited condensed consolidated financial statements - Legal proceedings information is incorporated by reference from Note 6 of the financial statements[390](index=390&type=chunk) [Item 1A. Risk Factors](index=82&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes to risk factors from the Annual Report on Form 10-K for the year ended December 31, 2024[391](index=391&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=82&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Descriptions of unregistered equity sales and use of proceeds are incorporated by reference from Item 2 and Notes 8 and 12 - Information on unregistered sales of equity securities and use of proceeds is incorporated by reference from Item 2 and Notes 8 and 12 of the financial statements[392](index=392&type=chunk) - Such transactions were conducted as private placements to accredited investors, exempt from registration under Section 4(a)(2) of the Securities Act[392](index=392&type=chunk) [Item 3. Defaults Upon Senior Securities](index=82&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Information regarding defaults upon senior securities is referenced to Note 8 of the condensed consolidated financial statements - Information on defaults upon senior securities is referenced to Note 8[393](index=393&type=chunk) [Item 4. Mine Safety Disclosures](index=82&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable[396](index=396&type=chunk) [Item 5. Other Information](index=84&type=section&id=Item%205.%20Other%20Information) This item is not applicable to the company - This item is not applicable[397](index=397&type=chunk) [Item 6. Exhibits](index=85&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q - The report includes a comprehensive list of exhibits, such as the Business Combination Agreement, Amended and Restated Bylaws, Certificate of Designations, and various Securities Purchase Agreements and Exchange Agreements related to recent financing activities[399](index=399&type=chunk)[400](index=400&type=chunk)[403](index=403&type=chunk) [SIGNATURES](index=88&type=section&id=SIGNATURES) This section contains the required signatures for the Quarterly Report on Form 10-Q, certifying its submission [SIGNATURES](index=88&type=section&id=SIGNATURES) This section contains the required signatures for the Quarterly Report on Form 10-Q, certifying its submission - The report is signed by Alessandro Zamboni, Executive Chairman, who also holds the titles of Principal Executive Officer and Principal Financial and Accounting Officer[406](index=406&type=chunk)