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].

Revenue Performance - The company reported a revenue decrease of $681,410 for the three months ended September 30, 2023, compared to the same period in 2022, primarily due to a reduction in laser system sales[57]. - Total revenue for the three months ended September 30, 2023, was $186,743, a decrease from $868,153 in the same period of 2022, representing a decline of approximately 78.5%[155]. - For the nine months ended September 30, 2023, total revenue was $1,710,794, an increase of 70.1% compared to $1,005,528 for the same period in 2022[242]. - The Company recognized $32,500 of revenue from contract liabilities during the nine months ended September 30, 2023, compared to nil in the same period of 2022[244]. Expenses and Losses - General and administrative expenses increased by $4,278,400 during the nine months ended September 30, 2023, compared to the same period in 2022, driven by higher professional fees related to legal, compliance, and accounting matters[63]. - Total operating expenses for the three months ended September 30, 2023, were $4,207,682, an increase of 44% from $2,918,935 in the same period of 2022[155]. - The net loss for the three months ended September 30, 2023, was $(5,085,301), compared to $(3,923,219) for the same period in 2022, reflecting a 29.6% increase in losses[155]. - For the nine months ended September 30, 2023, the net loss was $15,959,530, compared to a net loss of $10,106,564 for the same period in 2022[173]. - The company anticipates incurring net losses for the foreseeable future, with no guarantee of achieving profitability even with increased revenue[199]. Cash Flow and Liquidity - Net cash used in operating activities was $13,259,181 for the nine months ended September 30, 2023, compared to $7,287,836 for the same period in 2022, reflecting increased operating expenses and changes in working capital[69]. - Cash and cash equivalents as of September 30, 2023, were $1,626,730, down from $2,880,254 as of December 31, 2022, indicating a decrease of approximately 43.6%[153]. - Cash and cash equivalents at the end of the period were $1,626,730, down from $4,047,780 at the end of September 2022[173]. - The company has incurred operating losses and negative cash flows from operating activities since inception, indicating ongoing financial challenges[199]. Inventory and Assets - The company recorded a one-time charge of $868,002 to increase the AO-650 inventory reserve during the nine months ended September 30, 2023, due to the transition from the NUBURU AO series to the BLTM series[62]. - The company reported a significant increase in excess and obsolete inventory reserve adjustments, totaling $868,002 for the nine months ended September 30, 2023[173]. - The company’s inventories, net, increased to $1,086,741 as of September 30, 2023, from $972,695 as of December 31, 2022[208]. - The total assets as of September 30, 2023, were $9,094,896, down from $13,122,172 as of December 31, 2022, a decrease of approximately 30.5%[153]. Shareholder Equity and Financing - The company had 35,554,624 shares issued and outstanding as of September 30, 2023, compared to 5,556,857 shares at the end of 2022, representing a significant increase in shares outstanding[153]. - The company raised $9,225,000 from the issuance of convertible notes and warrants in June 2023[177]. - The company has entered into a Lincoln Park Purchase Agreement, raising approximately $2,100,000 of common stock during the nine months ended September 30, 2023[177]. - The Company issued Convertible Notes with a principal amount of $9,225,000, bearing an interest rate of 7.0% per annum, payable by June 23, 2026 or upon an Event of Default[270]. Business Operations and Strategy - The company announced the commercial launch of the BL-250 laser in January 2023 and the BL-1Kw in June 2023, shifting focus to manufacturing and shipping the BL series[49]. - The company aims to enhance productivity and cost efficiency for manufacturers in various sectors, including e-mobility and aerospace, through its high-power blue laser technology[45]. - The company expects selling and marketing expenses to rise in future periods as it expands its sales force and marketing efforts[55]. - The company expects to continue expanding operations by investing in manufacturing, sales and marketing, research and development, and infrastructure to support growth[199].

PART 1 – FINANCIAL INFORMATION | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |--------------------------------------------------------------------------------------------------------------------------------------------|------------------------------|------------|------------|--------------------------|-------|----------------|---------------------------------|-----------------|------------------------------|--------------------------------------| | Balance as of December 31, 2022 | Sha ...

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 22 Item 3. Defaults Upon Senior Securities 30 Item 4. Controls and Procedures 29 Item 1A. Risk Factors 30 SIGNATURES 32 NUBURU, INC. FORM 10-Q TABLE OF CONTENTS SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Table of Contents • volatility in the financial sector and markets caused by geopolitical and economic factors; and The forward-looking statements contained in this quarterly report on Form 10-Q are based on ...

Table of Contents As filed with the Securities and Exchange Commission on March 31, 2023 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION NUBURU, INC. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 3690 85-1288435 (Primary Standard Industrial Classification Code Number) 7442 S Tucson Way, Suite 130 Centennial, CO 80112 Telephone: (720) 767-1400 (Address, including zip code, and telephone number, including area code, of R ...

• Our Common Stock is subordinated to our Series A preferred stock, par value $0.0001 per share (the "Preferred Stock"). • Shares of our Preferred Stock may be subordinate to any senior preferred stock we may issue and to any future indebtedness. • At the two-year anniversary of the Preferred Stock Issuance (as defined below), we will be obligated to redeem shares of our Preferred Stock for cash. There can be no guarantee that we will have funds available to make this redemption. • NYSE American may delist ...

Table of Contents As filed with the Securities and Exchange Commission on March 30, 2023 Registration No. 333-269610 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 NUBURU, INC. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) 7442 S Tucson Way, Suite 130 Centennial, CO 80112 Telephone: (720 ...