Nuburu(US:BURU)2025-11-14 22:11Financial 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].