Nuburu Inc-A 2025年季度报告

OR (Address of principal executive offices)Registrant’s telephone number, including area code: (720)767-1400 FORM 10-QTABLE OF CONTENTS PART II – OTHER INFORMATION •our success in retaining or recruiting, or changes required in, our officers, key employees, or directors, including the transition to anew management team in the first half of 2025; •the fact that we have not achieved commercialization and our ability to achieve commercialization in the future; •the outcome of any legal proceedings that may be instituted against us related to the Business Combination;•existing regulations and regulatory developments in the United States and other jurisdictions;•the need to hire additional personnel and our ability to attract and retain such personnel;•our plans and ability to obtain, maintain, enforce, or protect intellectual property rights; underlying assumptions thereunder; •expectations regarding future acquisitions, partnerships, or other relationships with third parties; •expectations regarding product development and pipeline; •expectations regarding research and development efforts;•expectations regarding market size; •expectations regarding the competitive landscape; and Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of thedate hereof. The forward-looking statements contained in this Quarterly Report are based on our current expectations and beliefs concerning future developments and their potential effects on our business. There can be no assurance that future developments affecting our business will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond ourcontrol), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors under the heading "Risk Factors" in this Quarterly Report and in our Annual Report on Form 10-K for the year ended December 31, 2024, as amended (our "Annual Report"), as well asthe following important factors: •our ability to obtain financing; •our ability to meet NYSE American’s continued listing standards;•our ability to protect our intellectual property; •whether the market embraces our products and investments;•whether we achieve commercialization in a timely manner;•the outcome of any legal proceedings that may be instituted against us;•our ability to retain or recruit key employees; NUBURU, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS NUBURU, INC.CONDENSED CONSOLIDATEDSTATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS DEFICIT(UNAUDITED) Net cash used in operating activities Cash Flows from Financing Activities: Proceeds received from settlementProceeds from issuance of common stock Restricted stock units used for tax withholdings—Payment of deferred financing costs—Net cash provided by financing activities2,539,392NET CHANGE IN CASH DURING THE PERIOD(138,400)(1,916,815)CASH AND CASH EQUIVALENTS―BEGINNING OF PERIOD209,337 Issuance of Common Stock upon exercise of pre-funded warrants$934$Deemed dividend in connection with modification of pre-funded warrants$936$Shareholder advance to promissory note$545,000$ Conversion of debt to common stockInitial fair value of convertible note receivable over proceeds paid Transfer of property and equipment from inventory Deferred financing costs included in accounts payable and accrued expenses$—$Transaction costs related to the reverse recapitalization not yet paid$—$ NUBURU, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)NOTE1. BACKGROUND AND ORGANIZATIONNuburu, Inc. (“Nuburu” or the “Company”) was originally incorporated in Delaware on July 21, 2020 under the name Tailwind Acquisition Corp. Nuburu”), a privately held operating company which merged into the Company's subsidiary Compass Merger Sub, Inc. (the “BusinessCombination”) and changed its name to “Nuburu, Inc.,” and the Company became the owner, directly or indirectly, of all of the equity interests ofNuburu Subsidiary, Inc. and its subsidiaries. terms refer to Legacy Nuburu prior to the consummation of the Business Combination, and Nuburu and its subsidiaries after the consummation ofthe Business Combination. Going Concern and Liquidity The Company is an emerging growth company that has not yet achieved full commercialization and is expected to incur losses until it does.From inception through March 31, 2025, the Company has incurred operating losses and negative cash flows from operating activities. For the three months ended March 31, 2025 and 2024, the Company has incurred operating losses, including net losses of$14,020,050and$5,705,098,respectively, and the Company has an accumulated deficit of$135,428,605as of March 31, 2025. The operating loss for the three mo