BURU

MKT CAP $161.4MP/E —DIV YIELD —FCF YIELD —REV TTM $933K +9927.6%NET INCOME −$57.2MNET DEBT $31M52W 0.04 – 2.16SEC XBRL · TTM TO Invalid Date

How BURU rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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A comparison of the results for the years ended December 31, 2025 and 2024 is provided below.
An analysis of our financial condition and results of operations for the years ended December 31, 2024 and 2023 can be found under Part II, Item 7.
"Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K, for the year ended December 31, 2024, as amended, which is available through the Securities and Exchange Commission’s website at www.sec.gov.
On February 27, 2026, we effected a 1-for-4.99 reverse stock split of our Common Stock (the “2026 Reverse Stock Split”).
The 2026 Reverse Stock Split has been reflected retroactively in all Common Stock and per share amounts for all periods presented.
Proportional adjustments were made to the number of shares of Common Stock issuable upon exercise, vesting, or conversion of our outstanding stock options, restricted stock units, warrants, convertible notes, preferred stock, and other instruments convertible into or exercisable for Common Stock, as well as the applicable exercise prices, conversion prices, and per share grant date fair values.
All share and per share amounts presented in this Annual Report on Form 10-K, including but not limited to earnings per share, weighted-average shares outstanding, shares reserved under equity incentive plans and the employee stock purchase plan, and shares issuable under outstanding derivative and convertible instruments, have been retroactively adjusted to reflect the 2026 Reverse Stock Split for all periods presented.
LIQUIDITY CONSTRAINTS We have not yet achieved commercialization and expect continued losses until we can do so.
We must rely on capital from investors to support operations.
From inception, we have continued to incur operating losses and negative cash flows from operating activities.
For the years ended December 31, 2025 and 2024, we incurred a net loss of $79,071,276 and $34,515,754 (including significant non-cash expenses), respectively, and we had an accumulated deficit of $200,479,831 and $131,806,605 as of December 31, 2025 and 2024, respectively.
We generated total revenue of nil and $152,127 during the years ended December 31, 2025 and 2024, respectively.
During 2024 and 2025, due to the lack of sufficient funding, management initiated measures designed to reduce costs, which included implementing a furlough of employees beginning in 2024.
In response to the furloughs and financing challenges, several key employees resigned.
On March 5, 2025, our former secured lenders concluded the Foreclosure sale, which resulted in the transfer of our patent portfolio to an affiliate of the senior secured lenders in exchange for a full discharge and extinguishment of our junior and senior secured notes.
We expect to incur significant expenses and operating losses for the foreseeable future, as we devote substantial resources to implement our Transformation Plan, as described in “Item 1.
Business” in this Annual Report on Form 10-K, and operate as a public company.
Until we can generate sufficient revenue, we plan to finance our business with the proceeds from the issuance and sale of debt or equity securities, including sales pursuant to the SEPA, as defined and discussed below, and borrowings under credit facilities.
There is no assurance that management's plans to obtain additional debt or equity financing or credit facilities will be successfully implemented or implemented on terms favorable to us.
Even if we generate revenue, there is no guarantee that we will ever become profitable.
While we are pursuing a Transformation Plan intended to address aspects of our financial condition and operations, there can be no assurance that these efforts will be successful or that they will alleviate the substantial doubt regarding our ability to continue as a going concern.
If we are unable to obtain additional financing, or otherwise implement our Transformation Plan, we will not be able to sustain operations and will need to consider alternatives, which could include a sale, liquidation, or dissolution of the business.
For additional information, refer to Note 1 to the consolidated financial statements included herein, for the Company’s evaluation of the events and conditions and its plans regarding the going concern matter.
ACQUISITION, INVESTMENT AND JOINT VENTURE PLANS Orbit (Related-Party), Tekne, Lyocon and Maddox For information related to certain acquisition, investment-related and joint venture transactions with Orbit S.r.l.
(“Orbit”), Tekne S.p.A (“Tekne”), Lyocon S.r.l.
(“Lyocon”) and Maddox Defense Incorporated (“Maddox”), including our investment in Orbit accounted for under the equity-method through January 2026, see Notes 4, 6 and 17 to the consolidated financial statements included herein.
SYME Convertible Note Receivable and Strategic Investment (Related Party) For information regarding (i) the Convertible Note Receivable with SYME, as defined and described in Note 6 to the consolidated financial statements, and (ii) the SYME inventory advance, see Notes 6 , 7 and 17 to the consolidated financial statements included herein.
Heckler & Koch AG Investment As part of ongoing efforts to invest our assets to build out our Defense and Security Platform, on February 6, 2026, we entered into a Securities Purchase Agreement with Brick Lane pursuant to which we acquired from Brick Lane 295,000 shares (or approximately 0.8% of the outstanding common shares) of Heckler & Koch AG, a leading manufacturer of small firearms for NATO and EU countries whose shares are listed on Euronext Paris under the ticker MLHK, for an aggregate purchase price of $15,000,000, which was paid by Subordinated Convertible Note.
For additional information, see “Item 1.
Business” and Note 17 to the consolidated financial statements included herein.
RECENT FINANCING TRANSACTIONS, SETTLEMENTS AND DEBT EXTINGUISHMENTS Transfer of Outstanding Preferred Stock As part of our ongoing efforts to eliminate liabilities and return to compliance with NYSE American stockholder equity requirements, on February 6, 2026, we entered into an exchange agreement with Indigo Capital LP ("Indigo"), pursuant to which we agreed to issue a pre-funded warrant to Indigo in exchange for the extinguishment and cancellation of 844,938 shares of our Series A Preferred Stock held by Indigo.
For additional information, see Note 17 to the consolidated financial statements included herein.
February 2026 Offering and 2025 Offerings In February 2026 and September 2025, we consummated a best efforts public offering of Common Stock and certain warrants.
For additional information, see Notes 10, 11 and 17 to the consolidated financial statements included herein.
December 2025 YA Financing Transaction On December 17, 2025, we entered into a Securities Purchase Agreement with YA, pursuant to which we completed a $25,000,000 financing transaction (the "December 2025 YA Financing Transaction").
In connection with the December 2025 YA Financing Transaction, we issued (i) a debenture with an aggregate principal amount of $25,000,000 (the “December 2025 YA Debenture”) at an original issue discount of 7.0%, resulting in gross cash proceeds to us of $23,250,000, which is further described in Note 9 to the consolidated financial statements, and (ii) the December 2025 YA Warrants, as defined and described in Note 11 to the consolidated financial statements, to purchase an aggregate of 46,092,188 shares of Common Stock at exercise prices ranging from $0.05 to $2.35 per share, which were determined to be equity-classified and are further described in Note 11 to the consolidated financial statements included herein. 3(a)(10) Claims Settlement On July 17, 2025, we and Silverback Capital Corporation (“Silverback”) agreed to settle outstanding claims in an amount of $5,662,479 (the “Claims”) owed to Silverback in exchange for a settlement amount payable in shares of Common Stock, subject to court approval.
The settlement was approved by the state court on July 30, 2025, after a fairness hearing pursuant to the requirements of Section 3(a)(10) of the Securities Act.
As of the date of this Annual Report on Form 10-K, the Silverback program was performed and concluded.
For additional information, see Note 3 to the consolidated financial statements included herein.
Standby Equity Purchase Agreement On May 30, 2025, we entered into the Standby Equity Purchase Agreement (the “SEPA”) with YA (the “SEPA Investor”), pursuant to which we have the right to sell to the SEPA Investor up to $100,000,000 of Common Stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA.

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A comparison of the results for the years ended December 31, 2024 and 2023 is provided below.
An analysis of our financial condition and results of operations for the years ended December 31, 2023 and 2022 and can be found under Part II, Item 7.
"Management's Discussion and Analysis of Financial Condition and Results of Operation" of our Annual Report on Form 10-K, as amended, for the year ended December 31, 2023, which is available through the Securities and Exchange Commission’s website at www.sec.gov.
As we have disclosed previously, we have not yet achieved commercialization and expect continued losses until we can do so.
We must rely on capital from investors to support our operations.
During 2024 and early 2025, management negotiated several funding agreements with multiple investors.
Certain of these investors have not fully performed their obligations under such agreements.
As a result, the Company has not received the funding necessary to maintain operations, fill orders or implement its sales and marketing program.
Given the lack of funding, management initiated measures designed to reduce costs, which included implementing a furlough of employees.
This significantly impacted commercialization and operations, particularly in the second half of 2024.
In response to the furloughs and financing challenges, several key employees have resigned entirely.
We generated total revenue of $152,127 and $2,085,532 and had net losses of $34,515,754 and $20,710,446 during the years ended December 31, 2024 and 2023, respectively.
We expect to incur significant expenses and operating losses for the foreseeable future, as we: • continue our research and development efforts; • devote substantial resources to implement our announced strategic plan and related acquisitions; and • operate as a public company.
Accordingly, we may seek to fund our operations through public or private equity financings, debt financings, or other sources.
However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all.
Our failure to raise capital or enter into such other arrangements as and when needed would have a negative impact on our financial condition.
Restatement See Note 15, “ Restatement of Previously Issued Consolidated Financial Statements and Previously Issued Unaudited Interim Condensed Consolidated Financial Statements ”, to the consolidated financial statements for additional information regarding the restatement of amounts included in the Company's previously issued financial statements as of and for the year ended December 31, 2023 and for each of the quarterly periods ended March 31, 2024, June 30, 2024 and September 30, 2024.
The Business Combination On January 31, 2023, we consummated the Business Combination.
We received net proceeds from the Business Combination totaling $3,243,079, prior to deducting transaction and issuance costs.
The Business Combination is accounted for as a reverse recapitalization for financial statement reporting purposes with Legacy Nuburu deemed to be the acquirer and Tailwind deemed to be the acquiree.
Under this method of accounting, Tailwind will be treated as the acquired company for financial statement reporting purposes.
Being an SEC-registered and publicly traded company has required us to hire additional personnel and to implement procedures and processes to address public company regulatory requirements and customary practices.
Compared to the operations of Legacy Nuburu, we have incurred and expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees, and additional internal and external accounting, legal, and administrative resources, including increased personnel costs, audit, and other professional service fees.
Reverse Stock Split On February 22, 2024, we held a special meeting of stockholders where stockholders approved proposals to authorize the Company to effect a reverse stock split of the Company's issued and outstanding Common Stock within a range from 1-for 30 to 1-for-75, with the exact ratio of the reverse stock split to be determined by the Company's board of directors.
On July 23, 2024, the Company effected a 1-for-40 reverse stock split (the "Reverse Stock Split").
Financing Transactions April 2024 SPA Agreement On April 3, 2024, we entered into a Securities Purchase Agreement (the “SPA”) with certain accredited investors named therein pursuant to which the investors agreed to purchase from the Company $3,000,000 of newly issued shares (the “Shares”) of the Company’s Common Stock, at a per Share purchase price of $5.00 per Share.
Only a portion of the purchase price ($644,936) has been advanced.
In October 2024, a notification of default was sent to the investors for failure to provide the remainder of the purchase price.
Warrant Issuances and Note Extinguishments Pre-Funded Warrants On May 1, 2024, we entered into a Pre-Funded Warrant Purchase Program (the “Program”) with strategic investors, pursuant to which from time-to-time the Company sold and the investors acquired pre-funded warrants.
The exercise price for the pre-funded warrants is substantially paid by the purchaser at closing and, as a result, such warrants may be exercised in the future with a nominal exercise price payment.
Each specific transaction was entered into on terms agreed by the parties; provided however, that in no case was the purchase price per share to be less than 110% of the closing price per share of the Company’s common stock on the trading day immediately preceding the date of purchase.
Contemporaneously with the acquisition of pre-funded warrants, the investors were also permitted to voluntarily convert outstanding notes previously issued by the Company; provided that such transactions, as a whole, did not result in an effective direct or indirect discount to market price to the investors of greater than 30%.
During the year ended December 31, 2024 , the Company issued 837,116 pre-funded warrants, for total cash proceeds of $ 2,139,866 in pre-funded warrants pursuant to the Program.
Each pre-funded warrant entitles the holder to purchase one share of common stock at an exercise price ranging from 125 % to 140 % of the relevant pre-funded warrant purchase price.
The pre-funded warrant is exercisable any time after issuance through five years.
No pre-funded warrants were exercised during the year ended December 31, 2024.
The proceeds from the issuance of the pre-funded warrants were recorded to additional paid-in capital in the consolidated balance sheets.
In early 2025, the Company entered into an amendment (the “Amendment”) to the Settlement with Liqueous, which among other things modified the Company's Pre-Funded Warrants.
For additional information, see Note 16 to the consolidated financial statements included herein.
The Program is no longer being utilized.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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