UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): April 11, 2025 |
Nuburu, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-39489 |
85-1288435 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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7442 S Tucson Way Suite 130 |
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Centennial, Colorado |
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80112 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (720) 767-1400 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share |
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BURU |
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NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
During the preparation of the Company's consolidated financial statements as of and for the year ended December 31, 2024, the Company identified the following two misstatements:
•Junior Note Debt Issuance Cost Misstatement: Amortization of debt issuance costs were improperly presented within general and administrative, rather than in interest expense, on the Company's consolidated statements of operations for the year ended December 31, 2023 and its condensed consolidated statements of operations for the quarters and year-to-date periods ended March 31, 2024, June 30, 2024 and September 30, 2024. There was no impact on the consolidated balance sheets, consolidated statements of changes in stockholders' deficit or consolidated statements of cash flows in any period as a result of the Junior Note Debt Issuance Cost Misstatement.
•Senior Convertible Notes Misstatement: In late 2023, the Senior Convertible Notes were exchanged and, in accordance with the terms of the exchange, accrued and unpaid interest from the issuance date of the Senior Convertible Notes through the exchange date was to be added to the principal balance at that time, however, the Company did not properly add such accrued interest to principal, resulting in an (i) understatement of the principal amount of the Senior Convertible Notes and overstatement of accrued interest on the consolidated balance sheets as of December 31, 2023 and as of March 31, 2024, June 30, 2024, and September 30, 2024, (ii) understatement of interest expense in the consolidated statements of operations for the year ended December 31, 2023 and the condensed consolidated statements of operations for the quarters and year-to-date periods ended March 31, 2024, June 30, 2024 and September 30, 2024 and (iii) overstatement of the loss on extinguishment of debt in the condensed consolidated statements of operations for the quarters and year-to-date periods ended June 30, 2024 and September 30, 2024, when certain of the Senior Convertible Notes were extinguished. The impact to the consolidated income statements also impacts the same line items presented on the consolidated statements of changes in stockholders' deficit and consolidated statements of cash flows.
The Board of Directors and management, upon the recommendation of the Audit Committee of the Board of Directors, concluded on April 11, 2025 that the Company’s previously issued financial statements as of and for the year ended December 31, 2023 and unaudited condensed consolidated financial statements as of and for each of the interim quarterly periods ended March 31, 2024, June 30, 2024 and September 30, 2024 should no longer be relied upon due to material misstatements, and that the Company would restate such financial statements to (i) properly reclassify the amortization of debt issuance costs within interest expense and (ii) properly account for the impact to principal, accrued interest, interest expense and loss on extinguishment of debt related to the exchange of the Senior Convertible Notes.
The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item
4.02 with WithumSmith+Brown, P.C. (“Withum”), the Company’s independent registered public accounting firm.
The Company determined that these errors were the result of a material weakness in internal control over financial reporting that is reported in management’s report on internal control over financial reporting as of December 31, 2024 in Part II, Item 9A, “Controls and Procedures” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 10-K”).
The Company has not filed, and does not intend to file, amendments to the previously filed Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, but instead is restating its unaudited interim condensed consolidated financial statements in the 2024 10-K.
The corrections to (i) the year ended December 31, 2023 presented in the 2024 10-K and (ii) the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024 to be presented in the Company's upcoming Form 10-Qs to be filed during 2025 are as follows:
Consolidated Balance Sheets
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As of December 31, 2023 |
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Originally Reported |
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Senior Convertible Notes Restatement Adjustment |
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As
Restated |
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LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT |
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Accrued expenses |
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$ |
2,750,305 |
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$ |
(250,648 |
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$ |
2,499,657 |
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Total current liabilities |
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$ |
10,028,688 |
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$ |
(250,648 |
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$ |
9,778,040 |
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Convertible notes payable |
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$ |
6,713,241 |
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$ |
254,710 |
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$ |
6,967,951 |
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Total liabilities |
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$ |
19,217,817 |
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$ |
4,062 |
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$ |
19,221,879 |
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Stockholders’ Deficit |
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Accumulated deficit |
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$ |
(97,286,789 |
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$ |
(4,062 |
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$ |
(97,290,851 |
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Total Stockholders’ Deficit |
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$ |
(32,541,859 |
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$ |
(4,062 |
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$ |
(32,545,921 |
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As of March 31, 2024 |
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Originally Reported |
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Senior Convertible Notes Restatement Adjustment |
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As
Restated |
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LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT |
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Accrued expenses |
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$ |
3,248,847 |
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$ |
(246,202 |
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$ |
3,002,645 |
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Total current liabilities |
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$ |
12,441,326 |
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$ |
(246,202 |
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$ |
12,195,124 |
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Convertible notes payable |
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$ |
6,713,241 |
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$ |
254,710 |
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$ |
6,967,951 |
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Total liabilities |
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$ |
21,509,495 |
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$ |
8,507 |
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$ |
21,518,002 |
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Stockholders’ Deficit |
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Accumulated deficit |
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$ |
(102,987,442 |
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$ |
(4,445 |
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$ |
(102,991,887 |
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Total Stockholders’ Deficit |
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$ |
(37,430,270 |
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$ |
(4,445 |
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$ |
(37,434,715 |
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As of June 30, 2024 |
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Originally Reported |
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Senior Convertible Notes Restatement Adjustment |
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As
Restated |
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LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT |
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Accrued expenses |
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$ |
4,316,645 |
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$ |
(246,332 |
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$ |
4,070,313 |
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Total current liabilities |
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$ |
13,502,361 |
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$ |
(246,332 |
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$ |
13,256,029 |
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Convertible notes payable |
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$ |
5,385,147 |
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$ |
204,321 |
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$ |
5,589,468 |
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Total liabilities |
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$ |
19,339,515 |
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$ |
(42,011 |
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$ |
19,297,504 |
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Stockholders’ Deficit |
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Accumulated deficit |
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$ |
(115,674,830 |
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$ |
48,505 |
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$ |
(115,626,325 |
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Total Stockholders’ Deficit |
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$ |
(34,841,521 |
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$ |
48,505 |
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$ |
(34,793,016 |
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As of September 30, 2024 |
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Originally Reported |
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Senior Convertible Notes Restatement Adjustment |
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As
Restated |
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LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT |
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Accrued expenses |
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$ |
4,443,179 |
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$ |
(244,997 |
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$ |
4,198,182 |
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Total current liabilities |
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$ |
15,672,672 |
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$ |
(244,997 |
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$ |
15,427,675 |
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Convertible notes payable |
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$ |
4,511,880 |
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$ |
171,188 |
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$ |
4,683,068 |
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Total liabilities |
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$ |
20,266,885 |
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$ |
(73,809 |
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$ |
20,193,076 |
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Stockholders’ Deficit |
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Accumulated deficit |
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$ |
(120,052,352 |
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$ |
31,797 |
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$ |
(120,020,555 |
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Total Stockholders’ Deficit |
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$ |
(36,343,647 |
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$ |
31,797 |
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$ |
(36,311,850 |
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Consolidated Statements of Operations
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Year Ended December 31, 2023 |
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Originally Reported |
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Junior Note Debt Issuance Cost Restatement Adjustment |
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Senior Convertible Notes Restatement Adjustment |
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As
Restated |
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General and administrative |
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$ |
11,223,449 |
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$ |
(105,924 |
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$ |
- |
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$ |
11,117,525 |
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Interest expense |
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$ |
754,549 |
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$ |
105,924 |
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$ |
4,062 |
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$ |
864,535 |
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Loss before provision for income taxes |
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$ |
(20,706,384 |
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$ |
- |
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$ |
(4,062 |
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$ |
(20,710,446 |
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Net loss and comprehensive loss |
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$ |
(20,706,384 |
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$ |
- |
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$ |
(4,062 |
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$ |
(20,710,446 |
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Net loss per common share, basic and diluted |
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$ |
(0.63 |
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$ |
- |
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$ |
- |
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$ |
(0.63 |
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Consolidated Statements of Cash Flows
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Year Ended December 31, 2023 |
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Originally Reported |
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Senior Convertible Notes Restatement Adjustment |
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As
Restated |
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Net Loss |
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$ |
(20,706,384 |
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$ |
(4,062 |
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$ |
(20,710,446 |
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Changes in operating assets and liabilities: Accrued expenses |
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$ |
111,939 |
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$ |
4,062 |
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$ |
116,001 |
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Three Months Ended March 31, 2024 |
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Originally Reported |
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Senior Convertible Notes Restatement Adjustment |
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As
Restated |
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Net Loss |
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$ |
(5,700,653 |
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$ |
(4,445 |
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$ |
(5,705,098 |
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Changes in operating assets and liabilities: Accrued expenses |
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$ |
520,042 |
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$ |
4,445 |
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$ |
524,487 |
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Six Months Ended June 30, 2024 |
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Originally Reported |
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Senior Convertible Notes Restatement Adjustment |
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As
Restated |
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Net Loss |
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$ |
(18,388,041 |
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$ |
44,060 |
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$ |
(18,343,981 |
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Adjustments to reconcile net loss to net cash used in operating activities: Loss on extinguishment of debt |
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$ |
10,346,108 |
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$ |
(52,274 |
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$ |
10,293,834 |
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Changes in operating assets and liabilities: Accrued expenses |
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$ |
1,693,890 |
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$ |
8,214 |
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$ |
1,702,104 |
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Nine Months Ended September 30, 2024 |
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Originally Reported |
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Senior Convertible Notes Restatement Adjustment |
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As
Restated |
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Net Loss |
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$ |
(22,765,563 |
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$ |
75,857 |
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$ |
(22,689,706 |
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Adjustments to reconcile net loss to net cash used in operating activities: Loss on extinguishment of debt |
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$ |
11,685,125 |
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$ |
(87,322 |
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$ |
11,597,803 |
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Changes in operating assets and liabilities: Accrued expenses |
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$ |
1,964,723 |
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$ |
11,464 |
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$ |
1,976,187 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: |
April 15, 2025 |
By: |
/s/ Alessandro Zamboni |
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Alessandro Zamboni
Executive Chairman |