$BURU
Nuburu, Inc.
CIK:0001814215|SEC Filings
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2026 |
Jun. 30, 2025 |
Jun. 30, 2026 |
Jun. 30, 2025 |
|
| Cash Flows from Operating Activities: | ||||
| Net loss | $ (6,174,759) | $ (28,836,400) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Depreciation and amortization | $ 0 | 246,043 | 446,449 | |
| Stock-based compensation | 403,691 | 794,646 | ||
| Provision for credit losses | 11,332 | |||
| Net change in employee benefit liability | 17,947 | |||
| Amortization of deferred financing costs | 28,433 | |||
| Debt issuance costs expensed under fair value option | 161,380 | |||
| Interest expense recognized on preferred obligation related to Orbit Transaction (related party) | 67,737 | |||
| Change in fair value of warrant liabilities | (12,225,675) | (110,314) | ||
| Loss on issuance of warrants and related costs | $ 18,498 | 0 | 8,224,691 | 0 |
| Change in fair value of debt | (393,246) | 1,422,895 | (8,672,492) | 1,166,373 |
| Loss on issuance of debt | 0 | 766,296 | 11,661,274 | 1,474,096 |
| Loss on issuance of SEPA | 2,582,724 | |||
| Gain on initial recognition of Tekne Investment | 0 | 0 | (84,000) | 0 |
| Change in fair value of investments | 3,087,260 | 0 | 3,123,545 | 0 |
| Gain on issuance of SYME Bonds (related party) | 0 | 0 | (49,514) | 0 |
| Change in fair value of SYME Bonds (related party) | (95,206) | 0 | (62,168) | 0 |
| Change in fair value of contingent consideration (including $351,042 and nil for the three months ended June 30, 2026 and 2025, respectively, and $46,661 and nil for the six months ended June 30, 2026 and 2025, respectively, with related parties) | 368,523 | 0 | 68,159 | 0 |
| Change in fair value of derivative liability (including nil and nil for the three months ended June 30, 2026 and 2025, respectively, and $4,909,820 and nil for the six months ended June 30, 2026 and 2025, respectively, with related parties) | (0) | (0) | (4,909,820) | (37,900) |
| Change in fair value of convertible notes receivable (including $174,100 and nil for the three months ended June 30, 2026 and 2025, respectively, and $393,100 and nil for the six months ended June 30, 2026 and 2025, respectively, with related parties) | (1,049,536) | 11,400 | (2,123,339) | 11,400 |
| Remeasurement of subscription for Orbit shares (related party) | 0 | 0 | (1,189,837) | 0 |
| Remeasurement of Orbit equity method investment (related party) | 0 | 0 | 59,408 | 0 |
| Change in fair value of SEPA liability | (1,473,349) | 260,507 | ||
| Loss on extinguishment of debt (including nil and nil for the three months ended June 30, 2026 and 2025, respectively, and nil and $27,139 for the six months ended June 30, 2026 and 2025, respectively, with related parties) | 0 | 1,375,819 | 0 | 6,873,335 |
| SEPA fees and issuance costs | 1,075,000 | |||
| Gain on sale of intellectual property intangible assets | 0 | 0 | 0 | (8,961,872) |
| Loss on impairment of inventories, property and equipment and operating lease right-of-use asset | 6,064,823 | |||
| Interest expense recognized on remeasurement of preferred stock liability | 10,398,050 | |||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable | 101,043 | |||
| Inventories | 1,535 | |||
| Prepaid expenses and other current assets | (345,820) | (97,647) | ||
| Accounts payable | (571,024) | 776,714 | ||
| Accrued expenses | (1,234,289) | 2,181,068 | ||
| Operating lease liability | (237,369) | |||
| Other liabilities | 31,518 | |||
| Net cash used in operating activities | (15,098,163) | (3,986,504) | ||
| Cash Flows from Investing Activities: | ||||
| Cash paid for purchases of property and equipment | (5,242) | |||
| Cash paid for acquisition of controlling financial interest in Orbit, net of cash acquired | (540,915) | |||
| Cash paid for Lyocon Acquisition, net of cash acquired | (749,905) | |||
| Payments for acquisitions and investments (related party) | (600,000) | |||
| Payments under convertible notes receivable (nil and $150,000, respectively, with related parties) | (20,511,875) | (650,000) | ||
| Net cash used in investing activities | (21,807,937) | (1,250,000) | ||
| Cash Flows from Financing Activities: | ||||
| Proceeds from debt borrowings | 5,399,708 | |||
| Repayments of debt | (9,624,733) | (1,024,898) | ||
| Proceeds received from the February 2026 Offering | 11,994,929 | |||
| Proceeds received from the SEPA | 10,996,535 | |||
| Payments of debt and equity issuance costs | (1,155,614) | (236,380) | ||
| Proceeds received from settlement | 1,000,000 | |||
| Restricted stock units withheld for tax withholdings | (173) | |||
| Proceeds from exercise of warrants | 765,061 | |||
| Net cash provided by financing activities | 12,976,178 | 5,138,257 | ||
| Effect of exchange rate changes on cash | (4,428) | |||
| NET CHANGE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH DURING THE PERIOD | (23,934,350) | (98,247) | ||
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH - BEGINNING OF PERIOD | 25,536,425 | 209,337 | ||
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH - END OF PERIOD | $ 1,602,075 | $ 111,090 | 1,602,075 | 111,090 |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
| Cash paid for interest | 883,531 | 83,418 | ||
| Cash paid for income taxes | 59,645 | |||
| SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
| Reclassification of warrant liability to equity upon exercise of warrants | 3,244,912 | 934 | ||
| Extinguishment of Preferred Stock through issuance of warrants | 11,827,870 | |||
| Deemed dividend in connection with extinguishment of preferred stock through issuance of warrants | 2,047,370 | 936 | ||
| Fair value of warrants issued as equity issuance costs | 185,018 | |||
| Issuance of Common Stock in connection with the SEPA | 11,241,621 | 545,309 | ||
| Issuance of Common Stock upon extinguishment or conversion of debt | 618,861 | 9,416,186 | ||
| SYME Inventory Advance applied to SYME Bonds | 5,668,545 | |||
| Investment in H&K through issuance of convertible note | 11,688,726 | |||
| Advance to Tekne applied to Tekne Convertible Note Receivable | 1,179,686 | |||
| Non-cash consideration transferred in Orbit Change of Control (related party) | 14,592,107 | |||
| Gain on extinguishment of Orbit Preferred Obligation in excess of derivative liability fair value, recognized as a capital contribution (related party) | 784,807 | |||
| Non-cash consideration transferred in Lyocon Acquisition | 1,388,558 | |||
| Issuance of Tekne Subordinated Convertible Note | 928,000 | |||
| Premium on issuance of Lyocon Convertible Notes | 172,000 | |||
| Stock-based compensation expense included in accrued expenses | 50,000 | 50,000 | ||
| Reclassification of stock-based compensation liability to equity upon issuance of shares of Common Stock | 58,983 | |||
| Shares issued for services included in prepaid expenses | 268,667 | 709,167 | ||
| Issuance of promissory note for replacement of shareholder advance | 545,000 | |||
| Transaction costs related to the reverse recapitalization not yet paid | $ 1,007,439 | 1,007,439 | ||
| Initial fair value of convertible notes receivable over proceeds paid | 110,000 | |||
| Extinguishment of existing unsecured promissory note and accrued interest through issuance of convertible note | 2,108,525 | |||
| Debt issuance costs included in accounts payable and accrued expenses | $ 127,000 | |||
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) |
Jun. 30, 2026 |
Dec. 31, 2025 |
||
|---|---|---|---|---|
| Current assets | ||||
| Cash and cash equivalents | $ 726,934 | $ 24,661,284 | ||
| Restricted cash | 875,141 | 875,141 | ||
| Accounts receivable, net | 395,003 | 0 | ||
| Inventories, net | 245,494 | |||
| Tekne Convertible Note Receivable | 23,877,322 | |||
| Advance on Tekne Convertible Receivable | 1,179,686 | |||
| Prepaid expenses and other current assets (including $2,178,123 and $233,498 with related parties, respectively) | 4,244,130 | 1,621,303 | ||
| Total current assets | 31,956,562 | 45,784,559 | ||
| Goodwill | 19,262,851 | |||
| Intangible assets subject to amortization, net | 2,667,149 | |||
| Investments at fair value | 9,581,198 | |||
| Property and equipment, net | 15,256 | |||
| Other assets | 57,172 | |||
| Total Assets | 69,122,109 | 49,819,239 | ||
| Current liabilities | ||||
| Accounts payable (including $96,340 and nil with related parties, respectively) | 2,554,859 | 2,130,686 | ||
| Accrued expenses (including $2,337,065 and nil with related parties, respectively) | 7,762,650 | 3,276,794 | ||
| Current portion of debt (including $29,525,305 and $25,863,601 at fair value, respectively) | 30,785,850 | 25,874,146 | ||
| Shareholder advances | 99,936 | 99,936 | ||
| Preferred stock liability, $0.0001 par value; 50,000,000 shares authorized; 1,006,118 and 2,188,905 shares issued and outstanding, respectively | 10,061,180 | 21,889,050 | ||
| Total current liabilities | 51,264,475 | 61,402,511 | ||
| SEPA liability | 1,483,065 | 3,201,500 | ||
| Warrant liabilities | 3,844,288 | 397,401 | ||
| Contingent consideration (including $820,368 and nil with related parties, respectively) | 984,442 | |||
| Deferred tax liability | 173,351 | |||
| Other liabilities | 314,168 | |||
| TOTAL LIABILITIES | 58,063,789 | 65,001,412 | ||
| Commitments and Contingencies (Note 8) | ||||
| Tekne Subordinated Convertible Note | 928,000 | |||
| Stockholders' Equity (Deficit) | ||||
| Common Stock, $0.0001 par value; 900,000,000 shares authorized; 6,013,724 and 2,320,415 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | [1] | 601 | 232 | |
| Additional paid-in capital | [1] | 216,722,141 | 185,297,426 | |
| Accumulated deficit | (206,654,590) | (200,479,831) | ||
| Accumulated other comprehensive income | 62,168 | |||
| Total Stockholders' Equity (Deficit) | 10,130,320 | (15,182,173) | ||
| TOTAL LIABILITIES, TEKNE SUBORDINATED CONVERTIBLE NOTE AND STOCKHOLDERS' EQUITY (DEFICIT) | 69,122,109 | 49,819,239 | ||
| Related Party [Member] | ||||
| Current assets | ||||
| SYME Convertible Note Receivable (related party) | 1,592,538 | |||
| Subscription for Orbit shares (related party) | 11,778,600 | |||
| SYME inventory advance (related party) | 5,668,545 | |||
| Prepaid expenses and other current assets (including $2,178,123 and $233,498 with related parties, respectively) | 2,178,123 | 233,498 | ||
| SYME Bonds (related-party) | 5,581,921 | |||
| SYME Convertible Note Receivable (related party) | 2,351,602 | |||
| Equity method investment (related-party) | 949,806 | |||
| Deposit on acquisition (related party) | 733,272 | |||
| Current liabilities | ||||
| Accounts payable (including $96,340 and nil with related parties, respectively) | 96,340 | 0 | ||
| Accrued expenses (including $2,337,065 and nil with related parties, respectively) | $ 2,337,065 | 0 | ||
| Preferred obligation related to Orbit Transaction (related party) | $ 8,131,899 | |||
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