Nuburu Inc
For the period ended Dec 31, 2023. Filed Apr 15, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Apr 15, 2024
BURU$0.20-8.4%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
| (1) | Consolidated Financial Statements: |
| Page | |
| Report of Independent Registered Public Accounting Firm | F-2 |
|---|---|
| Consolidated Balance Sheets | F-3 |
| Consolidated Statements of Operations | F-4 |
| Consolidated Statements of Changes in Stockholders’ Deficit | F-5 |
| Consolidated Statements of Cash Flows | F-6 |
| Notes to Consolidated Financial Statements | F-7 |
| (2) | Financial Statement Schedules: |
None.
| (3) | Exhibits |
We hereby file as part of this Annual Report on Form 10-K the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit No. · Description · Form · File No. · Exhibit No. · Filing Date | ||||||
| · · | ||||||
| 2.1† | Business Combination Agreement, dated as of August 5, 2022, by and among Tailwind Acquisition Corp., Compass Merger Sub, Inc. and Nuburu, Inc. | 8-K | 001-39489 | 2.1 | August 8, 2022 | |
| 2.2* | Securities Purchase Agreement, dated as of April 3, 2024, by and between Nuburu, Inc. and the parties thereto | |||||
| 3.1 | Amended and Restated Bylaws of the Company. | 8-K | 001-39489 | 3.2 | September 9, 2020 | |
| 3.2 | Amended and Restated Certificate of Incorporation of the Company. | 8-K | 001-39489 | 3.1 | February 6, 2023 | |
| 3.3 | Certificate of Designations of the Company. | 8-K | 001-39489 | 3.3 | February 6, 2023 | |
| 4.1 | Specimen Common Stock Certificate . | 8-K | 001-39489 | 4.1 | February 6, 2023 | |
| 4.2 | Specimen Preferred Stock Certificate . | 8-K | 001-39489 | 4.2 | February 6, 2023 | |
| 4.3 | Specimen Warrant Certificate. | S-1 | 333-248113 | 4.3 | August 26, 2020 | |
| | | |||||
| 4.4 | Warrant Agreement, dated as of September 9, 2020, by and between the Company and Continental Stock Transfer & Trust Company. | 8-K | 001-39489 | 4.1 | September 9, 2020 | |
| 4.5* | Description of Registrant’s Securities. | |||||
| 10.1 | Investment Management Trust Agreement, dated as of September 9, 2020, by and between the Company and Continental Stock Transfer & Trust Company. | 8-K | 001-39489 | 10.2 | September 9, 2020 | |
| 10.2 | Registration and Stockholder Rights Agreement, dated as of September 9, 2020, by and between the Company and the Sponsor. | 8-K | 001-39489 | 10.3 | September 9, 2020 | |
| 10.3 | Letter Agreement, dated as of September 3, 2020, among the Company, the Sponsor and the Company’s then current officers and directors. | 8-K | 001-39489 | 10.4 | September 9, 2020 | |
| 10.4 | Amendment to Letter Agreement, dated November 22, 2022, by and among the Company, the Sponsor, and the Company’s then current officers and directors. | 8-K | 001-39489 | 10.4 | November 22, 2022 | |
| 10.5 | Amended and Restated Letter Agreement, dated January 31, 2023, by and among the Company, the Sponsor , and the other parties set forth on the signature pages thereto. | 8-K | 001-39489 | 10.4 | January 31, 2023 | |
| | | |||||
| 10.6 | | Administrative Services Agreement, dated as of September 9, 2020, by and between the Company and the Sponsor. | 8-K | 001-39489 | 10.5 | September 9, 2020 |
| 10.7 | Sponsor Support and Forfeiture Agreement, dated as of August 5, 2022, by and among the Sponsor, the Company and Legacy Nuburu. | 8-K | 001-39489 | 10.1 | August 8, 2022 | |
| 10.8 | Amendment to Sponsor Support and Forfeiture Agreement, dated November 22, 2022, by and among the Company, Legacy Nuburu, and the Sponsor. | 8-K | 001-39489 | 10.1 | November 22, 2022 | |
| 10.9 | Amended and Restated Sponsor Support and Forfeiture Agreement, dated January 31, 2023, by and among the Company, the Sponsor and Legacy Nuburu. | 8-K | 001-39489 | 10.3 | January 31, 2023 | |
| 10.10 | Stockholder Support Agreement, dated as of August 5, 2022, by and among the Company and certain stockholders of Legacy Nuburu. | 8-K | 001-39489 | 10.2 | August 8, 2022 | |
| 10.11 | Amended and Restated Registration Rights and Lock-Up Agreement, dated August 5, 2022, by and among the Company and the parties listed on the signature pages thereto. | 8-K | 001-39489 | 10.3 | August 8, 2022 | |
| 10.12 | Amendment to Amended and Restated Registration Rights Lock-Up Agreement, dated November 22, 2022, by and among the Company and the Holders (defined therein). | 8-K | 001-39489 | 10.2 | November 22, 2022 | |
| 10.13 | Second Amendment to Amended and Restated Registration Rights Lock-up Agreement, dated January 31, 2023, by and among the Company and the Holders (defined therein). | 8-K | 001-39489 | 10.2 | January 31, 2023 | |
| 10.14 | Third Amendment to Amended and Restated Registration Rights Lock-up Agreement, dated January 31, 2023, by and among the Company and the Holders(defined therein) (incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K filed with the SEC on February 6, 2023). | 8-K | 001-39489 | 10.14 | February 6, 2023 | |
| 10.15 | Fourth Amendment to Amended and Restated Registration Rights Lock-up Agreement, dated | 8-K | 001-39489 | 10.1 | March 10, 2023 | |
| March 10, 2023, by and among the Company and the Holders(defined therein) (incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2023). | |||||
|---|---|---|---|---|---|
| 10.16 | Preferred Stock Sale Option Agreement, dated August 5, 2022, by and among the Company and the parties listed on Schedule A thereto. | 8-K | 001-39489 | 10.4 | August 8, 2022 |
| 10.17 | Amendment to Preferred Stock Sale Option Agreement, dated November 22, 2022, by and among the Company and the Holders (as defined therein). | 8-K | 001-39489 | 10.3 | November 22, 2022 |
| 10.18 | Second Amendment to Preferred Stock Sale Option Agreement, dated November 28, 2022 by and among the Company and the Holders (as defined therein). | 8-K | 001-39489 | 10.1 | November 29, 2022 |
| 10.19 | Third Amendment to Preferred Stock Sale Option Agreement, dated November 28, 2022 by and among the Company and the Holders (as defined therein). | 8-K | 001-39489 | 10.2 | March 10, 2023 |
| 10.20 | Purchase Agreement, dated August 5, 2022, by and among the Company, Legacy Nuburu and Lincoln Park. | 8-K | 001-39489 | 10.5 | August 8, 2022 |
| 10.21 | Registration Rights Agreement, dated August 5, 2022, by and among the Company, Legacy Nuburu and Lincoln Park. | 8-K | 001-39489 | 10.6 | August 8, 2022 |
| 10.22# | Nuburu, Inc. 2022 Equity Incentive Plan. | 8-K | 001-39489 | 10.20 | February 6, 2023 |
| 10.23# | Nuburu, Inc. 2022 Employee Stock Purchase Plan and forms of agreement thereunder. | 8-K | 001-39489 | 10.21 | February 6, 2023 |
| 10.24# | Nuburu, Inc. Executive Incentive Compensation Plan. | 8-K | 001-39489 | 10.22 | February 6, 2023 |
| 10.25#† | Amended and Restated Employment Agreement, effective December 3, 2022, by and between Mark Zediker and Legacy Nuburu. | S-4/A | 333-267403 | 10.18 | November 29, 2022 |
| 10.26# | Employment Agreement, effective December 2, 2022, by and between Brian Knaley and Legacy Nuburu. | S-4/A | 333-267403 | 10.19 | November 29, 2022 |
| 10.27#† | Amended and Restated Employment Agreement, effective December 2, 2022, by and between Brian Faircloth and Legacy Nuburu. | S-4/A | 333-267403 | 10.20 | November 29, 2022 |
| 10.28# | Form of Director Letter Agreement. | S-4/A | 333-267403 | 10.22 | November 29, 2022 |
| 10.29# | Form of Nuburu, Inc. Indemnification Agreement. | 8-K | 001-39489 | 10.27 | February 6, 2023 |
| 10.30† | Amended and Restated Lease Agreement between CSM Equities, L.L.C. and Legacy Nuburu, dated September 26, 2019. | S-4/A | 333-267403 | 10.13 | November 7, 2022 |
| 10.31 | Share Transfer Agreement, dated January 25, 2023, by and between the Sponsor and the party set forth on the signature pages thereto. | 8-K | 001-39489 | 10.1 | January 31, 2023 | |
| 10.32 | Letter Agreement, dated November 28, 2022, by and among Tailwind Acquisition Corp. and the other parties set forth on the signature pages thereto. | 8-K | 001-39489 | 10.2 | November 28, 2022 | |
| 10.33 | Form of Convertible Promissory Note. | 8-K | 001-39489 | 4.1 | June 13, 2023 | |
| 10.34 | Form of Warrant to Purchase Shares of Common Stock. | 8-K | 001-39489 | 4.2 | June 13, 2023 | |
| 10.35 | Note and Warrant Purchase Agreement dated June 12, 2023. | 8-K | 001-39489 | 10.1 | June 13, 2023 | |
| 10.36 | Registration Rights and Lock-up Agreement. | 8-K | 001-39489 | 10.2 | June 13, 2023 | |
| 10.37 | Director Letter Agreement, dated August 31, 2023, by and between Nuburu, Inc. and John Bolton. | 10-Q | 001-39489 | 10.3 | November 9, 2023 | |
| 10.38 | Confidential Separation and Release Agreement, dated November 1, 2023, by and between Nuburu, Inc. and Dr. Mark Zediker. | 10-Q | 001-39489 | 10.4 | November 9, 2023 | |
| 10.39* | Note and Warrant Purchase Agreement, dated November 13, 2023, by and between Nuburu, Inc. and the lenders party thereto. | |||||
| 10.40* | Form of Promissory Note. | |||||
| 10.41* | Form of Warrant to Purchase Shares of Common Stock. | |||||
| 10.42* | Registration Rights Agreement, dated November 13, 2023, by and between Nuburu, Inc. | |||||
| 10.43* | Intercreditor and Subordination Agreement, dated November 13, 2023, by and between Nuburu, Inc. and the parties thereto. | |||||
| 10.44* | Note Exchange Agreement, by and between Nuburu, Inc. and the parties thereto. | |||||
| 10.45* | Form of Senior Secured Convertible Promissory Note. | |||||
| 10.46* | Form of Warrant to Purchase Shares of Common Stock | |||||
| 10.47* | Board of Directors Compensation Policy | |||||
| 21.1 | List of Subsidiaries of Nuburu, Inc. | 8-K | 001-39489 | 21.1 | February 6, 2023 | |
| 24.1* | Power of Attorney (included on the signature page to this Annual Report on Form 10-K) | |||||
| | | | ||||
| 31.1* | Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |||||
| 31.2* | Certification of the Principal Financial and Accounting Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |||||
| 32.1** | Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 | |
|---|---|---|
| 32.2** | Certification of the Principal Financial and Accounting Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 | |
| 97* | Nuburu, Inc. Clawback Policy | |
| 101.INS* | XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents | |
| 104* | | 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). |
- Filed herewith
** Furnished herewith
Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and this exhibit has been filed separately with the SEC.
† Certain of the exhibits and schedules to these exhibits have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.