Nuburu, Inc.
For the period ended Dec 31, 2024. Filed Apr 15, 2025.
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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.
FY2024 · Filed Apr 15, 2025
BURU$0.20-8.4%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
a)
The following documents are filed as part of this Annual Report on Form 10-K:
(1)
The financial statements required under this Item begin on page F-2 of this Annual Report on Form 10K.
(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 | |
| 3.1 | Amended and Restated Bylaws of the Company. | 8-K | 001-39489 | 3.2 | September 9, 2020 | |
| 3.2 | Amendment to the Amended and Restated By Laws of Nuburu, Inc. | 8-K | 001-39489 | 3.1 | November 12, 2024 | |
| 3.3 | Amended and Restated Certificate of Incorporation of the Company. | 8-K | 001-39489 | 3.1 | February 6, 2023 | |
| 3.4 | Amendment to the Amended and Restated Certificate of Incorporation of the Company | 8-K | 001-39489 | 3.1 | June 13, 2024 | |
| 3.5 | 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-K | 001-39489 | 4.5 | April 15, 2024 | |
| 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 | 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 | |
| 10.3 | Fourth Amendment to Amended and Restated Registration Rights Lock-up Agreement, dated 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). | 8-K | 001-39489 | 10.1 | March 10, 2023 |
| 10.4 | 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 |
| 10.5 | 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 |
| 10.6 | 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 |
| 10.7 | 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 |
| 10.8# | Nuburu, Inc. 2022 Equity Incentive Plan. | 8-K | 001-39489 | 10.20 | February 6, 2023 |
| 10.9# | Nuburu, Inc. 2022 Employee Stock Purchase Plan and forms of agreement thereunder. | 8-K | 001-39489 | 10.21 | February 6, 2023 |
| 10.10# | Nuburu, Inc. Executive Incentive Compensation Plan. | 8-K | 001-39489 | 10.22 | February 6, 2023 |
| 10.11#† | 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 |
| 10.12# | Employment Agreement, effective December 2, 2022, by and between Brian Knaley and Legacy Nuburu. | S-4/A | 333-267403 | 10.19 | November 29, 2022 |
| 10.13#† | 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 |
| 10.14# | Form of Director Letter Agreement. | S-4/A | 333-267403 | 10.22 | November 29, 2022 |
| 10.15# | Form of Nuburu, Inc. Indemnification Agreement. | 8-K | 001-39489 | 10.27 | February 6, 2023 |
| 10.16 | Form of Convertible Promissory Note. | 8-K | 001-39489 | 4.1 | June 13, 2023 |
| 10.17 | Form of Warrant to Purchase Shares of Common Stock. | 8-K | 001-39489 | 4.2 | June 13, 2023 |
| 10.18 | Note and Warrant Purchase Agreement dated June 12, 2023. | 8-K | 001-39489 | 10.1 | June 13, 2023 |
| 10.19 | Registration Rights and Lock-up Agreement. | 8-K | 001-39489 | 10.2 | June 13, 2023 |
| 10.20 | 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 |
| 10.21 | Note and Warrant Purchase Agreement, dated November 13, 2023, by and between Nuburu, Inc. and the lenders party thereto. | 10-K | 001-39489 | 10.39 | April 15, 2024 |
| 10.22 | Form of Promissory Note. | 10-K | 001-39489 | 10.40 | April 15, 2024 |
| 10.23 | Form of Warrant to Purchase Shares of Common Stock. | 10-K | 001-39489 | 10.41 | April 15, 2024 |
| 10.24 | Registration Rights Agreement, dated November 13, 2023, by and between Nuburu, Inc. | 10-K | 001-39489 | 10.42 | April 15, 2024 |
| 10.25 | Intercreditor and Subordination Agreement, dated November 13, 2023, by and between Nuburu, Inc. and the parties thereto. | 10-K | 001-39489 | 10.43 | April 15, 2024 |
| 10.26 | Form of Warrant to Purchase Shares of Common Stock | 10-K | 001-39489 | 10.46 | April 15, 2024 |
| 10.27 | Board of Directors Compensation Policy | 10-K | 001-39489 | 10.47 | April 15, 2024 |
| 10.28 | Amendment to Employment Agreement, effective November 1, 2023, by and between Nuburu, Inc. and Brian Knaley. | 10-K/A | 001-39489 | 10.48 | April 29, 2024 |
| 10.29 | Amendment to Employment Agreement, effective January 1, 2024, by and between Nuburu, Inc. and Brian Faircloth. | 10-K/A | 001-39489 | 10.49 | April 29, 2024 |
| 10.30 | Securities Purchase Agreement, dated August 6, 2024, by and between Nuburu, Inc. and Esousa Group Holdings LLC | 8-K | 001-39489 | 10.1 | August 12, 2024 |
| 10.31 | Exchange Agreement, dated August 6, 2024, by and between Nuburu, Inc. and Esousa Group Holdings LLC | 8-K | 001-39489 | 10.2 | August 12, 2024 |
| 10.32 | Securities Purchase Agreement, dated August 19, 2024, by and between Nuburu, Inc. and Esousa Group Holdings LLC | 8-K | 001-39489 | 10.1 | August 23, 2024 |
| 10.33 | Exchange Agreement, dated August 19, 2024, by and between Nuburu, Inc. and Esousa Group Holdings LLC | 8-K | 001-39489 | 10.2 | August 23, 2024 |
| 10.34 | Common Stock Purchase Agreement, dated October 1, 2024, by and between Nuburu, Inc. and Liqueous, LP | 8-K | 001-39489 | 10.1 | October 7, 2024 |
| 10.35 | Registration Rights Agreement, dated October 1, 2024, by and between Nuburu, Inc. and Liqueous, LP | 8-K | 001-39489 | 10.2 | October 7, 2024 |
| 10.36 | Master Transaction Summary agreement, dated October 1, 2024, between Nuburu, Inc. and Liqueous LP | 10-Q | 001-39489 | 10.5 | November 14, 2024 |
| 10.37 | Common Stock Purchase Agreement, dated October 1, 2024, between Nuburu, Inc. and Liqueous LP | 10-Q | 001-39489 | 10.6 | November 14, 2024 |
| 10.38 | Securities Purchase Agreement, dated October 1, 2024, between Nuburu, Inc. and Liqueous LP | 10-Q | 001-39489 | 10.7 | November 14, 2024 |
| 10.39 | Securities Purchase Agreement, dated October 1, 2024, between Nuburu, Inc. and Liqueous LP | 10-Q | 001-39489 | 10.8 | November 14, 2024 |
| 10.40 | Registration Rights Agreement, dated October 1, 2024, between Nuburu, Inc. and Liqueous LP | 10-Q | 001-39489 | 10.9 | November 14, 2024 | |
| 19.1* | Insider Trading 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 of the Original Form 10-K) | 10-K | 001-39489 | 24.1 | April 15, 2024 | |
| | | | ||||
| 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 | 10-K | 001-39489 | 97 | April 15, 2024 | |
| 101.INS* | Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL 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.