Nuburu, Inc.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
BURU$0.21+8.7%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0000950170-25-109054
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001193125-25-283285
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 4 previous paragraphs and 31 current paragraphs.
0 unchanged; 1 reworded; 30 added; 3 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (30)
Current report
There is no guarantee that our acquisitions of interests in Tekne, SYME or Orbit will close.
Current report
The Company has executed the Tekne Letter, pursuant to which it intends to acquire a controlling interest in Tekne. The Company is currently negotiating definitive agreements relating to the Tekne acquisition and the Tekne acquisition requires, among other things, approvals by the Italian government and approval of the Company’s stockholders prior to closing. There can be no assurance that the Tekne transaction will close in the expected timeframe or at all.
Current report
The Company has entered into a convertible facility with SYME to loan SYME up to $5.15 million in exchange for receiving a controlling interest in SYME. The acquisition of the ownership interest remains subject to receipt of approval from SYME stockholders and certain foreign regulatory approvals and there can be no assurance that the investment will close in the expected timeframe or at all.
Current report
On October 31, 2025, the Company entered into the Orbit Agreement to purchase all of the ownership interests in Orbit owned by Vanguard in a transaction scheduled to close by December 31, 2026. The Company is required to obtain stockholder approval to issue preferred stock to Vanguard, as well as approval of certain preferred stock terms by the NYSE American. As a result, there is no guarantee that the acquisition of Orbit will close in the time frame expected or at all.
Current report
In connection with our planned acquisitions, we have made monetary contributions to targeted investment entities and may be unable to recoup those payments.
Current report
In connection with our planned acquisitions of ownership interests in certain strategic targets, as of the date of this quarterly report, we have made cash contributions of approximately $8.9 million. To the extent that such acquisitions do not close as anticipated, such entities are required to repay all or part of the funds that we have contributed to them. If such acquisition targets are unable or unwilling to repay such advanced funds, this would have a material adverse effect on our business, financial condition, results of operations and cash flows.
Current report
Our Transformation Plan includes periodic acquisitions and divestitures of businesses and technologies. Strategic transactions of this nature involve numerous risks, including the following:
Current report
Competition for suitable acquisition or investment targets;
Current report
Inability to consummate deals on favorable or acceptable terms, or due to failure to obtain stockholder, government, regulatory or other necessary approvals or satisfy other closing conditions;
Current report
Potential difficulties in completing projects associated with in-process research & development;
Current report
Difficulties in entering markets in which we have no or limited prior experience and where competitors have stronger market positions;
Current report
Inability to successfully integrate the acquired technology, data assets and operations into our business and maintain uniform standards, controls, policies, and procedures;
Current report
Inability to realize synergies or anticipated benefits within the expected time frame or at all;
Current report
Unidentified issues not discovered in our due diligence process, including product or service quality issues, security policies, standards, and practices, intellectual property issues and legal contingencies;
Current report
Inability of an acquisition to further our business strategy as expected or overpay for, or otherwise not realize the expected return on, our investments;
Current report
Expected earn-outs may not be achieved in the time frame or at the level expected or at all;
Current report
Lack of ability to recognize or capitalize on expected growth, synergies or cost savings;
Current report
Insufficient net revenue to offset increased expenses associated with acquisitions;
Current report
Inadequate internal control procedures and disclosure controls to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or poor integration of a target company’s or business’ procedures and controls;
Current report
To the extent we use debt to fund acquisitions or for other purposes, our interest expense and leverage will increase significantly, and to the extent we issue equity securities as consideration in an acquisition, current shareholders’ percentage ownership and earnings per share will be diluted.
Current report
Becoming subject to litigation related to the acquired businesses or assets.
Current report
An investment in our Common Stock carries a high degree of risk and stockholders may not be adequately compensated for the business and financial risks associated with an investment in our Common Stock.
Current report
A purchase of our Common Stock is subject to a high degree of risk. A purchase of our Common Stock is speculative and requires a long-term commitment, with no certainty of return. Returns generated from the Company’s investments may be insufficient to compensate stockholders adequately for the business and financial risks that must be assumed. There is no guarantee that the Company’s performance will meet any stockholder’s targeted or projected return. The value of the Company’s investments in new businesses may fall, as well as rise, and stockholders may not get back the amount they have invested.
Current report
We may make acquisitions or form joint ventures that are unsuccessful.
Current report
Our ability to implement our Transformation Plan is partially dependent on our ability to successfully acquire interests in other companies, which creates substantial risk. In order to pursue a growth by acquisition strategy successfully, we must identify suitable candidates for these transactions; however, because of our limited funds, we may not be able to purchase those companies that we have identified as potential successful acquisition candidates. Additionally, we may have difficulty managing post-closing issues such as the integration into our corporate structure. Integration issues are complex, time consuming and expensive and, without proper planning and implementation, could significantly disrupt our business, including, but not limited to, the diversion of management’s attention, the loss of key business and/or personnel from the acquired company, unanticipated events, and legal liabilities. As a result, the consummation of acquisitions or joint ventures may not be successful and, if an acquired business or investment does not perform as expected, it may have an adverse financial impact on the Company.
Current report
Related party investments include interests of members of our management that may differ from interests of other investors.
Current report
Our Executive Director and Co-Chief Executive Officers have identified and negotiated investments, option rights, and other control relationships with respect to certain companies and businesses, in certain cases with the goal of allowing the Company to ultimately acquire controlling interests in such entities at the right time and on appropriate terms. The initial investment, option, or control relationship creates a conflict of interest when the Company then invests in such entity or business, as such executives may receive benefits (directly or indirectly) not shared by all stockholders. Notwithstanding these conflicts of interest, the Company believes that having access to strategic transactions sourced by our executives is critical to the Company’s future success and anticipates similar transactions in the future. The Company has such related party transactions reviewed and approved by independent directors and the Audit Committee; however, such processes and procedures do not ensure that such investments will be successful or beneficial to stockholders.
Removed paragraphs (3)
Previous report
Descriptions of the financing transactions described above under "Recent Developments and Financing Transactions" in Part I, Item 2 in this Quarterly Report on Form 10-Q and Note 8 to the condensed consolidated financial statements, as well as share-based compensation arrangements described in Note 12 to the condensed consolidated financial statements are incorporated herein by reference. Such transactions were conducted as private placements to accredited investors exempt from registration under Section 4(a)(2) of the Securities Act.
Reworded paragraphs (1)
Previous wording
There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, as amended (the “Amended Form 10-K”). If any of the risks discussed in our Amended Form 10-K, are realized, our business, financial condition, results of operations and prospects could be materially and adversely affected.
Current wording
The following risk factors supplement the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, as amended (the “Amended Form 10-K”). If any of the risks discussed in this Item 1A or in our Amended Form 10-K, are realized, our business, financial condition, results of operations and prospects could be materially and adversely affected. Defined terms used herein and not otherwise defined are as defined in Part I, Item 1 of this Quarterly Report.