Nuburu, Inc.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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.
Jun 30, 2026 · Filed Aug 14, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Condensed Consolidated Statements of Operations and Comprehensive Loss
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Revenue (including $43,310 and nil for the three months ended June 30, 2026 and 2025, respectively, and $73,322 and nil for the six months ended June 30, 2026 and 2025, respectively, with related parties) | $524,927 | $— | $932,571 | $— |
| Cost of revenue | 903,496 | (4,538) | 1,556,256 | 231,179 |
| Gross loss | (378,569) | 4,538 | (623,685) | (231,179) |
| Operating expenses: | ||||
| Research and development | 227,480 | — | 294,980 | 184,563 |
| Selling and marketing | 1,582,358 | 526,996 | 3,559,883 | 1,070,333 |
| General and administrative | 3,632,893 | 4,095,229 | 9,247,579 | 6,174,034 |
| Total operating expenses | 5,442,731 | 4,622,225 | 13,102,442 | 7,428,930 |
| Loss from operations | (5,821,300) | (4,617,687) | (13,726,127) | (7,660,109) |
| Non-operating income (loss): | ||||
| Interest income | 5,979 | 19,194 | 43,579 | 26,579 |
| Interest expense (including nil and nil for the three months ended June 30, 2026 and 2025, respectively, and $67,737 and nil for the six months ended June 30, 2026 and 2025, respectively, with related parties) | (3,093) | (160,952) | (74,305) | (354,432) |
| Change in fair value of warrant liabilities | 829,415 | (16,986) | 12,225,675 | 110,314 |
| Loss on issuance of warrants and related costs | (18,498) | — | (8,224,691) | — |
| Change in fair value of debt | 393,246 | (1,422,895) | 8,672,492 | (1,166,373) |
| Loss on issuance of debt | — | (766,296) | (11,661,274) | (1,474,096) |
| Gain on initial recognition of Tekne Investment | — | — | 84,000 | — |
| Change in fair value of investments | (3,087,260) | — | (3,123,545) | — |
| Gain on issuance of SYME Bonds (related party) | — | — | 49,514 | — |
| Change in fair value of SYME Bonds (related party) | 95,206 | — | 62,168 | — |
| 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) | — | (68,159) | — |
| 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) | — | — | 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) | 288,535 | (11,400) | 1,362,338 | (11,400) |
| Remeasurement of subscription for Orbit shares (related party) | — | — | 1,189,837 | — |
| Remeasurement of Orbit equity method investment (related party) | — | — | (59,408) | — |
| Change in fair value of SEPA liability | 1,244,414 | (260,507) | 1,473,349 | (260,507) |
| Loss on issuance of SEPA | — | (2,582,724) | — | (2,582,724) |
| SEPA fees and issuance costs | (45,515) | (1,075,000) | (45,515) | (1,075,000) |
| 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) | — | (1,375,819) | — | (6,873,335) |
| Gain on sale of intellectual property intangible assets | — | — | — | 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) |
| Other income (loss), net | 11,532 | 46,097 | (25,508) | (52,216) |
| Loss before provision for income taxes | (6,475,862) | (12,224,975) | (6,935,760) | (28,836,400) |
| Income tax provision | — | — | — | — |
| Net loss | $(6,475,862) | $(12,224,975) | $(6,935,760) | $(28,836,400) |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (CONTINUED)
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Net loss | $(6,475,862) | $(12,224,975) | $(6,935,760) | $(28,836,400) |
| Other comprehensive income (loss): | ||||
| Foreign currency translation adjustments | 40,917 | — | 67,340 | — |
| Defined benefit pension plan adjustments | (6,076) | — | (5,172) | — |
| Comprehensive loss | $(6,441,021) | $(12,224,975) | $(6,873,592) | $(28,836,400) |
| Net loss | $(6,475,862) | $(12,224,975) | $(6,935,760) | $(28,836,400) |
| Deemed dividend in connection with extinguishment of preferred stock through issuance of warrants | (1,573,312) | — | (2,047,370) | — |
| Reclassification of convertible preferred stock from mezzanine equity to liability | — | — | — | 10,398,050 |
| Deemed dividend in connection with modification of pre-funded warrants | — | — | — | (3,076,380) |
| Net loss available to common stockholders | $(8,049,174) | $(12,224,975) | $(8,983,130) | $(21,514,730) |
| Net loss per common share, basic and diluted (1) | $(0.04) | $(0.92) | $(0.06) | $(2.16) |
| Weighted-average common shares used to compute net loss per common share, basic and diluted (1) | 199,852,017 | 13,283,472 | 159,264,585 | 9,974,164 |
(1)
Amounts for 2025 have been adjusted to reflect the 1-for-4.99 February 2026 Reverse Stock Split, as defined and further described in Note 2.
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK, TEKNE SUBORDINATED CONVERTIBLE NOTE AND STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
| ConvertiblePreferred Stock · Common Stock | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Tekne Subordinated Convertible Note | Shares (1) | Amount (1) | AdditionalPaid-inCapital (1) | AccumulatedDeficit | Accumulated Other Comprehensive Income | TotalStockholders'Equity (Deficit) | |
| Balance as of December 31, 2024 | 2,388,905 | $23,889,050 | $— | 4,062,974 | $406 | $93,969,693 | $(131,806,605) | $— | $(37,836,506) |
| Reclassification of convertible preferred stock from mezzanine equity to current liabilities | (2,388,905) | (23,889,050) | — | — | — | — | 10,398,050 | — | 10,398,050 |
| Contributions from related party | — | — | — | — | — | 110,000 | — | — | 110,000 |
| Deemed dividend in connection with modification of pre-funded warrants | — | — | — | — | — | (936) | — | — | (936) |
| Issuance of Common Stock to extinguish debt | — | — | — | 3,116,457 | 312 | 4,389,939 | — | — | 4,390,251 |
| Shares issued in connection with exercise of warrants | — | — | — | 2,606,875 | 261 | 673 | — | — | 934 |
| Stock-based compensation | — | — | — | — | — | 571,708 | — | — | 571,708 |
| Net loss | — | — | — | — | — | — | (16,611,425) | — | (16,611,425) |
| Balance as of March 31, 2025 | — | — | — | 9,786,306 | 979 | 99,041,077 | (138,019,980) | — | (38,977,924) |
| Issuance of Common Stock to extinguish debt | — | — | — | 3,265,519 | 327 | 5,025,608 | — | — | 5,025,935 |
| Issuance of Common Stock in connection with the SEPA commitment fee | — | — | — | 267,059 | 27 | 545,282 | — | — | 545,309 |
| Common Stock issued for services | — | — | — | 767,573 | 77 | 599,923 | — | — | 600,000 |
| Issuance of Common Stock from releases of restricted stock units | — | — | — | 375 | — | — | — | — | — |
| Restricted stock units withheld for tax withholdings | — | — | — | (110) | — | (173) | — | — | (173) |
| Stock-based compensation | — | — | — | — | — | 282,106 | — | — | 282,106 |
| Net loss | — | — | — | — | — | — | (12,224,975) | — | (12,224,975) |
| Balance as of June 30, 2025 | — | $— | $— | 14,086,722 | $1,410 | $105,493,823 | $(150,244,955) | $— | $(44,749,722) |
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK, TEKNE SUBORDINATED CONVERTIBLE NOTE AND STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED) (UNAUDITED)
| ConvertiblePreferred Stock · Common Stock | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares · Amount · Tekne Subordinated Convertible Note · Shares (1) · Amount (1) · AdditionalPaid-inCapital (1) · AccumulatedDeficit · Accumulated Other Comprehensive Income · TotalStockholders'Equity (Deficit) | |||||||||||||||
| Balance as of December 31, 2025 | — | $— | $— | 92,816,561 | $9,282 | $185,288,376 | $(200,479,831) | $— | $(15,182,173) | ||||||
| Shares issued in connection with exercise of warrants | — | — | — | 35,238,467 | 3,523 | 3,063,260 | — | — | 3,066,783 | ||||||
| Issuance of Common Stock in connection with the SEPA | — | — | — | 11,019,981 | 1,102 | 2,149,734 | — | — | 2,150,836 | ||||||
| Unsold Common Stock issued under the SEPA | — | — | — | 3,300,000 | 330 | (330) | — | — | — | ||||||
| Issuance of Common Stock to extinguish debt | — | — | — | 446,614 | 45 | 403,268 | — | — | 403,313 | ||||||
| Issuance of Common Stock in connection with the February 2026 Offering, net of offering costs including fair value of the February 2026 Offering Placement Agent Warrants | — | — | — | 11,699,226 | 1,170 | 183,848 | — | — | 185,018 | ||||||
| Extinguishment of preferred stock through issuance of warrants | — | — | 8,923,438 | — | — | 8,923,438 | |||||||||
| Deemed dividend in connection with extinguishment of preferred stock through issuance of warrants | — | — | — | — | — | (474,058) | — | — | (474,058) | ||||||
| Issuance of Tekne Subordinated Convertible Note | — | — | 928,000 | — | — | — | — | — | — | ||||||
| Premium on issuance of Lyocon Convertible Notes | — | — | 172,000 | — | — | 172,000 | |||||||||
| Gain on extinguishment of Orbit Preferred Obligation in excess of derivative liability fair value, recognized as a capital contribution (related party) | — | — | — | — | — | 784,807 | — | — | 784,807 | ||||||
| Reclassification of derivative liability in connection with amendment to Orbit Preferred Obligation | — | — | — | — | — | 2,505,010 | — | — | 2,505,010 | ||||||
| Stock-based compensation | — | — | — | — | — | 11,186 | — | — | 11,186 | ||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | — | 26,423 | 26,423 | ||||||
| Defined benefit pension plan adjustments | — | — | — | — | — | — | — | 904 | 904 | ||||||
| Common Stock issued for services | — | — | — | 67,577 | 7 | 58,976 | — | — | 58,983 | ||||||
| Net loss | — | — | — | — | — | — | (459,898) | — | (459,898) | ||||||
| Balance as of March 31, 2026 | — | $— | $928,000 | 154,588,426 | $15,459 | $203,069,515 | $(200,939,729) | $27,327 | $2,172,572 | ||||||
| Issuance of Common Stock to extinguish debt | — | — | — | 1,216,130 | 121 | 215,427 | — | — | 215,548 | ||||||
| Shares issued in connection with exercise of warrants | — | — | — | 32,907,628 | 3,291 | 939,899 | — | — | 943,190 | ||||||
| Issuance of Common Stock in connection with the SEPA | — | — | — | 45,175,456 | 4,518 | 9,086,267 | — | — | 9,090,785 | ||||||
| Unsold Common Stock issued under the SEPA | — | — | — | 6,666,667 | 667 | (667) | — | — | — | ||||||
| Extinguishment of preferred stock through issuance of warrants | — | — | — | — | — | 4,951,802 | — | — | 4,951,802 | ||||||
| Deemed dividend in connection with the extinguishment of preferred stock | — | — | — | — | — | (1,573,312) | — | — | (1,573,312) | ||||||
| Cancellation of shares of Common Stock | — | — | — | (5,347) | (1) | 1 | — | — | — | ||||||
| Stock-based compensation | — | — | — | — | — | 9,755 | — | — | 9,755 | ||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | — | 40,917 | 40,917 | ||||||
| Defined benefit pension plan adjustments | — | — | — | — | — | — | — | (6,076) | (6,076) | ||||||
| Net loss | — | — | — | — | — | — | (6,475,862) | — | (6,475,862) | ||||||
| Balance as of June 30, 2026 | — | $— | $928,000 | 240,548,960 | $24,055 | $216,698,687 | $(207,415,591) | $62,168 | $9,369,319 | ||||||
(1)
Amounts for 2025 have been adjusted to reflect the 1-for-4.99 February 2026 Reverse Stock Split, as defined and further described in Note 2.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.