Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 05, 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Entity File Number | 001-39489 | |
Entity Registrant Name | NUBURU, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1288435 | |
Entity Address, Address Line One | 7442 S Tucson Way | |
Entity Address, Address Line Two | Suite 130 | |
Entity Address, City or Town | Centennial | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80112 | |
City Area Code | 720 | |
Local Phone Number | 767-1400 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 34,896,251 | |
Entity Central Index Key | 0001814215 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 | |
Trading Symbol | BURU WS | |
Security Exchange Name | NYSEAMER | |
Common Stock, par value $0.0001 per share [Member] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | BURU | |
Security Exchange Name | NYSEAMER |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 1,523,046 | $ 2,880,254 |
Accounts receivable, net | 522,764 | 327,200 |
Inventories, net of allowance of $179,828 and $292,990, respectively | 1,248,794 | 972,695 |
Deferred financing costs | 0 | 4,258,515 |
Prepaid expenses and other current assets | 978,136 | 46,737 |
Total current assets | 4,272,740 | 8,485,401 |
Property and equipment, net | 4,012,568 | 3,771,849 |
Construction in progress | 130,412 | 188,912 |
Right-of-use assets | 565,662 | 641,651 |
Other assets | 34,359 | 34,359 |
TOTAL ASSETS | 9,015,741 | 13,122,172 |
Current liabilities | ||
Accounts payable | 4,256,822 | 4,456,587 |
Accrued expenses | 2,281,559 | 2,312,118 |
Operating lease liability | 350,606 | 343,049 |
Contract liabilities | 173,750 | 178,750 |
Convertible notes payable | 0 | 7,300,000 |
Total current liabilities | 7,062,737 | 14,590,504 |
Operating lease liability, net of current portion | 282,345 | 373,907 |
Warrant liabilities | 835,539 | 0 |
TOTAL LIABILITIES | 8,180,621 | 14,964,411 |
Commitments and Contingencies (Note 6) | ||
Stockholders' Equity (Deficit) | ||
Convertible preferred stock, $0.0001 par value; 50,000,000 shares authorized; 3,038,905 and 23,237,703 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 304 | 4,040 |
Common stock, $0.0001 par value; 250,000,000 shares authorized; 33,585,544 and 5,556,857 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 3,359 | 1,077 |
Additional paid-in capital | 66,791,282 | 59,344,952 |
Accumulated deficit | (65,959,825) | (61,192,308) |
Total Stockholders' Equity (Deficit) | 835,120 | (1,842,239) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 9,015,741 | $ 13,122,172 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Allowances for inventory | $ 411,148 | $ 292,990 |
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Convertible preferred stock, shares issued | 3,038,905 | 23,237,703 |
Convertible preferred stock, shares outstanding | 3,038,905 | 23,237,703 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 33,585,544 | 5,556,857 |
Common stock, shares outstanding | 33,585,544 | 5,556,857 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Sales, net | $ 469,989 | $ 90,000 |
Cost of sales | 1,212,437 | 555,052 |
Gross margin | (742,448) | (465,052) |
Operating expenses: | ||
Research and development | 1,332,305 | 631,501 |
Selling and marketing | 176,256 | 348,780 |
General and administrative | 3,050,259 | 843,043 |
Total operating expenses | 4,558,820 | 1,823,324 |
Loss from operations | (5,301,268) | (2,288,376) |
Interest income | 32,427 | 582 |
Other income, net | 501,324 | 0 |
Loss before provision for income taxes | (4,767,517) | (2,287,794) |
Provision for income taxes | 0 | 0 |
Net loss and comprehensive loss | $ (4,767,517) | $ (2,287,794) |
Net loss per share, basic | $ (0.19) | $ (0.44) |
Net loss per share, diluted | $ (0.19) | $ (0.44) |
Weighted-average common shares used to compute net loss per share attributable to common stockholders, basic | 25,515,164 | 5,209,325 |
Weighted-average common shares used to compute net loss per share attributable to common stockholders, diluted | 25,515,164 | 5,209,325 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | |
Beginning Balance (in shares) at Dec. 31, 2021 | [1] | 23,196,296 | 5,153,286 | |||
Beginning Balance at Dec. 31, 2021 | $ 9,588,075 | $ 4,036 | $ 999 | $ 56,646,247 | $ (47,063,207) | |
Issuance of Legacy Nuburu Series C preferred stock, shares | [1] | 41,407 | ||||
Issuance of Legacy Nuburu Series C preferred stock | 188,890 | $ 4 | 188,886 | |||
Issuance of Legacy Nuburu common stock from option exercises, shares | [1] | 370,395 | ||||
Issuance of Legacy Nuburu common stock from option exercises | 107,860 | $ 72 | 107,788 | |||
Stock-based compensation | 69,455 | 69,455 | ||||
Net loss | (2,287,794) | (2,287,794) | ||||
Ending Balance (in shares) at Mar. 31, 2022 | [1] | 23,237,703 | 5,523,681 | |||
Ending Balance at Mar. 31, 2022 | 7,666,486 | $ 4,040 | $ 1,071 | 57,012,376 | (49,351,001) | |
Beginning Balance (in shares) at Dec. 31, 2022 | [1] | 23,237,703 | 5,556,857 | |||
Beginning Balance at Dec. 31, 2022 | (1,842,239) | $ 4,040 | $ 1,077 | 59,344,952 | (61,192,308) | |
Issuance of Common Stock and Series A preferred stock upon conversion of convertible notes in connection with the reverse recapitalization, (in shares) | [1] | 1,361,787 | 1,361,787 | |||
Issuance of Common Stock and Series A preferred stock upon conversion of convertible notes in connection with the reverse recapitalization | 11,575,286 | $ 136 | $ 136 | 11,575,014 | ||
Conversion of Legacy Nuburu convertible preferred stock into Common Stock in connection with the reverse recapitalization (in shares) | [1] | (23,237,703) | 23,237,703 | |||
Conversion of Legacy Nuburu convertible preferred stock into Common Stock in connection with the reverse recapitalization | $ (4,040) | $ 2,323 | 1,717 | |||
Issuance of Common Stock and Series A preferred stock upon the reverse recapitalization, net of issuance costs (in shares) | [1] | 1,481,666 | 3,233,745 | |||
Issuance of Common Stock and Series A preferred stock upon the reverse recapitalization, net of issuance costs | (3,257,525) | $ 148 | $ (197) | (3,257,476) | ||
Issuance of Common Stock and Series A preferred stock to satisfy certain reverse recapitalization costs (in shares) | [1] | 195,452 | 195,452 | |||
Issuance of Common Stock and Series A preferred stock to satisfy certain reverse recapitalization costs | $ 20 | $ 20 | (40) | |||
Recognition of Public Warrants upon the reverse recapitalization | (1,336,863) | (1,336,863) | ||||
Stock-based compensation | 463,978 | 463,978 | ||||
Net loss | (4,767,517) | (4,767,517) | ||||
Ending Balance (in shares) at Mar. 31, 2023 | [1] | 3,038,905 | 33,585,544 | |||
Ending Balance at Mar. 31, 2023 | $ 835,120 | $ 304 | $ 3,359 | $ 66,791,282 | $ (65,959,825) | |
[1] (1) The number of shares of convertible preferred stock and common stock issued and outstanding prior to the Business Combination have been retroactively adjusted by the Exchange Ratio to give effect to the reverse recapitalization treatment of the Business Combination. See Note 1 - Description of Business and Note 3 - Reverse Capitalization for more information. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (4,767,517) | $ (2,287,794) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 126,115 | 135,153 |
Stock-based compensation | 463,978 | 69,455 |
Change in fair value of warrant liabilities | (501,324) | |
Excess and obsolete inventory reserve adjustments | 51,034 | |
Inventory lower of cost and net realizable value adjustment | 118,158 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (195,564) | 135,500 |
Inventories | (357,790) | (163,683) |
Prepaid expenses and other current assets | (891,399) | 32,567 |
Operating lease right-of-use asset | 75,989 | 71,624 |
Accounts payable | 1,803,093 | 308,118 |
Accrued expenses | 164,693 | (178,272) |
Contract liabilities | (5,000) | |
Operating lease liability | (84,005) | (76,919) |
Net cash used in operating activities | (4,050,573) | (1,903,217) |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (344,801) | (102,381) |
Net cash used in investing activities | (344,801) | (102,381) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Legacy Nuburu convertible promissory notes | 4,100,000 | 100,000 |
Proceeds from the exercise of stock options | 107,860 | |
Proceeds from the issuance of Legacy Nuburu preferred stock | 188,890 | |
Proceeds from reverse recapitalization | 3,243,079 | |
Proceeds from the issuance of preferred stock | 5,000 | |
Payment of transaction costs related to the reverse recapitalization | (3,634,913) | |
Repayment of related party convertible promissory notes | (675,000) | |
Net cash provided by financing activities | 3,038,166 | 396,750 |
NET CHANGE IN CASH DURING THE PERIOD | (1,357,208) | (1,608,848) |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 2,880,254 | 6,007,575 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 1,523,046 | 4,398,727 |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | 934,583 | |
Deferred financing costs included in accounts payable and accrued expenses | 384,522 | $ 564,810 |
Transaction costs related to the reverse recapitalization not yet paid | 2,107,439 | |
Issuance of common stock upon conversion of preferred stock in connection with the reverse recapitalization | $ 11,575,286 |
BACKGROUND AND ORGANIZATION
BACKGROUND AND ORGANIZATION | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BACKGROUND AND ORGANIZATION | NOTE 1. BACKGROUND AND ORGANIZATION Nuburu, Inc. (“Nuburu” or the “Company”) and its wholly-owned subsidiary Nuburu Subsidiary, Inc., is a leading innovator in high-power, high-brightness blue laser technology that is focused on bringing breakthrough improvements to a broad range of high value applications including welding and 3D printing. Nuburu was originally incorporated in Delaware on July 21, 2020 under the name Tailwind Acquisition Corp. (“Tailwind”) as a special purpose acquisition company, formed for the purpose of effecting an initial business combination with one or more target businesses. On September 9, 2020 (the “IPO Closing Date”), we consummated our initial public offering (the “IPO”). On January 31, 2023, we consummated a business combination with Nuburu Subsidiary, Inc. f/k/a Nuburu, Inc. (“Legacy Nuburu”), a privately held operating company which merged into our subsidiary Compass Merger Sub, Inc. (the “Business Combination”) and changed our name to “Nuburu, Inc.,” and we became the owner, directly or indirectly, of all of the equity interests of Nuburu Subsidiary, Inc. and its subsidiaries. In light of the fact that the Business Combination has closed and our ongoing business will be the business formerly operated by Legacy Nuburu, this business section primarily includes information regarding Legacy Nuburu’s business. Throughout the notes to the condensed consolidated financial statements, unless otherwise noted, the “Company,” “we,” “us” or “our” and similar terms refer to Legacy Nuburu prior to the consummation of the Business Combination, and Nuburu and its subsidiaries after the consummation of the Business Combination. Going Concern and Liquidity The Company devotes its efforts to business planning, research and development and raising capital. From inception through March 31, 2023, the Company has incurred operating losses and negative cash flows from operating activities. For the three months ended March 31, 2023 and 2022, the Company has incurred operating losses, including net losses of $ 4,767,517 and $ 2,287,794 , respectively. The Company has an accumulated deficit of $ 65,959,825 as of March 31, 2023, which factors raise substantial doubt about the Company's ability to continue as a going concern. The Company expects to continue to expand our operations, including by investing in manufacturing, sales and marketing, research and development and infrastructure to support our growth. The Company anticipates that we will incur net losses for the foreseeable future and, even if we increase our revenues, there is no guarantee that we will ever become profitable. Until we can generate sufficient revenue to cover our operating expenses, working capital, and capital expenditures, we will rely on funds raised from the closing of the Business Combination, from the $ 11,400,000 of Company Notes issued prior to the Closing, from the Lincoln Park Purchase Agreement pursuant to which Lincoln Park has agreed to purchase from the Company, at the sole discretion of the Company, up to $ 100,000,000 of Common Stock from time to time over a 48-month period, and from causing the Anzu SPVs to use up to 2/3 of the gross proceeds of Permitted Transfers to purchase Preferred Stock from the Company at a price equal to $ 10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) pursuant to the Sale Option Agreement. In accordance with the Lincoln Park Purchase Agreement, Lincoln Park has purchased, at the option of the Company, approximately $ 2,100,000 of Common Stock subsequent to March 31, 2023. The Company plans to finance its operations with proceeds from the sale of equity securities or debt; however, there is no assurance that management's plans to obtain additional debt or equity financing will be successfully implemented or implemented on terms favorable to the Company. Certain Significant Risks and Uncertainties The Company’s current business activities consist of business planning, research and development efforts to design and develop high-power, high-brightness blue laser technology. The Company is subject to the risks associated with such activities, including the need to further develop its technology, its marketing, and distribution channels; further develop its supply chain and manufacturing; and hire additional management and other key personnel. Successful completion of the Company’s development program and, ultimately, the attainment of profitable operations are dependent upon future events, including its ability to access potential markets, and secure long-term financing. As of the date of issuance of the financial statements, the Company’s operations have not been significantly impacted by the COVID-19 pandemic, however, the Company continues to monitor the situation. While the Company’s results of operations, cash flows and financial condition could be negatively impacted, the extent of the impact cannot be reasonably estimated at this time. The impact of the Russian invasion of Ukraine and the related sanctions imposed by the United States and other countries on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, competition from substitute products and larger companies, protection of proprietary technology, ability to maintain distributor relationships and dependence on key individuals. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or any future period. These unaudited condensed consolidated financial statements and their notes should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 31, 2023 and the audited financial statements of Legacy Nuburu for the years ended December 31, 2022 and 2021 included in the Amendment No. 1 to the Form 8-K filed with the SEC on March 31, 2023. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Significant Accounting Policies The significant accounting policies used in preparation of these condensed consolidated financial statements are disclosed in the notes to consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 31, 2023 and the audited financial statements of Legacy Nuburu for the years ended December 31, 2022 and 2021 included in the Amendment No. 1 to the Form 8-K filed with the SEC on March 31, 2023. The significant accounting policies have not changed significantly since those filings. |
REVERSE RECAPITALIZATION
REVERSE RECAPITALIZATION | 3 Months Ended |
Mar. 31, 2023 | |
Reverse Recapitalization [Abstract] | |
REVERSE RECAPITALIZATION | NOTE 3. REVERSE RECAPITALIZATION On January 31, 2023, upon the consummation of the Business Combination, all holders of 10,782,091 issued and outstanding shares of Legacy Nuburu common stock and 40,392,723 issued and outstanding shares of Legacy Nuburu preferred stock received shares of Nuburu common stock at a deemed value of $ 10.00 per share after giving effect to the exchange ratios set forth below (the “Exchange Ratios”): Legacy Nuburu Class / Series Exchange Ratio Legacy Nuburu Common Stock 0.515 Legacy Nuburu Series A Preferred Stock 0.566 Legacy Nuburu Series A-1 Preferred Stock 0.599 Legacy Nuburu Series B Preferred Stock 0.831 Legacy Nuburu Series B-1 Preferred Stock 0.515 Legacy Nuburu Series C Preferred Stock 1.146 This resulted in 31,323,904 shares of Nuburu Common Stock issued and outstanding as of the Closing and all holders of 7,132,467 issued and outstanding Legacy Nuburu equity awards received Nuburu equity awards covering 3,675,976 shares of Nuburu Common Stock at a deemed value of $ 10.00 per share after giving effect to the Exchange Ratios, based on the following events contemplated by the Business Combination Agreement: Table of Contents • the cancellation and conversion of all 40,392,723 issued and outstanding shares of Legacy Nuburu preferred stock into 23,237,703 shares of Nuburu Common Stock at the conversion rate as calculated pursuant to Legacy Nuburu's Certificate of Incorporation, multiplied by the Exchange Ratios at the date and time the Business Combination became effective (“Effective Time”); • the cancellation and conversion of all 10,782,091 issued and outstanding shares of Legacy Nuburu common stock into 5,556,857 shares of Nuburu Common Stock as adjusted by the Exchange Ratios; • the net exercise of all 4,000,000 outstanding warrants to purchase shares of Legacy Nuburu common stock immediately prior to the Effective Time in accordance with its terms and subsequent conversion into 1,167,557 shares of Nuburu Common Stock at the Effective Time; • the cancellation and conversion of all Legacy Nuburu Company Notes into shares of Legacy Nuburu common stock in accordance with its terms as of immediately prior to the Effective Time, which 2,642,239 shares were then outstanding as Legacy Nuburu common stock as of immediately prior to the Effective Time and subsequently converted into 1,361,787 shares of Nuburu Common Stock and 1,361,787 shares of Nuburu Series A preferred stock at the Effective Time; and • the cancellation and exchange of all 6,079,467 granted and outstanding vested and unvested Legacy Nuburu options, which became 3,133,270 Nuburu options exercisable for shares of Nuburu Common Stock with the same terms and vesting conditions except for a number of shares exercisable and the exercise price, each of which was adjusted by the Exchange Ratio; and • the cancellation and exchange of all 1,053,000 granted and outstanding vested and unvested Legacy Nuburu RSUs, which became 542,706 Nuburu RSUs for shares of Nuburu Common Stock with the same terms and vesting conditions except for the number of shares, which was adjusted the Legacy Nuburu Common Stock Exchange Ratio. The other related events that occurred in connection with the Closing are summarized below: • Tailwind and the Tailwind Sponsor entered into a letter agreement (the “Sponsor Support and Forfeiture Agreement”), dated as of August 5, 2022 (as amended by the Amended and Restated Sponsor Support and Forfeiture Agreement, dated January 31, 2023). In connection with the Business Combination, the 8,355,393 Tailwind Sponsor Class B shares were forfeited other than 1,150,000 shares of Common Stock (of which, 150,000 shares were transferred to Nautilus Maser Fund, L.P. and 50,000 shares were transferred to Cohen & Company Capital Markets at Closing) and 650,000 shares of Series A preferred stock. Additionally, upon the Closing, the Sponsor cancelled the 9,700,000 Private Placement Warrants that were held by the Sponsor. • Tailwind, Legacy Nuburu and Lincoln Park entered into a purchase agreement pursuant to which Nuburu may direct Lincoln Park to purchase up to $ 100 million of Common Stock from time to time over a 48-month period, subject to certain limitations contained in the Lincoln Park Purchase Agreement. At the Closing, Nuburu issued 200,000 shares of Nuburu Common Stock to Lincoln Park. • Legacy Nuburu entered into an engagement letter with Anzu Partners on August 30, 2022 (the “Services Agreement”) relating to this arrangement pursuant to which Legacy Nuburu, in recognition of past Services, (i) agreed to pay $ 500,000 to Anzu Partners upon the closing of the Business Combination and (ii) issued a warrant with a strike price of $ 0.01 per share to Anzu Partners for 500,000 shares of Preferred Stock (the “Anzu Partners Warrant”). This warrant was exercised by Anzu Partners in connection with the Closing. After giving effect to the Business Combination as described above, the number of shares of Common Stock and Series A preferred stock issued and outstanding immediately following the consummation of the Business Combination was as follows: Common Shares Series A Tailwind public shares 316,188 — Tailwind Sponsor Class B shares 8,355,393 — Total shares of Tailwind common stock outstanding immediately prior to the Business Combination 8,671,581 — Less: forfeiture of the Tailwind Sponsor Class B Common Stock other than 1,150,000 shares of Common Stock and 650,000 shares of Series A Preferred Stock ( 7,205,393 ) — Tailwind Sponsor Series A Preferred Stock — 650,000 Tailwind public shares issuance of Series A Preferred Stock — 316,188 Legacy Nuburu shares 31,323,904 1,377,265 Lincoln Park Commitment Shares 200,000 — Anzu Warrant Shares — 500,000 Total shares of Nuburu Common Stock outstanding immediately after the Business Combination (1)(2) 32,990,092 2,843,453 (1) Excludes 3,675,976 shares of Common Stock as of the Closing of the Business Combination to be reserved for potential future issuance upon the exercise of Nuburu options or settlement of Nuburu RSUs. (2) Excludes 16,710,785 Public Warrants issued and outstanding as of the Closing of the Business Combination. The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP because Legacy Nuburu has been determined to be the accounting acquirer. Under this method of accounting, Tailwind, which is the legal acquirer, is treated as the accounting acquiree for financial reporting purposes and Legacy Nuburu, which is the legal acquiree, is treated as the accounting acquirer. Accordingly, the consolidated assets, liabilities and results of operations of Legacy Nuburu have become the historical financial statements of Nuburu, and Tailwind’s assets, liabilities and results of operations have been consolidated Table of Contents with Legacy Nuburu’s beginning on the acquisition date. For accounting purposes, the financial statements of Nuburu represent a continuation of the financial statements of Legacy Nuburu with the Business Combination being treated as the equivalent of Legacy Nuburu issuing stock for the net assets of Tailwind, accompanied by a recapitalization. The net assets of Tailwind are stated at historical costs and no goodwill or other intangible assets have been recorded. Operations prior to the Business Combination will be presented as those of Legacy Nuburu in future reports of Nuburu. Legacy Nuburu was determined to be the accounting acquirer based on evaluation of the following facts and circumstances: • Legacy Nuburu stockholders comprise a majority of the voting power of Nuburu; • The Nuburu board of directors consists only of members of the Legacy Nuburu board of directors or nominees selected by Legacy Nuburu; • Legacy Nuburu’s operations prior to the acquisition comprise the only ongoing operations of Nuburu; • Legacy Nuburu’s senior management comprises the senior management of Nuburu; • Nuburu has assumed the Legacy Nuburu name; and • Legacy Nuburu’s headquarters have become Nuburu’s headquarters. All periods prior to the Business Combination have been retrospectively adjusted using the Exchange Ratios for the equivalent number of shares outstanding immediately after the Closing to effect the reverse recapitalization. In connection with the Closing of the Business Combination, the Company received net proceeds from the Business Combination totaling $ 3.2 million, prior to deducting transaction and issuance costs. Legacy Nuburu’s total transaction expenses were approximately $ 3.2 million and Tailwind’s total transaction expenses were approximately $ 2.5 million after taking into account waivers of costs incurred by Legacy Nuburu and Tailwind. |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 3 Months Ended |
Mar. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
BALANCE SHEET COMPONENTS | NOTE 4. BALANCE SHEET COMPONENTS Inventories, Net Inventories, net as of March 31, 2023 and December 31, 2022 consisted of the following: March 31, December 31, Raw materials and supplies $ 1,127,007 $ 1,011,421 Work-in-process 11,539 15,213 Finished goods 521,396 239,051 Inventories, gross 1,659,942 1,265,685 Less: inventory reserve ( 411,148 ) ( 292,990 ) Inventories, net $ 1,248,794 $ 972,695 The Company recorded an inventory lower of cost and net realizable value charges of $ 231,320 and nil during the three months ended March 31, 2023 and 2022, respectively. The Company wrote down inventory due to scrap of nil and $ 51,034 during the three months ended March 31, 2023 and 2022, respectively. Property and Equipment, Net Property and equipment, net as of March 31, 2023 and December 31, 2022 consisted of the following: March 31, December 31, Machinery and equipment $ 5,192,686 $ 4,827,626 Leasehold improvements 810,248 810,248 Furniture and office equipment 180,747 180,747 Computer equipment and software 174,523 136,282 Property and equipment, gross 6,358,204 5,954,903 Less: accumulated depreciation and amortization ( 2,345,636 ) ( 2,183,054 ) Property and equipment, net $ 4,012,568 $ 3,771,849 Depreciation and amortization expense related to property and equipment was $ 126,115 and $ 135,153 during the three months ended March 31, 2023 and 2022, respectively. Table of Contents Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets as of March 31, 2023 and December 31, 2022 consisted of the following: March 31, December 31, Prepaid insurance $ 613,417 $ — Prepaid equipment 198,600 — Other prepaid assets 126,165 34,889 Other current assets 39,954 11,848 Total prepaid expenses and other current assets $ 978,136 $ 46,737 Accrued Liabilities Accrued liabilities as of March 31, 2023 and December 31, 2022 consisted of the following: March 31, December 31, Accrued payroll and related benefits $ 359,526 $ 636,009 Accrued legal, accounting and professional fees 1,157,903 548,569 Accrued transaction costs related to the reverse recapitalization 503,600 651,818 Accrued taxes payable 156,358 108,516 Other 104,172 367,206 Total accrued expenses $ 2,281,559 $ 2,312,118 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 5. FAIR VALUE MEASUREMENTS Assets and liabilities recorded at fair value on a recurring basis in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: Level 1: Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2: Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3: Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.\ The assets’ or liabilities’ fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s financial instruments that are carried at fair value consists of Level 1 assets and liabilities. Level 1 assets include highly liquid bank deposits and money market funds, which were not material as of March 31, 2023 and December 31, 2022. Level 1 liabilities include the Public Warrants and are classified as Level 1 due to the use of an observable market quote in an active market. The Company measured the fair value of the Public Warrants on the date of the Closing of the Business Combination based on the close price of the Public Warrant price. During the three months ended March 31, 2023, no warrants were exercised. The gains and losses from re-measurement of Level 1 financial liabilities are recorded as part of other (expense) income, net in the condensed consolidated statements of operations and comprehensive loss. During the three months ended March 31, 2023, the Company recorded a gain of $ 501,324 related to the change in fair value of the Public Warrants from the Closing to the end of the period. There were no transfers between Level 1, Level 2 and Level 3 in any periods presented. The following table sets forth the fair value of the Company’s financial liabilities by level within the fair value hierarchy: At March 31, 2023 Level 1 Level 2 Level 3 Total Public Warrants $ 835,539 $ — $ — $ 835,539 Table of Contents The following table sets forth a summary of the changes in fair value of the Company’s Level 1 financial liabilities : Three months ended March 31, 2023 Fair value as of reverse recapitalization $ 1,336,863 Change in fair value ( 501,324 ) Fair value as of March 31, 2023 $ 835,539 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Operating Lease The Company leases office space in Centennial, Colorado under a noncancelable operating lease agreement. The Company leases and occupies approximately 27,900 square feet of office space, which expires in December 2024 . In recognition of the ROU asset and the related lease liability, the options to extend the lease term have not been included as the Company is not reasonably certain that it will exercise any such option. On March 31, 2023, the weighted-average remaining lease term was 1.8 years and the weighted-average discount rate used is 5.5 %. During the three months ended March 31, 2023, the Company recognized the following lease costs arising from the lease transaction: Three Months Ended 2023 2022 Operating lease cost $ 85,036 $ 85,036 The Company recognized the following cash flow transactions arising from lease transactions: Three Months Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities $ 93,053 $ 90,331 Right-of-use assets obtained in exchange for new operating lease liabilities — 934,584 On March 31, 2023, the future payments and interest expense for the operating leases are as follows (in thousands): Year Ending December 31, Future Payments The remainder of 2023 $ 279,160 2024 383,383 Total undiscounted cash flows 662,543 Less: imputed interest ( 29,592 ) Present value of lease liabilities $ 632,951 Legal Proceedings In the normal course of business, the Company may become involved in legal proceedings. The Company will accrue a liability for legal proceedings when it is probable that a liability has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. At March 31, 2023 and December 31, 2022, the Company was not involved in any material legal proceedings. Purchase Commitments On March 31, 2023, the Company had $ 603,880 in outstanding firm purchase commitments to acquire inventory and research and development parts from suppliers for the Company's ongoing operations. |
NET REVENUES
NET REVENUES | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
NET REVENUES | NOTE 7. NET REVENUES The Company’s primary business activity involves sales and installation services of high-powered lasers. The Company has sales to customers throughout the U.S., Europe, and Asia. All sales are settled in U.S. dollars. Table of Contents The following table presents revenue disaggregated by geography: Three Months Ended 2023 2022 United States $ 240,000 $ 90,000 Asia 115,500 — Europe 114,489 — Total $ 469,989 $ 90,000 At contract inception, the Company assesses the goods or services promised within each contract and determines the performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes revenue for the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Determining the method and amount of revenue to recognize requires the Company to make judgments and estimates which include determining whether the performance obligation is satisfied over time or at a point in time, the selection of method to measure progress towards completion, and determining if the contract includes any variable consideration or material right elements. The Company’s primary performance obligations include product sales and installation services. Revenue for product sales is recognized when the customer obtains control of the product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract. Revenue for installation services is recognized over time, as the service is rendered. For this performance obligation, the Company has a right to consideration from customers that corresponds directly with the value to the customers of the Company's performance completed to date, and as such, the Company recognizes revenue in the amount to which it has a right to invoice the customer. Typically, invoices are issued upon shipment or completion of services, which varies based on the product and service duration. The Company allocates the transaction price based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions; the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved standard pricing related to the performance obligations. Special consideration is given to change orders. A change order will be treated as a separate contract if the additional goods or services are distinct. The payment terms and conditions in customer contracts vary. However, the Company typically does not have contracts with customers in which payment terms are greater than 90 days. As such, the Company does not assess whether a significant financing component exists if the period between when it performs its obligations under the contract and when the customer pays, is one year or less. Contract liabilities consist of customer deposits that are applied to invoices as the performance obligation is performed. Accounts receivable and contract liabilities as of March 31, 2023 and December 31, 2022, were as follows: Accounts Receivable Contract Liabilities December 31, 2022 $ 327,200 $ 178,750 March 31, 2023 522,764 173,750 During the three months ended March 31, 2023 and 2022, the Company recognized $ 5,000 and nil of revenue that was included in the contract liabilities balance at the beginning of the reporting period, respectively. The Company recognizes freight and shipping costs associated with outbound freight after control over a product has transferred to a customer, as a fulfillment cost and includes those costs in materials within cost of revenues. Revenue received from shipping and handling fees is reflected in net revenues. The Company's standard terms and conditions which are applicable to the Company's contracts covering the sale of its products include warranty provisions that provide assurance to its customers that the products will comply with agreed upon specifications, which is standard in the industry. The product warranty is accounted for in accordance with the guidelines under ASC 460 10, Guarantees. Therefore, losses from warranty obligations are accrued when the amount of loss can be reasonably estimated, and the information is available before the financial statements are issued or are available to be issued. The Company has determined that the nature, amount, timing, and uncertainty of revenue and cash flow are most significantly affected by their customer concentration, changes in technology, and adverse changes in the economy that may have an adverse impact on the ability of customers to contract with and pay the Company. Revenues from contracts with customers are disaggregated as follows: Three Months Ended 2023 2022 Revenues recognized at a point in time $ 464,989 $ 90,000 Revenues recognized over time 5,000 — Total $ 469,989 $ 90,000 Table of Contents |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 8. CONVERTIBLE NOTES PAYABLE Over the course of multiple closings in March, August and December 2022 and January 2023, Legacy Nuburu issued and sold Company Notes payable to various investors with aggregate gross proceeds of $ 11,400,000 . The Company Notes accrued interest at a rate of 8 % per annum. The outstanding principal amount of and all accrued and unpaid interest on the Company Notes (the “Conversion Amount”), immediately prior to the consummation of the Business Combination, automatically converted into 2,642,239 shares of Legacy Nuburu common stock that, upon consummation of the Business Combination, entitled the holders of the Company Notes to receive 1,361,787 shares of Common Stock, which was equal to (x) the Conversion Amount divided by (y) $ 8.50 . Pursuant to their terms, the Company Notes were canceled and converted into shares of Legacy Nuburu common stock immediately prior to the Effective Time, which shares were then outstanding as Legacy Nuburu common stock as of immediately prior to the Effective Time and subsequently converted into Nuburu Common Stock and Nuburu Series A preferred stock at the Effective Time. The table below summarizes the sale of the Company Notes to related parties. Noteholder Principal Amount of Company Notes W-G Investments LLC (1) $ 1,000,000 David Seldin (2) 1,000,000 Ron Nicol (3) 1,000,000 CST Global LLC (4) 200,000 Curtis N Maas Revocable Trust (5) 150,000 Ake Almgren (6) 100,000 Thomas J. Wilson, an affiliate of W-G Investments LLC, was a member of the Legacy Nuburu board of directors. David Seldin was a member of the Legacy Nuburu board of directors and at the time of the issuance was the sole manager of the Anzu SPVs, which at that time owned more than 5 % of Legacy Nuburu’s capital stock. Ron Nicol is the Chairman of the Company’s board of directors and was a member of the Legacy Nuburu board of directors. David Michael, an affiliate of CST Global LLC, was a member of the Legacy Nuburu board of directors. Curtis Maas, an affiliate of the Curtis N Maas Revocable Trust, was a member of the Legacy Nuburu board of directors. Ake Almgren resigned as a member of the Company's board of directors effective as of May 19, 2023. |
CONVERTIBLE PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
CONVERTIBLE PREFERRED STOCK | NOTE 9. CONVERTIBLE PREFERRED STOCK Legacy Nuburu Preferred Stock Financing In multiple closings in December 2021 and January 2022, Legacy Nuburu sold an aggregate of 1,166,372 shares of Legacy Nuburu Series C Preferred Stock, at a purchase price of $ 5.00 per share, for an aggregate purchase price of approximately $ 5.8 million. Series A Preferred Stock Ranking The Company’s Preferred Stock ranks senior to the Company’s Common Stock with respect to rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Dividends Holders of the Company’s Preferred Stock participate, on an as-converted basis (without regard to any conversion limitations) in all dividends paid to the holders of the Company’s Common Stock. Conversion Rights The Preferred Stock is convertible at any time into Common Stock at a conversion rate equal to $ 10.00 (subject to equitable adjustment in the event of a stock split, stock consolidation, subdivision or certain other events of a similar nature that increase or decrease the number of shares of Preferred Stock outstanding Table of Contents (the “Original Issuance Price”)) divided by the lesser of (i) $ 11.50 and (ii) the greater of (x) 115 % of the lowest volume-weighted average price per share of the Company’s Common Stock as displayed under the heading Bloomberg VWAP (the “VWAP”) for any consecutive ninety-trading day period prior to the calculation of such VWAP and (y) $ 5.00 , in each case subject to adjustment as set forth in the Certificate of Designations (the “Conversion Price”). Any conversion will be settled only in shares of Common Stock; provided, that, upon any conversion that would result in the holders beneficially owning greater than 9.99 % of the Company’s voting stock outstanding as of the conversion date or any individual holder beneficially owning Common Stock in excess of the maximum number of shares of Common Stock that could be issued to the holder without triggering a change of control under the applicable stock exchange listing rules, the excess, if any, of the conversion consideration otherwise payable upon such conversion shall be paid in cash, based on an amount per share of Common Stock equal to the last reported price per share of the Common Stock on the trading day immediately preceding the conversion date. Mandatory Conversion If the VWAP is greater than 200 % of the Conversion Price for any 20 trading days in a 30-day trading day period, the Company may elect to convert all, but not less than all, of the Preferred Stock then outstanding into the Company’s Common Stock at a conversion rate with respect to each share of Preferred Stock equal to the Original Issuance Price as of the date of such conversion divided by the then applicable Conversion Price. Voting Rights The holders of Preferred Stock are not entitled to vote at or receive notice of any meeting of stockholders, except the holders of Preferred Stock are entitled to certain consent rights on matters related to (i) the creation or authorization of the creation of any equity or debt securities of the Company that rank senior or equal to certain rights of the Preferred Stock and (ii) the authorization of any adverse change to the powers, preferences, or special rights of the Preferred Stock set forth in the Company’s Certificate of Incorporation or Bylaws, and shall have voting rights as required by law. Redemption On the second anniversary of the Closing Date, or January 31, 2025 (the “Test Date”), the Company is obligated to redeem the maximum portion of the Preferred Stock permitted by law in cash at an amount equal to the Original Issuance Price as of such date if the Conversion Price exceeds the VWAP. If, on the Test Date, the Conversion Price is equal to or less than the VWAP, the Company must convert all shares of Preferred Stock then outstanding into shares of the Company’s Common Stock at the then applicable Conversion Price. Notwithstanding the foregoing, the Company shall not be required to redeem any shares of Preferred Stock to the extent the Company does not have legally available funds to effect such redemption. The mandatory redemption and conversion provisions described herein are further subject to certain limitations detailed in the Certificate of Designations. Series A Preferred Stock Issuances The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2023 and December 31, 2022, there were 3,038,905 and 23,237,703 shares of preferred stock issued or outstanding, respectively. Upon the Closing of the Business Combination, all 23,237,703 shares of issued and outstanding convertible preferred stock were cancelled and converted into 23,237,703 shares of Legacy Nuburu common stock based upon the conversion rate as calculated pursuant to Legacy Nuburu's Certificate of Incorporation, multiplied by the Exchange Ratios at the Effective Time. Additionally, upon the Closing of the Business Combination, the cancellation and conversion of all Legacy Nuburu Company Notes into shares of Legacy Nuburu common stock in accordance with its terms as of immediately prior to the Effective Time resulted in the issuance of 2,642,239 shares were then outstanding as Legacy Nuburu common stock as of immediately prior to the Effective Time and subsequently converted into 1,361,787 shares of Nuburu Common Stock and 1,361,787 shares of Nuburu Series A preferred stock at the Effective Time. As of the Closing, each Legacy Nuburu stockholder waived its right to participate in the Preferred Stock Issuance (for clarity, excluding any shares received as a result of the conversion of any Legacy Company Notes prior to the Closing, which were entitled to participate in the Preferred Stock Issuance). Legacy Nuburu stockholders were entitled to receive approximately 99 % of the Common Stock issued as merger consideration pursuant to the Business Combination Agreement agreed to waive such right by entering into the Stockholder Support Agreement (for clarity, excluding any shares received as a result of the conversion of any Legacy Company Notes). Those Legacy Nuburu stockholders who did not waive their right to participate resulted in the issuance of 15,478 shares of Nuburu Series A preferred stock at the Effective Time. Each Tailwind stockholder who did not redeem their shares received a share of Nuburu Series A preferred stock. This resulted in the issuance of 316,188 shares of Nuburu Series A preferred stock to those non-redeeming stockholders. Tailwind and the Tailwind Sponsor entered into the Sponsor Support and Forfeiture Agreement. In connection with the Business Combination, the 8,355,393 Founder Shares were forfeited other than 1,150,000 shares of Common Stock (of which, 150,000 shares were transferred to Nautilus Maser Fund, L.P. and 50,000 shares were transferred to Cohen & Company Capital Markets at Closing) and 650,000 shares of Series A preferred stock. Wilson Sonsini Goodrich & Rosati, Professional Corporation (“WSGR”) was engaged by Legacy Nuburu to act as its counsel for the Business Combination. As partial compensation for the services provided by WSGR to Legacy Nuburu in connection with the Business Combination, the Company agreed to issue to WSGR 195,452 shares of Common Stock and 195,452 shares of Preferred Stock pursuant to the terms of the Stock Purchase Agreement entered into by and between the Company and WSGR on March 10, 2023. The foregoing issuance was made in a transaction not involving a public offering pursuant to an exemption Table of Contents from the registration requirements of the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated under the Securities Act. Legacy Nuburu entered into an engagement letter with Anzu Partners on August 30, 2022 relating to this arrangement pursuant to which Legacy Nuburu, in recognition of past Services, (i) agreed to pay $ 500,000 to Anzu Partners upon the closing of the Business Combination and (ii) issued a warrant with a strike price of $ 0.01 per share to Anzu Partners for 500,000 shares of Preferred Stock (the “Anzu Partners Warrant”). This warrant was exercised by Anzu Partners in connection with the Closing and the $ 500,000 payment remains outstanding as of March 31, 2023 and is included in Accrued expenses. |
PUBLIC WARRANTS
PUBLIC WARRANTS | 3 Months Ended |
Mar. 31, 2023 | |
WARRANTS. | |
PUBLIC WARRANTS | NOTE 10. PUBLIC WARRANTS In connection with the closing of the Business Combination, Nuburu assumed the 16,710,785 Public Warrants outstanding on the date of Closing. As of March 31, 2023, all 16,710,785 Public Warrants remain outstanding. Each whole warrant entitles the registered holder to purchase one share of Common Stock at a price of $ 11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the Business Combination. Pursuant to the Warrant Agreement, a warrant holder may exercise its warrants only for a whole number of shares of Common Stock. The warrants will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. Redemptions of warrants when the price of Common Stock equals or exceeds $ 18.00 — Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $ 0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Common Stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Common Stock equals or exceeds $ 10.00 — Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at $ 0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Common Stock; • if, and only if, the last reported sale price of the Common Stock equals or exceeds $ 10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30 -trading day period ending three trading days before the Company send the notice of redemption to the warrant holders; and • if the closing price of the Common Stock for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $ 18.00 per share, the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 11. STOCK-BASED COMPENSATION As of March 31, 2022, the Company had an active stock-based incentive compensation plan and an employee stock purchase plan: the 2022 Equity Incentive Plan (the “2022 Plan”) and the 2022 Employee Stock Purchase Plan (the “ESPP”). All new equity compensation grants are issued under these two plans; however, outstanding awards previously issued under inactive plans will continue to vest and remain exercisable in accordance with the terms of the respective plans. 7.9 million shares available for grant under the 2022 Plan and 0.4 million shares available for grant under the ESPP. Table of Contents Stock-Based Compensation Expense Total stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations and comprehensive loss is classified as follows: Three Months Ended 2023 2022 Cost of sales $ 128,743 $ 30,290 Research and development 136,765 ( 252 ) Selling and marketing 11,687 7,478 General and administrative 186,783 31,939 Total stock-based compensation expense $ 463,978 $ 69,455 The Company’s stock-based compensation expense is based on the value of the portion of stock-based payment awards that are ultimately expected to vest. During the three months ended March 31, 2023 and 2022, stock-based compensation relating to stock-based awards granted to consultants was $ 117,089 and $ 21,017 , respectively. Restricted Stock Units The Company grants Restricted Stock Units, or RSUs, to its employees for their services with a liquidity event requirement. The RSUs granted to employees vest over a period of time from the grant date and are subject to the participants continuing service to the Company over the period. No RSUs were granted during the three months ended March 31, 2023. RSUs Number of Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2022 542,706 $ 6.11 RSUs granted — $ — RSUs vested ( 139,095 ) $ 6.11 RSUs forfeited — $ — Unvested at March 31, 2023 403,611 $ 6.11 Vested and unreleased 139,095 Outstanding at March 31, 2023 542,706 The total grant date fair value of RSUs awarded was nil and $ 3,316,950 for the three months ended March 31, 2023 and 2022, respectively. The total grant date fair value of RSUs vested was $ 849,870 and nil during the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, total unrecognized stock-based compensation costs related to RSUs were $ 2,272,305 , which are expected to be recognized over a remaining weighted average period of 2.8 years. As of March 31, 2023, all of the RSUs are expected to vest. Stock Options The Company's outstanding stock options generally expire 10 years from the date of grant and are exercisable when the options vest, generally over four years , the majority of which vest at a rate of 25 % on the first anniversary of the grant date, with the remainder vesting ratably each month over the next three years . A summary of stock option activity is as follows: Number of Stock Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Options outstanding at December 31, 2022 3,133,270 $ 4.35 7.9 $ 5,484,316 Options granted — $ — Options exercised — $ — Options cancelled or forfeited ( 33,500 ) $ 5.97 Options outstanding at March 31, 2023 3,099,770 $ 4.35 7.6 $ 1,621,691 Options exercisable at March 31, 2023 1,835,961 $ 3.59 7.0 $ 1,456,141 Options vested and expected to vest at March 31, 2023 3,099,770 $ 4.35 7.6 $ 1,621,691 The weighted-average grant date fair value of options granted to employees and consultants was nil and $ 2.79 per share for the three months ended March 31, 2023 and 2022, respectively. Aggregate intrinsic value represents the difference between the estimated fair value of the underlying Common Stock and the exercise price of outstanding, in-the-money options. The aggregate intrinsic value of options exercised was nil and $ 2,155,938 for the three months ended March 31, 2023 and 2022, respectively. Table of Contents As of March 31, 2023, total unrecognized stock-based compensation cost related to stock options was $ 2,496,838 , which is expected to be recognized over a weighted-average period of 1.2 years. Determining the appropriate fair value of stock based awards requires the input of subjective assumptions including the fair value of the Company’s Common Stock, the expected life of the option, and expected stock price volatility. The Company used the Black Scholes option pricing model to value its stock option awards. The Company estimates the fair value of the options utilizing the Black-Scholes option pricing model, which is dependent upon several variables, including expected option term, expected volatility of the Company’s share price over the expected term, expected risk-free interest rate over the expected option term, and expected dividend yield rate over the expected option term, and actual forfeiture rates. No option grants were awarded during the three months ended March 31, 2023. A summary of the assumptions Legacy Nuburu utilized for option grants during the three months ended March 31, 2022 are as follows: Three months ended March 31, 2022 Expected term (in years) 5.0 Expected volatility 36.0 % Risk-free interest rate 2.2 % Expected dividend yield 0.0 % |
INCOME TAX
INCOME TAX | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 12. INCOME TAX Due to the current operating losses, the Company recorded zero income tax expense during the three months ended March 31, 2023 and 2022, respectively. During these periods, the Company’s activities were limited to U.S. federal and state tax jurisdictions, as it does not have any significant foreign operations. Due to the Company’s history of cumulative losses and after considering all the available objective evidence, management concluded that it is not more likely than not that all of the Company’s net deferred tax assets will be realized in the future. Accordingly, the Company’s deferred tax assets, which include net operating loss (“NOL”), carryforwards and tax credits related primarily to research and development, continue to be subject to a valuation allowance as of March 31, 2023. The Company expects to continue to maintain a full valuation allowance until there is sufficient evidence to support recoverability of its deferred tax assets. Utilization of the NOL carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, and similar state provisions. Generally, in addition to certain entity reorganizations, the limitation applies when one or more "5-percent stockholders" increase their ownership, in the aggregate, by more than 50 percentage points over a 36-month time period testing period, or beginning the day after the most recent ownership change, if shorter. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NOTE 13. NET LOSS PER SHARE Diluted earnings per share (“EPS”) includes the dilutive effect of Common Stock equivalents and is computed using the weighted-average number of Common Stock and Common Stock equivalents outstanding during the reporting period. Diluted EPS for the three months ended March 31, 2023 and 2022 excluded Common Stock equivalents because the effect of their inclusion would be anti-dilutive or would decrease the reported loss per share. The following table sets forth securities outstanding that could potentially dilute the calculation of diluted earnings per share: For the three months 2023 2022 Stock options outstanding 3,099,770 2,448,693 Warrants to purchase Common Stock - liability classified 16,710,785 — Warrants to purchase Common Stock - equity classified — 1,167,557 Unvested restricted stock units 403,611 542,706 If-converted Common Stock from Series A Preferred Stock (1) 6,077,810 — If-converted common shares from Legacy Nuburu convertible notes — 22,826 Total 26,291,976 4,181,782 (1) Assumes that all shares of Series A Preferred Stock are converted into Common Stock at a conversion rate equal to $ 10.00 divided by $ 5.00 , representing the maximum number of shares issuable to holders of Series A Preferred Stock. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Other than as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. In accordance with the Lincoln Park Purchase Agreement, Lincoln Park has purchased, at the option of the Company, approximately $ 2,100,000 of Common Stock subsequent to March 31, 2023. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or any future period. These unaudited condensed consolidated financial statements and their notes should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 31, 2023 and the audited financial statements of Legacy Nuburu for the years ended December 31, 2022 and 2021 included in the Amendment No. 1 to the Form 8-K filed with the SEC on March 31, 2023. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Significant Accounting Policies The significant accounting policies used in preparation of these condensed consolidated financial statements are disclosed in the notes to consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 31, 2023 and the audited financial statements of Legacy Nuburu for the years ended December 31, 2022 and 2021 included in the Amendment No. 1 to the Form 8-K filed with the SEC on March 31, 2023. The significant accounting policies have not changed significantly since those filings. |
REVERSE RECAPITALIZATION (Table
REVERSE RECAPITALIZATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Schedule of Common Stock Exchange Ratios | On January 31, 2023, upon the consummation of the Business Combination, all holders of 10,782,091 issued and outstanding shares of Legacy Nuburu common stock and 40,392,723 issued and outstanding shares of Legacy Nuburu preferred stock received shares of Nuburu common stock at a deemed value of $ 10.00 per share after giving effect to the exchange ratios set forth below (the “Exchange Ratios”): Legacy Nuburu Class / Series Exchange Ratio Legacy Nuburu Common Stock 0.515 Legacy Nuburu Series A Preferred Stock 0.566 Legacy Nuburu Series A-1 Preferred Stock 0.599 Legacy Nuburu Series B Preferred Stock 0.831 Legacy Nuburu Series B-1 Preferred Stock 0.515 Legacy Nuburu Series C Preferred Stock 1.146 |
Schedule of Number of Shares of Common Stock and Series A Preferred Stock Issued and Outstanding | After giving effect to the Business Combination as described above, the number of shares of Common Stock and Series A preferred stock issued and outstanding immediately following the consummation of the Business Combination was as follows: Common Shares Series A Tailwind public shares 316,188 — Tailwind Sponsor Class B shares 8,355,393 — Total shares of Tailwind common stock outstanding immediately prior to the Business Combination 8,671,581 — Less: forfeiture of the Tailwind Sponsor Class B Common Stock other than 1,150,000 shares of Common Stock and 650,000 shares of Series A Preferred Stock ( 7,205,393 ) — Tailwind Sponsor Series A Preferred Stock — 650,000 Tailwind public shares issuance of Series A Preferred Stock — 316,188 Legacy Nuburu shares 31,323,904 1,377,265 Lincoln Park Commitment Shares 200,000 — Anzu Warrant Shares — 500,000 Total shares of Nuburu Common Stock outstanding immediately after the Business Combination (1)(2) 32,990,092 2,843,453 (1) Excludes 3,675,976 shares of Common Stock as of the Closing of the Business Combination to be reserved for potential future issuance upon the exercise of Nuburu options or settlement of Nuburu RSUs. (2) Excludes 16,710,785 Public Warrants issued and outstanding as of the Closing of the Business Combination. |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Inventories | Inventories, net as of March 31, 2023 and December 31, 2022 consisted of the following: March 31, December 31, Raw materials and supplies $ 1,127,007 $ 1,011,421 Work-in-process 11,539 15,213 Finished goods 521,396 239,051 Inventories, gross 1,659,942 1,265,685 Less: inventory reserve ( 411,148 ) ( 292,990 ) Inventories, net $ 1,248,794 $ 972,695 |
Schedule of Property and Equipment, Net | Property and equipment, net as of March 31, 2023 and December 31, 2022 consisted of the following: March 31, December 31, Machinery and equipment $ 5,192,686 $ 4,827,626 Leasehold improvements 810,248 810,248 Furniture and office equipment 180,747 180,747 Computer equipment and software 174,523 136,282 Property and equipment, gross 6,358,204 5,954,903 Less: accumulated depreciation and amortization ( 2,345,636 ) ( 2,183,054 ) Property and equipment, net $ 4,012,568 $ 3,771,849 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets as of March 31, 2023 and December 31, 2022 consisted of the following: March 31, December 31, Prepaid insurance $ 613,417 $ — Prepaid equipment 198,600 — Other prepaid assets 126,165 34,889 Other current assets 39,954 11,848 Total prepaid expenses and other current assets $ 978,136 $ 46,737 |
Schedule of Accrued Liabilities | Accrued liabilities as of March 31, 2023 and December 31, 2022 consisted of the following: March 31, December 31, Accrued payroll and related benefits $ 359,526 $ 636,009 Accrued legal, accounting and professional fees 1,157,903 548,569 Accrued transaction costs related to the reverse recapitalization 503,600 651,818 Accrued taxes payable 156,358 108,516 Other 104,172 367,206 Total accrued expenses $ 2,281,559 $ 2,312,118 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Liabilities | The following table sets forth the fair value of the Company’s financial liabilities by level within the fair value hierarchy: At March 31, 2023 Level 1 Level 2 Level 3 Total Public Warrants $ 835,539 $ — $ — $ 835,539 |
Schedule of Changes in Fair Value of Financial Liabilities | Table of Contents The following table sets forth a summary of the changes in fair value of the Company’s Level 1 financial liabilities : Three months ended March 31, 2023 Fair value as of reverse recapitalization $ 1,336,863 Change in fair value ( 501,324 ) Fair value as of March 31, 2023 $ 835,539 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Lease Cost | During the three months ended March 31, 2023, the Company recognized the following lease costs arising from the lease transaction: Three Months Ended 2023 2022 Operating lease cost $ 85,036 $ 85,036 |
Summary of Cash Flow Transactions Arising from Lease Transaction | The Company recognized the following cash flow transactions arising from lease transactions: Three Months Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities $ 93,053 $ 90,331 Right-of-use assets obtained in exchange for new operating lease liabilities — 934,584 |
Summary of Future Payments and Interest Expense for Operating Lease | On March 31, 2023, the future payments and interest expense for the operating leases are as follows (in thousands): Year Ending December 31, Future Payments The remainder of 2023 $ 279,160 2024 383,383 Total undiscounted cash flows 662,543 Less: imputed interest ( 29,592 ) Present value of lease liabilities $ 632,951 |
NET REVENUES (Tables)
NET REVENUES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Disaggregated by Geography | The following table presents revenue disaggregated by geography: Three Months Ended 2023 2022 United States $ 240,000 $ 90,000 Asia 115,500 — Europe 114,489 — Total $ 469,989 $ 90,000 |
Schedule of Accounts Receivable and Contract Liabilities | Accounts receivable and contract liabilities as of March 31, 2023 and December 31, 2022, were as follows: Accounts Receivable Contract Liabilities December 31, 2022 $ 327,200 $ 178,750 March 31, 2023 522,764 173,750 |
Schedule of Revenues from Contracts With Customers | Revenues from contracts with customers are disaggregated as follows: Three Months Ended 2023 2022 Revenues recognized at a point in time $ 464,989 $ 90,000 Revenues recognized over time 5,000 — Total $ 469,989 $ 90,000 Table of Contents |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Sale of Company Notes to Related Parties | The table below summarizes the sale of the Company Notes to related parties. Noteholder Principal Amount of Company Notes W-G Investments LLC (1) $ 1,000,000 David Seldin (2) 1,000,000 Ron Nicol (3) 1,000,000 CST Global LLC (4) 200,000 Curtis N Maas Revocable Trust (5) 150,000 Ake Almgren (6) 100,000 Thomas J. Wilson, an affiliate of W-G Investments LLC, was a member of the Legacy Nuburu board of directors. David Seldin was a member of the Legacy Nuburu board of directors and at the time of the issuance was the sole manager of the Anzu SPVs, which at that time owned more than 5 % of Legacy Nuburu’s capital stock. Ron Nicol is the Chairman of the Company’s board of directors and was a member of the Legacy Nuburu board of directors. David Michael, an affiliate of CST Global LLC, was a member of the Legacy Nuburu board of directors. Curtis Maas, an affiliate of the Curtis N Maas Revocable Trust, was a member of the Legacy Nuburu board of directors. Ake Almgren resigned as a member of the Company's board of directors effective as of May 19, 2023. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense | Total stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations and comprehensive loss is classified as follows: Three Months Ended 2023 2022 Cost of sales $ 128,743 $ 30,290 Research and development 136,765 ( 252 ) Selling and marketing 11,687 7,478 General and administrative 186,783 31,939 Total stock-based compensation expense $ 463,978 $ 69,455 |
Schedule of Restricted Stock Units | The Company grants Restricted Stock Units, or RSUs, to its employees for their services with a liquidity event requirement. The RSUs granted to employees vest over a period of time from the grant date and are subject to the participants continuing service to the Company over the period. No RSUs were granted during the three months ended March 31, 2023. RSUs Number of Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2022 542,706 $ 6.11 RSUs granted — $ — RSUs vested ( 139,095 ) $ 6.11 RSUs forfeited — $ — Unvested at March 31, 2023 403,611 $ 6.11 Vested and unreleased 139,095 Outstanding at March 31, 2023 542,706 |
Summary of Stock Options Activity | A summary of stock option activity is as follows: Number of Stock Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Options outstanding at December 31, 2022 3,133,270 $ 4.35 7.9 $ 5,484,316 Options granted — $ — Options exercised — $ — Options cancelled or forfeited ( 33,500 ) $ 5.97 Options outstanding at March 31, 2023 3,099,770 $ 4.35 7.6 $ 1,621,691 Options exercisable at March 31, 2023 1,835,961 $ 3.59 7.0 $ 1,456,141 Options vested and expected to vest at March 31, 2023 3,099,770 $ 4.35 7.6 $ 1,621,691 |
Summary of Assumptions Utilized for Option Grants | A summary of the assumptions Legacy Nuburu utilized for option grants during the three months ended March 31, 2022 are as follows: Three months ended March 31, 2022 Expected term (in years) 5.0 Expected volatility 36.0 % Risk-free interest rate 2.2 % Expected dividend yield 0.0 % |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Calculating Diluted Earnings Per Share | The following table sets forth securities outstanding that could potentially dilute the calculation of diluted earnings per share: For the three months 2023 2022 Stock options outstanding 3,099,770 2,448,693 Warrants to purchase Common Stock - liability classified 16,710,785 — Warrants to purchase Common Stock - equity classified — 1,167,557 Unvested restricted stock units 403,611 542,706 If-converted Common Stock from Series A Preferred Stock (1) 6,077,810 — If-converted common shares from Legacy Nuburu convertible notes — 22,826 Total 26,291,976 4,181,782 (1) Assumes that all shares of Series A Preferred Stock are converted into Common Stock at a conversion rate equal to $ 10.00 divided by $ 5.00 , representing the maximum number of shares issuable to holders of Series A Preferred Stock. |
BACKGROUND AND ORGANIZATION (De
BACKGROUND AND ORGANIZATION (Details) - USD ($) | 3 Months Ended | 11 Months Ended | ||||
Jan. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Jan. 31, 2023 | Apr. 01, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Net loss | $ (4,767,517) | $ (2,287,794) | ||||
Accumulated deficit | (65,959,825) | $ (61,192,308) | ||||
Funds raised from business combination | $ 11,400,000 | $ 11,400,000 | ||||
Issuance of common stock | $ 100,000,000 | |||||
Price per share | $ 10 | $ 10 | ||||
Common stock, value | $ 3,359 | $ 1,077 | ||||
Lincoln Park [Member] | Subsequent Event [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock, value | $ 2,100,000 |
REVERSE RECAPITALIZATION - Addi
REVERSE RECAPITALIZATION - Additional Information (Details) - USD ($) | 3 Months Ended | ||||||||
Jan. 31, 2023 | Aug. 30, 2022 | Mar. 31, 2023 | Jan. 30, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |||
Business Acquisition [Line Items] | |||||||||
Common stock, shares issued | 31,323,904 | 33,585,544 | 5,556,857 | ||||||
Common stock, shares outstanding | 31,323,904 | 33,585,544 | 5,556,857 | ||||||
Preferred stock, shares issued | 3,038,905 | 23,237,703 | |||||||
Preferred stock, shares outstanding | 3,038,905 | 23,237,703 | |||||||
Granted, outstanding vested and unvested shares, options | 3,099,770 | 3,133,270 | |||||||
Options, exercisable | 1,835,961 | ||||||||
Proceeds from reverse recapitalization | $ 3,243,079 | ||||||||
Amended and Restated Sponsor Support and Forfeiture Agreement [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock, shares outstanding | 1,150,000 | ||||||||
Sponsor shares forfeited | 8,355,393 | ||||||||
Amended and Restated Sponsor Support and Forfeiture Agreement [Member] | Nautilus Maser Fund, L.P. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Shares transferred | 150,000 | ||||||||
Amended and Restated Sponsor Support and Forfeiture Agreement [Member] | Cohen & Company Capital Markets [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Shares transferred | 50,000 | ||||||||
Amended and Restated Sponsor Support and Forfeiture Agreement [Member] | Private Placement | Sponsor | |||||||||
Business Acquisition [Line Items] | |||||||||
Cancellation of warrants | 9,700,000 | ||||||||
Engagement Letter with Anzu Partners [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of outstanding warrants to purchase shares | 500,000 | ||||||||
Payment to business combination | $ 500,000 | ||||||||
Warrant with strike price | $ 0.01 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Preferred stock, shares issued | 3,038,905 | 23,237,703 | |||||||
Preferred stock, shares outstanding | 3,038,905 | 23,237,703 | |||||||
Conversion of shares | 1,361,787 | ||||||||
Series A Preferred Stock [Member] | Amended and Restated Sponsor Support and Forfeiture Agreement [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Preferred stock, shares outstanding | 650,000 | ||||||||
Common Stock [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock deemed value per share | $ 10 | ||||||||
Equity awards, shares outstanding | [1] | 33,585,544 | 5,556,857 | 5,523,681 | 5,153,286 | ||||
Equity awards, shares | 3,675,976 | ||||||||
Conversion of preferred stock in to common stock | 23,237,703 | ||||||||
Conversion of stock | 5,556,857 | ||||||||
Number of outstanding warrants to purchase shares | 1,167,557 | ||||||||
Conversion of shares | 1,361,787 | 1,361,787 | [1] | ||||||
Options, exercisable | 3,133,270 | ||||||||
Granted, outstanding vested and unvested shares, RSUs | 542,706 | ||||||||
Legacy Nuburu [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock, shares issued | 10,782,091 | ||||||||
Common stock, shares outstanding | 10,782,091 | 2,642,239 | |||||||
Preferred stock, shares issued | 40,392,723 | ||||||||
Preferred stock, shares outstanding | 40,392,723 | ||||||||
Equity awards, shares issued | 7,132,467 | ||||||||
Equity awards, shares outstanding | 7,132,467 | ||||||||
Granted, outstanding vested and unvested shares, options | 6,079,467 | ||||||||
Granted, outstanding vested and unvested shares, RSUs | 1,053,000 | ||||||||
Transaction expenses | $ 3,200,000 | ||||||||
Legacy Nuburu [Member] | Series A Preferred Stock [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Preferred stock, shares issued | 15,478 | ||||||||
Legacy Nuburu [Member] | Common Stock [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock deemed value per share | $ 10 | ||||||||
Number of outstanding warrants to purchase shares | 4,000,000 | ||||||||
Conversion of shares | 2,642,239 | ||||||||
Tailwind [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Transaction expenses | $ 2,500,000 | ||||||||
Tailwind [Member] | Series A Preferred Stock [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Preferred stock, shares issued | 316,188 | ||||||||
Tailwind [Member] | Class B Common Stock [Member] | Amended and Restated Sponsor Support and Forfeiture Agreement [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Sponsor shares forfeited | 8,355,393 | ||||||||
Lincoln Park [Member] | Purchase Agreement [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock repurchase program, period in force | 48 months | ||||||||
Number of share issued | 200,000 | ||||||||
Lincoln Park [Member] | Purchase Agreement [Member] | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase of common stock | $ 100,000,000 | ||||||||
[1] (1) The number of shares of convertible preferred stock and common stock issued and outstanding prior to the Business Combination have been retroactively adjusted by the Exchange Ratio to give effect to the reverse recapitalization treatment of the Business Combination. See Note 1 - Description of Business and Note 3 - Reverse Capitalization for more information. |
REVERSE RECAPITALIZATION - Sche
REVERSE RECAPITALIZATION - Schedule of Common Stock Exchange Ratios (Details) - Legacy Nuburu [Member] | Jan. 31, 2023 |
Common Stock [Member] | |
Business Acquisition [Line Items] | |
Exchange Ratio | 0.515 |
Series A Preferred Stock [Member] | |
Business Acquisition [Line Items] | |
Exchange Ratio | 0.566 |
Series A-1 Preferred Stock [Member] | |
Business Acquisition [Line Items] | |
Exchange Ratio | 0.599 |
Series B Preferred Stock [Member] | |
Business Acquisition [Line Items] | |
Exchange Ratio | 0.831 |
Series B-1 Preferred Stock [Member] | |
Business Acquisition [Line Items] | |
Exchange Ratio | 0.515 |
Series C Preferred Stock [Member] | |
Business Acquisition [Line Items] | |
Exchange Ratio | 1.146 |
REVERSE RECAPITALIZATION - Sc_2
REVERSE RECAPITALIZATION - Schedule of Number of Shares of Common Stock and Series A Preferred Stock Issued and Outstanding (Details) | Jan. 31, 2023 shares |
Common Stock [Member] | |
Business Acquisition [Line Items] | |
Total shares of Nuburu Common Stock outstanding immediately after the Business Combination | 32,990,092 |
Common Stock [Member] | Tailwind [Member] | |
Business Acquisition [Line Items] | |
Public shares | 316,188 |
Total shares of Tailwind common stock outstanding immediately prior to the Business Combination | 8,671,581 |
Less: forfeiture of the Tailwind Sponsor Class B Common Stock other than 1,150,000 shares of Common Stock and 650,000 shares of Series A Preferred Stock | (7,205,393) |
Common Stock [Member] | Legacy Nuburu's [Member] | |
Business Acquisition [Line Items] | |
Legacy Nuburu shares | 31,323,904 |
Common Stock [Member] | Lincoln Park [Member] | |
Business Acquisition [Line Items] | |
Lincoln Park Commitment Shares | 200,000 |
Series A Preferred Stock [Member] | |
Business Acquisition [Line Items] | |
Total shares of Nuburu Common Stock outstanding immediately after the Business Combination | 2,843,453 |
Series A Preferred Stock [Member] | Tailwind [Member] | |
Business Acquisition [Line Items] | |
Public shares | 316,188 |
Sponsor shares | 650,000 |
Series A Preferred Stock [Member] | Legacy Nuburu's [Member] | |
Business Acquisition [Line Items] | |
Legacy Nuburu shares | 1,377,265 |
Series A Preferred Stock [Member] | Anzu Partners [Member] | |
Business Acquisition [Line Items] | |
Anzu Warrant Shares | 500,000 |
Class B Common Stock [Member] | Tailwind [Member] | |
Business Acquisition [Line Items] | |
Sponsor shares | 8,355,393 |
REVERSE RECAPITALIZATION - Sc_3
REVERSE RECAPITALIZATION - Schedule of Number of Shares of Common Stock and Series A Preferred Stock Issued and Outstanding (Parenthetical) (Details) - shares | Mar. 31, 2023 | Jan. 31, 2023 |
Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Forfeiture of Tailwind Sponsor | 1,150,000 | |
Common stock reserved for potential future issuance | 3,675,976 | |
Class of warrant or right outstanding | 1,167,557 | |
Series A Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Forfeiture of Tailwind Sponsor | 650,000 | |
Public Warrants [Member] | ||
Business Acquisition [Line Items] | ||
Class of warrant or right outstanding | 16,710,785 | 16,710,785 |
BALANCE SHEET COMPONENTS - Addi
BALANCE SHEET COMPONENTS - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | ||
Write-down of inventory | $ 231,320 | $ 0 |
Scrap inventory written down | 0 | 51,034 |
Depreciation and amortization | $ 126,115 | $ 135,153 |
BALANCE SHEET COMPONENTS - Sche
BALANCE SHEET COMPONENTS - Schedule of Inventories (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 1,127,007 | $ 1,011,421 |
Work-in-process | 11,539 | 15,213 |
Finished goods | 521,396 | 239,051 |
Inventories, gross | 1,659,942 | 1,265,685 |
Less: inventory reserve | (411,148) | (292,990) |
Inventories, net | $ 1,248,794 | $ 972,695 |
BALANCE SHEET COMPONENTS - Sc_2
BALANCE SHEET COMPONENTS - Schedule of Property and Equipment, Net (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 6,358,204 | $ 5,954,903 |
Less: accumulated depreciation and amortization | (2,345,636) | (2,183,054) |
Property and equipment, net | 4,012,568 | 3,771,849 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,192,686 | 4,827,626 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 810,248 | 810,248 |
Furniture and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 180,747 | 180,747 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 174,523 | $ 136,282 |
BALANCE SHEET COMPONENTS - Sc_3
BALANCE SHEET COMPONENTS - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid insurance | $ 613,417 | |
Prepaid equipment | 198,600 | |
Other prepaid assets | 126,165 | $ 34,889 |
Other current assets | 39,954 | 11,848 |
Total prepaid expenses and other current assets | $ 978,136 | $ 46,737 |
BALANCE SHEET COMPONENTS - Sc_4
BALANCE SHEET COMPONENTS - Schedule of Accrued Liabilities (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities, Current [Abstract] | ||
Accrued payroll and related benefits | $ 359,526 | $ 636,009 |
Accrued legal, accounting and professional fees | 1,157,903 | 548,569 |
Accrued transaction costs related to the reverse recapitalization | 503,600 | 651,818 |
Accrued taxes payable | 156,358 | 108,516 |
Other | 104,172 | 367,206 |
Total accrued liabilities | $ 2,281,559 | $ 2,312,118 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - shares | Mar. 31, 2023 | Jan. 31, 2023 | Dec. 31, 2022 |
RELATED PARTY TRANSACTIONS | |||
Founder shares outstanding | 33,585,544 | 31,323,904 | 5,556,857 |
RELATED PARTY TRANSACTIONS - Pr
RELATED PARTY TRANSACTIONS - Promissory Note, Administrative Support Agreement and Related Party Loans (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
RELATED PARTY TRANSACTIONS | |
Repayment of debt | $ 675,000 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Exercise of warrants | shares | 0 |
Public Warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Adjustment of Warrants | $ | $ 501,324 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value of Financial Liabilities (Details) - Recurring - Public Warrants | Mar. 31, 2023 USD ($) |
FAIR VALUE MEASUREMENTS | |
Public Warrants | $ 835,539 |
Level 1 | |
FAIR VALUE MEASUREMENTS | |
Public Warrants | $ 835,539 |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of Changes in Fair Value of Financial Liabilities (Details) - Level 1 - Public Warrants [Member] | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value beginning | $ 1,336,863 |
Change in fair value | $ (501,324) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) |
Fair value ending | $ 835,539 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2023 USD ($) ft² | Mar. 31, 2023 ft² | |
COMMITMENTS AND CONTINGENCIES | ||
Operating lease weighted-average remaining lease term | 1 year 9 months 18 days | 1 year 9 months 18 days |
Operating lease weighted-average discount rate | 5.50% | 5.50% |
Purchase commitment | $ | $ 603,880 | |
COLORADO [Member] | Office Building [Member] | ||
COMMITMENTS AND CONTINGENCIES | ||
Area of land | ft² | 27,900 | 27,900 |
Operating lease month of expiry | 2024-12 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Summary of Lease Cost (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 85,036 | $ 85,036 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Summary of Cash Flow Transactions Arising from Lease Transaction (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 93,053 | $ 90,331 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 934,584 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES - Summary of Future Payments and Interest Expense for Operating Lease (Details) | Mar. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
The remainder of 2023 | $ 279,160 |
2024 | 383,383 |
Total undiscounted cash flows | 662,543 |
Less: imputed interest | (29,592) |
Present value of lease liabilities | $ 632,951 |
NET REVENUES - Schedule of Reve
NET REVENUES - Schedule of Revenue Disaggregated by Geography (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 469,989 | $ 90,000 |
United States [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 240,000 | $ 90,000 |
Asia [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 115,500 | |
Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 114,489 |
NET REVENUES - Schedule of Acco
NET REVENUES - Schedule of Accounts Receivable and Contract Liabilities (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Accounts Receivable | $ 522,764 | $ 327,200 |
Contract Liabilities | $ 173,750 | $ 178,750 |
NET REVENUES - Additional Infor
NET REVENUES - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Company recognized revenue included in the contract liabilities | $ 5,000 | $ 0 |
NET REVENUES - Schedule of Re_2
NET REVENUES - Schedule of Revenues From Contracts With Customers (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenues recognized | $ 469,989 | $ 90,000 |
At a point in time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues recognized | 464,989 | $ 90,000 |
Over time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues recognized | $ 5,000 |
CONVERTIBLE NOTES PAYABLE - Add
CONVERTIBLE NOTES PAYABLE - Additional Information (Details) - USD ($) | 3 Months Ended | 11 Months Ended | ||
Jan. 31, 2023 | Mar. 31, 2023 | Jan. 31, 2023 | ||
Debt Conversion [Line Items] | ||||
Aggregate gross proceeds of notes payable | $ 11,400,000 | $ 11,400,000 | ||
Interest rate percentage | 8% | |||
Conversion price per share | $ 8.50 | |||
Common Stock [Member] | ||||
Debt Conversion [Line Items] | ||||
Conversion of shares | 1,361,787 | 1,361,787 | [1] | |
Legacy Nuburu [Member] | Common Stock [Member] | ||||
Debt Conversion [Line Items] | ||||
Conversion of shares | 2,642,239 | |||
[1] (1) The number of shares of convertible preferred stock and common stock issued and outstanding prior to the Business Combination have been retroactively adjusted by the Exchange Ratio to give effect to the reverse recapitalization treatment of the Business Combination. See Note 1 - Description of Business and Note 3 - Reverse Capitalization for more information. |
CONVERTIBLE NOTES PAYABLE - Sum
CONVERTIBLE NOTES PAYABLE - Summary of Sale of Company Notes to Related Parties (Details) | Mar. 31, 2023 USD ($) | |
W-G Investements LLC [Member] | ||
Debt Conversion [Line Items] | ||
Principal Amount of Company Notes | $ 1,000,000 | [1] |
David Seldin [Member] | ||
Debt Conversion [Line Items] | ||
Principal Amount of Company Notes | 1,000,000 | [2] |
Ron Nicol [Member] | ||
Debt Conversion [Line Items] | ||
Principal Amount of Company Notes | 1,000,000 | [3] |
CST Global LLC [Member] | ||
Debt Conversion [Line Items] | ||
Principal Amount of Company Notes | 200,000 | [4] |
Curtis N Maas Revocable Trust [Member] | ||
Debt Conversion [Line Items] | ||
Principal Amount of Company Notes | 150,000 | [5] |
Ake Almgren [Member] | ||
Debt Conversion [Line Items] | ||
Principal Amount of Company Notes | $ 100,000 | [6] |
[1] Thomas J. Wilson, an affiliate of W-G Investments LLC, was a member of the Legacy Nuburu board of directors. David Seldin was a member of the Legacy Nuburu board of directors and at the time of the issuance was the sole manager of the Anzu SPVs, which at that time owned more than 5 % of Legacy Nuburu’s capital stock. Ron Nicol is the Chairman of the Company’s board of directors and was a member of the Legacy Nuburu board of directors. David Michael, an affiliate of CST Global LLC, was a member of the Legacy Nuburu board of directors. Curtis Maas, an affiliate of the Curtis N Maas Revocable Trust, was a member of the Legacy Nuburu board of directors. Ake Almgren resigned as a member of the Company's board of directors effective as of May 19, 2023. |
CONVERTIBLE NOTES PAYABLE - S_2
CONVERTIBLE NOTES PAYABLE - Summary of Sale of Company Notes to Related Parties (Parenthetical) (Details) | Mar. 31, 2023 |
David Seldin [Member] | |
Debt Conversion [Line Items] | |
Percentage of capital stock | 5% |
CONVERTIBLE PREFERRED STOCK - A
CONVERTIBLE PREFERRED STOCK - Additional Information (Details) | 2 Months Ended | 3 Months Ended | |||||||
Jan. 31, 2023 $ / shares shares | Aug. 30, 2022 USD ($) $ / shares shares | Jan. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) Days $ / shares shares | Mar. 31, 2022 USD ($) | Mar. 10, 2023 shares | Jan. 30, 2023 shares | Dec. 31, 2022 $ / shares shares | ||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares issued | 31,323,904 | 33,585,544 | 5,556,857 | ||||||
Preferred stock, shares issued | 3,038,905 | 23,237,703 | |||||||
Preferred stock, aggregate purchase price | $ | $ 188,890 | ||||||||
Preferred stock, shares outstanding | 3,038,905 | 23,237,703 | |||||||
Common stock, shares outstanding | 31,323,904 | 33,585,544 | 5,556,857 | ||||||
Price per share | $ / shares | $ 10 | ||||||||
Amended and Restated Sponsor Support and Forfeiture Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 1,150,000 | ||||||||
Founder shares forfeited | 8,355,393 | ||||||||
Amended and Restated Sponsor Support and Forfeiture Agreement [Member] | Nautilus Maser Fund, L.P. [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares transferred | 150,000 | ||||||||
Amended and Restated Sponsor Support and Forfeiture Agreement [Member] | Cohen & Company Capital Markets [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares transferred | 50,000 | ||||||||
Engagement Letter with Anzu Partners [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Payment to business combination | $ | $ 500,000 | ||||||||
Warrant with strike price | $ / shares | $ 0.01 | ||||||||
Number of outstanding warrants to purchase shares | 500,000 | ||||||||
Accrued expenses | $ | $ 500,000 | ||||||||
Stock Purchase Agreement [Member] | Wilson Sonsini Goodrich & Rosati [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares issued | 195,452 | ||||||||
Preferred stock, shares issued | 195,452 | ||||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion of preferred stock in to common stock | 23,237,703 | ||||||||
Issuance of Legacy Nuburu Series C preferred stock, shares | 3,675,976 | ||||||||
Conversion of shares | 1,361,787 | 1,361,787 | [1] | ||||||
Number of outstanding warrants to purchase shares | 1,167,557 | ||||||||
Legacy Nuburu's [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares issued | 10,782,091 | ||||||||
Preferred stock, shares issued | 40,392,723 | ||||||||
Preferred stock, shares outstanding | 40,392,723 | ||||||||
Common stock, shares outstanding | 10,782,091 | 2,642,239 | |||||||
Percentage of common stock to be received | 99% | ||||||||
Equity awards, shares issued | 7,132,467 | ||||||||
Legacy Nuburu's [Member] | Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion of shares | 2,642,239 | ||||||||
Number of outstanding warrants to purchase shares | 4,000,000 | ||||||||
Conversion Rights [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Price per share | $ / shares | $ 11.50 | ||||||||
Minimum VWAP percentage | 115% | ||||||||
Preferred stock convertible threshold minimum percentage of voting stock outstanding | 9.99% | ||||||||
Conversion rate of preferred stock into common stock | $ / shares | $ 10 | ||||||||
Conversion Rights [Member] | Certificate of Designations [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion rate of preferred stock into common stock | $ / shares | $ 5 | ||||||||
Mandatory Conversion [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Threshold percentage of conversion price for mandatory conversion | 200% | ||||||||
Conversion price trading days | Days | 20 | ||||||||
Conversion price trading days period | 30 days | ||||||||
Series A Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares issued | 3,038,905 | 23,237,703 | |||||||
Preferred stock, shares outstanding | 3,038,905 | 23,237,703 | |||||||
Conversion of shares | 1,361,787 | ||||||||
Conversion rate of preferred stock into common stock | $ / shares | $ 10 | ||||||||
Series A Preferred Stock [Member] | Amended and Restated Sponsor Support and Forfeiture Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares outstanding | 650,000 | ||||||||
Series A Preferred Stock [Member] | Legacy Nuburu's [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares issued | 15,478 | ||||||||
Series A Preferred Stock [Member] | Tailwind [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares issued | 316,188 | ||||||||
Series A Preferred Stock [Member] | Conversion Rights [Member] | Certificate of Designations [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion rate of preferred stock into common stock | $ / shares | $ 5 | ||||||||
Series C Preferred Stock [Member] | Legacy Nuburu's [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Purchase price per share | $ / shares | $ 5 | ||||||||
Issuance of Legacy Nuburu Series C preferred stock, shares | 1,166,372 | ||||||||
Preferred stock, aggregate purchase price | $ | $ 5,800,000 | ||||||||
[1] (1) The number of shares of convertible preferred stock and common stock issued and outstanding prior to the Business Combination have been retroactively adjusted by the Exchange Ratio to give effect to the reverse recapitalization treatment of the Business Combination. See Note 1 - Description of Business and Note 3 - Reverse Capitalization for more information. |
PUBLIC WARRANTS - Additional In
PUBLIC WARRANTS - Additional Information (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Jan. 31, 2023 | |
Common Stock [Member] | ||
Warrants | ||
Class of warrant or right outstanding | 1,167,557 | |
Public Warrants [Member] | ||
Warrants | ||
Class of warrant or right outstanding | 16,710,785 | 16,710,785 |
Warrants exercisable term after the completion of a business combination | 30 days | |
Warrants and rights outstanding term | 5 years | |
Public Warrants [Member] | Redemption of Warrants when Price per Share of Common Stock Equals or Exceeds $18.00 [Member] | ||
Warrants | ||
Redemption price per warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Stock price trigger for redemption of warrants (in dollars per share) | $ 18 | |
Threshold trading days for redemption of warrants | 20 days | |
Threshold consecutive trading days for redemption of warrants | 30 days | |
Threshold number of trading days before sending notice of redemption to warrant holders | 3 days | |
Public Warrants [Member] | Redemption of Warrants when Price per Share of Common Stock Equals or Exceeds $10.00 [Member] | ||
Warrants | ||
Redemption price per warrant (in dollars per share) | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Stock price trigger for redemption of warrants (in dollars per share) | $ 10 | |
Threshold trading days for redemption of warrants | 20 days | |
Threshold consecutive trading days for redemption of warrants | 30 days | |
Threshold number of trading days before sending notice of redemption to warrant holders | 3 days | |
Public Warrants [Member] | Redemption of Warrants when Price per Share of Common Stock less than $18.00 [Member] | ||
Warrants | ||
Stock price trigger for redemption of warrants (in dollars per share) | $ 18 | |
Threshold trading days for redemption of warrants | 20 days | |
Threshold consecutive trading days for redemption of warrants | 30 days | |
Public Warrants [Member] | Common Stock [Member] | ||
Warrants | ||
Stock price (in dollars per share) | $ 11.50 |
STOCK BASED COMPENSATION - Addi
STOCK BASED COMPENSATION - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 463,978 | $ 69,455 |
Options granted | 0 | |
2022 Plan | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares available for grant | 7,900,000 | |
ESPP | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares available for grant | 400,000 | |
Consultants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 117,089 | $ 21,017 |
Restricted Stock Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total grant date fair value of RSUs awarded | 0 | 3,316,950 |
Total grant date fair value of RSUs vested | 849,870 | 0 |
Unrecognized stock-based compensation costs | $ 2,272,305 | |
Unrecognized stock-based compensation costs, remaining weighted average period | 2 years 9 months 18 days | |
Stock Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unrecognized stock-based compensation costs | $ 2,496,838 | |
Unrecognized stock-based compensation costs, remaining weighted average period | 1 year 2 months 12 days | |
Agrgregate instrinsic value of options exercised | $ 0 | $ 2,155,938 |
Stock options expiration period | 10 years | |
Stock options vesting period | 4 years | |
Remainder vesting period | 3 years | |
Stock vesting percentage | 25% | |
Stock Options [Member] | Employees and Consultants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted-average grant date fair value of options granted | $ 0 | $ 2.79 |
STOCK BASED COMPENSATION - Sche
STOCK BASED COMPENSATION - Schedule of Stock-Based Compensation Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 463,978 | $ 69,455 |
Cost of Sales [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 128,743 | 30,290 |
Research and Development [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 136,765 | (252) |
Selling and Marketing [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 11,687 | 7,478 |
General and Administrative [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 186,783 | $ 31,939 |
STOCK BASED COMPENSATION - Sc_2
STOCK BASED COMPENSATION - Schedule of Restricted Stock Units (Details) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Number of Shares, RSUs Unvested at December 31, 2022 | 542,706 |
Number of Shares, RSUs vested | (139,095) |
Number of Shares, RSUs Unvested at March 31, 2023 | 403,611 |
Number of Shares, Vested and unreleased | 139,095 |
Number of Shares, Outstanding at March 31, 2023 | 542,706 |
RSUs Weighted-Average Grant Date Fair Value | |
Weighted Average Grant Date Fair Value, RSUs Unvested at December 31, 2022 | $ / shares | $ 6.11 |
Weighted Average Grant Date Fair Value, RSUs Vested | $ / shares | 6.11 |
Weighted Average Grant Date Fair Value, RSUs Unvested at March 31, 2023 | $ / shares | $ 6.11 |
STOCK BASED COMPENSATION - Summ
STOCK BASED COMPENSATION - Summary of Stock Options Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | ||
Options outstanding at December 31, 2022 | 3,133,270 | |
Options granted | 0 | |
Options cancelled or forfeited | (33,500) | |
Options outstanding at March 31, 2023 | 3,099,770 | 3,133,270 |
Options exercisable at March 31, 2023 | 1,835,961 | |
Options vested and expected to vest at March 31, 2023 | 3,099,770 | |
Weighted-Average Exercise Price | ||
Options outstanding at December 31, 2022 | $ 4.35 | |
Options cancelled or forfeited | 5.97 | |
Options outstanding at March 31, 2023 | 4.35 | $ 4.35 |
Options exercisable at March 31, 2023 | 3.59 | |
Options vested and expected to vest at March 31, 2023 | $ 4.35 | |
Weighted-Average Remaining Contractual Life (Years) | ||
Options outstanding | 7 years 7 months 6 days | 7 years 10 months 24 days |
Options exercisable at March 31, 2023 | 7 years | |
Options vested and expected to vest at March 31, 2023 | 7 years 7 months 6 days | |
Aggregate Intrinsic Value | ||
Options outstanding | $ 1,621,691 | $ 5,484,316 |
Options exercisable at March 31, 2023 | 1,456,141 | |
Options vested and expected to vest at March 31, 2023 | $ 1,621,691 |
STOCK BASED COMPENSATION - Su_2
STOCK BASED COMPENSATION - Summary of Assumptions Utilized for Option Grants (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Expected term (in years) | 5 years |
Expected volatility | 36% |
Risk-free interest rate | 2.20% |
Expected dividend yield | 0% |
INCOME TAX - Additional Informa
INCOME TAX - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 0 | $ 0 |
Minimum percentage increase in ownership by 5% shareholders during a three-year testing period | 50% |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Calculating Diluted Earnings Per Share (Details) - shares | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amount | 26,291,976 | 4,181,782 | |
Stock options outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amount | 3,099,770 | 2,448,693 | |
Warrants to purchase Common Stock - liability classified | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amount | 16,710,785 | ||
Warrants to purchase Common Stock - equity classified | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amount | 1,167,557 | ||
Unvested restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amount | 403,611 | 542,706 | |
If Converted Common Stock From Series A Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amount | [1] | 6,077,810 | |
If-converted common shares from Legacy Nuburu convertible notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amount | 22,826 | ||
[1] Assumes that all shares of Series A Preferred Stock are converted into Common Stock at a conversion rate equal to $ 10.00 divided by $ 5.00 , representing the maximum number of shares issuable to holders of Series A Preferred Stock. |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Calculating Diluted Earnings Per Share (Parenthetical) (Details) | Mar. 31, 2023 $ / shares |
Conversion Rights [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Conversion rate of preferred stock into common stock | $ 10 |
Certificate of Designations [Member] | Conversion Rights [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Conversion rate of preferred stock into common stock | 5 |
Series A Preferred Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Conversion rate of preferred stock into common stock | 10 |
Series A Preferred Stock [Member] | Certificate of Designations [Member] | Conversion Rights [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Conversion rate of preferred stock into common stock | $ 5 |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Details) - USD ($) | Apr. 01, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | |||
Common stock, value | $ 3,359 | $ 1,077 | |
Subsequent Event [Member] | Lincoln Park [Member] | |||
Subsequent Event [Line Items] | |||
Common stock, value | $ 2,100,000 |