What the changes say
- Nuburu added several risks related to its aggressive Transformation Plan, M&A activities, debt service, and internal control weaknesses.
What changed since the prior 10-K
New
- NewRisks Relating to Our Business and Operations
There is no guarantee that our acquisitions of interests in Tekne, SYME or Orbit will close
Acquisitions of Tekne, SYME, and Orbit face closing uncertainties and require various approvals.
- NewRisks Relating to Our Business and Operations
In connection with our planned acquisitions of interests in Tekne, SYME and Orbit, we have provided funding to them and may be unable to recoup those payments if the acquisitions do not close
The company provided $37,400,000 in funding to Tekne, SYME, and Orbit that may not be recouped if deals fail.
- NewRisks Relating to Our Business and Operations
We face a number of risks related to our strategic transactions
Strategic transactions under the Transformation Plan carry risks of integration difficulties, regulatory hurdles, and management distraction.
- NewRisks Relating to Our Business and Operations
An investment in our Common Stock carries a high degree of risk and stockholders may not be adequately compensated for the business and financial risks associated with an investment in our Common Stock
Investing in Common Stock is speculative, with no certainty of return or capital preservation.
- NewRisks Relating to Our Business and Operations
We may make acquisitions or form joint ventures that are unsuccessful
Limited funds and complex integration issues may make acquisitions and joint ventures unsuccessful.
- NewRisks Relating to Our Business and Operations
Related party investments include interests of members of our management that may differ from interests of other investors
Related party investments negotiated by the Executive Chairman and Co-CEOs create potential conflicts of interest.
- NewRisks Relating to Our Business and Operations
We may be unable to satisfy our significant debt service obligations, which could have an adverse effect on our business, financial condition, results of operations and cash flows
The $25,000,000 YA Debenture requires monthly principal and interest payments of $2,777,778 beginning March 2026, which operating cash flows may not cover.
- NewRisks Relating to Our Business and Operations
The Debenture and other financing documents with YA contain restrictions on our actions that may limit our operational flexibility or otherwise adversely affect our results of operations
YA financing covenants restrict operational flexibility, debt incurrence, and variable rate transactions.
- NewRisks Relating to Litigation and Regulation
Litigation, regulatory actions, and compliance issues could subject us to significant fines, penalties, judgments, remediation costs, negative publicity, and requirements resulting in increased expenses
Legal proceedings and compliance issues could cause significant fines, penalties, and negative publicity.
- NewRisk Relating to Intellectual Property
subject to claims that we or these individuals have, inadvertently or otherwise, misappropriated the intellectual property or disclosed the alleged trade secrets or other proprietary information, of these former employers or competitors
Claims regarding misappropriated intellectual property from former employers of employees or consultants could block product sales.
- NewOther Risks
sophistication, frequency and severity. As a result, any control enhancements that may be made to our controls may not be successful in avoiding our becoming a victim to further cyber-related crimes
Control enhancements may fail to prevent cyber-related crimes and system disruptions.
- NewRisks Relating to Being a Public Company
reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. Effective internal control over financial reporting is necessary for us to provide reliable financial reporting and prevent fraud
Material weaknesses in internal controls over complex financial instruments and wire-transfer authorization led to a fraudulent disbursement.
- NewRisks Relating to Being a Public Company
Our quarterly results and key metrics are likely to fluctuate significantly and may not fully reflect the underlying performance of our business
- NewRisks Relating to Being a Public Company
As disclosed in this report and prior filings with the SEC, we have issued a significant number of shares of Common Stock and warrants and convertible notes that may be converted into shares of Common Stock
- NewRisks Relating to Being a Public Company
We issued 11,176,651 shares of Common Stock to Indigo Capital LP (“Indigo”) upon exercise of a pre-funded warrant issued to Indigo on February 6, 2026, in exchange for the extinguishment and cancellation of 844,938 shares of our Series A Preferred Stock held by Indigo
- NewRisks Relating to Being a Public Company
Our outstanding convertible notes, preferred stock, and warrants contain anti-dilution protection, which may cause significant dilution to our stockholders
- NewRisks Relating to Being a Public Company
Our Common Stock is subordinated to our Preferred Stock
- NewRisks Relating to Being a Public Company
Because there are no current plans to pay cash dividends on our Common Stock or Preferred Stock for the foreseeable future, you may not receive any return on investment unless you sell your shares for a price greater than that which you originally paid
Dropped
- DroppedRisks Relating to Being a Public Company
We are an “emerging growth company,” and our election to comply with the reduced disclosure requirements as a public company may make our Common Stock less attractive to investors
- DroppedRisks Relating to Being a Public Company
If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired
- DroppedRisks Relating to Being a Public Company
The Company may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Public Warrants worthless
Reworded
- 88% rewrittenRisks Relating to Being a Public Company
We have received a Notice of Noncompliance from the NYSE American and the NYSE American may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions
Added the specific receipt of a Notice of Noncompliance from NYSE Regulation on April 29, 2025 regarding Section 1003(a)(i) stockholders' equity requirements.
Was: NYSE American may delist the Company’s securities from trading on its exchange, which could limit investors’ ability to make transactions in its securities and subject the Company to additional trading restrictions
- 83% rewrittenRisks Relating to Being a Public Company
Future sales of substantial amounts of our Common Stock in the public markets, or the perception that such sales could occur, could cause the market price of our Common Stock to drop significantly, even if our business is doing well, and certain selling securityholders still may receive significant proceeds
Removed reference to selling securityholders purchasing securities significantly below current trading prices and realizing significant gains.
- 80% rewrittenRisk Relating to Intellectual Property
We may be subject to claims that we or our employees have misappropriated the intellectual property of a third party, including trade secrets or know-how, or are in breach of non-competition or non-solicitation agreements with our competitors
Truncated the discussion on misappropriated intellectual property risks.
- 75% rewrittenRisks Relating to Being a Public Company
Anti-takeover provisions in our Governing Documents could delay or prevent a change of control
Changed references from company-specific terms to general pronouns regarding anti-takeover provisions.
- 72% rewrittenOther Risks
Cyber-attacks and other disruptions, security breaches, and incidents could have an adverse effect on our business, harm our reputation, and expose us to liability
Updated phrasing from company-specific to general pronouns regarding cyber-attacks and security breaches.
- 63% rewrittenRisks Relating to Being a Public Company
If securities analysts do not publish research or reports about our business or if they downgrade our stock or our industry, our stock price and trading volume could decline
Updated phrasing from company-specific to general pronouns regarding analyst research and stock price impact.
Was: If securities analysts do not publish research or reports about the Company’s business or if they downgrade the Company’s stock or the Company’s industry, the Company’s stock price and trading volume could decline
- 44% rewrittenRisks Relating to Being a Public Company
These broad market and industry fluctuations may adversely affect the market price of Common Stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of Common Stock is low
Updated phrasing from company-specific to general pronouns regarding market volatility and securities litigation.
Was: These broad market and industry fluctuations may adversely affect the market price of Common Stock, regardless of the Company’s actual operating performance. In addition, price volatility may be greater if the public float and trading volume of Common Stock is low
- 39% rewrittenRisks Relating to Being a Public Company
The redemption of our Preferred Stock may require a significant amount of cash and may result in adverse tax consequences
Clarified the Inflation Reduction Act of 2022 in relation to the 1% excise tax on Preferred Stock redemption.
- 38% rewrittenRisks Relating to Our Business and Operations
Our limited operating history makes evaluating our business, the risks and challenges we may face and our future prospects difficult
Was: Our limited operating history make evaluating our business, the risks and challenges we may face and our future prospects difficult
- 32% rewrittenRisks Relating to Our Business and Operations
We use novel technologies, and potential customers may be hesitant to make a significant investment in our technology or switch from the technology they are currently using
Was: We use novel technologies to produce blue wavelength lasers, and potential customers may be hesitant to make a significant investment in our technology or switch from the technology they are currently using
- 28% rewrittenRisks Relating to Litigation and Regulation
We must comply with and could be impacted by various export controls and trade and economic sanctions laws and regulations that could negatively affect our business and may change due to diplomatic and political considerations outside of our control
- 23% rewrittenRisks Relating to Our Business and Operations
We are an early-stage company with a history of losses. We have not been profitable historically and may not be able to achieve profitability in the future
All 54 risk factors
Headings as the filing states them, in filing order.
Risks Relating to Our Business and Operations
- 01We are an early-stage company with a history of losses. We have not been profitable historically and may not be able to achieve profitability in the future23% rewritten
- 02the potential loss of valuable existing employees or customers as a result of our entering into a strategic transaction with a counterparty with whom they may not wish to continue in an employment or commercial relationship
- 03Our growth objectives require substantial capital that we may be unable to obtain, or may only obtain at a cost or under terms that adversely affect our cash flows, financial condition and results of operations
- 04We may have difficulty managing growth in our business, which could adversely affect our financial condition and results of operations
- 05We may experience difficulties in integrating acquired assets into our business and in realizing the expected benefits of an acquisition
- 06We may face antitrust and other legal challenges
- 07Our limited operating history makes evaluating our business, the risks and challenges we may face and our future prospects difficult38% rewritten
- 08Our products and services involve a lengthy sales and installation cycle, and if we fail to close sales on a regular and timely basis it could harm our business. The long sales cycles for our products may cause us to incur significant expenses without offsetting revenues
- 09If we fail to meet our customers’ price expectations, demand for our products could be negatively impacted and our business and results of operations could suffer
- 10We anticipate that we will derive a portion of our revenue from government entities, and significant changes in the contracting or fiscal policies of such government entities could have an adverse effect on our business and operating results
- 11We are highly dependent on key executives and if we are unable to attract and retain key employees and hire qualified management, technical, engineering, and sales personnel, our ability to compete and successfully grow our business could suffer
- 12Our expectations and targets regarding the times when we will launch our products depend in large part upon assumptions, estimates, measurements, testing, analyses and data developed and performed by us, which if incorrect or flawed, could have a material adverse effect on our actual operating results and performance
- 13We expect to incur significant research and development expenses and devote substantial resources to commercializing new products, which could increase our losses and negatively impact our ability to achieve or maintain profitability
- 14Our insurance coverage may not adequately protect us from harm or losses we may suffer
- 15There is no assurance that we will be able to execute on our business model
- 16Expanding operations internationally will subject us to a variety of risks and uncertainties that could adversely affect our business and operating results
- 17We use novel technologies, and potential customers may be hesitant to make a significant investment in our technology or switch from the technology they are currently using32% rewritten
- 18Our market is characterized by rapid technological changes demanding a significant investment in research and development, and, if we fail to address changing market conditions, our business and operating results will be harmed
- 19There is no guarantee that our acquisitions of interests in Tekne, SYME or Orbit will closeNew
- 20In connection with our planned acquisitions of interests in Tekne, SYME and Orbit, we have provided funding to them and may be unable to recoup those payments if the acquisitions do not closeNew
- 21We face a number of risks related to our strategic transactionsNew
- 22An investment in our Common Stock carries a high degree of risk and stockholders may not be adequately compensated for the business and financial risks associated with an investment in our Common StockNew
- 23We may make acquisitions or form joint ventures that are unsuccessfulNew
- 24Related party investments include interests of members of our management that may differ from interests of other investorsNew
- 25We may be unable to satisfy our significant debt service obligations, which could have an adverse effect on our business, financial condition, results of operations and cash flowsNew
- 26The Debenture and other financing documents with YA contain restrictions on our actions that may limit our operational flexibility or otherwise adversely affect our results of operationsNew
Risks Relating to Litigation and Regulation
- 27Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business and results of operations
- 28Litigation, regulatory actions, and compliance issues could subject us to significant fines, penalties, judgments, remediation costs, negative publicity, and requirements resulting in increased expensesNew
- 29Laws, regulations, and rules relating to privacy, information security, and data protection could increase our costs and adversely affect our business opportunities. In addition, the ongoing costs of complying with such laws, regulations, and rules could be significant
- 30We must comply with and could be impacted by various export controls and trade and economic sanctions laws and regulations that could negatively affect our business and may change due to diplomatic and political considerations outside of our control28% rewritten
- 31We could be liable for environmental damages resulting from our operations, which could impact our reputation, our business, and our operating results
Risk Relating to Intellectual Property
- 32Further, the laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the United States
- 33We may be subject to third-party claims of infringement, misappropriation or other violations of intellectual property rights, or other claims challenging our agreements related to intellectual property, which may be time consuming and costly to defend, and could result in substantial liability
- 34redesign our products or means of production, which may not be possible or cost-effective
- 35A company may attempt to commercialize competing products utilizing our proprietary design, trademarks or trade names in foreign countries where we do not have any patents or patent applications and where legal recourse may be limited. This may have a significant commercial impact on our foreign business operations
- 36We may be subject to claims that we or our employees have misappropriated the intellectual property of a third party, including trade secrets or know-how, or are in breach of non-competition or non-solicitation agreements with our competitors80% rewritten
- 37subject to claims that we or these individuals have, inadvertently or otherwise, misappropriated the intellectual property or disclosed the alleged trade secrets or other proprietary information, of these former employers or competitorsNew
- 38If we are unable to protect the confidentiality of our other proprietary information, our business and competitive position may be harmed
Other Risks
- 39Cyber-attacks and other disruptions, security breaches, and incidents could have an adverse effect on our business, harm our reputation, and expose us to liability72% rewritten
- 40sophistication, frequency and severity. As a result, any control enhancements that may be made to our controls may not be successful in avoiding our becoming a victim to further cyber-related crimesNew
Risks Relating to Being a Public Company
- 41We have received a Notice of Noncompliance from the NYSE American and the NYSE American may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions88% rewritten
- 42reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. Effective internal control over financial reporting is necessary for us to provide reliable financial reporting and prevent fraudNew
- 43Our management has limited experience in operating a public company
- 44Our quarterly results and key metrics are likely to fluctuate significantly and may not fully reflect the underlying performance of our businessNew
- 45The redemption of our Preferred Stock may require a significant amount of cash and may result in adverse tax consequences39% rewritten
- 46These broad market and industry fluctuations may adversely affect the market price of Common Stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of Common Stock is low44% rewritten
- 47If securities analysts do not publish research or reports about our business or if they downgrade our stock or our industry, our stock price and trading volume could decline63% rewritten
- 48Future sales of substantial amounts of our Common Stock in the public markets, or the perception that such sales could occur, could cause the market price of our Common Stock to drop significantly, even if our business is doing well, and certain selling securityholders still may receive significant proceeds83% rewritten
- 49As disclosed in this report and prior filings with the SEC, we have issued a significant number of shares of Common Stock and warrants and convertible notes that may be converted into shares of Common StockNew
- 50We issued 11,176,651 shares of Common Stock to Indigo Capital LP (“Indigo”) upon exercise of a pre-funded warrant issued to Indigo on February 6, 2026, in exchange for the extinguishment and cancellation of 844,938 shares of our Series A Preferred Stock held by IndigoNew
- 51Anti-takeover provisions in our Governing Documents could delay or prevent a change of control75% rewritten
- 52Our outstanding convertible notes, preferred stock, and warrants contain anti-dilution protection, which may cause significant dilution to our stockholdersNew
- 53Our Common Stock is subordinated to our Preferred StockNew
- 54Because there are no current plans to pay cash dividends on our Common Stock or Preferred Stock for the foreseeable future, you may not receive any return on investment unless you sell your shares for a price greater than that which you originally paidNew
Other Nuburu 10-Ks
- FY2024 10-K risk factors39 risks
Nuburu's risks are heavily dominated by going concern doubts, capital scarcity, and execution hurdles in commercializing blue laser technology.
Filed Apr 15, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.