BURUD 8-K
Nuburu, Inc. (BURUD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 Results of Operations and Financial Condition.
On November 9, 2023, Nuburu, Inc. ("Nuburu" or the "Company") issued a press release announcing its financial results for the quarter ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8‑K and is incorporated herein by reference.
The information furnished in this Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number |
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Description |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Nuburu, Inc. |
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Date: |
November 9, 2023 |
By: |
/s/ Brian Knaley |
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Name: Title: |
Brian Knaley |
Exhibit 99.1
NUBURU, Inc. Announces Third Quarter 2023 Results and Operational Updates
- NUBURU Successfully Completes Contract Awarded by U.S. Air Force -
- Awarded Purchase Order from Major Multinational Electronics Manufacturer -
Centennial, Colo. — November 9, 2023 — NUBURU, Inc. (“NUBURU” or the "Company") (NYSE American: BURU), a leading innovator in high-power and high-brightness industrial blue laser technology, today announced its financial results for the third quarter ended September 30, 2023.
Operational Updates
"Our third-quarter results reflect supply chain restrictions mostly in-line with our expectations entering the second half of 2023," commented Brian Knaley, Chief Executive Officer of NUBURU. "During Q3, we however faced additional headwinds from the integration of our systems into customer applications and subsequently experienced delays in the shipment of our products. I’m confident that the solutions we have developed will not only enhance our BL-250 product offering but also streamline the manufacturing process to improve the application and integration of our technologies within their respective end-markets going forward. With the anticipation of a rebound in deliveries of our laser systems during the fourth quarter of 2023, we have adjusted our full year 2023 outlook accordingly and are eagerly awaiting the positive impact of our technological improvements.”
Ron Nicol, Executive Chairman of NUBURU added: “The purchase order we’ve received from a major multinational electronics manufacturer stands as a testimony for the unbroken inbound of interest in our cutting-edge blue laser technology. Our focus is now on further strengthening our distribution network. Combining the current growing end-markets with our extensive IP and upcoming one-kilowatt blue laser system, NUBURU is well positioned to drive commercial success and execute against its long-term growth strategy.”
Financial Results for the Third Quarter Ended September 30, 2023, as Compared to the Third Quarter Ended September 30, 2022
Revised Full Year 2023 Financial Outlook
The Company revises its 2023 outlook to total revenue of $2.1 million, EBITDA(1) in the range of $(18) million and $(21) million, and free cash flow(1) to be in the range of $(17) million and $(20) million. The Company believes that it has access to sufficient sources of capital to fund this business plan.
Conference Call and Webcast
NUBURU will hold a conference call to discuss financial results on Thursday, November 9, 2023, at 2:30 p.m. MT / 4:30 p.m. ET. The dial-in number is (888) 259-6580 for domestic callers, conference ID 73449372. A live webcast of the conference call will be available on the investor relations page of NUBURU's corporate website at http://ir.nuburu.net/events-and-presentations/default.aspx.
After the live webcast, a replay will remain available online on the investor relations page of NUBURU's website, under "Events & Presentations" for 90 days following the call.
_________
(1) EBITDA and Free cash flow are non-GAAP financial measures. See “Non-GAAP Information” below for our definitions of, and additional information about, EBITDA and Free cash flow and for a reconciliation to the most directly comparable U.S. GAAP financial measures.
About NUBURU®
Founded in 2015, NUBURU, INC. (NYSE American: BURU) is a developer and manufacturer of industrial blue lasers that leverage fundamental physics and their high-brightness, high-power design to produce faster, higher quality welds and parts than current lasers can provide in laser welding and additive manufacturing of copper, gold, aluminum and other industrially important metals. NUBURU’s industrial blue lasers produce minimal to defect-free welds that are up to eight times faster than the traditional approaches — all with the flexibility inherent to laser processing. For more information, please visit www.nuburu.net.
Non-GAAP Measures
This release includes GAAP and non-GAAP income and per-share earnings data and other GAAP and non-GAAP financial information. We believe that non-GAAP financial information, when taken collectively and in context, may be helpful to investors in assessing our operating performance and trends and in comparing our financial measures with those of comparable companies that may present similar non-GAAP financial measures. The non-GAAP measures included in this release are not in accordance with, or an alternative for, similar measures calculated under generally accepted accounting principles and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Nuburu believes EBITDA and Free Cash Flow are useful in evaluating our operational performance. We use this non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We also use these non-GAAP measures to assess performance against business objectives, make business decisions, develop budgets, forecast future periods, assess trends, and evaluate financial impacts of various scenarios. Additionally, we believe that these non-GAAP measures, in combination with our financial results calculated in accordance with GAAP, provide investors with additional perspective. To gain a complete picture of all effects on our financial results from any and all events, management does (and investors should) rely upon the GAAP measures as well, as the items excluded from non-GAAP measures may contribute to not accurately reflecting the underlying performance of the company’s continuing operations for the period in which they are incurred. Furthermore, the use of non-GAAP measures has limitations in that such measures do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP, and these measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures.
Forward-Looking Statements
This press release contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including certain financial forecasts and projections and relationships with customers and third parties. All statements other than statements of historical fact contained in this press release may be forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “seek,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by NUBURU and its management, are inherently uncertain and many factors may cause the company’s actual results to differ
materially from current expectations which include, but are not limited to: (1) manufacturing and delivery of products could be delayed by supply constraints, manufacturing capacity constraints, shortages of skilled labor, unexpected defects or bugs in the manufacturing process or the product, and other risks typical for highly sophisticated products, particularly at an early stage of manufacturing ramp; (2) delays or other difficulties in product development,(3) the inability to access sufficient capital, whether from Lincoln Park Capital or other sources, to operate as anticipated; (4) customers may order fewer products than anticipated, (5) the Company may receive less revenue than anticipated from multi-year, multi-company government contracts, (6) failure to retain and recruit key personnel, including key executives and skilled engineers, could compromise the Company’s ability to sell products or to develop new products in timely fashion; (6) the Company could be adversely affected by other economic, business and competitive factors, including volatility in the financial system and markets caused by geopolitical and economic factors; and (7) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in NUBURU’s most recent periodic report on Form 10-K or Form 10-Q and other documents filed with the Securities and Exchange Commission from time to time. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. NUBURU does not give any assurance that it will achieve its expected results. NUBURU assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by applicable law.
Contact:
Investor Relations:
Cody Slach & Ralf Esper
Gateway Group, Inc.
[email protected]
(949) 574-3860
Media Relations:
Zach Kadletz & Anna Rutter
Gateway Group, Inc.
[email protected]
(949) 574-3860
NUBURU, INC.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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2023 |
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2022 |
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2023 |
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2022 |
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Revenue |
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$ |
186,743 |
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$ |
868,153 |
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$ |
1,710,794 |
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$ |
1,005,528 |
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Cost of revenue |
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1,115,703 |
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1,832,036 |
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4,813,404 |
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3,653,980 |
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Gross margin |
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(928,960 |
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(963,883 |
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(3,102,610 |
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(2,648,452 |
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Operating expenses: |
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Research and development |
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1,348,450 |
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1,066,161 |
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4,300,166 |
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2,684,694 |
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Selling and marketing |
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523,627 |
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95,670 |
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1,066,289 |
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603,629 |
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General and administrative |
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2,335,605 |
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1,757,104 |
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8,409,877 |
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4,131,477 |
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Total operating expenses |
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4,207,682 |
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2,918,935 |
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13,776,332 |
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7,419,800 |
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Loss from operations |
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(5,136,642 |
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(3,882,818 |
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(16,878,942 |
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(10,068,252 |
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Interest income |
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46,998 |
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14,875 |
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91,914 |
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19,178 |
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Interest expense |
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(162,765 |
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(55,276 |
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(175,149 |
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(57,490 |
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Other income, net |
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167,108 |
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— |
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1,002,647 |
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— |
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Loss before provision for income taxes |
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$ |
(5,085,301 |
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$ |
(3,923,219 |
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$ |
(15,959,530 |
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$ |
(10,106,564 |
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Provision for income taxes |
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— |
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— |
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— |
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— |
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Net loss and comprehensive loss |
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$ |
(5,085,301 |
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$ |
(3,923,219 |
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$ |
(15,959,530 |
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$ |
(10,106,564 |
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Net loss per share, basic and diluted |
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$ |
(0.14 |
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$ |
(0.71 |
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$ |
(0.50 |
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$ |
(1.86 |
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Weighted-average common shares used to compute net loss per share attributable to common stockholders, basic and diluted |
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35,425,105 |
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5,537,557 |
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31,955,539 |
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5,421,056 |
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NUBURU, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
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September 30, |
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December 31, |
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(Unaudited) |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
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$ |
1,626,730 |
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$ |
2,880,254 |
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Accounts receivable, net |
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469,904 |
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327,200 |
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Inventories, net of allowance of $1,047,830 and $292,990, respectively |
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1,086,741 |
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972,695 |
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Deferred financing costs |
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65,000 |
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4,258,515 |
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Prepaid expenses and other current assets |
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579,244 |
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46,737 |
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Total current assets |
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3,827,619 |
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8,485,401 |
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Property and equipment, net |
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4,763,058 |
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3,771,849 |
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Construction in progress |
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59,672 |
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188,912 |
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Right-of-use assets |
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410,188 |
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641,651 |
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Other assets |
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34,359 |
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34,359 |
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TOTAL ASSETS |
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$ |
9,094,896 |
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$ |
13,122,172 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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Current liabilities |
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Accounts payable |
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$ |
4,184,347 |
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$ |
4,456,587 |
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Accrued expenses |
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1,669,842 |
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2,312,118 |
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Current portion of operating lease liability |
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366,033 |
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343,049 |
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Contract liabilities |
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230,075 |
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178,750 |
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Current portion of convertible notes payable |
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— |
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7,300,000 |
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Total current liabilities |
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6,450,297 |
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14,590,504 |
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Operating lease liability |
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95,409 |
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373,907 |
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Convertible notes payable |
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6,713,241 |
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— |
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Warrant liabilities |
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334,216 |
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— |
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TOTAL LIABILITIES |
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13,593,163 |
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14,964,411 |
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Commitments and Contingencies (Note 6) |
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Stockholders’ Equity (Deficit) |
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Convertible preferred stock, $0.0001 par value; 50,000,000 shares authorized; 3,038,905 and 23,237,703 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively |
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304 |
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4,040 |
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Common stock, $0.0001 par value; 250,000,000 shares authorized; 35,554,624 and 5,556,857 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively |
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3,555 |
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1,077 |
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Additional paid-in capital |
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72,649,712 |
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59,344,952 |
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Accumulated deficit |
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(77,151,838 |
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(61,192,308 |
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Total Stockholders’ Equity (Deficit) |
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(4,498,267 |
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(1,842,239 |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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$ |
9,094,896 |
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$ |
13,122,172 |
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Key Operating and Financial Metrics (Non-GAAP Results)
The following tables present our key performance indicators for the three months ended September 30, 2023.
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Three Months Ended |
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2023 |
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2022 |
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$ Change |
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Revenue |
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$ |
186,743 |
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$ |
868,153 |
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$ |
(681,410 |
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Total gross margin |
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(928,960 |
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(963,883 |
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34,923 |
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EBITDA(1) |
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(4,824,579 |
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(3,782,921 |
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(1,041,658 |
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Capital expenditures |
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(317,038 |
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(96,803 |
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(220,235 |
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Free cash flow(1) |
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(4,876,411 |
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(2,654,369 |
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(2,222,042 |
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The following tables present our key performance indicators for the nine months ended September 30, 2023.
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Nine Months Ended |
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2023 |
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2022 |
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$ Change |
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Revenue |
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$ |
1,710,794 |
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$ |
1,005,528 |
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$ |
705,266 |
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Total gross margin |
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(3,102,610 |
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(2,648,452 |
) |
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(454,158 |
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EBITDA(1) |
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(15,506,324 |
) |
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(9,687,713 |
) |
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(5,818,611 |
) |
Capital expenditures |
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(1,142,910 |
) |
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(282,275 |
) |
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(860,635 |
) |
Free cash flow(1) |
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(14,402,091 |
) |
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(7,570,111 |
) |
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(6,831,980 |
) |
(1) EBITDA and Free cash flow are non-GAAP financial measures. See “Non-GAAP Information” below for our definitions of, and additional information about, EBITDA and Free cash flow and for a reconciliation to the most directly comparable U.S. GAAP financial measures.
Non-GAAP Information
In addition to our results determined in accordance with GAAP, we believe the following non-GAAP measures are useful in evaluating our operational performance. We use the following non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively and in context, may be helpful to investors in assessing our operating performance and trends and in comparing our financial measures with those of comparable companies that may present similar non-GAAP financial measures.
EBITDA and Free Cash Flow
We define “EBITDA” as income (loss), plus (minus) depreciation and amortization expenses, plus (minus) interest, plus (minus) taxes and “Free cash flow” as net cash from (used in) operating activities less capital expenditures. EBITDA and Free cash flow are intended as supplemental measures of our performance that are neither required by, nor presented in accordance with, GAAP and these measures should not be considered a substitute for net income (loss), and net cash used in operating activities reported in accordance with GAAP. Our computation of EBITDA and Free cash flow may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate EBITDA or Free cash flow in the same fashion.
Limitations of Non-GAAP Measures
There are a number of limitations related to EBITDA, including the following:
Because of these and other limitations, EBITDA and Free cash flow should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Free cash flow on a supplemental basis. You should review the reconciliation of our net loss to EBITDA and net loss to Free cash flow below and not rely on any single financial measure to evaluate our business.
Our presentation of EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items and our presentation of Free cash flow does not necessarily indicate whether cash flows will be sufficient to fund our cash needs.
Reconciliation
The following table reconciles our net loss (the most directly comparable GAAP measure to EBITDA) to EBITDA for the periods presented:
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Three Months Ended |
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Nine Months Ended |
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2023 |
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2022 |
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2023 |
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2022 |
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Net loss |
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$ |
(5,085,301 |
) |
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$ |
(3,923,219 |
) |
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$ |
(15,959,530 |
) |
|
$ |
(10,106,564 |
) |
Interest (income) expense, net |
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|
115,767 |
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|
40,401 |
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|
83,235 |
|
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|
38,312 |
|
Income tax expense |
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|
— |
|
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|
— |
|
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|
— |
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|
— |
|
Depreciation and amortization |
|
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144,955 |
|
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|
99,897 |
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|
369,971 |
|
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|
380,539 |
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EBITDA |
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$ |
(4,824,579 |
) |
|
$ |
(3,782,921 |
) |
|
$ |
(15,506,324 |
) |
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$ |
(9,687,713 |
) |
The following table reconciles our net cash used in operating activities (the most directly comparable GAAP measure to Free Cash Flow) to Free cash flow for the three months ended September 30, 2023.
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Three Months Ended |
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2023 |
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2022 |
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Net cash used in operating activities |
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$ |
(4,559,373 |
) |
|
$ |
(2,557,566 |
) |
Capital expenditures |
|
|
(317,038 |
) |
|
|
(96,803 |
) |
Free cash flow |
|
$ |
(4,876,411 |
) |
|
$ |
(2,654,369 |
) |
The following table reconciles our net cash used in operating activities (the most directly comparable GAAP measure to Free Cash Flow) to Free cash flow for the nine months ended September 30, 2023.
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Nine Months Ended |
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2023 |
|
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2022 |
|
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Net cash used in operating activities |
|
$ |
(13,259,181 |
) |
|
$ |
(7,287,836 |
) |
Capital expenditures |
|
|
(1,142,910 |
) |
|
|
(282,275 |
) |
Free cash flow |
|
$ |
(14,402,091 |
) |
|
$ |
(7,570,111 |
) |
Source: NUBURU, Inc.