Nuburu Inc. filed SEC Form 8-K: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: |
(Former Name or Former Address, if Changed Since Last Report)
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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Trading |
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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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
During the preparation of the Company's consolidated financial statements as of and for the year ended December 31, 2024, the Company identified the following two misstatements:
The Board of Directors and management, upon the recommendation of the Audit Committee of the Board of Directors, concluded on April 11, 2025 that the Company’s previously issued financial statements as of and for the year ended December 31, 2023 and unaudited condensed consolidated financial statements as of and for each of the interim quarterly periods ended March 31, 2024, June 30, 2024 and September 30, 2024 should no longer be relied upon due to material misstatements, and that the Company would restate such financial statements to (i) properly reclassify the amortization of debt issuance costs within interest expense and (ii) properly account for the impact to principal, accrued interest, interest expense and loss on extinguishment of debt related to the exchange of the Senior Convertible Notes.
The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item
4.02 with WithumSmith+Brown, P.C. (“Withum”), the Company’s independent registered public accounting firm.
The Company determined that these errors were the result of a material weakness in internal control over financial reporting that is reported in management’s report on internal control over financial reporting as of December 31, 2024 in Part II, Item 9A, “Controls and Procedures” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 10-K”).
The Company has not filed, and does not intend to file, amendments to the previously filed Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, but instead is restating its unaudited interim condensed consolidated financial statements in the 2024 10-K.
The corrections to (i) the year ended December 31, 2023 presented in the 2024 10-K and (ii) the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024 to be presented in the Company's upcoming Form 10-Qs to be filed during 2025 are as follows:
Consolidated Balance Sheets
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As of December 31, 2023 |
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Originally Reported |
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Senior Convertible Notes Restatement Adjustment |
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As |
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LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT |
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Accrued expenses |
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$ |
2,750,305 |
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$ |
(250,648 |
) |
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$ |
2,499,657 |
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Total current liabilities |
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$ |
10,028,688 |
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$ |
(250,648 |
) |
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$ |
9,778,040 |
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Convertible notes payable |
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$ |
6,713,241 |
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$ |
254,710 |
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$ |
6,967,951 |
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Total liabilities |
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$ |
19,217,817 |
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$ |
4,062 |
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$ |
19,221,879 |
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Stockholders’ Deficit |
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Accumulated deficit |
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$ |
(97,286,789 |
) |
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$ |
(4,062 |
) |
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$ |
(97,290,851 |
) |
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Total Stockholders’ Deficit |
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$ |
(32,541,859 |
) |
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$ |
(4,062 |
) |
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$ |
(32,545,921 |
) |
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As of March 31, 2024 |
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Originally Reported |
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Senior Convertible Notes Restatement Adjustment |
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As |
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LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT |
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Accrued expenses |
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$ |
3,248,847 |
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$ |
(246,202 |
) |
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$ |
3,002,645 |
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Total current liabilities |
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$ |
12,441,326 |
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$ |
(246,202 |
) |
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$ |
12,195,124 |
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Convertible notes payable |
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$ |
6,713,241 |
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$ |
254,710 |
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$ |
6,967,951 |
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Total liabilities |
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$ |
21,509,495 |
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$ |
8,507 |
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$ |
21,518,002 |
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Stockholders’ Deficit |
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Accumulated deficit |
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$ |
(102,987,442 |
) |
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$ |
(4,445 |
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$ |
(102,991,887 |
) |
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Total Stockholders’ Deficit |
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$ |
(37,430,270 |
) |
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$ |
(4,445 |
) |
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$ |
(37,434,715 |
) |
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As of June 30, 2024 |
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Originally Reported |
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Senior Convertible Notes Restatement Adjustment |
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As |
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LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT |
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Accrued expenses |
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$ |
4,316,645 |
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$ |
(246,332 |
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$ |
4,070,313 |
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Total current liabilities |
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$ |
13,502,361 |
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$ |
(246,332 |
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$ |
13,256,029 |
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Convertible notes payable |
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$ |
5,385,147 |
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$ |
204,321 |
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$ |
5,589,468 |
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Total liabilities |
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$ |
19,339,515 |
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$ |
(42,011 |
) |
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$ |
19,297,504 |
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Stockholders’ Deficit |
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Accumulated deficit |
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$ |
(115,674,830 |
) |
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$ |
48,505 |
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$ |
(115,626,325 |
) |
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Total Stockholders’ Deficit |
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$ |
(34,841,521 |
) |
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$ |
48,505 |
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$ |
(34,793,016 |
) |
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As of September 30, 2024 |
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Originally Reported |
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Senior Convertible Notes Restatement Adjustment |
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As |
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LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT |
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Accrued expenses |
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$ |
4,443,179 |
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$ |
(244,997 |
) |
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$ |
4,198,182 |
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Total current liabilities |
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$ |
15,672,672 |
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$ |
(244,997 |
) |
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$ |
15,427,675 |
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Convertible notes payable |
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$ |
4,511,880 |
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$ |
171,188 |
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$ |
4,683,068 |
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Total liabilities |
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$ |
20,266,885 |
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$ |
(73,809 |
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$ |
20,193,076 |
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Stockholders’ Deficit |
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Accumulated deficit |
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$ |
(120,052,352 |
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$ |
31,797 |
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$ |
(120,020,555 |
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Total Stockholders’ Deficit |
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$ |
(36,343,647 |
) |
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$ |
31,797 |
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$ |
(36,311,850 |
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Consolidated Statements of Operations
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Year Ended December 31, 2023 |
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Originally Reported |
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Junior Note Debt Issuance Cost Restatement Adjustment |
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Senior Convertible Notes Restatement Adjustment |
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As |
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General and administrative |
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$ |
11,223,449 |
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$ |
(105,924 |
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$ |
- |
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$ |
11,117,525 |
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Interest expense |
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$ |
754,549 |
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$ |
105,924 |
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$ |
4,062 |
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$ |
864,535 |
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Loss before provision for income taxes |
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$ |
(20,706,384 |
) |
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$ |
- |
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$ |
(4,062 |
) |
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$ |
(20,710,446 |
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Net loss and comprehensive loss |
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$ |
(20,706,384 |
) |
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$ |
- |
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$ |
(4,062 |
) |
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$ |
(20,710,446 |
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Net loss per common share, basic and diluted |
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$ |
(0.63 |
) |
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$ |
- |
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$ |
- |
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$ |
(0.63 |
) |
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Three Months Ended March 31, 2024 |
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Originally Reported |
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Junior Note Debt Issuance Cost Restatement Adjustment |
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Senior Convertible Notes Restatement Adjustment |
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As |
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General and administrative |
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$ |
2,889,345 |
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$ |
(236,550 |
) |
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$ |
- |
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$ |
2,652,795 |
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Interest expense |
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$ |
950,867 |
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$ |
236,550 |
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$ |
4,445 |
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$ |
1,191,862 |
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Loss before provision for income taxes |
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$ |
(5,700,653 |
) |
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$ |
- |
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$ |
(4,445 |
) |
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$ |
(5,705,098 |
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Net loss and comprehensive loss |
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$ |
(5,700,653 |
) |
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$ |
- |
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$ |
(4,445 |
) |
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$ |
(5,705,098 |
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Net loss per common share, basic and diluted |
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$ |
(0.15 |
) |
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$ |
- |
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$ |
- |
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$ |
(0.15 |
) |
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Three Months Ended June 30, 2024 |
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Originally Reported |
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Junior Note Debt Issuance Cost Restatement Adjustment |
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Senior Convertible Notes Restatement Adjustment |
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As |
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General and administrative |
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$ |
2,111,018 |
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$ |
(170,570 |
) |
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$ |
- |
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$ |
1,940,448 |
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Interest expense |
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$ |
941,614 |
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$ |
170,570 |
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$ |
3,769 |
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$ |
1,115,953 |
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Loss on extinguishment of debt |
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$ |
10,346,108 |
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$ |
- |
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$ |
(52,274 |
) |
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$ |
10,293,834 |
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Loss before provision for income taxes |
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$ |
(12,687,388 |
) |
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$ |
- |
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$ |
48,505 |
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$ |
(12,638,883 |
) |
Net loss and comprehensive loss |
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$ |
(12,687,388 |
) |
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$ |
- |
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$ |
48,505 |
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$ |
(12,638,883 |
) |
Net loss per common share, basic and diluted |
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$ |
(7.60 |
) |
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$ |
- |
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$ |
0.03 |
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$ |
(7.57 |
) |
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Six Months Ended June 30, 2024 |
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Originally Reported |
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Junior Note Debt Issuance Cost Restatement Adjustment |
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Senior Convertible Notes Restatement Adjustment |
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As |
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General and administrative |
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$ |
5,000,363 |
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$ |
(407,120 |
) |
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$ |
- |
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$ |
4,593,243 |
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Interest expense |
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$ |
1,892,481 |
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$ |
407,120 |
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$ |
8,214 |
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$ |
2,307,815 |
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Loss on extinguishment of debt |
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$ |
10,346,108 |
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$ |
- |
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$ |
(52,274 |
) |
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$ |
10,293,834 |
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Loss before provision for income taxes |
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$ |
(18,388,041 |
) |
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$ |
- |
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$ |
44,060 |
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$ |
(18,343,981 |
) |
Net loss and comprehensive loss |
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$ |
(18,388,041 |
) |
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$ |
- |
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$ |
44,060 |
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$ |
(18,343,981 |
) |
Net loss per common share, basic and diluted |
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$ |
(14.18 |
) |
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$ |
- |
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$ |
0.03 |
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$ |
(14.15 |
) |
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Three Months Ended September 30, 2024 |
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Originally Reported |
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Junior Note Debt Issuance Cost Restatement Adjustment |
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Senior Convertible Notes Restatement Adjustment |
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As |
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General and administrative |
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$ |
1,941,085 |
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$ |
(144,311 |
) |
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$ |
- |
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$ |
1,796,774 |
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Interest expense |
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$ |
929,046 |
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$ |
144,311 |
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$ |
3,250 |
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$ |
1,076,607 |
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Loss on extinguishment of debt |
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$ |
1,339,017 |
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$ |
- |
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$ |
(35,048 |
) |
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$ |
1,303,969 |
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Loss before provision for income taxes |
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$ |
(4,377,522 |
) |
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$ |
- |
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$ |
31,797 |
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$ |
(4,345,725 |
) |
Net loss and comprehensive loss |
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$ |
(4,377,522 |
) |
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$ |
- |
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$ |
31,797 |
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$ |
(4,345,725 |
) |
Net loss per common share, basic and diluted |
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$ |
(1.12 |
) |
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$ |
- |
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$ |
0.01 |
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$ |
(1.11 |
) |
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Nine Months Ended September 30, 2024 |
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Originally Reported |
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Junior Note Debt Issuance Cost Restatement Adjustment |
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Senior Convertible Notes Restatement Adjustment |
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As |
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General and administrative |
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$ |
6,941,448 |
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$ |
(551,431 |
) |
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$ |
- |
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|
$ |
6,390,017 |
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Interest expense |
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$ |
2,821,527 |
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$ |
551,431 |
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$ |
11,464 |
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$ |
3,384,422 |
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Loss on extinguishment of debt |
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$ |
11,685,125 |
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$ |
- |
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$ |
(87,322 |
) |
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$ |
11,597,803 |
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Loss before provision for income taxes |
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$ |
(22,765,563 |
) |
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$ |
- |
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$ |
75,857 |
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$ |
(22,689,706 |
) |
Net loss and comprehensive loss |
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$ |
(22,765,563 |
) |
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$ |
- |
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$ |
75,857 |
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$ |
(22,689,706 |
) |
Net loss per common share, basic and diluted |
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$ |
(10.45 |
) |
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$ |
- |
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$ |
0.03 |
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$ |
(10.41 |
) |
Consolidated Statements of Cash Flows
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Year Ended December 31, 2023 |
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Originally Reported |
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Senior Convertible Notes Restatement Adjustment |
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As |
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Net Loss |
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$ |
(20,706,384 |
) |
|
$ |
(4,062 |
) |
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$ |
(20,710,446 |
) |
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Changes in operating assets and liabilities: Accrued expenses |
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$ |
111,939 |
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|
$ |
4,062 |
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|
$ |
116,001 |
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Three Months Ended March 31, 2024 |
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Originally Reported |
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Senior Convertible Notes Restatement Adjustment |
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As |
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|||
Net Loss |
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$ |
(5,700,653 |
) |
|
$ |
(4,445 |
) |
|
$ |
(5,705,098 |
) |
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Changes in operating assets and liabilities: Accrued expenses |
|
$ |
520,042 |
|
|
$ |
4,445 |
|
|
$ |
524,487 |
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|
|
|
Six Months Ended June 30, 2024 |
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|||||||||
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Originally Reported |
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|
Senior Convertible Notes Restatement Adjustment |
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|
As |
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|||
Net Loss |
|
$ |
(18,388,041 |
) |
|
$ |
44,060 |
|
|
$ |
(18,343,981 |
) |
|
Adjustments to reconcile net loss to net cash used in operating activities: Loss on extinguishment of debt |
|
$ |
10,346,108 |
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|
$ |
(52,274 |
) |
|
$ |
10,293,834 |
|
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Changes in operating assets and liabilities: Accrued expenses |
|
$ |
1,693,890 |
|
|
$ |
8,214 |
|
|
$ |
1,702,104 |
|
|
|
|
Nine Months Ended September 30, 2024 |
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|
|||||||||
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Originally Reported |
|
|
Senior Convertible Notes Restatement Adjustment |
|
|
As |
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|
|||
Net Loss |
|
$ |
(22,765,563 |
) |
|
$ |
75,857 |
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|
$ |
(22,689,706 |
) |
|
Adjustments to reconcile net loss to net cash used in operating activities: Loss on extinguishment of debt |
|
$ |
11,685,125 |
|
|
$ |
(87,322 |
) |
|
$ |
11,597,803 |
|
|
Changes in operating assets and liabilities: Accrued expenses |
|
$ |
1,964,723 |
|
|
$ |
11,464 |
|
|
$ |
1,976,187 |
|
|
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: |
April 15, 2025 |
By: |
/s/ Alessandro Zamboni |
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Alessandro Zamboni |