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1、 As filed with the Securities and Exchange Commission on June 6,2025 Registration No.333-UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,D.C.20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 NUBURU,INC.(Exact name of Registrant as specified in its charter)Delaware369

2、085-1288435(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)7442 S Tucson Way,Suite 130 Centennial,CO 80112 Telephone:(720)767-1400(Address,including zip code,and telephone number,including area c

3、ode,of Registrants principal executive offices)Alessandro ZamboniExecutive Chairman 7442 S Tucson Way,Suite 130 Centennial,CO 80112 Telephone:(720)767-1400(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Amy BowlerHolland&Hart LLP555 17th Stree

4、t,Suite 3200Denver,CO 80202-3921Tel:(303)295-8000 Approximate date of commencement of proposed sale to the public:From time to time after the effective date of this Registration Statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursua

5、nt to Rule 415 under the Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check the following box and list the Securities Act registration statement number of the earlier effe

6、ctive registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

7、If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the Registrant is a

8、large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company or an emerging growth company.See the definitions of“large accelerated filer”,“accelerated filer”,“smaller reporting company”and“emerging growth company”in Rule 12b-2 of the Exchange Act.(Check one):Larg

9、e accelerated filer Accelerated filer Non-accelerated filerSmaller reporting company Emerging growth companyIf 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 standard

10、s provided to Section 7(a)(2)(B)of the Securities Act.The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall th

11、ereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until the registration statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant to said Section 8(a),may determine.2025/6/10 09:37S-1https:/www.sec.gov/

12、Archives/edgar/data/1814215/000095017025083330/buru-20250606.htm1/218 The information in this prospectus is not complete and may be changed.We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.This prospectus is not an offer

13、 to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.SUBJECT TO COMPLETION,DATED JUNE 6,2025PRELIMINARY PROSPECTUS NUBURU,INC.Up to 20 million Shares of Common StockThis prospectus of Nuburu,Inc.,a Delaware corporat

14、ion(the“Company”or“Nuburu”),relates to the resale by YA II PN,LTD.(the“Selling Stockholder”)of up to 20 million shares(“Offered Shares”)of our common stock,par value$0.0001 per share(“Common Stock”).The shares of Common Stock to which this prospectus relates have been or may be issued by us to the S

15、elling Stockholder pursuant to the Standby Equity Purchase Agreement,dated as of May 30,2025,by and between the Company and the Selling Stockholder(the“SEPA”).The Offered Shares include(i)up to 17,334,754 shares of Common Stock that may be issued to the Selling Stockholder pursuant to the SEPA,and(i

16、i)2,665,246 shares of Common Stock that we have issued or will issue to the Selling Stockholder,50%are required to be issued in connection with the execution of the SEPA and the remaining 50%will be issued 90 days following the date of the SEPA,as consideration for its commitment to purchase shares

17、of our Common Stock in one or more purchases that we may,in our sole discretion,direct them to make,from time to time.We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our Common Stock by the Selling Stockholder.However,we may receive u

18、p to$97 million aggregate gross proceeds from sales of Common Stock we may elect to make to the Selling Stockholder pursuant to the SEPA prior to or after the date of this prospectus.See“The Standby Equity Facility”for a description of the SEPA and“Selling Stockholder”for additional information rega

19、rding the Selling Stockholder.The Selling Stockholder may sell or otherwise dispose of the Common Stock described in this prospectus in a number of different ways and at varying prices.See“Plan of Distribution”for more information about how the Selling Stockholder may sell or otherwise dispose of th

20、e Common Stock pursuant to this prospectus.The Selling Stockholder is considered an“underwriter”within the meaning of Section 2(a)(11)of the Securities Act of 1933,as amended(the“Securities Act”).We will pay the expenses incurred in registering under the Securities Act the offer and sale of the shar

21、es of Common Stock to which this prospectus relates by the Selling Stockholder,including legal and accounting fees.See section titled“Plan of Distribution”beginning on page 79 of this prospectus.We are an“emerging growth company”as defined in Section 2(a)of the Securities Act and are subject to redu

22、ced public company reporting requirements.This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.Our Common Stock is traded on the NYSE American under the symbol“BURU.”On May 30,2025,the last quoted sale price for our Common Stock as reported on the

23、 NYSE American was$0.3680 per share.We have not listed,nor do we intend to list,our preferred stock on any securities exchange or nationally recognized trading system.Investing in our securities involves a high degree of risk.Before buying any securities,you should carefully read the discussion of t

24、he risks of investing in our securities in the section titled“Risk Factors”beginning on page 9 of this prospectus.You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto.We have not authorized anyone to provide you with different informat

25、ion.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.The date of this prospectus is June ,2025.2025/6/10

26、 09:37S-1https:/www.sec.gov/Archives/edgar/data/1814215/000095017025083330/buru-20250606.htm2/218 iTABLE OF CONTENTS PageAbout This ProspectusiiMarket and Industry DataiiTrademarksiiBasis of Presentation and GlossaryiiiCautionary Note Regarding Forward-Looking Statements 1Prospectus Summary3The Offe

27、ring8Risk Factors9The Standby Equity Purchase Agreement26Use of Proceeds30Determination of Offering Price30Market for Common Stock and Dividend Policy30Our Business30Managements Discussion and Analysis of Financial Condition and Results of Operations39Selling Stockholder56Description of Securities t

28、o Be Registered57Properties59Legal Proceedings60Executive Officers,Directors and Director Independence60Executive Compensation62Director Compensation65Security Ownership of Certain Beneficial Owners and Management67Certain Relationships and Related Party Transactions69Plan of Distribution79Legal Mat

29、ters80Experts80Where You Can Find More Information81Index to Financial StatementsF-1 2025/6/10 09:37S-1https:/www.sec.gov/Archives/edgar/data/1814215/000095017025083330/buru-20250606.htm3/218 iiABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with t

30、he U.S.Securities and Exchange Commission(the“SEC”).Under this registration process,the Selling Stockholder may,from time to time,sell the securities described in this prospectus.We will not receive any proceeds from the sale by the Selling Stockholder of the securities offered in this prospectus.We

31、 may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to this offering.The prospectus supplement or post-effective amendment may also add,update or change information conta

32、ined in this prospectus.If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment,you should rely on the prospectus supplement or post-effective amendment,as applicable.Before purchasing any securities,you should car

33、efully read this prospectus,any post-effective amendment,and any applicable prospectus supplement,together with the additional information described under the headings“Where You Can Find More Information”.Neither we nor the Selling Stockholder have authorized anyone to provide you with any informati

34、on or to make any representations other than those contained in this prospectus,any post-effective amendment,or any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you.We and the Selling Stockholder take no responsibility for and can provide no assurance

35、as to the reliability of any other information that others may give you.This prospectus is an offer to sell only the securities offered hereby,but only under circumstances and in jurisdictions where it is lawful to do so.You should not assume that the information contained in this prospectus or any

36、applicable prospectus supplement is accurate on any date subsequent to the date set forth on the front of the document,even though this prospectus or any applicable prospectus supplement is delivered,or securities are sold,on a later date.This prospectus contains summaries of certain provisions cont

37、ained in some of the documents described herein,but reference is made to the actual documents for complete information.All of the summaries are qualified in their entirety by the actual documents.Copies of some of the documents referred to herein have been filed,will be filed or will be incorporated

38、 by reference as exhibits to the registration statement of which this prospectus is a part,and you may obtain copies of those documents as described below under the section entitled“Where You Can Find More Information.”MARKET AND INDUSTRY DATA We obtained the industry and market data used throughout

39、 this prospectus from our own internal estimates and research,as well as from independent market research,industry and general publications and surveys,governmental agencies,publicly available information and research,surveys and studies conducted by third parties.Internal estimates are derived from

40、 publicly available information released by industry analysts and third-party sources,our internal research and our industry experience,and are based on assumptions made by us based on such data and our knowledge of our industry and market,which we believe to be reasonable.In some cases,we do not ex

41、pressly refer to the sources from which this data is derived.In addition,while we believe the industry and market data included in this prospectus is reliable and based on reasonable assumptions,such data involve material risks and other uncertainties and are subject to change based on various facto

42、rs,including those discussed in the section titled“Risk Factors.”These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties or by us.TRADEMARKS We use our registered trademark and trade name,such as NUBURU,in this prospectus

43、.This prospectus may also include trademarks,trade names and service marks that are the property of other organizations.Solely for convenience,trademarks,trade names and service marks referred to in this prospectus may appear without the and symbols,but those references are not intended to indicate

44、that we will not assert,to the fullest extent under applicable law,our rights,or that the applicable owner will not assert its rights,to these trademarks,trade names and service marks.We do not intend our use or display of other entities trade names,trademarks or service marks to imply a relationshi

45、p with,or endorsement or sponsorship of,any other entity.2025/6/10 09:37S-1https:/www.sec.gov/Archives/edgar/data/1814215/000095017025083330/buru-20250606.htm4/218 iiiBASIS OF PRESENTATION AND GLOSSARY As used in this prospectus,unless otherwise noted or the context otherwise requires,references to:

46、“2022 Plan”are to the Nuburu,Inc.2022 Equity Incentive Plan,which was adopted in connection with the Business Combination;“Anzu Holders”are to Anzu Partners and the Anzu SPVs;“Anzu Partners”are to Anzu Partners LLC;“Anzu Partners Warrant”are to the warrant issued by Legacy Nuburu to Anzu Partners wi

47、th a strike price of$0.01 per share for 500,000 shares of Preferred Stock,which was exercised in connection with the Closing;“Anzu Representative”are to the representative designated by Anzu Partners to be a member of the Companys board of directors pursuant to the Anzu Designee Letter Agreement;“An

48、zu SPVs”are to Anzu Nuburu LLC,Anzu Nuburu II LLC,Anzu Nuburu III LLC and Anzu Nuburu V LLC;“ASC”are to the Accounting Standards Codification;“ASU”are to the Accounting Standards Update;“Business Combination”are to the Merger and the other transactions consummated pursuant to the Business Combinatio

49、n Agreement,collectively;“Business Combination Agreement”are to that certain Business Combination Agreement(as it may be amended,supplemented or otherwise modified from time to time)by and among the Company,Merger Sub,and Legacy Nuburu,dated August 5,2022;“Bylaws”are to the Companys Amended and Rest

50、ated Bylaws;“Certificate of Designations”are to the Companys Certificate of Designations,which was filed on the Closing Date and which establishes the voting powers,designations,preferences and relative,participating,optional or other special rights,and the qualifications,limitations and restriction

51、s of the shares of Preferred Stock;“Certificate of Incorporation”are to the Companys Amended and Restated Certificate of Incorporation,which was filed on the Closing Date;“Closing”are to the closing of the Business Combination;“Closing Date”are to January 31,2023,the date of closing of the Business

52、Combination;“Code”are to the U.S.Internal Revenue Code;“Common Stock”are to shares of common stock,par value$0.0001 per share,of the Company;“Company”are to Nuburu,Inc.,a Delaware corporation f/k/a Tailwind Acquisition Corp.;“CST”are to Continental Stock Transfer&Trust Company;“DGCL”are to the Delaw

53、are General Corporation Law;“Effective Time”are to the effective time of the Merger;“ESPP”are to the Nuburu,Inc.2022 Employee Stock Purchase Plan,which was adopted in connection with the Business Combination;“Exchange Act”are to the Securities Exchange Act of 1934,as amended;“GAAP”are to generally a

54、ccepted accounting principles in the United States;“Governing Documents”are to the Certificate of Incorporation,the Certificate of Designations and the Bylaws;“IPO”are to our initial public offering,which was consummated on September 9,2020;“IRS”are to the Internal Revenue Service;“Legacy Nuburu”are

55、 to Nuburu Subsidiary,Inc.a Delaware corporation f/k/a Nuburu,Inc.;2025/6/10 09:37S-1https:/www.sec.gov/Archives/edgar/data/1814215/000095017025083330/buru-20250606.htm5/218 iv“Legacy Nuburu Common Stock”are to the shares of Legacy Nuburu common stock,par value$0.0001 per share;“Lincoln Park”are to

56、Lincoln Park Capital Fund,LLC,an Illinois limited liability company;“Lincoln Park Purchase Agreement”are to that certain Purchase Agreement(as it may be amended,supplemented or otherwise modified from time to time)by and among the Company,Legacy Nuburu and Lincoln Park,dated as of August 5,2022;“Mer

57、ger”are to the merger of Merger Sub with and into Legacy Nuburu,with Legacy Nuburu as the surviving company in the Business Combination,and after giving effect to such Merger,continuing as a wholly owned subsidiary of the Company;“Merger Sub”are to Compass Merger Sub,Inc.,a Delaware corporation and

58、wholly owned subsidiary of the Company prior to consummation of the Business Combination;“Nuburu”are to Nuburu,Inc.,a Delaware corporation f/k/a Tailwind Acquisition Corp.;“NYSE American”are to the NYSE American LLC;“NYSE”are to the New York Stock Exchange;“Preferred Stock”are to shares of Series A

59、preferred stock,par value$0.0001 per share,of the Company;“Preferred Stock Issuance”are to the issuance in the form of shares of Preferred Stock to the holders of record of Common Stock as of the close of business on the Closing Date(other than(a)stockholders of Legacy Nuburu who waived such stockho

60、lders entire right,title and interest in,to or under,any participation in the Preferred Stock Issuance(provided that such waiver did not apply with respect to shares of Common Stock received as a result of the conversion of any Company Note)and(b)the Sponsor,which waived,for no consideration,its rig

61、ht,title and interest in,to or under,a portion of the Preferred Stock Issuance,with one share of Preferred Stock issued in respect of each such share of Common Stock;“SEC”are to the United States Securities and Exchange Commission;“Securities Act”are to the Securities Act of 1933,as amended;“Sponsor

62、”are to Tailwind Sponsor LLC,a Delaware limited liability company and the sponsor of the Company prior to the Closing;“Tailwind”are to Tailwind Acquisition Corp.prior to giving effect to the Business Combination;Beneficial ownership throughout this prospectus with respect to the Companys stockholder

63、s is determined according to the rules of the SEC,which generally provide that a person has beneficial ownership of a security if he,she or it possesses sole or shared voting or investment power over that security,including options and warrants that are currently exercisable or exercisable within 60

64、 days of such disclosure.Unless specified otherwise,amounts in this prospectus are presented in United States dollars.Defined terms in the financial statements contained in this prospectus have the meanings ascribed to them in the financial statements.2025/6/10 09:37S-1https:/www.sec.gov/Archives/ed

65、gar/data/1814215/000095017025083330/buru-20250606.htm6/218 1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements.All statements other than statements of historical facts contained in this prospectus,including statements regarding our future results

66、 of operations and financial position,business strategy,and plans and objectives of management for future operations,are forward-looking statements.These statements involve known and unknown risks,uncertainties,and other important factors that are in some cases beyond our control and may cause our a

67、ctual results,performance,or achievements to be materially different from any future results,performance,or achievements expressed or implied by the forward-looking statements.In some cases,you can identify forward-looking statements because they contain words such as“may,”“will,”“should,”“expects,”

68、“plans,”“anticipates,”“could,”“intends,”“target,”“projects,”“contemplates,”“believes,”“estimates,”“predicts,”“potential,”or“continue”or the negative of these words or other similar terms or expressions that concern our expectations,strategy,plans,or intentions.Forward-looking statements contained in

69、 this prospectus include,but are not limited to,statements about:our ability to obtain required financing;our ability to maintain the listing of our common stock,par value of$0.0001 per share(the Common Stock)on a securities exchange;our ability to successfully implement key acquisitions;our success

70、 in retaining or recruiting,or changes required in,our officers,key employees,or directors,including the transition to a new management team in the first half of 2025;our public securities potential liquidity and trading;our ability to implement our announced business plan,including diversifying our

71、 assets;the fact that we have not achieved commercialization and our ability to achieve commercialization in the future;the outcome of any legal proceedings that may be instituted against us related to the Business Combination;existing regulations and regulatory developments in the United States and

72、 other jurisdictions;the need to hire additional personnel and our ability to attract and retain such personnel;our plans and ability to obtain,maintain,enforce,or protect intellectual property rights;our business,operations and financial performance,including:expectations with respect to financial

73、and business performance,including financial projections and business metrics and any underlying assumptions thereunder;expectations regarding future acquisitions,partnerships,or other relationships with third parties;future business plans and growth opportunities;expectations regarding product deve

74、lopment and pipeline;expectations regarding research and development efforts;expectations regarding market size;expectations regarding the competitive landscape;andfuture capital requirements and sources and uses of cash,including the ability to obtain additional capital in the future.2025/6/10 09:3

75、7S-1https:/www.sec.gov/Archives/edgar/data/1814215/000095017025083330/buru-20250606.htm7/218 2Forward-looking statements are not guarantees of performance.You should not put undue reliance on these statements,which speak only as of the date hereof.The forward-looking statements contained in this pro

76、spectus are based on our current expectations and beliefs concerning future developments and their potential effects on our business.There can be no assurance that future developments affecting our business will be those that we have anticipated.These forward-looking statements involve a number of r

77、isks,uncertainties(some of which are beyond our control),or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.These risks and uncertainties include,but are not limited to,those factors under t

78、he heading Risk Factors in this prospectus,as well as the following important factors:our ability to obtain financing;our ability to meet NYSE Americans continued listing standards;our ability to protect our intellectual property;whether the market embraces our products and investments;whether we ac

79、hieve commercialization in a timely manner;the outcome of any legal proceedings that may be instituted against us;our ability to retain or recruit key employees;costs related to being a public company;changes in applicable laws or regulations;the possibility that we may be adversely affected by econ

80、omic,business,or competitive factors;volatility in the markets caused by geopolitical and economic factors;andother risks and uncertainties set forth under the heading“Risk Factors”and elsewhere in this prospectus.Should one or more of these risks or uncertainties materialize,or should any of the as

81、sumptions prove incorrect,actual results may vary in material respects from those projected in these forward-looking statements.We do not undertake any obligation to update or revise any forward-looking statements,whether as a result of new information,future events or otherwise,except as may be req

82、uired under applicable securities laws.2025/6/10 09:37S-1https:/www.sec.gov/Archives/edgar/data/1814215/000095017025083330/buru-20250606.htm8/218 3PROSPECTUS SUMMARYThis summary highlights selected information included in this prospectus and does not contain all of the information that may be import

83、ant to you.You should read this entire document and its annexes and the other documents to which we refer before investing in our Common Stock.You should carefully consider,among other things,our financial statements and the related notes and the sections titled“Risk Factors,”“Business,”and“Manageme

84、nts Discussion and Analysis of Financial Condition and Results of Operations”included elsewhere in this prospectus.Unless the context otherwise requires,the terms“Nuburu,”the“Company,”“we,”“us,”and“our,”or other similar terminology,refer to Nuburu,Inc.and its consolidated subsidiaries.Corporate Hist

85、ory and Background We were originally incorporated in Delaware on July 21,2020 under the name“Tailwind Acquisition Corp.”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

86、 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”)an

87、d 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.The mailing address of our principal executive office is 7442 S Tucson Way,Suite 130,Centennial,CO 80112,and the telephone number of our prin

88、cipal executive office is(720)767-1400.Our investor relations website is located at https:/.Information contained on,or that can be accessed through,our website is not incorporated by reference into this prospectus,and you should not consider information on our website to be part of this prospectus.

89、The Standby Equity Purchase AgreementOn May 30,2025,the Company entered into a Standby Equity Purchase Agreement(the“SEPA”)with the Selling Stockholder pursuant to which the Company has the right to sell to the Selling Stockholder up to$100 million of its shares of Common Stock(the“Commitment Amount

90、”),subject to certain limitations and conditions set forth in the SEPA,from time to time during the term of the SEPA.In connection with the SEPA,the Company agreed to register for resale the Common Stock issued to the Selling Stockholder.Sales of shares of Common Stock to the Selling Stockholder und

91、er the SEPA,and the timing of any such sales,are at the Companys option,and the Company is under no obligation to sell any shares of Common Stock to the Selling Stockholder under the SEPA.Upon the satisfaction of the conditions to the Selling Stockholders purchase obligation set forth in the SEPA,in

92、cluding having a registration statement registering the resale of the shares of Common Stock issuable under the SEPA declared effective by the Securities and Exchange Commission,the Company will have the right,but not the obligation,from time to time at its discretion until the SEPA is terminated to

93、 direct the Selling Stockholder to purchase a specified number of shares of common stock(“Advance”)by delivering written notice to the Selling Stockholder(“Advance Notice”).While there is no mandatory minimum amount for any Advance,it may not exceed an amount equal to 100%of the average of the daily

94、 traded amount during the five consecutive trading days immediately preceding an Advance Notice.The shares of Common Stock purchased pursuant to an Advance delivered by the Company will be purchased at a price equal to 97%of the lowest daily VWAP of the shares of Common Stock during the three consec

95、utive trading days commencing on the date of the delivery of the Advance Notice,other than the daily VWAP on a day in which the daily VWAP is less than a minimum acceptable price as stated by the Company in the Advance Notice or there is no VWAP on the subject trading day,in which cases the size of

96、the Advance may be reduced to account for such day(s)in which the daily VWAP is less than the applicable minimum acceptable price or there is no VWAP.The Company may establish a minimum acceptable price in each Advance Notice below which the Company will not be obligated to make any sales to the Sel

97、ling Stockholder.“VWAP”is defined as the daily volume weighted average price of the shares of common stock for such trading day on the NYSE American during regular trading hours as reported by Bloomberg L.P.2025/6/10 09:37S-1https:/www.sec.gov/Archives/edgar/data/1814215/000095017025083330/buru-2025

98、0606.htm9/218 Under applicable NYSE American rules,in no event may the Company issue to the Selling Stockholder under the SEPA shares equal to greater than 19.99%of the shares of Common Stock outstanding immediately prior to the execution of the SEPA(the“Exchange Cap”),unless(i)the Company obtains s

99、tockholder approval to issue shares of Common Stock in excess of the Exchange Cap in accordance with applicable NYSE American rules,or(ii)the average price per share paid by the Selling Stockholder for all of the shares of Common Stock that the Company directs the Selling Stockholder to purchase fro

100、m the Company pursuant to the SEPA,if any,equals or exceeds the lower of(a)the official closing price of the Common Stock on NYSE American immediately preceding the execution of the SEPA and(b)the average official closing price of the Common Stock on NYSE American for the five consecutive trading da

101、ys immediately preceding the execution of the SEPA.In addition,in accordance with the terms of the SEPA,the Company may not issue or sell any shares of Common Stock to the Selling Stockholder under the SEPA which,when aggregated with all other shares of Common Stock then beneficially owned by the Se

102、lling Stockholder and its affiliates(as calculated pursuant to Section 13(d)of the Securities Exchange Act of 1934,as amended(the“Exchange Act”),and Rule 13d-3 thereunder),would result in the Selling Stockholders beneficially owning more than 4.99%of the then outstanding shares of Common Stock(the“B

103、eneficial Ownership Limitation”).The Company will control the timing and amount of any sales of shares of Common Stock to the Selling Stockholder.Actual sales of shares of Common Stock to the Selling Stockholder under the SEPA will depend on a variety of factors to be determined by the Company from

104、time to time,which may include,among other things,market conditions,the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for our business and operations.The SEPA will automatically terminate on the earlier of(i)the 36-month anniversary of t

105、he date of the SEPA or(ii)the date on which the Selling Stockholder shall have made payment of Advances pursuant to the SEPA for Common Stock equal to the Commitment Amount.We have the right to terminate the SEPA at no cost or penalty upon five(5)trading days prior written notice to the Selling Stoc

106、kholder,provided that(i)there are no outstanding Advance Notices for which shares of Common Stock need to be issued and(ii)the Company has paid all amounts owed to the Selling Stockholder pursuant to the SEPA.The Company and the Selling Stockholder may also agree to terminate the SEPA by mutual writ

107、ten consent.Neither the Company nor the Selling Stockholder may assign or transfer respective rights and obligations under the SEPA,and no provision of the SEPA may be modified or waived other than by an instrument in writing signed by both parties.As consideration for the Selling Stockholders commi

108、tment to purchase the shares of Common Stock pursuant the SEPA,we(i)paid the Selling Stockholder a structuring fee in the amount of$25,000 and(ii)agreed to pay a commitment fee in Common Stock in an amount equal to 1%of the Commitment Amount,or$1,000,000,to be paid 50%on execution of the SEPA and 50

109、%90 days following the date of the SEPA.The SEPA contains customary representations,warranties,conditions and indemnification obligations of the parties.The representations,warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates,w

110、ere solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.The net proceeds under the SEPA to the Company will depend on the frequency and prices at which the Company sells Common Stock to the Selling Stockholder.The Company

111、expects that any proceeds received from such sales to the Selling Stockholder will be used primarily for working capital and general corporate purposes and for purposes of implementing our previously announced Transformation Plan(defined below).Summary Risk Factors You should carefully read the“Risk

112、 Factors”beginning on page 9 and the other information included in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our Common Stock.Such risks include,but are not limited to:It is not possible to predict the actual number of shares we will sell

113、under the SEPA to the Selling Stockholder,or the actual gross proceeds resulting from those sales.Investors who buy shares at different times will likely pay different prices.We are engaged in multiple transactions and offerings of our securities.Future resales and/or issuances of shares of Common S

114、tock,including pursuant to this prospectus,may cause the market price of our shares to drop significantly and may dilute stockholders.We may use proceeds from sales of shares of our Common Stock made pursuant to the SEPA in ways with which you may not agree or in ways which may not yield a significa

115、nt return.2025/6/10 09:37S-1https:/www.sec.gov/Archives/edgar/data/1814215/000095017025083330/buru-20250606.htm10/21842025/6/10 09:37S-1https:/www.sec.gov/Archives/edgar/data/1814215/000095017025083330/buru-20250606.htm11/218 Sales of a substantial number of our securities in the public market by ou

116、r existing securityholders could cause the price of our shares of Common Stock to fall.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.We will require additional capital to finance our operatio

117、ns and implement our business plan and strategy and if we are unable to raise such capital when needed,or on acceptable terms,that could have a material adverse effect on our ability to meet our financial obligations and support continued growth and development.To achieve our growth objectives,our m

118、anagement will rely on a rapid succession of strategic acquisitions,investments and procurement arrangements,the pace and scope of which may have the potential to adversely affect the day-to-day operation of our business,and our cash flows,financial condition and results of operations.Our growth obj

119、ectives 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.We may have difficulty managing growth in our business,which could adversely affect our financial conditi

120、on and results of operations.We may experience difficulties in integrating acquired assets into our business and in realizing the expected benefits of an acquisition.We may face antitrust and other legal challenges.Our limited operating history makes evaluating our business,the risks and challenges

121、we may face and our future prospects difficult.Our 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 off

122、setting revenues.If 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.We anticipate that we will derive a portion of our revenue from government entities,and significant changes in the contrac

123、ting or fiscal policies of such government entities could have an adverse effect on our business and operating results.We 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 abilit

124、y to compete and successfully grow our business could suffer.Our 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

125、a material adverse effect on our actual operating results and performance.We 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 profita

126、bility.Our insurance coverage may not adequately protect us from harm or losses we may suffer.There is no assurance that we will be able to execute on our business model.Expanding operations internationally will subject us to a variety of risks and uncertainties that could adversely affect our busin

127、ess and operating results.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.Our market is characterized by rapid technological changes demanding a significant investment in resea

128、rch and development,and,if we fail to address changing market conditions,our business and operating results will be harmed.2025/6/10 09:37S-1https:/www.sec.gov/Archives/edgar/data/1814215/000095017025083330/buru-20250606.htm12/21852025/6/10 09:37S-1https:/www.sec.gov/Archives/edgar/data/1814215/0000

129、95017025083330/buru-20250606.htm13/218 Changes in laws or regulations,or a failure to comply with any laws and regulations,may adversely affect our business and results of operations.Litigation,regulatory actions,and compliance issues could subject us to significant fines,penalties,judgments,remedia

130、tion costs,negative publicity,and requirements resulting in increased expenses.Laws,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,re

131、gulations,and rules could be significant.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.We could

132、be liable for environmental damages resulting from our operations,which could impact our reputation,our business,and our operating results.We may be unable to protect,defend,maintain,or enforce our intellectual property rights for the intellectual property on which our business depends,including aga

133、inst existing or future competitors.Failure to protect defend,maintain and enforce that intellectual property could result in our competitors offering similar products,potentially adversely affecting our growth and success.We may be subject to third-party claims of infringement,misappropriation or o

134、ther 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.We may not be able to protect our intellectual property rights throughout the world.W

135、e 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.If we are unable to protect the confidentiality of our other

136、 proprietary information,our business and competitive position may be harmed.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.Natural disasters,unusual weather conditions,epidemic outbreaks

137、,terrorist acts,and political events could disrupt our business.Interruption or failure of our infrastructure could hurt our ability to effectively perform our daily operations and provide and produce our products and services,which could damage our reputation and harm our operating results.We have

138、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.We have had to restate previously issued

139、 consolidated financial statements and,as part of that process,we identified material weaknesses in our internal control over financial reporting.If we are unable to develop and maintain effective internal control over financial reporting,we may not be able to accurately report our financial results

140、 in a timely manner,which may adversely affect investor confidence in us and may adversely affect our business,financial condition and results of operations.We are an“emerging growth company,”and our election to comply with the reduced disclosure requirements as a public company may make our Common

141、Stock less attractive to investors.Our management has limited experience in operating 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.The redemption of our Preferred Stock may require a

142、significant amount of cash and may result in adverse tax consequences.The Companys stock price may change significantly and you could lose all or part of your investment as a result.2025/6/10 09:37S-1https:/www.sec.gov/Archives/edgar/data/1814215/000095017025083330/buru-20250606.htm14/21862025/6/10

143、09:37S-1https:/www.sec.gov/Archives/edgar/data/1814215/000095017025083330/buru-20250606.htm15/218 7 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.Future sales of substantial

144、 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.Anti-takeover provisio

145、ns in our Governing Documents could delay or prevent a change of control.Our outstanding convertible notes,preferred stock,and warrants contain anti-dilution protection,which may cause significant dilution to our stockholders.We may redeem your unexpired Public Warrants prior to their exercise at a

146、time that is disadvantageous to you,thereby making your Public Warrants worthless.Our Common Stock is subordinated to our Preferred Stock.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 inves

147、tment unless you sell your shares for a price greater than that which you originally paid.Implications of Being an Emerging Growth Company and a Smaller Reporting Company We are an“emerging growth company,”as defined in Section 2(a)of the Securities Act,and we may take advantage of certain exemption

148、s 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 auditor attestation requirements of Section 404(b)of the Sarbanes-Oxley Act of 2002(“Sarbanes-Oxley”),reduced

149、disclosure obligations regarding executive compensation in our 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

150、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 register

151、ed under the Exchange Act)are required to comply with the new or revised financial accounting standards.Under the JOBS Act,emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies.We have elected to avail ours

152、elves of this exemption from new or revised accounting standards and,therefore,will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.As a result,the information we provide will be different than the information that is av

153、ailable with respect to other public companies that are not emerging growth companies.This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has

154、 chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.We will remain an emerging growth company until the earlier of:(i)the last day of the fiscal year(a)following the fifth anniversary of the closing of our initi

155、al public offering,(b)in which we have total annual gross revenue of at least$1.235 billion or(c)in which we qualify as a“large accelerated filer”,which,in addition to certain other criteria,means the market value of our common equity that is held by non-affiliates exceeds$700 million as of the end

156、of the prior fiscal years second fiscal quarter or(ii)the date on which we have issued more than$1 billion in non-convertible debt securities during the prior three-year period.Additionally,we are a“smaller reporting company”as defined in Item 10(f)(1)of Regulation S-K.Smaller reporting companies ma

157、y take advantage of certain reduced disclosure obligations,including,among other things,providing only two years of audited financial statements.We will remain a smaller reporting company until the last day of the fiscal year in which(i)the market value of our ordinary shares held by non-affiliates

158、exceeds$250 million as of the prior June 30 or(ii)our annual revenue exceeded$100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds$700 million as of the prior June 30.2025/6/10 09:37S-1https:/www.sec.gov/Archives/edgar/data/1814215/

159、000095017025083330/buru-20250606.htm16/218 8THE OFFERING Issuer Nuburu,Inc.Common Stock offered by the Selling Stockholder20 million Shares of Common Stock.Common Stock outstanding(as of June 6,2025)62,158,526 Terms of the OfferingThe Selling Stockholder will determine when and how it sells all of t

160、he shares of Common Stock offered pursuant to this prospectus.Use of Proceeds We will not receive any proceeds from the resale of shares of Common Stock included in this prospectus by the Selling Stockholder.However,we may receive up to$97 million in aggregate gross proceeds under the SEPA from sale

161、s of Common Stock that we may elect to make to the Selling Stockholder pursuant to the SEPA,if any,from time to time in our sole discretion.We expect to use the net proceeds that we receive from sales of our Common Stock to the Selling Stockholder,if any,under the SEPA primarily for working capital

162、and general corporate purposes and for purposes of the transactions that are part of our Transformation Plan.We have not yet determined the amount of net proceeds to be used specifically for any of the foregoing purposes.Accordingly,we retain broad discretion over the use of the net proceeds from th

163、e sale of our Common Stock under the SEPA.The precise amount and timing of the application of such proceeds will depend upon our liquidity needs and the availability and cost of other capital over which we have little or no control.As of the date hereof,we cannot specify with certainty the particula

164、r uses for the net proceeds.See the section titled“Use of Proceeds.”Risk Factors You should carefully read the“Risk Factors”beginning on page 9 and the other information included in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our Common Stoc

165、k.NYSE American Symbol“BURU”for our Common Stock.Unless otherwise noted,the number of our shares of Common Stock outstanding excludes:158,336 shares issuable upon the exercise or vesting of compensatory equity awards;114,445 shares issuable upon conversion of preferred stock;1,632,187 shares issuabl

166、e upon exercise of outstanding warrants;21,049,863 shares issuable upon conversion of outstanding convertible notes assuming the conversion prices in effect as of June 2,2025;and6,086,957 shares issuable in connection with the Financial Support and Acknowledgement Agreement between the Company,Aless

167、andro Zamboni and SFE Equity Investments S.a.r.l.2025/6/10 09:37S-1https:/www.sec.gov/Archives/edgar/data/1814215/000095017025083330/buru-20250606.htm17/218 9RISK FACTORSInvesting in our securities involves a high degree of risk.You should carefully consider the risks described below and the other i

168、nformation in this prospectus.All of the aforementioned information may be relevant to decisions regarding an investment in or ownership of our securities.The occurrence of any of these risks could have a significant adverse effect on our reputation,business,financial condition,results of operations

169、,growth and ability to accomplish our strategic objectives.The risks described in this prospectus or any prospectus supplement are not the only ones we face.Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations an

170、d financial condition.Please also read carefully the section titled“Cautionary Note Regarding Forward-Looking Statements,”where we describe additional uncertainties associated with our business and the forward-looking statements included in this prospectus.Risks Relating to the SEPAIt is not possibl

171、e to predict the actual number of shares we will sell under the SEPA to the Selling Stockholder,or the actual gross proceeds resulting from those sales.On May 30,2025,we entered into the SEPA with the Selling Stockholder,pursuant to which the Selling Stockholder has committed to purchase up to$100 m

172、illion of shares of our Common Stock,subject to certain limitations and conditions set forth in the SEPA.The shares of our Common Stock that may be issued under the SEPA may be sold by us to the Selling Stockholder at our discretion from time to time for a period of up to 36 months,unless the SEPA i

173、s earlier terminated.We generally have the right to control the timing and amount of any sales of our shares of Common Stock to the Selling Stockholder under the SEPA.Sales of our Common Stock,if any,to the Selling Stockholder under the SEPA will depend upon market conditions and other factors to be

174、 determined by us.We may ultimately decide to sell to the Selling Stockholder all,some or none of the shares of our Common Stock that may be available for us to sell to the Selling Stockholder pursuant to the SEPA.Because the per share purchase price that the Selling Stockholder will pay for the Off

175、ered Shares in any transaction that we may elect to effect pursuant to the SEPA will be determined by reference to the VWAP during the applicable period,respectively,on the applicable purchase date,as of the date of this prospectus,it is not possible for us to predict the number of shares of Common

176、Stock that we will sell to the Selling Stockholder under the SEPA,the purchase price per share that the Selling Stockholder will pay for shares purchased from us under the SEPA,or the actual aggregate gross proceeds that we will receive from those purchases by the Selling Stockholder under the SEPA.

177、Although the SEPA provides that we may sell up to an aggregate of$100 million of our Common Stock to the Selling Stockholder,only 20 million shares of our Common Stock are being registered under the Securities Act for resale by the Selling Stockholder under the registration statement that includes t

178、his prospectus.If it becomes necessary for us to issue and sell to the Selling Stockholder under the SEPA more than the 20 million Offered Shares being registered in order to receive aggregate gross proceeds equal to$100 million under the SEPA,we must first file with the SEC one or more additional r

179、egistration statements to register such additional shares of our Common Stock,which the SEC must declare effective,in each case before we may elect to sell any additional shares of our Common Stock to the Selling Stockholder under the SEPA.Any issuance and sale by us under the SEPA of a substantial

180、amount of shares of Common Stock could cause additional substantial dilution to our stockholders.The number of shares of our Common Stock ultimately offered for sale by the Selling Stockholder is dependent upon the number of shares of Common Stock,if any,we ultimately elect to sell to the Selling St

181、ockholder under the SEPA.Investors who buy shares at different times will likely pay different prices.Pursuant to the SEPA,we will have discretion,subject to market demand,to vary the timing,prices and numbers of shares sold to the Selling Stockholder.If and when we do elect to sell shares of our Co

182、mmon Stock to the Selling Stockholder pursuant to the SEPA,after the Selling Stockholder has acquired such shares,the Selling Stockholder may resell all,some or none of such shares at any time or from time to time in its discretion and at different prices.As a result,investors who purchase shares fr

183、om the Selling Stockholder in this offering at different times will likely pay different prices for those shares and so may experience different levels of dilution,and in some cases substantial dilution,and different outcomes in their investment results.Investors may experience a decline in the valu

184、e of the shares they purchase from the Selling Stockholder in this offering as a result of future sales made by us to the Selling Stockholder at prices lower than the prices such investors paid for their shares in this offering.In addition,if we sell a substantial number of shares to the Selling Sto

185、ckholder under the SEPA,or if investors expect that we will do so,the actual sales of shares or the mere existence of our arrangement with the Selling Stockholder may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherw

186、ise wish to effect such sales.2025/6/10 09:37S-1https:/www.sec.gov/Archives/edgar/data/1814215/000095017025083330/buru-20250606.htm18/218 10We are engaged in multiple transactions and offerings of our securities.Future resales and/or issuances of shares of Common Stock,including pursuant to this pro

187、spectus,may cause the market price of our shares to drop significantly and may dilute stockholders.If all of the 20 million shares offered for resale by the Selling Stockholder under this prospectus were issued and outstanding as of the date hereof(without taking into account the 19.99%Exchange Cap

188、limitation or the Beneficial Ownership Limitation contained in the SEPA),such shares would represent approximately 24%of the total number of outstanding shares of Common Stock and approximately 63%of the total number of outstanding shares of Common Stock held by non-affiliates of our Company,in each

189、 case as of June 6,2025.Sales of a substantial number of our shares of Common Stock in the public market by the Selling Stockholder or by our other existing stockholders,or the perception that those sales might occur,could depress the market price of our shares of Common Stock and could impair our a

190、bility to raise capital through the sale of additional equity securities.In addition to the shares being registered with this prospectus,the Company anticipates filing a registration statement with the SEC for purposes of registering the resale from time to time of up to approximately 85,126,255 sha

191、res of Common Stock(representing approximately 62%of our issued and outstanding shares of Common Stock and approximately 80%of our issued and outstanding shares of Common Stock held by non-affiliates(in each case,assuming the issuance of all potential Common Stock issuable upon the conversion of cer

192、tain notes described here and excluding the potential Common Stock issuable upon the exercise of the Public Warrants),which consists of(a)up to 54,951,914 shares of Common Stock issuable to Indigo Capital in connection with the conversion of promissory notes,(b)up to 6,086,957 shares of Common Stock

193、 issuable to SFE EI,(c)up to 2,830,189 shares of Common Stock issued to Coeptis Technologies,Inc.,(d)up to 1,000,000 shares of Common Stock issued to Phoenix MGMT Consulting LLC,(e)up to 8,419,689 shares of Common Stock issuable to Brick Lane upon conversion of promissory notes,(f)up to 7,700,000 sh

194、ares of Common Stock issuable to 1800 Diagonal Lending LLC upon conversion of promissory notes,and(g)up to 3,719,806 shares of Common Stock issuable to Boot Capital LLC upon conversion of promissory notes.Further,up to 417,770 shares of Common Stock are issuable upon the exercise of outstanding Publ

195、ic Warrants.Certain of Nuburus current and former employees,directors,and consultants hold outstanding options,and certain of Nuburus current and future employees,directors and consultants are expected to be granted equity awards and purchase rights under the 2022 Plan and the ESPP,as applicable.Hol

196、ders of Common Stock will experience additional dilution when those equity awards and purchase rights become vested and settled or exercisable,as applicable,for shares of Common Stock.The Preferred Stock may be converted into shares of Common Stock at the election of the stockholder or the Company,s

197、ubject to certain conditions set forth in the Certificate of Designations.If shares of Preferred Stock are converted into shares of Common Stock,holders of Common Stock will incur immediate dilution.The market price of shares of our Common Stock could drop significantly if the holders of the shares

198、of Common Stock described above sell them or are perceived by the market as intending to sell them.These factors could also make it more difficult for us to raise additional funds through future offerings of shares of our Common Stock or other securities.The issuance of additional Common Stock will

199、significantly dilute the equity interests of existing holders of the Company securities and such dilution may also reduce the influence that you may have on the management of the Company through the matters that are presented for voting to the Companys stockholders.We may use proceeds from sales of

200、shares of our Common Stock made pursuant to the SEPA in ways with which you may not agree or in ways which may not yield a significant return.We have broad discretion over the use of proceeds from sales of shares of our Common Stock made pursuant to the SEPA,as described in the section entitled“Use

201、of Proceeds,”and you will not have the opportunity,as part of your investment decision,to assess whether the proceeds are being used appropriately.In addition,the ultimate use of the net proceeds may vary from the currently intended uses.The net proceeds may be used for corporate purposes that do no

202、t increase our operating results or enhance the value of our Common Stock.Sales of a substantial number of our securities in the public market by our existing securityholders could cause the price of our shares of Common Stock to fall.Sales of a substantial number of our shares of Common Stock in th

203、e public market by our existing securityholders,or the perception that those sales might occur,could depress the market price of our shares of Common Stock and could impair our ability to raise capital through the sale of additional equity securities.We are unable to predict the effect that such sal

204、es may have on the prevailing market price of our shares of Common Stock.2025/6/10 09:37S-1https:/www.sec.gov/Archives/edgar/data/1814215/000095017025083330/buru-20250606.htm19/218 11Risks Relating to Our Business and OperationsWe are an early-stage company with a history of losses.We have not been

205、profitable historically and may not be able to achieve profitability in the future.Our financial statements as of and for the year ended December 31,2024 included in this prospectus have been prepared assuming we will continue as a going concern.If we are unable to generate sufficient cash flow to s

206、ustain our operations or raise additional capital in the form of debt or equity financing,this could affect our ability to continue as a going concern in the future.Since our inception in 2015,we have incurred significant net losses and have used significant cash in our business.As of December 31,20

207、24,we had an accumulated deficit of approximately$131.8 million,and for the year ended December 31,2024,we had a net loss of approximately$34.5 million.We anticipate that we will incur net losses for the foreseeable future and,even if we generate revenues,there is no guarantee that we will ever beco

208、me profitable.Our ability to achieve profitability in the future will depend on a number of factors,many of which are beyond our control.Even if we do achieve profitability,we may be unable to sustain or increase our profitability in the long term.Our business may be disrupted at any time due to num

209、erous factors outside of our control,including changes in the general macroeconomic outlook,local and regional volatility,global trade disputes,political instability,expropriation or nationalization of property,public health emergencies,and related government policies and restrictions designed to mi

210、tigate the effects of such emergencies,civil strife,strikes,insurrections,acts of terrorism,hostilities or the perception that hostilities may be imminent,military conflict,acts of war,including sanctions or other restrictive actions,by the United States or other countries,and natural disasters.We w

211、ill require additional capital to finance our operations and implement our business plan and strategy and if we are unable to raise such capital when needed,or on acceptable terms,that could have a material adverse effect on our ability to meet our financial obligations and support continued growth

212、and development.Consummating and implementing strategic acquisitions and commercializing products and services will require a significant amount of capital.As a result,we expect for some time to continue to incur substantial operating expenses without generating sufficient revenues to cover expendit

213、ures.In addition,changing circumstances,some of which may be beyond our control,could cause us to consume capital significantly faster than we currently anticipate,and we may need to seek additional funds sooner than planned.We may obtain funding through public or private equity offerings,private in

214、vestment in public equity(“PIPE”),offerings,debt financings,joint ventures,partnerships,collaborations,and licensing arrangements,through obtaining credit from financial institutions or other sources.If we raise additional funds through future issuances of equity or convertible debt securities,our t

215、hen existing stockholders could suffer significant dilution,and any new equity securities we issue could have rights,preferences,and privileges superior to those of holders of our Common Stock.If we raise additional funds through issuances of debt,we may be subject to restrictions on our operating a

216、ctivities.However,if we are unable to raise capital when needed or on acceptable terms,that could have a material adverse effect on our continued growth and development and/or we may be forced to cease operations.In addition,if adequate capital is not available to us,it may create substantial doubt

217、among third parties,including suppliers and potential customers.Such doubt could adversely impact our business,reputation,prospects,and our financial statements.The report from our auditors for our financial statements for the year ended December 31,2024 included a qualification expressing substanti

218、al doubt about our ability to continue as a going concern.The inclusion of a going concern qualification could materially limit our ability to raise additional funds through the issuance of equity or debt securities or otherwise.To achieve our growth objectives,our management will rely on a rapid su

219、ccession of strategic acquisitions,investments and procurement arrangements,the pace and scope of which may have the potential to adversely affect the day-to-day operation of our business,and our cash flows,financial condition and results of operations.We are aggressively pursuing our growth strateg

220、y through a series of acquisitions,investments and procurement arrangements.For a company of our size and resources,the rapid pace and volume of deal-making activity may create risks and uncertainties that can have a material adverse effect on the daily conduct of our business,and negatively impact

221、our cash flows,financial condition and results of operations.For example,we are exposed to the risk that the day-to-day management,oversight,and operation of our business and our financial results may be adversely affected by:the time and attention spent by our senior management and leadership in th

222、e identification and evaluation of prospective strategic initiatives,and the negotiation,funding and closing of those we choose to pursue;the time,attention and resources diverted to the integration of acquired businesses;the need to secure funding for new acquisitions and strategic investments or t

223、ransactions;2025/6/10 09:37S-1https:/www.sec.gov/Archives/edgar/data/1814215/000095017025083330/buru-20250606.htm20/218 12the exposure to successor liabilities not sufficiently identified,quantified or understood prior to the closing of a strategic transaction;the financial needs and management and

224、operational improvements that may be necessary with respect to targets that are start-ups or emerging growth investments;andthe 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 conti

225、nue in an employment or commercial relationship.We have incurred and may continue to incur substantial indebtedness to finance acquisitions.We have also issued equity and may issue additional equity,or convertible securities in connection with such acquisitions.Debt service requirements could repres

226、ent a significant burden on our results of operations and financial condition,and the issuance of additional equity or convertible securities could be dilutive to our existing stockholders.Our growth objectives require substantial capital that we may be unable to obtain,or may only obtain at a cost

227、or under terms that adversely affect our cash flows,financial condition and results of operations.In the event that our acquisitions or capital expenditure requirements are greater than the amounts then available to us,we may not be able to obtain funding from such alternative sources of capital,and

228、 may be required to curtail or eliminate contemplated activities.Even if we can obtain capital from alternative sources,the terms of such fundings may not be favorable to us.In particular,the terms of any debt financing may include covenants that significantly restrict our operations.Our inability t

229、o grow as planned may reduce our chances of maintaining and improving profitability.We may have difficulty managing growth in our business,which could adversely affect our financial condition and results of operations.Growth in accordance with our business strategy,if achieved,could place a signific

230、ant strain on our financial,operational and management resources.As we expand the scope of our activities and our geographic coverage through both organic growth and acquisitions,there will be additional demands on our financial,legal,accounting,technical,operational and management resources.The fai

231、lure to continue to upgrade our technical,administrative,operating and financial control systems or the occurrence of unexpected expansion difficulties,including the failure to recruit and retain experienced managers and other professionals,could have a material adverse effect on our business,liquid

232、ity positions,financial condition,results of operations and prospects and our ability to successfully or timely execute our business strategy.We may experience difficulties in integrating acquired assets into our business and in realizing the expected benefits of an acquisition.The success of an acq

233、uisition,if achieved,will depend in part on our ability to realize anticipated business opportunities and benefits from combining the acquired assets with our business in an effective and efficient manner.The integration process could take longer than anticipated and could result in the loss of key

234、employees,the disruption of each companys ongoing businesses,tax costs or inefficiencies or inconsistencies in standards,controls,information technology systems,procedures and policies,any of which could adversely affect our ability to maintain relationships with customers,employees or third parties

235、 or our ability to achieve the anticipated benefits,and could harm our financial performance.If we are unable to successfully or timely integrate acquired assets with our business,we may incur unanticipated liabilities and be unable to realize the anticipated benefits,and our business,results of ope

236、rations and financial condition could be materially and adversely affected.We may face antitrust and other legal challenges.We may face antitrust and other legal challenges when acquiring controlling interests in other businesses,which could negatively impact our ability to close acquisition transac

237、tions.Antitrust enforcement is currently a priority of the Federal Trade Commission,the Department of Justice and many state agencies.The increasingly challenging antitrust enforcement environment and other regulatory review or approval processes could significantly delay or even prevent our ability

238、 to acquire controlling interests in other businesses and increase our acquisition costs,which could adversely affect our overall growth strategy.Our limited operating history makes evaluating our business,the risks and challenges we may face and our future prospects difficult.From our inception in

239、2015 to the present,we have focused principally on developing our blue laser systems.We are now diversifying our business as described in our Transformation Plan.As a result,we have a limited history operating our business,and therefore a limited history upon which you can base an investment decisio

240、n.If actual results differ from our estimates or we adjust our estimates in future periods,our operating results and financial position could be materially and 2025/6/10 09:37S-1https:/www.sec.gov/Archives/edgar/data/1814215/000095017025083330/buru-20250606.htm21/218 13adversely affected.You should

241、consider our prospects in light of the risks and uncertainties emerging companies encounter when introducing new technologies into a competitive landscape.Our 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 har

242、m our business.The long sales cycles for our products may cause us to incur significant expenses without offsetting revenues.In order to make a sale,we must typically provide a significant level of education to prospective customers regarding the use and benefits of our products and our technology.T

243、he period between initial discussions with a potential customer and the sale of our products typically depends on a number of factors,including the potential customers attitude towards innovative products,the potential customers budget and whether the potential customer requires financing arrangemen

244、ts.Prospective customers often undertake a significant evaluation process,which may further extend the sales cycle.While our customers are evaluating our products we may incur substantial sales,marketing and research and development expenses in exploring and demonstrating the suitability of our prod

245、ucts to a customers needs.Once a customer makes a formal decision to purchase our product,the fulfillment of the sales order by us requires a substantial amount of time.This lengthy sales and installation cycle is subject to a number of significant risks over which we have little or no control.Becau

246、se of both the long sales and installation cycles,we may expend significant resources on attracting prospective customers without having certainty of generating sales.These lengthy sales and installation cycles also increase the risk that our customers fail to satisfy their payment obligations or ca

247、ncel orders before the completion of the transaction or delay the planned date for installation.If a customer terminates for convenience,we may be unable to recover some of our costs that we incurred prior to cancellation.We may need to procure long lead time items or place large order lot quantitie

248、s for critical material well in advance of a termination leaving us with excess inventory.Our operating expenses are based on anticipated sales levels,and certain of our expenses are fixed.If we are unsuccessful in closing sales after expending significant resources or if we experience delays or can

249、cellations,we may incur significant expenses without ever receiving revenue to offset those expenses,which would materially adversely affect our business and results of operations.If we fail to meet our customers price expectations,demand for our products could be negatively impacted and our busines

250、s and results of operations could suffer.Our long-term success will depend in part on our ability to price our products competitively.Many factors,including our production and personnel costs and our competitors pricing and marketing strategies,can significantly impact our pricing strategies.If we f

251、ail to meet our customers price expectations in any given period,demand for our products could be negatively impacted and our business and results of operations could suffer.We anticipate that we will derive a portion of our revenue from government entities,and significant changes in the contracting

252、 or fiscal policies of such government entities could have an adverse effect on our business and operating results.The growth of our business may be impacted by our partnerships with government entities and on our successful procurement of additional government contracts.However,demand is often unpr

253、edictable from government entities,and there can be no assurance that we will be able to generate revenue from the public sector.Factors that could impede our ability to generate revenue from government contracts,include,but are not limited to:public sector budgetary cycles and funding authorization

254、s;changes in fiscal or contracting policies;decreases in available government funding;changes in government programs or applicable requirements;andpotential delays or changes in the government appropriations or other funding authorization processes.We are highly dependent on key executives and if we

255、 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.We believe that our success and our ability to reach our strategic objectives are highly dependent on our abi

256、lity to recruit and retain key management,technical,engineering,production and sales personnel.If we are unable to recruit or retain any of our key employees,this could disrupt our operations,delay the development and introduction of our products and services and negatively impact our business,prosp

257、ects,financial condition,and operating results.2025/6/10 09:37S-1https:/www.sec.gov/Archives/edgar/data/1814215/000095017025083330/buru-20250606.htm22/218 14If we lose a member of our management team or other key employee,it may prove difficult for us to replace him or her with a similarly qualified

258、 individual with experience in the laser industry,which could impact our business and operating success.In addition,we do not have“key person”life insurance policies covering any of our officers or other key employees.Our expectations and targets regarding the times when we will launch our products

259、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.Our expectations and targets regarding the times when we will launch

260、our products reflect our current expectations and estimates.Whether we will achieve these objectives when we expect depends on a number of factors,many of which are outside our control,including,but not limited to:success and timing of our development activity and ability to develop systems that ach

261、ieve our desired performance metrics and achieve any requisite industry validations;unanticipated technical or manufacturing challenges or delays;adverse developments in relationships with any partners,including termination of any partnerships or changes in our partners timetables and business plans

262、,which could hinder our development efforts;andwhether we can manage relationships with key suppliers and the availability of the raw materials and components we need.Unfavorable changes in any of these or other factors,most of which are beyond our control,could materially and adversely affect our a

263、bility to achieve our objectives when planned and our business,results of operations and financial results.We 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 abili

264、ty to achieve or maintain profitability.We will require significant capital to develop products and expect to incur significant expenses,including,but not limited to,those relating to research and development,procurement of raw materials and components,capital spending,leases,sales and distribution

265、as we build our brand and market our products and services,and general and administrative costs as we scale our operations.If we are unable to efficiently design,appropriately price,and cost-effectively produce,sell and distribute our products and services,our anticipated margins,profitability and p

266、rospects would be materially and adversely affected.Our insurance coverage may not adequately protect us from harm or losses we may suffer.We may be subject,in the ordinary course of business,to losses resulting from product liability,accidents,acts of God,and other claims against us,for which we ma

267、y have no insurance coverage.As a general matter,the policies that we do or may have may include significant deductibles,and we cannot be certain that our insurance coverage will be sufficient to cover future losses or claims against us.A loss that is uninsured or which exceeds policy limits may req

268、uire us to pay substantial amounts,which could adversely affect our financial condition and operating results.Furthermore,although we plan to obtain and maintain insurance for damage to our property and the disruption of our business,this insurance may be challenging to obtain and maintain on terms

269、acceptable to us and may not be sufficient to cover all of our potential losses.There is no assurance that we will be able to execute on our business model.Investors should be aware of the difficulties normally encountered by a new enterprise,many of which are beyond our control,including substantia

270、l risks and expenses in the course of establishing or entering new markets,developing and commercializing new products and technologies,organizing operations and undertaking marketing activities.The likelihood of our success must be considered in light of these risks,expenses,complications,delays an

271、d the competitive environment in which we operate.We will continue to encounter risks and difficulties frequently experienced by pre-commercial and early-commercial stage companies,including scaling up our infrastructure and headcount,and may encounter unforeseen expenses,difficulties or delays in c

272、onnection with our growth.Any investment in our Company is therefore highly speculative and could result in the loss of your entire investment.2025/6/10 09:37S-1https:/www.sec.gov/Archives/edgar/data/1814215/000095017025083330/buru-20250606.htm23/218 15Expanding operations internationally will subje

273、ct us to a variety of risks and uncertainties that could adversely affect our business and operating results.As we expand our business,we intend to work with customers,suppliers and other partners around the world.Managing further international expansion will require additional resources and control

274、s.Any expansion internationally could subject our business to risks associated with international operations,including:difficulties in staffing and managing foreign operations due to differences in culture,laws and customer expectations,and the increased travel,infrastructure,and legal and complianc

275、e costs associated with international operations;compliance with multiple,potentially conflicting and changing governmental laws,regulations,and permitting processes including environmental,banking,employment,tax,privacy,safety,security and data protection laws and regulations;compliance with U.S.an

276、d foreign anti-bribery laws including the Foreign Corrupt Practices Act and the U.K.Anti-Bribery Act;greater difficulties in securing or enforcing our intellectual property rights in certain jurisdictions,or in potential infringement of third-party intellectual property rights in new jurisdictions;d

277、ifficulties in collecting payments in foreign currencies and associated foreign currency exposure;increases or decreases in our expenses caused by fluctuation in foreign currency exchange rates;restrictions on repatriation of foreign earnings;compliance with potentially conflicting and changing laws

278、 of taxing jurisdictions where we conduct business and compliance with applicable U.S.tax laws as they relate to international operations,including product transfer pricing,the complexity and adverse consequences of such tax laws,and potentially adverse tax consequences due to changes in such tax la

279、ws;changes in import and export controls and tariffs imposed by the United States or foreign governments;changes in regulations that would prevent us from doing business in specified countries;andregional economic and political conditions.We use novel technologies,and potential customers may be hesi

280、tant to make a significant investment in our technology or switch from the technology they are currently using.We use novel technologies that are deployed in a novel way and will compete with currently existing technologies.Even if our products are superior to existing products,potential customers m

281、ay choose products from our competitors that are based on existing technologies due to wider market acceptance and familiarity with such technologies.Moreover,given the limited history of our technology,potential customers may be hesitant to make a significant investment in our products.If our techn

282、ology does not achieve market acceptance,then our business and results of operations would be materially adversely affected.Our market is characterized by rapid technological changes demanding a significant investment in research and development,and,if we fail to address changing market conditions,o

283、ur business and operating results will be harmed.Our market is subject to rapid innovation and technological change.While we intend to invest substantial resources to remain on the forefront of technological development,continuing advances in technology,changes in customer requirements and preferenc

284、es and the emergence of new standards,regulations and certifications could adversely affect adoption of our products either generally or for particular applications.Our ability to compete depends,in large part,on our success in developing and introducing our products in a timely fashion,in improving

285、 our existing products and technology and finding new applications for our technology.We believe that we must continuously enhance and expand the functionality and features of our products and technologies in order to remain competitive.However,we may not be able to develop cost-effective new produc

286、ts and technologies that address the increasingly complex needs of prospective customers.2025/6/10 09:37S-1https:/www.sec.gov/Archives/edgar/data/1814215/000095017025083330/buru-20250606.htm24/218 Risks Relating to Litigation and RegulationChanges in laws or regulations,or a failure to comply with a

287、ny laws and regulations,may adversely affect our business and results of operations.We are subject to laws and regulations enacted by national,regional,and local governments.Compliance with,and monitoring of,applicable laws and regulations may be difficult,time consuming,and costly.Those laws and re

288、gulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business,investments,and results of operations.In addition,a failure to comply with applicable laws or regulations,as interpreted and applied,could have

289、a material adverse effect on our business.Litigation,regulatory actions,and compliance issues could subject us to significant fines,penalties,judgments,remediation costs,negative publicity,and requirements resulting in increased expenses.We may from time to time be involved in legal proceedings,admi

290、nistrative proceedings,claims and other litigation,with governmental agencies and entities as well as private parties,which arise in the ordinary course of business.Litigation can be expensive,lengthy,and disruptive to normal business operations.Moreover,the results of complex legal proceedings are

291、difficult to predict.Responding to lawsuits brought against us,or legal actions that we may initiate,can be expensive and time-consuming.Unfavorable outcomes or developments relating to proceedings to which we are a party or transactions involving our products,such as judgments for monetary damages,

292、injunctions,or denial or revocation of permits,could have a material adverse effect on our business,financial condition,and results of operations.To the extent such proceedings also generate negative publicity,our reputation and business could also be adversely affected.In addition,handling complian

293、ce issues and the settlement of claims could adversely affect our financial condition and results of operations.Laws,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 cos

294、ts of complying with such laws,regulations,and rules could be significant.We are subject to various laws regarding privacy,information security and data protection.In particular,our handling of data relating to individuals is subject to a variety of laws and regulations relating to privacy,data prot

295、ection,and information security,and it may become subject to additional obligations,including contractual obligations,relating to our maintenance and other processing of this data.For example,the European Unions General Data Protection Regulation,or GDPR,and similar legislation adopted in the U.K.,i

296、mpose stringent data protection requirements and provide for significant penalties for noncompliance.In the United States,California has enacted legislation,the California Consumer Privacy Act,or CCPA,that,among other things,requires covered companies to provide disclosures to California consumers,a

297、nd afford such consumers abilities to opt-out of certain sales of personal information.Additionally,we may be bound by contractual requirements applicable to our collection,use,processing,and disclosure of various types of data,and may be bound by,or voluntarily comply with,self-regulatory or other

298、industry standards relating to these matters.These laws,regulations,and other obligations,and changes in their interpretation,could require us to modify our operations and practices,restrict our activities,and increase our costs in the future,and it is possible that these laws,regulations,and other

299、obligations may be inconsistent with one another or be interpreted or asserted to be inconsistent with our business or practices.Any actual or perceived inability to adequately address privacy and security concerns or to comply with applicable laws,rules,regulations,and other actual or asserted obli

300、gations relating to privacy,data protection,and information security could result in claims,demands,and litigation by private parties,investigations and other proceedings by regulatory authorities,fines,penalties,and other liabilities,and have an adverse effect on our business,prospects,results of o

301、perations,financial position,and reputation.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.We exp

302、ect to do business throughout the world.Doing business on a global basis requires us to comply with anti-corruption laws and regulations imposed by governments around the world with jurisdiction over our operations,including the U.S.Foreign Corrupt Practices Act and the U.K.Bribery Act 2010,as well

303、as the laws of the countries where we do business.We are also subject to various trade restrictions,including trade and economic sanctions and export controls,imposed by governments around the world with jurisdiction over our operations.For example,in accordance with trade sanctions administered by

304、the Office of Foreign Assets Control and the U.S.Department of Commerce,we are subject to limitations on or are prohibited from engaging in transactions involving certain persons and certain designated countries or territories,including Belarus,Cuba,Iran,Syria,North Korea,Russia,and certain occupied

305、 territories in Ukraine.In addition,our products are subject to export regulations that can involve significant compliance time and may add additional overhead cost to our products.In recent years the U.S.government has had a renewed focus on export matters.For example,the Export Control Reform Act

306、of 2018 and regulatory guidance have imposed additional controls,and may result in the 2025/6/10 09:37S-1https:/www.sec.gov/Archives/edgar/data/1814215/000095017025083330/buru-20250606.htm25/218162025/6/10 09:37S-1https:/www.sec.gov/Archives/edgar/data/1814215/000095017025083330/buru-20250606.htm26/

307、218 17imposition of further additional controls,on the export of certain“emerging and foundational technologies.”Our current and future products may be subject to these heightened regulations,which could increase our compliance costs.We could be liable for environmental damages resulting from our op

308、erations,which could impact our reputation,our business,and our operating results.We are subject to federal,state,and local environmental laws and regulations and may become subject to environmental laws in foreign jurisdictions in which we may operate or into which we ship our products.Environmenta

309、l laws and regulations can be complex and may often change.These laws can give rise to liability for administrative oversight costs,cleanup costs,property damage,bodily injury,fines,and penalties.Capital and operating expenses needed to comply with environmental laws and regulations can be significa

310、nt,and violations may result in substantial fines and penalties or third-party damages.In addition,environmental laws and regulations such as the Comprehensive Environmental Response,Compensation and Liability Act in the United States impose liability on several grounds including for the investigati

311、on and cleanup of contaminated soil and ground water,for building contamination,for impacts to human health and for damages to natural resources.If contamination is discovered in the future at properties formerly owned or operated by us or currently owned or operated by us,or properties to which haz

312、ardous substances were sent by us,it could result in our liability under environmental laws and regulations.Many of our current and future customers have high sustainability standards,and any environmental noncompliance by us could harm our reputation and impact a customers buying decision.The costs

313、 of complying with environmental laws,regulations,and customer requirements,and any claims concerning noncompliance or liability with respect to contamination in the future,could have a material adverse effect on our financial condition or our operating results.Risk Relating to Intellectual Property

314、We may be unable to protect,defend,maintain,or enforce our intellectual property rights for the intellectual property on which our business depends,including against existing or future competitors.Failure to protect defend,maintain and enforce that intellectual property could result in our competito

315、rs offering similar products,potentially adversely affecting our growth and success.Our commercial success will depend in part on our success in obtaining and maintaining trademarks and other intellectual property rights in the United States and elsewhere and protecting our proprietary technology.If

316、 we do not adequately protect our intellectual property and proprietary technology,competitors may be able to use our technologies we have acquired in the marketplace and erode or negate any competitive advantage we may have,which could harm our business and ability to achieve profitability.Our inte

317、llectual property is critical to our business and although we have taken many measures to protect our trade secrets,including agreements,limited access,segregation of knowledge,password protections,and other measures,policing unauthorized use of proprietary technology can be difficult and expensive.

318、Also,litigation may be necessary to enforce our intellectual property rights,protect our trade secrets,or determine the validity and scope of the proprietary rights of others.Such litigation may result in our intellectual property rights being challenged,limited in scope,or declared invalid or unenf

319、orceable.We cannot be certain that the outcome of any litigation will be in our favor,and an adverse determination in any such litigation could impair our intellectual property rights and may harm our business,prospects and reputation.We have already and expect to continue to incur substantial expen

320、se and costs in protecting,enforcing and defending our intellectual property rights against third parties.Future litigation relating to protecting our rights could be time consuming and expensive.We rely primarily on copyright,patent,trade secret,and trademark laws,and non-disclosure,confidentiality

321、,and other types of contractual restrictions to establish,maintain,and enforce our intellectual property and proprietary rights.However,our rights under these laws and agreements afford us only limited protection and the actions we take to establish,maintain,and enforce our intellectual property rig

322、hts may not be adequate.For example,our trade secrets and other confidential information could be disclosed in an unauthorized manner to third parties,our owned or licensed intellectual property rights could be challenged,invalidated,circumvented,infringed,or misappropriated or our intellectual prop

323、erty rights may not be sufficient to provide us with a competitive advantage,any of which could have a material adverse effect on our business,financial condition,or operating results.In addition,the laws of some countries do not protect proprietary rights as fully as do the laws of the United State

324、s or may even formally or tacitly encourage the piracy of foreign intellectual property.As a result,we may not be able to protect our proprietary rights adequately abroad.We rely,in part,on our ability to obtain,maintain,expand,enforce,and defend the scope of our intellectual property portfolio or o

325、ther proprietary rights,including the amount and timing of any payments we may be required to make in connection with the licensing,filing,defense,and enforcement of intellectual property rights.The process of applying for and obtaining a patent is expensive,time-consuming,and complex,and we may not

326、 be able to file,prosecute,maintain,enforce,or license all necessary or desirable patent applications at a reasonable cost,in a timely manner,or in all jurisdictions where protection may be commercially advantageous,or we may not be able to protect our proprietary rights 2025/6/10 09:37S-1https:/www

327、.sec.gov/Archives/edgar/data/1814215/000095017025083330/buru-20250606.htm27/2182025/6/10 09:37S-1https:/www.sec.gov/Archives/edgar/data/1814215/000095017025083330/buru-20250606.htm28/218 18at all.We may not be successful in protecting our proprietary rights,and unauthorized parties may be able to ob

328、tain and use information that we regard as proprietary.Though an issued patent is presumed valid and enforceable,its issuance is not conclusive as to its validity or its enforceability and future patents may not provide us with adequate proprietary protection or competitive advantages against compet

329、itors with similar products.Patents,if issued,may be challenged,deemed unenforceable,invalidated,or circumvented.Proceedings challenging patents could result in either loss of the patent,or denial of the patent application or loss or reduction in the scope of one or more of the claims of the patent

330、or patent application.In addition,such proceedings may be costly.Thus,any patents that we may own may not provide any protection against competitors.Furthermore,an adverse decision may result in a third party receiving a patent right sought by us,which in turn could affect our ability to commerciali

331、ze our products.Competitors could purchase our products and attempt to replicate or reverse engineer some or all of the competitive advantages we derive from our development efforts,willfully infringe our intellectual property rights,design around our patents,or develop and obtain patent protection

332、for more effective technologies,designs or methods.We may be unable to prevent the unauthorized disclosure or use of our technical knowledge or trade secrets by consultants,suppliers,vendors,former employees and current employees.Further,the laws of some foreign countries do not protect our propriet

333、ary rights to the same extent as the laws of the United States.In addition,proceedings to enforce or defend our patents could put our patents at risk of being invalidated,held unenforceable or interpreted narrowly.Such proceedings could also provoke third parties to assert claims against us,including that some or all of the claims in one or more of our patents are invalid or otherwise unenforceabl