| Schedule of Restatements for Previously Issued Financial Statements |
The restatements for the Company's previously issued financial statements as of and for the year ended December 31, 2023, the comparative period herein as of and for the year ended December 31, 2022 and for each of the quarterly periods ended March 31, 2023, June 30, 2023 and September 30, 2023, include the following: (i)as of and for the year ended December 31, 2022 (i.e. the comparative period included herein) to (i) account for the Legacy Nuburu Convertible Notes at fair value resulting in the recording of a loss related to the change in the fair value of, and corresponding increase to, the carrying value of these convertible notes, and (ii) (a) reclassify the Company's convertible preferred stock that is redeemable at a future point in time from permanent equity to mezzanine equity and (b) increase the carrying value of such preferred stock to reflect the redemption value of the outstanding preferred stock. (ii)as of and for the year ended December 31, 2023, including the interim periods therein as of March 31, 2023, June 30, 2023 and September 30, 2023, to (i) reclassify convertible preferred stock that is redeemable at a future point in time from permanent equity to mezzanine equity, and (ii) increase the carrying value of such preferred stock to reflect the redemption value of the outstanding preferred stock. Additionally, the impact of the recording of the loss related to the change in the fair value of the Legacy Nuburu Convertible Notes for the year ended December 31, 2022 described above will be reflected as an adjustment to accumulated deficit and additional paid-in capital for these periods. The consolidated statements of cash flows have been excluded from the financial statements presented below as they were only impacted by adjustments to net loss and change in fair value of warrant liabilities which are presented below in the consolidated statements of operations and comprehensive loss. The restatement had no impact on total net cash flows from operating, investing or financing activities. Consolidated Balance Sheet
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As of December 31, 2022 |
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Originally Reported |
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Restatement Adjustment |
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As
Restated |
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LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT |
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Current portion of convertible notes payable |
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$ |
7,300,000 |
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$ |
15,388,097 |
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$ |
22,688,097 |
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Total current liabilities |
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$ |
14,590,504 |
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$ |
15,388,097 |
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$ |
29,978,601 |
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Total liabilities |
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$ |
14,964,411 |
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$ |
15,388,097 |
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$ |
30,352,508 |
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Convertible preferred stock, $0.0001 par value; 50,000,000 shares authorized; 23,237,703 shares issued and outstanding at December 31, 2022 |
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$ |
- |
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$ |
4,040 |
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$ |
4,040 |
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Stockholders’ Deficit |
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Accumulated deficit |
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$ |
(61,192,308 |
) |
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$ |
(15,388,097 |
) |
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$ |
(76,580,405 |
) |
Total Stockholders’ Deficit |
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$ |
(1,842,239 |
) |
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$ |
(15,392,137 |
) |
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$ |
(17,234,376 |
) |
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Consolidated Statement of Operations and Comprehensive Loss
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Year Ended December 31, 2022 |
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Originally Reported |
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Restatement Adjustment |
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As
Restated |
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Change in fair value of convertible notes payable |
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$ |
- |
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$ |
(15,388,097 |
) |
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$ |
(15,388,097 |
) |
Loss before provision for income taxes |
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$ |
(14,129,101 |
) |
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$ |
(15,388,097 |
) |
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$ |
(29,517,198 |
) |
Net loss and comprehensive loss |
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$ |
(14,129,101 |
) |
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$ |
(15,388,097 |
) |
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$ |
(29,517,198 |
) |
Net loss per common share, basic and diluted |
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$ |
(2.59 |
) |
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$ |
(2.82 |
) |
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$ |
(5.41 |
) |
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As of March 31, 2023 (Unaudited) |
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Originally Reported |
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Restatement Adjustment |
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As
Adjusted |
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LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT |
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Convertible preferred stock, $0.0001 par value; 50,000,000 shares authorized; 3,038,905 shares issued and outstanding at March 31, 2023 |
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$ |
304 |
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$ |
30,388,746 |
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$ |
30,389,050 |
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Stockholders’ Deficit |
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Additional paid-in capital |
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$ |
66,791,282 |
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$ |
(15,000,649 |
) |
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$ |
51,790,633 |
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Accumulated deficit |
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$ |
(65,959,825 |
) |
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$ |
(15,388,097 |
) |
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$ |
(81,347,922 |
) |
Total Stockholders’ Deficit |
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$ |
835,120 |
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$ |
(30,389,050 |
) |
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$ |
(29,553,930 |
) |
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As of June 30, 2023 (Unaudited) |
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Originally Reported |
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Restatement Adjustment |
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As
Restated |
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LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT |
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Convertible preferred stock, $0.0001 par value; 50,000,000 shares authorized; 3,038,905 shares issued and outstanding at June 30, 2023 |
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$ |
304 |
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$ |
30,388,746 |
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$ |
30,389,050 |
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Stockholders’ Deficit |
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Additional paid-in capital |
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$ |
72,049,746 |
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$ |
(15,000,649 |
) |
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$ |
57,049,097 |
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Accumulated deficit |
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$ |
(72,066,537 |
) |
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$ |
(15,388,097 |
) |
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$ |
(87,454,634 |
) |
Total Stockholders’ Deficit |
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$ |
(16,399 |
) |
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$ |
(30,389,050 |
) |
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$ |
(30,405,449 |
) |
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As of September 30, 2023 (Unaudited) |
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Originally Reported |
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Restatement Adjustment |
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As
Restated |
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LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT |
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Convertible preferred stock, $0.0001 par value; 50,000,000 shares authorized; 3,038,905 shares issued and outstanding at September 30, 2023 |
|
$ |
304 |
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$ |
30,388,746 |
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$ |
30,389,050 |
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Stockholders’ Deficit |
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Additional paid-in capital |
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$ |
72,653,179 |
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$ |
(15,000,649 |
) |
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$ |
57,652,530 |
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Accumulated deficit |
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$ |
(77,151,838 |
) |
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$ |
(15,388,097 |
) |
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$ |
(92,539,935 |
) |
Total Stockholders’ Deficit |
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$ |
(4,498,267 |
) |
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$ |
(30,389,050 |
) |
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$ |
(34,887,317 |
) |
Consolidated Balance Sheet
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As of December 31, 2023 |
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|
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Originally Reported |
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|
Restatement Adjustment |
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|
As
Restated |
|
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT |
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Convertible preferred stock, $0.0001 par value; 50,000,000 shares authorized; 2,388,905 shares issued and outstanding at December 31, 2023 |
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$ |
239 |
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$ |
23,888,811 |
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$ |
23,889,050 |
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Stockholders’ Deficit |
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Additional paid-in capital |
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$ |
73,241,955 |
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$ |
(8,500,714 |
) |
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$ |
64,741,241 |
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Accumulated deficit |
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$ |
(81,898,692 |
) |
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$ |
(15,388,097 |
) |
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$ |
(97,286,789 |
) |
Total Stockholders’ Deficit |
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$ |
(8,652,809 |
) |
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$ |
(23,889,050 |
) |
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$ |
(32,541,859 |
) |
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