Cautionary 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 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 actual 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,” “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 this prospectus include, but are not limited to, statements about:

Forward-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 prospectus 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 risks, 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 the heading "Risk Factors" in this prospectus, as well as the following important factors:

Should one or more of these risks or uncertainties materialize, or should any of the assumptions 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 required under applicable securities laws.

Our pro forma net tangible book value as of September 30, 2025, was approximately $0.1 million, or nil per share, after giving effect to the following: (i) the issuance of 158,475,651 shares of Common Stock upon the exercise of outstanding in-the-money warrants, assuming each warrant is cashless exercised for one share of Common Stock on September 30, 2025, (ii) the issuance of 1,612 shares of Common Stock upon the exercise or vesting of compensatory in-the-money equity awards, (iii) the issuance of 37,551,994 shares of Common Stock upon conversion of outstanding convertible notes, assuming the conversion price in effect as of September 30, 2025 and (iv) the issuance of 109,445 shares of Common Stock upon conversion of Preferred Stock, each of which is not included in the number of shares of Common Stock outstanding as of September 30, 2025, as further detailed below.

After giving further effect to the sale of shares of Common Stock and accompanying Common Warrants to be sold in this offering (assuming no sale of any Pre-Funded Warrants), at the assumed combined public offering price of $0.1582 per share of Common Stock and accompanying Common Warrant, which is the last reported sale price per share of our Common Stock on the NYSE American on February 5, 2026, and after deducting the estimated Placement Agent fees and the estimated offering expenses payable by us, and excluding the proceeds we may receive from the exercise of the Common Warrants issued in this offering, our pro forma as adjusted net tangible book value as of September 30, 2025 would have been approximately $16.9 million, or $0.03 per share of Common Stock. This represents an immediate increase in pro forma as adjusted net tangible book value of $0.29 per share to existing stockholders and an immediate dilution of $0.13 per share to new investors in this offering. The following table illustrates this dilution on a per share basis:

If we sell only 75% of the securities offered in this offering, at an assumed public offering price of $0.1582 per share (which is the last reported sale price of our Common Stock on NYSE American on February 5, 2026), assuming no sale of any Pre-Funded Warrants in this offering and no exercise of the Common Warrants offered hereby and after deducting the estimated Placement Agent fees and the estimated expenses payable by us, our pro forma as adjusted net tangible book value as of September 30, 2025 would have been approximately $12.5 million, or $0.03 per share of Common Stock. This represents an immediate increase in net book value of $0.29 per share to our existing stockholders and an immediate dilution in net tangible book value of $0.13 per share to new investors participating in this offering.

If we sell only 50% of the securities offered in this offering, at an assumed public offering price of $0.1582 per share (which is the last reported sale price of our Common Stock on NYSE American on February 5, 2026), assuming no sale of any Pre-Funded Warrants in this offering and no exercise of the Common Warrants offered hereby and after deducting the estimated Placement Agent fees and the estimated expenses payable by us, our pro forma as adjusted net tangible book value as of September 30, 2025 would have been approximately $8.2 million, or $0.02 per share of Common Stock. This represents an immediate increase in net book value of $0.28 per share to our existing stockholders and an immediate dilution in net tangible book value of $0.14 per share to new investors participating in this offering.

If we sell only 25% of the securities offered in this offering, at an assumed public offering price of $0.1582 per share (which is the last reported sale price of our Common Stock on NYSE American on February 5, 2026), assuming no sale of any Pre-Funded Warrants in this offering and no exercise of the Common Warrants offered hereby and after deducting the estimated Placement Agent fees and the estimated expenses payable by us, our pro forma as adjusted net tangible book value as of September 30, 2025 would have been approximately $4.4 million, or $0.01 per share of Common Stock. This represents an immediate increase in net book value of $0.27 per share to our existing stockholders and an immediate dilution in net tangible book value of $0.15 per share to new investors participating in this offering.

The information discussed above is for illustration only and will adjust based on the actual public offering price, the actual number of shares and Common Warrants that we offer in this offering and other terms of this offering determined at pricing. The discussion and table above assume (i) no sale of Pre-Funded Warrants, which, if sold, would reduce the number of shares of Common Stock that we are offering on a one-for-one basis and (ii) no exercise of Common Warrants accompanying the shares of Common Stock sold in this offering.

The above discussion and table are based on 208,586,879 shares of our Common Stock outstanding as of September 30, 2025, which excludes:

The above illustration of dilution per share to investors participating in this offering does not take into account further dilution to investors in this offering that could occur upon the exercise of outstanding equity awards and warrants having a per share exercise price less than the effective public offering price per share in this offering. To the extent that any of these outstanding equity awards or warrants outstanding as of September 30, 2025, have been or are exercised in the future or we issue additional shares under our equity incentive plans, investors purchasing securities in this offering may experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

licensing and joint development within specific verticals, as described below. Over the course of the last twelve months, we announced several acquisitions that are part of our previously announced strategy to diversify our assets and expand our business through acquisition, each of which is described in greater detail below.

Key Advantages of Laser Technology

Blue industrial laser provides the following key advantages:

Manufacturing and Supply

We previously conducted manufacturing operations at a leased facility located in Centennial, Colorado. In light of the Foreclosure and change in business strategy, manufacturing operations have been discontinued and we are instead focused on licensing and joint development of our intellectual property and strategic investments in operating companies in the defense technology industry.

Research and Development

During 2024, we conducted research and development efforts at our headquarters in Colorado. During 2025, our efforts were limited. We anticipate coordinating future research and development through our partnerships and key subsidiaries.

Employees and Human Capital

As of September 30, 2025, Nuburu had 7 full-time employees. We view our human capital investments as crucial for our success; however, we had to implement furloughs of employees during the year ended December 31, 2024 due to lack of funding as described in greater detail below. On January 15, 2026, we completed the acquisition of Lyocon, which currently has six full-time employees. In the event we are able to consummate the Orbit transaction following stockholder approval, we would have approximately 8 additional employees. None of our employees are either represented by a labor union or subject to a collective bargaining agreement. We continually evaluate our business needs and weigh the use of in-house expertise and capacity with outsourced expertise and cost. We currently outsource the functions of accounting, financial reporting, investor relations, human resources, and information technology to third-party consultants and service providers. We also use the services of advisors and consultants on projects on an as-needed basis. We anticipate that in order to reach our strategic objectives, we will be required to recruit and retain additional management, human resources, accounting, finance, technical, engineering and sales personnel.

Recent Developments

Liquidity Constraints and Discharged Obligations

We have not yet achieved commercialization and expect continued losses until we can do so. We must rely on capital from investors to support operations. From inception, we have continued to incur operating losses and negative cash flows from operating activities. For the year ended December 31, 2024, we incurred net losses of $34,515,754, and we had an accumulated deficit of $131,806,605 as of December 31, 2024; for the nine months ended September 30, 2025, we incurred net losses of $51,257,996 and we had an accumulated deficit of $172,666,551 as of September 30, 2025. We anticipate that we will incur net losses for the foreseeable future and, even if we generate revenue, there is no guarantee that we will ever become profitable. Unless we are able to implement our Transformation Plan described below, these factors raise substantial doubt about our ability to continue as a going concern.

If we are unable to obtain additional financing, or otherwise implement our Transformation Plan, we will not be able to sustain operations and will need to consider alternatives, which could include a sale, liquidation, or dissolution of the business.

On March 5, 2025, our secured lenders concluded the previously disclosed Foreclosure sale, which resulted in the transfer of our patent portfolio to an affiliate of the senior secured lenders in exchange for a full discharge and extinguishment of our junior and senior secured notes. All of our long-term, secured indebtedness has now been eliminated through a combination of our conversion of outstanding indebtedness over the course of the last year and the discharge and extinguishment of debt resulting from the lender’s collateral sale.

Our remaining outstanding obligations, other than the newly issued Debenture (as defined below), include overdue payables incurred in the ordinary course, as well as our redemption obligations with respect to the outstanding Series A Preferred Stock, which will become payable at such time as we have funds legally available to pay such amounts.

Leased Facility

We leased approximately 27,900 square feet of office space in Centennial, Colorado, with a lease term through June 2025. As a result of our payment default under the lease, in April 2025, Centennial Tech Industrial Owner (the “Landlord”) obtained a default judgment against us in the amount of $409,278, which accrued interest at a rate of 10% per annum beginning in March 2025 until paid in full. We entered into a settlement agreement with the Landlord on October 14, 2025, pursuant to which the parties released any claims related to the lease in exchange for our payment of $130,000 to the Landlord. The Landlord exercised its rights under the lease agreement and applicable law with respect to a lessee in default and such lessee’s assets located on the premises, including the removal and disposal of our inventories and property and equipment remaining on the property. Consistent with our previously disclosed business plan for our future business, we do not believe that assets or equipment that remain on this leased property are critical to our new business strategy, given that we will not be conducting full-scale manufacturing or laser design or development that would involve the prior patent portfolio, which was transferred to our former secured lenders. We recently entered into an office lease for our corporate headquarters in Denver, Colorado. On January 15, 2026, we acquired Lyocon, which leases facilities in Italy, including approximately 27,000 square feet of warehouse space in Vigevano (PV) pursuant to a lease with an annual lease rate of EUR14,400, paid monthly, which renews automatically and may be terminated with six months advance notice.

Transformation Plan

On January 13, 2025, we entered into a letter agreement with SFE EI, pursuant to which SFE EI agreed to engage in efforts and commit capital to finance our operations for the next twelve months pursuant to a business plan focused on building a stable foundation for the future business, including addressing outstanding payables, entering into joint development agreements, and investing in controlling interests in strategic targets (the “Transformation Plan”). In connection with the Transformation Plan, we agreed to certain governance changes, including the appointment of Alessandro Zamboni as Executive Chairman.

Acquisition and Joint Venture Plans

Initial Commitment Letter related to Tekne and Orbit

On February 19, 2025, we entered into a commitment letter (the “Trumar Agreement”) with Trumar Capital LLC (“Trumar”) to acquire, through the purchase of the shares of TCEI S.a.r.l., a wholly owned subsidiary of Trumar (“TCEI”) (the “TCEI Acquisition”): (i) a license of certain technology that would allow us to expand our existing business within the defense sector; (ii) a controlling interest in Tekne, a defense-tech company that specializes in the design, production, and outfitting of a diverse range of vehicles, including industrial and military applications, as well as electronic devices for defense and security, advanced telecommunications, and tracking systems; and (iii) a controlling interest in Orbit, an Italian software company specializing in digitalizing operational resilience solutions for mission-critical corporations, which is wholly-owned by our Executive Chairman and Co-Chief Executive Officer.

The TCEI Acquisition was expected to occur in two stages. In the first stage, which was completed in March 2025, we purchased a 20% ownership interest in TCEI for an aggregate price of $1.5 million in cash plus $23.5 million in a note payable. Because certain conditions were not satisfied by July 31, 2025, the note payable was cancelled during the third quarter of 2025. Of the $1.5 million cash portion of the purchase price, $600,000 was paid in cash and $900,000 was retained by us with a corresponding related-party promissory note to our Executive Chairman and Co-Chief Executive Officer. In July 2025, the $900,000 promissory note was amended to provide for a conversion feature, as further described in Note 8 to the Q3 2025 Financial Statements (as defined below) included in this prospectus.

For the second stage of the TCEI Acquisition, we had planned to purchase the remaining 80% ownership interest in TCEI, resulting in (i) our having a controlling interest in Tekne and Orbit and (ii) our issuing Common Stock in excess of 19.99% of our outstanding Common Stock as part of the purchase price. Since certain conditions were not satisfied, the Trumar Agreement expired on its own terms as of July 31, 2025 and we no longer hold any ownership interest in TCEI.

We also agreed to issue 6,086,957 shares of Common Stock to SFE EI as consideration for SFE EI's escrowing approximately $4.2 million in assets for purposes of guaranteeing our performance obligations in connection with the TCEI Acquisition, subject to any required stockholder approval.

On March 31, 2025, we also entered into a Joint Pursuit Agreement with Tekne (the “Joint Pursuit Agreement”) to allow both parties to jointly develop and market certain defense-related vehicles and services in advance of closing the full TCEI Acquisition, which has been superseded by the Network Contract described below.

Tekne letter signed in August 2025 (“August Letter”)

In response to feedback from the Italian government in connection with its “Golden Power” review of our proposed acquisition (directly or indirectly) of a controlling interest in Tekne, on August 27, 2025, we executed a commitment letter (the “August Letter”) with shareholders of Tekne, pursuant to which we modified the terms of our previously announced phased acquisition of a 70% interest in Tekne. Through our subsidiary, Nuburu Defense, we expected to acquire (directly or indirectly) (i) an initial 3% equity interest in Tekne (the “First Stage”), and (ii) the remaining 67% interest in Tekne by the end of 2025 (the “Second Stage”). Based on a third-party valuation, the August Letter also established an enterprise value of Tekne at $60 million, with the 70% interest to be acquired by us derivatively valued at approximately $42 million. Pursuant to the August Letter and subject to requirements imposed by the Italian government, Tekne granted us a one-year (a) period of exclusivity and (b) option right to complete the Second Stage.

To address matters raised in the Golden Power review, we agreed to assist with financing up to EUR 40 million for Tekne’s working capital needs over the next 12 months through August 2026. We planned to provide such support through (i) a EUR 10.5 million cash financing, and (ii) a EUR 30 million inventory monetization program. Any capital support provided to Tekne was expected to be converted to equity ownership of Tekne, once the investment was approved by the Italian government. In the event that the acquisition of a controlling interest in Tekne by us was not approved, Tekne would be obligated to repay all capital support provided by us.

In the August Letter, we and Tekne also agreed to form a U.S.-based joint venture (“Tekne US JV”), which would be owned 80% by us and 20% by Tekne.

The rights and obligations of Tekne and us under the August Letter were subsequently replaced in their entirety by the Tekne Transaction Documents described below.

Tekne letter of intent signed in November 2025 (“November Letter”)

In November 2025, we, Tekne and shareholders of Tekne executed a letter of intent (the “November Letter”) that replaced the rights and obligations of the parties under the August Letter. Under the November Letter, the parties planned to establish a “Contratto di Rete” (the “Network Contract”), which is a specific form of joint-venture contractual agreement under Italian law, instead of forming Tekne US JV or pursuing the Joint Pursuit Agreement described above. Under the November Letter, we also

agreed to provide EUR 15 million in support to Tekne by (i) providing EUR 2 million utilizing the Supply@ME (SYME) platform to facilitate an inventory monetization program, and (ii) providing EUR 13 million as a convertible loan (the “Tekne Shareholder Loan”) upon the signing of the Network Contract. Such loan was conditioned on our being permitted to acquire an initial 2.9% interest in Tekne. The parties also agreed that (i) Tekne’s affiliate would return the $4.2 million in assets placed in escrow by SFE EI for purposes of guaranteeing our performance obligations in connection with the TCEI Acquisition, which is no longer required, and (ii) Tekne would release to us $875,000 in cash collateral provided by us and used to obtain a letter of credit for Tekne (collectively, (i) and (ii) are referred to as the “Tekne Financial Assurances”).

Tekne Transaction

Effective as of January 13, 2026, we, through Nuburu Defense, executed definitive agreements implementing the Network Contract, our initial 2.9% investment in Tekne, and the Tekne Shareholder Loan, including the Network Contract, a Share Transfer and Shareholder Convertible Loan Agreement (the “Tekne Purchase Agreement”) and a Subordinated Convertible Note (the “Tekne Note”) in the principal amount of $1,740,000 (collectively, the “Tekne Transaction Documents”). In connection with these arrangements, the parties agreed that the Tekne Financial Assurances would not be released and would instead remain in place.

Network Contract. The Network Contract entered into between Tekne and Nuburu Defense has an initial term ending December 31, 2030, which will be renewed on an annual basis thereafter unless a party terminates in writing at least 30 business days prior to December 31st. The Network Contract programs currently include (i) the Americas Program, pursuant to which Tekne is granting exclusive distribution rights for Tekne’s products and solutions within the Americas to Nuburu Defense; (ii) the NATO MENA APAC Program, pursuant to which Tekne will supply its knowledge, workforce, and production and operational facilities, Nuburu Defense will provide guarantees, use its inventory purchasing hub for the purchase of receivables and bear the expenses in connection with legal, marketing, and representation activities and the establishment of regional production sites, and the parties may pursue joint ventures with local companies; and (iii) the Italy Program, which includes the joint study and proposal to Tekne’s customers of Nuburu Defense’s products, the adoption by Tekne of Nuburu Defense’s operational resilience solutions through Orbit, and the possible implementation of cooperation models similar to the ones used in the NATO MENA APAC Program for orders for Italian customers. Activities under the Network Contract are governed by a Common Body, which is composed of two representatives from each of Tekne and Nuburu Defense. The Common Body includes Mr. Zamboni and Mr. Barisoni on behalf of Nuburu Defense, and Ambrogio D’Arrezzo and another individual designated by Mr. D’Arrezzo on behalf of Tekne. Decisions require unanimous agreement of the members of the Common Body. Nuburu Defense may also provide consultancy services to Tekne in exchange for 8% of the actual amounts used by Tekne under the Tekne Shareholder Loan.

Acquisition of 2.9% Interest. We entered into the Tekne Purchase Agreement with Mr. D’Arrezzo, Carlo Ulacco, and Andrea Lodi, the shareholders of Tekne, pursuant to which we obtained a 2.9% interest in Tekne from Mr. D’Arrezzo and we issued to Tekne the Tekne Shareholder Loan. Under the Tekne Purchase Agreement, Mr. D’Arrezzo agreed to sell a 2.9% interest in Tekne to us or our subsidiary, in exchange for the issuance of the Tekne Note by us to Mr. D’Arrezzo. The Tekne Note may be converted into 6,960,000 shares of Common Stock at a fixed conversion price of $0.25 per share of Common Stock. The Tekne Note has a maturity date of January 31, 2027, bears no interest except in the event of a default, and may not be repaid or redeemed in cash. The Tekne Note may either be converted into shares of Common Stock following the receipt of the Italian government regulatory approvals required to approve our acquisition of a controlling interest in Tekne, or the Tekne Note will be automatically extinguished upon the exercise of put and call options for the required transfer of the 2.9% interest in Tekne from the Company back to Mr. D’Arrezzo, if the required regulatory approvals are not obtained. Upon the transfer of the 2.9% interest to us, an Observer is being appointed to Tekne’s board of directors acceptable to us, Mr. Sinnott will remain as a director of Tekne, certain administrative structures will be adopted by Tekne, Tekne will evaluate the adoption of Orbit’s “operational resilience” platform, and Tekne’s financial reporting processes will be adjusted to comply with U.S. GAAP.

Tekne Shareholder Loan. Under the Tekne Purchase Agreement, we issued the Tekne Shareholder Loan to Tekne by depositing loaned funds in a bank account pledged by Tekne to us. Tekne may use the loan proceeds for certain purposes set forth in the Tekne Purchase Agreement. The Tekne Shareholder Loan has a 4% per annum interest rate and a maturity date of January 13, 2027. Tekne may prepay the Tekne Shareholder Loan in whole or in part without penalty. We may request and obtain full repayment of the Tekne Shareholder Loan upon the repeated use of the loan for unapproved purposes, a change of control, or a negative outcome of the Italian government Golden Power review of our anticipated acquisition of a controlling interest in Tekne. If the required Italian regulatory approvals are obtained, we may elect to receive newly issued shares of Tekne equal to a 25% interest in Tekne (the “Capital Increase”) in consideration for issuing the Tekne Shareholder Loan. Any early repayment of the Tekne Shareholder Loan will not reduce the amount of the Capital Increase that we are entitled to make. Following the Capital Increase, we would own a 27.9% interest in Tekne and would receive governance rights in Tekne consistent with our ownership percentage in Tekne under new by-laws adopted by Tekne.

The Tekne Transaction Documents supersede and replace all prior agreements entered into by the shareholders of Tekne and us with respect to our acquisition of ownership interests in Tekne.

SYME Strategic Investment (Related Party)

On March 14, 2025, we entered into a convertible facility with Supply@ME Capital Plc (“SYME”) to loan SYME up to $5.15 million. As of February 5, 2026, we have loaned SYME the full $5.15 million. SYME is a fintech platform focused on Inventory Monetisation© solutions for manufacturing and trading companies. Upon conversion, we are expected to hold a controlling interest in SYME. Following approval by SYME stockholders, the Financial Conduct Authority, and The Panel on Takeovers and Mergers (collectively, the “SYME Approvals”), we may convert amounts outstanding under the facility into ordinary shares of SYME at a fixed conversion rate of £0.00003 per ordinary share, with conversion shares accompanied by a warrant to acquire one additional ordinary share of SYME for every two ordinary shares of SYME issued on any conversion, with an exercise price of £0.000039, as well as the ability to exercise on a cashless basis. Our Executive Chairman and Co-Chief Executive Officer is the founder, current Chief Executive Officer and a director of SYME, and as a result, the proposed investment was negotiated and approved by our independent board members and our Audit Committee.

SYME and its operating subsidiaries provide its platform for use by manufacturing and trading companies to access inventory trade solutions, enabling their businesses to generate cashflow, through a non-credit arrangement and without incurring debt. This is achieved by their existing eligible inventory being added to the platform and then monetised through purchases by third-party inventory funders. The inventory to be monetised can include warehoused goods waiting to be sold to end-customers or goods that are part of a typical import/export transaction.

In September 2025, in connection with the inventory monetization program discussed above, we advanced $400,000 (the “SYME Inventory Advance”) to a special purpose vehicle (“SPV”), an affiliate of SYME, pursuant to an advance payment letter in connection with a proposed subscription of a financial instrument to be issued by the SPV with the aim of monetizing the inventory of Tekne. We expect to enter into a subscription agreement for a dematerialized bond during the first quarter of 2026. As of February 5, 2026, we have advanced a total of $5,668,545 related to the SYME Inventory Advance.

Upon the signing of the Orbit LOI and for 36 months, we have the exclusive right to market, sell, promote and distribute the Orbit platform to the security sector globally. The parties intend to complete the closing of the Orbit Acquisition by December 31, 2026.

Agreement with Maddox Defense Incorporated

On October 22, 2025, we entered into a non-binding Strategic Framework Agreement (the “SFA”), among us, Nuburu Defense and Maddox Defense Incorporated (“Maddox”), pursuant to which we and Maddox plan to establish a joint venture company (the “Maddox JV”) focused on dual-use UAV solutions and deployable additive-manufacturing capabilities, supporting forward-deployed production, sustainment, and defense manufacturing-as-a-service models for military and allied customers. The parties intend for Nuburu Defense to contribute up to $10 million in funding while Maddox contributes eligible assets, intellectual property, expertise and personnel. The value of Maddox’s eligible assets would be evaluated by a formal appraisal process in accordance with Italian law. The equity ownership of the Maddox JV would be determined proportionally based on the ratio of our capital commitment compared to the value of Maddox’s eligible assets evaluation; provided, that, Nuburu Defense would have the controlling interest in the Maddox JV. The SFA includes a six-month exclusivity period and has a term of six months, unless earlier terminated by either party upon 30 days written notice.

Lyocon Acquisition

On November 28, 2025, we entered into a binding term sheet with the owners of Lyocon S.r.l. (“Lyocon”), an Italian laser-engineering and photonics company specializing in advanced laser sources, precision optical systems and customized laser platforms, pursuant to which we, through Nuburu Subsidiary, intended to acquire all of the ownership interests in Lyocon. On January 15, 2026 (the “Lyocon Closing Date”), we, through Nuburu Subsidiary, consummated the acquisition of all of the ownership interests in Lyocon from Paola Zanzola (“PZ”) and Alessandro Sala (“AS” and, together with PZ, the “Sellers”). Pursuant to a Purchase and Sale Agreement, among us, Nuburu Subsidiary and the Sellers, we paid $2.0 million in consideration to the Sellers, including (i) $750,000 in cash to the Sellers on the Lyocon Closing Date, and (ii) a subordinated convertible note in the principal amount of $625,000 to each of the Sellers, which bears no interest, except in the event of a default, and has a maturity date of March 19, 2027 (the “Lyocon Maturity Date”). At the Lyocon Maturity Date, the holder of a convertible note may elect to convert all or a portion of the outstanding principal amount and accrued interest into shares of Common Stock at a conversion price of $0.295, which equals the volume-weighted average price (“VWAP”) of the Common Stock during the 60 trading days immediately preceding the Lyocon Closing Date. At the Lyocon Maturity Date, the holder of a convertible note has the right to request us to satisfy all or a portion of the outstanding principal and accrued interest under such convertible note in cash. We may elect to pay all or a portion of the outstanding principal amount and accrued interest under a convertible note in cash in lieu of shares of Common Stock in the event the VWAP of the Common Stock during the 60 trading days immediately preceding the Lyocon Maturity Date is at least 30% higher than the conversion price.

The Sellers may receive an earn out payment of up to an aggregate of $1,000,000 (the “Earn-out Cap”), which would be earned over a 5-year period, with potential earn-out payments being made at the end of 2028 and the end of 2030, upon achievement of certain milestones.

We will also provide $1.0 million in funding to Lyocon in the form of loans or capital contributions, at our election, of which $500,000 was paid on the Lyocon Closing Date, $250,000 is due within 12 months of the Lyocon Closing Date, and the remaining $250,000 is due within 24 months of the Lyocon Closing Date, but not later than December 31, 2027. In the event that Nuburu Subsidiary ceases to hold more than a 50% interest in Lyocon, any unpaid funding amount will become due and payable upon such loss of control of Lyocon. If Nuburu Subsidiary fails to make a funding payment when due, which is not remedied within 30 days from written notice thereof, the Sellers will be entitled to an earn-out amount of 30% of the Earn-out Cap.

Following the Lyocon Closing Date, Lyocon is managed by a board of directors (the “Lyocon Board”) nominated by Nuburu Subsidiary; provided that PZ will be designated as a member of the Lyocon Board for an initial term of 3 years, renewable until the expiration of the five-year business plan developed by the parties. The Lyocon Board is now comprised of Dario Barisoni (Chairman and Executive Director), Alessandro Zamboni, and PZ (Executive Director). The Sellers are employed as managers of Lyocon and entitled to participate in a management equity incentive plan under which they may receive equity awards for Common Stock to be issued by us. Under the management equity incentive plan, (i) if the share price of Common Stock reaches $0.70 for over 20 consecutive trading days in 2026, the participant is entitled to equity awards equal to 0.07% of our market cap; (ii) if the share price of Common Stock reaches $1.00 for over 20 consecutive trading days in 2026, the participant is entitled to equity awards equal to 0.10% of our market cap; or (iii) if the share price of Common Stock reaches $2.00 for over 20 consecutive trading days in 2026, the participant is entitled to equity awards equal to 0.15% of our market cap. The highest target achieved within 2026 determines the value of the equity award for 2026 for each Seller.

Heckler & Koch AG Investment

On February 6, 2026, we entered into the H&K Acquisition Agreement with Brick Lane pursuant to which we acquired from Brick Lane 295,000 shares (or approximately 0.8% of the outstanding common shares) of H&K, a leading manufacturer of small firearms for NATO and EU countries whose shares are listed on Euronext Paris under the ticker MLHK, for an aggregate purchase price of $15,000,000, which was paid by the H&K Acquisition Note. The H&K Acquisition Note bears no interest except in the event of a default, has a March 19, 2027 maturity date, and is convertible for $0.1515 per share, which was the closing VWAP on the day prior to the execution date of the H&K Acquisition Agreement. Conversion of the note is limited in the event stockholder approval or an increase in authorized shares is required, or when conversion would result in Brick Lane and its affiliates beneficially owning more than 9.9% of our then outstanding shares of Common Stock. The H&K Acquisition Note is subordinate to (i) the currently outstanding Series A Preferred Stock, solely with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, and (ii) the Debenture. We are required to file a resale registration statement for the shares of Common Stock issuable upon conversion of the H&K Acquisition Note by no later than 10 business days following the filing of our Annual Report on Form 10-K for the year ended December 31, 2025 with the SEC.

Recent Financing Transactions, Settlements and Debt Extinguishments

Transfer of Outstanding Preferred Stock

On February 6, 2026, we entered into the Exchange Agreement with Indigo, pursuant to which we agreed to issue the Indigo Warrant in exchange for the transfer of 844,938 shares of our Series A Preferred Stock held by Indigo into our treasury. The number of shares of Common Stock issuable under the warrant (55,771,485) for a nominal exercise price of $0.0001 per share was determined using the closing VWAP on the day prior to the execution date of the Exchange Agreement. In accordance with the terms of the Indigo Warrant, we may not issue or sell any shares of Common Stock to Indigo under the Indigo Warrant which would result in Indigo and its affiliates beneficially owning more than 4.99% of the then outstanding shares of Common Stock. The Indigo Warrant is exercisable immediately for three years until February 6, 2029.

The YA Financing

On December 17, 2025, we completed a $25 million financing transaction (the “YA Financing”) in accordance with the Securities Purchase Agreement, dated December 13, 2025 (the “YA Purchase Agreement”) with YA, pursuant to which, in exchange for an aggregate capital infusion of $23,250,000 (the “Purchase Price”) from YA, we issued to YA (i) a debenture (the “Debenture”) in the aggregate principal amount of $25,000,000, (ii) warrants (the “Series 1 Warrants”) to purchase up to an aggregate of 80,000,000 shares of Common Stock (the “Series 1 Warrant Shares”) for an exercise price of $0.01 per share, (iii) warrants (the “Series 2 Warrants”) to purchase up to an aggregate of 100,000,000 shares of Common Stock (the “Series 2 Warrant Shares”) for an exercise price of $0.25 per share, (iv) warrants (the “Series 3 Warrants”) to purchase up to an aggregate of 25,000,000 shares of Common Stock (the “Series 3 Warrant Shares”) for an exercise price of $0.375, and (v) warrants (the “Series 4 Warrants” and together with the Series 1 Warrants, Series 2 Warrants and the Series 3 Warrants, the “YA Warrants”) to purchase up to an aggregate of 25,000,000 shares of Common Stock (the “Series 4 Warrant Shares” and together with the Series 1 Warrant Shares, the Series 2 Warrant Shares and the Series 3 Warrant Shares, the “YA Warrant Shares”) for an exercise price of $0.47. The documents entered into in connection with the YA Financing, including, without limitation, the YA Purchase Agreement, Debenture and YA Warrants, are defined as the “YA Financing Documents.”

Under applicable NYSE American rules, in no event may we issue to YA under the YA Warrants shares equal to greater than 19.99% of the shares of Common Stock outstanding immediately prior to the execution of the YA Purchase Agreement (the “Exchange Cap”), unless the Company obtains stockholder approval (the “YA Stockholder Approval”) to issue shares of Common Stock in excess of the Exchange Cap in accordance with applicable NYSE American rules. In addition, in accordance with the terms of the YA Warrants, we may not issue or sell any shares of Common Stock to YA under the YA Warrants which, when aggregated with all other shares of Common Stock then beneficially owned by YA and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 thereunder), would result in YA’s then beneficially owning more than 4.99% of the then outstanding shares of Common Stock.

We may at our option, upon 10 days’ notice, require YA to exercise Series 2 Warrants, Series 3 Warrants, or Series 4 Warrants for the applicable cash purchase price, so long as YA Stockholder Approval has been obtained, the YA Warrant Shares have been registered for public resale, the volume weighted average price of the shares of Common Stock is 150% or greater than the applicable exercise price for 30 consecutive trading days, and the amount exercised would not exceed 5% of the aggregate share volume traded during such period.

The net proceeds of this financing, after deducting the fees and expenses of the Placement Agent and other transaction expenses payable by us, are expected to be approximately $21,850,000. If we receive YA Stockholder Approval for issuances of YA Warrant Shares above the Exchange Cap and if YA were to exercise all of the YA Warrants at the applicable exercise price set

forth in each YA Warrant in cash for the entire 230,000,000 Warrant Shares, we would receive approximately $46,925,000 in gross proceeds (subject to a cash fee of 5.0% of such proceeds owed to the Placement Agent as described below).

Pursuant to the YA Purchase Agreement, subject to certain exceptions, without the prior written consent of YA, we may not enter into Variable Rate Transactions (as defined in the YA Purchase Agreement) until the Debenture has been repaid in full.

On December 23, 2025, we filed YA Resales Form S-1 to register for resale from time to time up to 230,000,000 shares of Common Stock that may be sold by YA upon exercise of the YA Warrants issued on December 17, 2025. The YA Resales Form S-1 became effective on January 7, 2026.

Pursuant to a Placement Agency Agreement with Placement Agent, we agreed to pay the Placement Agent in connection with the YA Financing (i) a cash fee equal to 5.0% of the $25,000,000 principal amount of the Debenture, (ii) a cash fee equal to 5.0% of the aggregate gross proceeds received by us upon exercise of the YA Warrants, and (iii) reimbursement for reasonable accountable and out-of-pocket expenses incurred relating to the YA Financing up to $25,000.

The 2025 Public Offering

On September 16, 2025, we consummated a best efforts public offering (the “2025 Public Offering”) of an aggregate of (i) 32,373,536 shares of Common Stock, (ii) 51,660,075 warrants, with an exercise price of $0.0001 per share, to purchase shares of Common Stock (“September 2025 Pre-Funded Warrants”), and (iii) 126,050,417 warrants, with an exercise price of $0.1714 per share, to purchase shares of Common Stock (“September 2025 Common Stock Warrants”). Each share of Common Stock or September 2025 Pre-Funded Warrant was sold together with one September 2025 Common Stock Warrant to purchase 1.5 shares of Common Stock. The combined offering price for each share of Common Stock and September 2025 Common Stock Warrant was $0.1428, and the combined offering price for each September 2025 Pre-Funded Warrant and accompanying September 2025 Common Stock Warrant was $0.1427.

In connection with the 2025 Public Offering, we agreed to issue to the Placement Agent 3,361,344 warrants, with an exercise price of $0.1785 per share, to purchase shares of Common Stock (“September 2025 Placement Agent Warrants”).

We received gross proceeds of $11,994,884 from the 2025 Public Offering and incurred $1,668,303 of offering costs, resulting in net cash proceeds of $10,744,346.

For additional information related to the 2025 Public Offering, see Notes 9 and 10 to the Q3 2025 Financial Statements included in this prospectus.

3(a)(10) Claims Settlement

On July 17, 2025, we and Silverback Capital Corporation agreed to settle outstanding claims in an amount of $5,662,479 (the “Claims”) owed to Silverback in exchange for a settlement amount payable in shares of Common Stock, subject to court approval. The settlement was approved by the state court on July 30, 2025, after a fairness hearing pursuant to the requirements of Section 3(a)(10) of the Securities Act. As of November 14, 2025, the Silverback program was performed and concluded. For additional information, see Note 3 to the Q3 2025 Financial Statements included in this prospectus.

Standby Equity Purchase Agreement

On May 30, 2025, we entered into the SEPA with YA pursuant to which we have the right to sell to YA up to $100 million of Common Stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. For additional information regarding the SEPA, see Note 11 to the Q3 2025 Financial Statements.

During the three and nine months ended September 30, 2025, we sold 9,801,958 shares of Common Stock under the SEPA for aggregate gross proceeds of approximately $1,830,853, before deducting fees and expenses of approximately $28,451.

Through February 5, 2026, we have issued an aggregate 50 million shares of Common Stock under the SEPA and received aggregate net cash proceeds of approximately $20.8 million.

Indigo Capital Convertible Notes, Agile Note, Diagonal Convertible Notes, Boot Convertible Note, Brick Lane Convertible Notes, Bomore Convertible Notes, Torcross Convertible Note and Yorkville Promissory Note

During 2025, we entered into certain convertible notes with various third parties. For additional information, see Note 8 of the Q3 2025 Financial Statements included in this prospectus.

Junior Notes, Senior Notes, August 2024 Convertible Notes and Foreclosure Collateral Sale

During the first quarter of 2025, we fully extinguished our (i) Junior Notes and Senior Notes in connection with certain conversions and as part of the Foreclosure and (ii) August 2024 Convertible Notes (each as defined and described in Note 8 to the Q3 2025 Financial Statements). For additional information, see Note 8 to the Q3 2025 Financial Statements included in this prospectus.

Liqueous Settlement Agreement

In the first quarter of 2025, we entered into a settlement and mutual release agreement (as amended, the “Liqueous Settlement Agreement”), with Liqueous LP (“Liqueous”), whereby we (i) received certain cash payments during the three and nine months ended September 30, 2025, as further described in Note 6 to the Q3 2025 Financial Statements, (ii) modified and issued certain warrants, which were subsequently exercised into Common Stock, and (iii) agreed to issue shares of Common Stock to extinguish the $1,053,824 borrowed by us from Liqueous (the “Liqueous Obligation”). During the third quarter of 2025, the Liqueous Obligation was assigned to Redstone Group I LLC (“Redstone”) and $1,097,113 of outstanding principal and accrued interest was settled through the issuance of 9,000,000 shares of our Common Stock to Redstone.

In October 2024, we entered into an agreement with Liqueous pursuant to which, among other things, we agreed to implement a $50 million equity line of credit (“ELOC”) pursuant to which we could require Liqueous to purchase Common Stock from time-to-time in the amounts and for the prices determined in accordance with the terms of the ELOC. Following the Liqueous Settlement Agreement, the ELOC will not be implemented and no additional equity will be sold to Liqueous, other than as set forth in the Liqueous Settlement Agreement. For additional information, see Notes 6, 8 and 10 to the Q3 2025 Financial Statements.

Future Acquisitions

To the extent we are able to obtain funding, we plan to continue to acquire controlling interests in strategic targets in the future, with a goal of returning value to our stockholders through receipt of distributions from our controlled subsidiaries and the eventual sale or spin-off of such subsidiaries.

Maddox Joint Venture

On October 22, 2025, we entered into the SFA, among the Company, Nuburu Defense and Maddox, pursuant to which we and Maddox plan to establish the Maddox JV focused on dual-use UAV solutions and deployable additive-manufacturing capabilities, supporting forward-deployed production, sustainment, and defense manufacturing-as-a-service models for military and allied customers. For information related to the Maddox JV, see “Our Business – Recent Developments – Acquisition and Joint Venture Plans – Agreement with Maddox Defense Incorporated” and Note 16 to the Q3 2025 Financial Statements.

Lyocon Acquisition

On November 28, 2025, we entered into a binding term sheet with the owners of Lyocon, pursuant to which we, through Nuburu Subsidiary, planned to acquire all of the ownership interests in Lyocon. On January 15, 2026, we, through Nuburu Subsidiary, consummated the acquisition of all of the ownership interests in Lyocon from the Sellers. For information related to the Lyocon Acquisition, see “Our Business – Recent Developments – Acquisition and Joint Venture Plans – Lyocon Acquisition.”

Heckler & Koch AG Investment

On February 9, 2026, we entered into the H&K Acquisition Agreement with Brick Lane pursuant to which we acquired from Brick Lane 295,000 shares (or approximately 0.8% of the outstanding common shares) of H&K for an aggregate purchase price of $15,000,000, which was paid by the H&K Acquisition Note. For information related to the H&K investment, see “Our Business – Recent Developments – Acquisition and Joint Venture Plans – Heckler & Koch AG Investment.”

RECENT FINANCING TRANSACTIONS, SETTLEMENTS AND DEBT EXTINGUISHMENTS

Acquisition of Outstanding Preferred Stock

On February 6, 2026, we entered into the Exchange Agreement with Indigo, pursuant to which we agreed to issue the Indigo Warrant in exchange for the transfer of 844,938 shares of our Series A Preferred Stock held by Indigo into our treasury. For additional information related to the Exchange Agreement, see “Our Business – Recent Developments – Recent Financing Transactions, Settlements and Debt Extinguishments” above in this prospectus.

The YA Financing

On December 17, 2025, we completed the YA Financing in accordance with the YA Purchase Agreement with YA, pursuant to which, in exchange for an aggregate capital infusion of $23,250,000, we issued to YA (i) the Debenture in the aggregate principal amount of $25,000,000, (ii) the Series 1 Warrants to purchase up to an aggregate of 80,000,000 shares of Common Stock (the Series 1 Warrant Shares) for an exercise price of $0.01 per share, (iii) the Series 2 Warrants to purchase up to an aggregate of 100,000,000 shares of Common Stock (the Series 2 Warrant Shares) for an exercise price of $0.25 per share, (iv) the Series 3 Warrants to purchase up to an aggregate of 25,000,000 shares of Common Stock (the Series 3 Warrant Shares) for an exercise price of $0.375, and (v) the Series 4 Warrants to purchase up to an aggregate of 25,000,000 shares of Common Stock (the Series 4 Warrant Shares) for an exercise price of $0.47.

For additional information related to the YA Financing, see “Our Business – Recent Developments – Recent Financing Transactions, Settlements and Debt Extinguishments” above in this prospectus.

The 2025 Public Offering

On September 16, 2025, we consummated a best efforts public offering (the 2025 Public Offering) of an aggregate of (i) 32,373,536 shares of Common Stock, (ii) 51,660,075 September 2025 Pre-Funded Warrants, with an exercise price of $0.0001 per share, and (iii) 126,050,417 September 2025 Common Stock Warrants, with an exercise price of $0.1714 per share. Each share of Common Stock or September 2025 Pre-Funded Warrant was sold together with one September 2025 Common Stock Warrant to purchase 1.5 shares of Common Stock. The combined offering price for each share of Common Stock and September 2025 Common Stock Warrant was $0.1428, and the combined offering price for each September 2025 Pre-Funded Warrant and accompanying September 2025 Common Stock Warrant was $0.1427.

In connection with the 2025 Public Offering, we agreed to issue to the Placement Agent 3,361,344 warrants, with an exercise price of $0.1785 per share, to purchase shares of Common Stock.

We received gross proceeds of $11,994,884 from the 2025 Public Offering and incurred $1,668,303 of offering costs, including the initial fair value of the September 2025 Placement Agent Warrants of $417,815, which were recorded as a reduction of additional paid-in capital, resulting in net cash proceeds of $10,744,346.

For additional information related to the 2025 Public Offering, see Notes 9 and 10 to the Q3 2025 Financial Statements included in this prospectus.

3(a)(10) Claims Settlement

On July 17, 2025, we and Silverback agreed to settle outstanding Claims owed to Silverback in exchange for a settlement amount payable in shares of Common Stock, subject to court approval. The settlement was approved by the state court on July 30, 2025, after a fairness hearing pursuant to the requirements of Section 3(a)(10) of the Securities Act. As of the date of filing of the Q3 2025 Quarterly Report, the Silverback program was performed and concluded.

For additional information, see Note 3 to the Q3 2025 Financial Statements.

Standby Equity Purchase Agreement

On May 30, 2025, we entered into the SEPA with the SEPA Investor, pursuant to which we have the right to sell to the SEPA Investor up to $100 million of Common Stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. We are not obligated to make any sales under the SEPA. The SEPA will terminate on the earlier of 36 months from execution or full utilization of the Commitment Amount, and may be terminated earlier by us with five trading days’ written notice, subject to certain conditions.

For additional information regarding the SEPA, see Note 11 to the Q3 2025 Financial Statements.

Indigo Capital Convertible Notes, Agile Note, Diagonal Convertible Notes, Boot Convertible Note, Brick Lane Convertible Notes, Bomore Convertible Notes, Torcross Convertible Note and Yorkville Promissory Note

During the three and nine months ended September 30, 2025, we entered into certain convertible notes with various third parties. For additional information, see Note 8 to the Q3 2025 Financial Statements.

Junior Notes, Senior Notes, August 2024 Convertible Notes and Foreclosure Collateral Sale

During the first quarter of 2025, we fully extinguished our (i) Junior Notes and Senior Notes in connection with certain conversions and as part of the Foreclosure and (ii) August 2024 Convertible Notes (each as defined and described in Note 8 to the Q3 2025 Financial Statements). For additional information, see Note 8 to the Q3 2025 Financial Statements.

SFE EI Senior Note Settlement Agreement and Company Funding

On January 13, 2025, we entered into a letter agreement with SFE EI, pursuant to which SFE EI agreed to engage in efforts and commit capital to finance the operations of the Company for the next twelve months pursuant to the Transformation Plan.

Liqueous Settlement Agreement

In the first quarter of 2025, we entered into the Liqueous Settlement Agreement, as amended, with Liqueous, whereby we (i) received certain cash payments during the three and nine months ended September 30, 2025, as further described in Note 6 to the Q3 2025 Financial Statements, (ii) modified and issued certain warrants, which were subsequently exercised into Common Stock, and (iii) agreed to issue shares of Common Stock to extinguish the Liqueous Obligation, as defined and described in Note 8. During the third quarter of 2025, the Liqueous Obligation was assigned to Redstone Group I LLC (“Redstone”) and $1,097,113 of outstanding principal and accrued interest was settled through the issuance of 9,000,000 shares of Common Stock to Redstone.

In October 2024, we entered into the Master Agreement with Liqueous pursuant to which, among other things, we agreed to implement a $50 million ELOC pursuant to which we could require Liqueous to purchase Common Stock from time-to-time in the amounts and for the prices determined in accordance with the terms of the ELOC. Following the Liqueous Settlement Agreement, the ELOC will not be implemented and no additional equity will be sold to Liqueous, other than as set forth in the Liqueous Settlement Agreement.

For additional information, see Notes 6, 8 and 10 to the Q3 2025 Financial Statements.

ADDITIONAL RECENT DEVELOPMENTS

Inventory, Property and Equipment and Right-of-Use Asset Impairment

During the first quarter of 2025, in connection with our default under our lease and a default judgment obtained by the landlord against us, we (i) wrote down our inventory to a net realizable value of zero, (ii) wrote down the carrying value of our property and equipment, all of which was at the leased location, to a net book value of zero, and (iii) fully impaired the right-of-use asset associated with this lease, as we could no longer use the leased premises. For additional information, see Notes 1 and 3 to the Q3 2025 Financial Statements.

NYSE Regulation Notice of Noncompliance

On April 29, 2025, we received a Notice of Noncompliance (the “Notice”) from NYSE Regulation indicating that we were not in compliance with Section 1003(a)(i) of the NYSE American LLC Company Guide (the “Company Guide”), which requires a company to maintain stockholders’ equity of $2.0 million or more if it has reported losses from continuing operations or net losses in two of its three most recent fiscal years. The Notice had no immediate effect on the listing or trading of our securities

and our Common Stock continues to trade on the NYSE American under the symbol “BURU” with the designation of “.BC” to indicate that we are not in compliance with the NYSE American’s continued listing standards.

As required by the Company Guide, on May 29, 2025, we submitted a detailed plan to NYSE Regulation advising of actions we have taken or will take to regain compliance with the continued listing standards (the “Compliance Plan”) by the compliance deadline of October 29, 2026, which includes the implementation of our previously announced Transformation Plan. On July 22, 2025, the NYSE American notified us that it had accepted our Compliance Plan and granted a plan period through October 29, 2026 (the “Plan Period”). NYSE American will review us periodically for compliance with the Compliance Plan. If we are not in compliance with the continued listing standards by October 29, 2026, or if we do not make progress consistent with the Compliance Plan during the Plan Period, NYSE American may initiate delisting proceedings as appropriate. However, we may appeal a staff delisting determination in accordance with the Company Guide.

We believe that, upon consummation of certain of the transactions that we have recently announced, we will be able to regain compliance. However, such transactions are subject to regulatory approvals, stockholder approval, and other closing conditions and, as a result, may not be consummated. Even if consummated, such transactions may not achieve the anticipated results or benefits to us.

NYSE American 2024 Delisting and Reinstatement

On June 13, 2024, NYSE American LLC announced that it had determined to commence proceedings to delist our Common Stock. Trading of our stock on NYSE American was immediately suspended and we commenced trading on the over-the-counter market.

On July 29, 2024, we received a notification from NYSE American informing us that we had resolved the continued listing deficiency with respect to low selling price as described in Section 1003(f)(v) of the Company Guide. As a result, the staff of NYSE Regulation withdrew its delisting determination and lifted the trading suspension on our Common Stock. The Common Stock recommenced trading on NYSE American on Friday, August 2, 2024 under the symbol “BURU.”

2024 Reverse Stock Split

On February 22, 2024, we held a special meeting of stockholders where stockholders approved proposals to authorize the Company to effect a reverse stock split of our issued and outstanding Common Stock within a range from 1-for 30 to 1-for-75, with the exact ratio of the reverse stock split to be determined by our board of directors. On July 23, 2024, we effected a 1-for-40 reverse stock split (the "Reverse Stock Split").

Components of Statements of Operations in 2024 Financial Statements

Revenue

Revenue consists of revenue recognized from sales and installation services of high-powered lasers. We have customers in the United States, Europe, and Asia. In all sales arrangements, revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services.

Cost of Revenue

Cost of revenue primarily consists of the cost of materials, overhead and employee compensation associated with the manufacturing of our high-powered lasers. Product cost also includes lower of cost or net realizable value inventory ("LCNRV") adjustments if the carrying value of the inventory is greater than its net realizable value as well as adjustments for excess or obsolete inventory.

well as costs related to trade shows, marketing programs, third-party consulting expenses, and application lab depreciation expenses. We expense selling and marketing costs as incurred. We expect selling and marketing expenses to increase in future periods as we expand our sales force, marketing, and customer support organizations and increase our participation in trade shows and marketing programs.

General and Administrative

Our general and administrative expenses consist primarily of compensation and related costs for our finance, human resources and other administrative personnel, and include stock-based compensation, employee benefits and travel expenses. In addition, general and administrative expenses include our third-party consulting and advisory services, legal, audit, accounting services and facilities costs. We expect our general and administrative expenses to increase for the foreseeable future as we scale headcount with the growth of our business, and as a result of operating as a public company, including compliance with the rules and regulations of the SEC, legal, audit, additional insurance expenses, investor relations activities, and other administrative and professional services.

Interest Income

Interest income consists primarily of interest income received on our cash and cash equivalents.

Interest Expense

Interest expense consists primarily of interest owed on our outstanding debt and amortization of deferred financing costs, as further described in Note 8 to the consolidated financial statements for the years ended December 31, 2024 and 2023 (the “2024 Financial Statements”) included in this prospectus.

Change in Fair Value of Warrant Liabilities

Change in fair value of warrant liabilities consists of non-cash gains or losses recognized based on the change in the fair value of our liability-classified warrants, which are re-measured to fair value at each balance sheet date with the corresponding gain or loss from the adjustment. Refer to Notes 5 and 10 to the 2024 Financial Statements included in this prospectus.

Change in Fair Value of Derivative Liability

Change in fair value of derivative liability consists of non-cash gains or losses recognized based on the change in the fair value of the embedded derivatives under the August 2024 Convertible Notes that were required to be bifurcated from the host instrument and accounted for at fair value at issuance, as well as each subsequent balance sheet date. Refer to Notes 5 and 8 to the 2024 Financial Statements included in this prospectus.

Loss on Debt Extinguishment

Loss on debt extinguishment consists of losses incurred to extinguish debt during the periods presented due to the reacquisition value of the debt exceeding its carrying amount. Refer to Note 8 to the 2024 Financial Statements included in this prospectus.

Other Income, Net

Other income, net consists primarily of a gain recorded related to a federal tax credit.

Revenue. Revenue decreased $1,933,405 during the year ended December 31, 2024 compared to the same period in 2023. This decrease is primarily due to the measures implemented by management during 2024 designed to reduce costs, which included implementing a furlough of employees that significantly impacted commercialization and operations, particularly in the second half of 2024, as described above.

Cost of Revenue. Cost of revenue decreased $3,489,957 during the year ended December 31, 2024 compared to the same period in 2023, consistent with the decline in revenue. This decrease is largely due to a period-over-period decrease of approximately $3,498,000 of direct job costs and materials due to decreased production of the laser systems related to the measures implemented by management during 2024 designed to reduce costs, which included implementing a furlough of employees that significantly impacted commercialization and operations, particularly in the second half of 2024, as described above.

Research and Development. Research and development expenses decreased $3,640,864 during the year ended December 31, 2024 compared to the same period in 2023. This decrease is primarily due to (i) approximately $2,396,000 of lower personnel costs due to the cost reduction measures instituted by management during 2024, as further discussed above, (ii) approximately $975,000 of lower spend on the BLTM series as it transitioned to production in 2023 and (iii) approximately $225,000 lower software, materials and consulting costs.

Selling and Marketing. Selling and marketing expenses decreased $1,071,616 during the year ended December 31, 2024 compared to the same period in 2023. This decrease is primarily due to lower personnel costs related to the cost reduction measures instituted by management during 2024, as further discussed above, the reversal of stock compensation expense due to the departure of our Chief Marketing and Sales Officer in April 2024 and the resultant forfeiture of his unvested awards, and a decrease in consulting costs.

General and Administrative. General and administrative expenses decreased $2,309,874 during the year ended December 31, 2024 compared to the same period in 2023. This decrease is primarily driven by a decrease in compliance costs and professional fees, which were heightened during the 2023 period due to the Business Combination, and a decrease in personnel costs due to the cost reduction measures instituted by management in the second half of 2024, as further discussed above.

Interest Income. Interest income decreased $100,206 during the year ended December 31, 2024 compared to the same period in 2023 due to lower cash balances between periods.

Interest Expense. Interest expense increased $2,482,361 during the year ended December 31, 2024 compared to the same period in 2023 primarily due to higher debt balances between periods. Interest expense during the year ended December 31, 2024 was

comprised of interest accrued on the Senior Convertible Notes and Junior Notes and the debt discount amortization for the Junior Notes. Refer to Note 8 to the 2024 Financial Statements included in this prospectus for more information on our debt obligations.

Change in Fair Value of Warrant Liabilities. We recorded a gain of $343,391 during the year ended December 31, 2024, which resulted from the decrease in the fair value of the Company's liability-classified warrants during 2024. During 2023, we recorded a gain of $1,766,513 due to the decrease in the fair value of the Public Warrants and Junior Note Warrants. As of December 31, 2023, the Public Warrants have a zero value due to being delisted from the NYSE American, as further discussed in Note 5 to the 2024 Financial Statements included in this prospectus.

Change in Fair Value of Derivative Liability. We recorded a gain of $141,100 during the year ended December 31, 2024, which resulted from the decrease in the fair value of the derivative liability from the time of the issuance of the August 2024 Convertible Notes in August 2024 through December 31, 2024. There was no derivative liability recorded during 2023.

Loss on Extinguishment of Debt. We recorded a loss on the extinguishment of debt of $20,504,307 during the year ended December 31, 2024, which primarily related to the issuance of 19,234,912 shares to noteholders of the Senior Notes and Junior Notes to extinguish an aggregate amount of $5,645,471 of principal and accrued interest under the Senior Notes and Junior Notes. For further information, see Note 8 to the 2024 Financial Statements included in this prospectus.

Other income, net. Other income, net consisted of a $218,169 gain related to an Employee Retention Tax Credit for qualifying 2021 wages received during the year ended December 31, 2024, which was accounted for when collectability was assured.

Components of Statements of Operations in Q3 2025 Financial Statements

Revenue

Revenue consists of revenue recognized from sales and installation services of high-powered lasers. We have customers in the United States, Europe and Asia. In all sales arrangements, revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to receive in exchange for those goods or services.

Cost of Revenue

Cost of revenue primarily consists of the cost of materials, overhead and employee compensation associated with the manufacturing of our high-powered lasers. Product cost also includes lower of cost or net realizable value inventory (“LCNRV”) adjustments if the carrying value of the inventory is greater than its net realizable value as well as adjustments for excess or obsolete inventory.

Operating Expenses

As described above, during 2024, management initiated measures designed to reduce costs, which included implementing a furlough of employees. This significantly impacted commercialization and operations, particularly in the second half of 2024 and continuing in 2025.

Research and Development

Research and development expenses consist primarily of compensation and related costs for personnel, including stock-based compensation, employee benefits, training, travel, third-party consulting services, laboratory supplies, and research and development equipment depreciation incurred to further our commercialization development efforts. We expense research and development costs as incurred. We anticipate research and development expenses to increase significantly as we expand our product portfolio.

Selling and Marketing

Selling and marketing expenses consist primarily of compensation and related costs for our direct sales force, sales management, and marketing and include stock-based compensation, employee benefits, and travel for selling and marketing employees as well as costs related to trade shows, marketing programs. third-party consulting expenses, and application lab depreciation expenses. We expense selling and marketing costs as incurred. We expect selling and marketing expenses to increase in future periods as we expand our sales force, marketing, and customer support organizations and increase our participation in trade shows and marketing programs.

General and Administrative

Our general and administrative expenses consist primarily of compensation and related costs for our finance, human resources and other administrative personnel, and include stock-based compensation, employee benefits and travel expenses. In addition, general and administrative expenses include our third-party consulting and advisory services, legal, audit, accounting services and facilities costs. We expect our general and administrative expenses to increase for the foreseeable future as we scale headcount with the growth of our business, and as a result of operating as a public company, including compliance with the rules

and regulations of the SEC, legal, audit, additional insurance expenses, investor relations activities, and other administrative and professional services.

Interest Income

Interest income consists primarily of interest income received on our cash and cash equivalents.

Interest Expense

Interest expense consists primarily of (i) interest owed on our outstanding debt, (ii) through the first quarter of 2025, amortization of deferred financing costs and (iii) during 2025, interest expense incurred in connection with the amounts payable to the Landlord as part of the lease settlement. For additional information related to our lease settlement and debt obligations, see Notes 3 and 8, respectively, in the Q3 2025 Financial Statements included in this prospectus.

Change in Fair Value of Warrant Liabilities

Change in fair value of warrant liabilities consists of non-cash gains or losses recognized based on the change in the fair value of our liability-classified warrants, which are re-measured to fair value at each balance sheet date with the corresponding gain or loss from the adjustment. Refer to Notes 4 and 10 in the Q3 2025 Financial Statements included in this prospectus for more information.

Change in Fair Value of Derivative Liability

Change in fair value of derivative liability consists of non-cash gains or losses recognized based on the change in the fair value of the embedded derivatives under the August 2024 Convertible Notes that were required to be bifurcated from the host instrument and accounted for at fair value at issuance, as well as each subsequent balance sheet date. Refer to Notes 4 and 8 in the Q3 2025 Financial Statements included in this prospectus for more information.

Change in Fair Value of Convertible Note Receivable

Change in fair value of convertible note receivable relates to the unrealized gain or loss resulting from the change in fair value of the Convertible Note Receivable for which the fair value option was elected. This amount reflects the remeasurement of the asset to its current fair value as of the reporting date. For additional information, see Note 5 to the Q3 2025 Financial Statements included in this prospectus.

Change in Fair Value of Notes Payable

Change in fair value of notes payable relates to the unrealized gain or loss resulting from the change in fair value of debt instruments for which the fair value option was elected. This amount reflects the remeasurement of such liabilities to their current fair value as of the reporting date. Refer to Note 8 in the Q3 2025 Financial Statements included in this prospectus for additional information.

Change in Fair Value of SEPA Liability

Change in fair value of SEPA liability relates to the unrealized gain or loss resulting from the change in the fair value of the SEPA liability, which includes (i) the fair value of the put option and (ii) related to the June 30, 2025 valuation, the fair value related to the unissued shares for the commitment fee.

Change in Fair Value of Claims Settlement Liability

Change in fair value of claims settlement liability relates to the unrealized gain or loss resulting from the change in the fair value of the claims settlement liability associated with the Silverback Claims Settlement. Refer to Note 4 in the Q3 2025 Financial Statements included in this prospectus for additional information.

Loss on Issuance of Warrants

Loss on issuance of warrants relates to the excess initial fair value of the Offering Common Stock Warrants over the net proceeds received from the Offering. Refer to Notes 4 and 10 in the Q3 2025 Financial Statements included in this prospectus for more information.

Loss on Issuance of Notes Payable

Loss on issuance of notes payable relates to the excess of the initial fair value of certain debt instruments accounted for under the fair value option over the proceeds received. Refer to Note 8 in the Q3 2025 Financial Statements included in this prospectus for additional information.

Loss on Issuance of SEPA

Loss on issuance of SEPA relates to the initial fair value of the SEPA put right at inception of the SEPA on May 30, 2025. For additional information regarding the SEPA, see Note 11 to the Q3 2025 Financial Statements included in this prospectus.

Loss on Extinguishment of Accounts Payable

Loss on extinguishment of accounts payable relates to the derecognition of the liabilities to vendors in connection with the Silverback Claims Settlement, based on the fair value of the shares of Common Stock that can be issued to Silverback to satisfy the claims and the settlement fee. For additional information, see Note 3 to the Q3 2025 Financial Statements included in this prospectus.

Loss on Extinguishment of Notes Payable

Loss on extinguishment of notes payable consists of losses incurred to extinguish debt during the periods presented. Refer to Note 8 in the Q3 2025 Financial Statements included in this prospectus for additional information.

SEPA fees and issuance costs

SEPA fees and issuance costs relates to fees and issuance costs incurred in connection with the SEPA. For additional information regarding the SEPA, see Note 11 to the Q3 2025 Financial Statements included in this prospectus.

Gain on Sale of Intellectual Property Intangible Assets

Gain on sale of intellectual property intangible assets primarily relates to the sale of collateral to the lenders holding both the outstanding Senior Convertible Notes and Junior Notes in exchange for a full discharge and extinguishment of our Junior Notes and Senior Convertible Notes, as further described in Note 8 in the Q3 2025 Financial Statements included in this prospectus.

Loss on Impairment of Inventories, Property and Equipment and Operating Lease Right-of-Use Asset

Loss on impairment of inventories, property and equipment and operating lease right-of-use asset relates to write-downs and impairments recorded on our inventories, property and equipment and right-of-use-asset in connection with our default under our lease, and ultimate judgment obtained by the Landlord, in April 2025. For additional information, see Notes 1, 3 and 6 to the Q3 2025 Financial Statements included in this prospectus.

Interest Expense Recognized on Remeasurement of Preferred Stock Liability

Interest expense recognized on remeasurement of preferred stock liability relates to the subsequent remeasurement of the preferred stock liability after issuance through March 31, 2025 in connection with the reclassification of the preferred stock from mezzanine equity to a short-term liability on January 31, 2025. For additional information, see Note 9 to the Q3 2025 Financial Statements included in this prospectus.

Cost of Revenue. Cost of revenue decreased $409,756 during the three months ended September 30, 2025 compared to the same period in 2024. This decrease is primarily due to a period-over-period decrease of approximately (i) $276,000 of direct labor and job costs and (ii) $115,000 in overhead, due to decreased production of the laser systems related to the measures implemented by management during 2024 designed to reduce costs, which included implementing a furlough of employees that significantly impacted commercialization and operations and has had a continued impact into the third quarter of 2025. Cost of revenue for the three months ended September 30, 2025 primarily relates to the release of a laser warranty accrual for which no revenue was generated in the period.

Research and Development. Research and development expenses decreased $206,474 during the three months ended September 30, 2025 compared to the same period in 2024. This decrease is primarily due to decreases in (i) stock-based compensation expense of approximately $77,000, due primarily to the furlough of research and development employees as part of the cost reduction measures instituted by management discussed above, (ii) personnel costs of approximately $65,000, due primarily to the furlough of research and development employees as part of the cost reduction measures instituted by management which began during 2024 and continued into 2025 and (iii) depreciation expense of approximately $41,000, due to the write-down of property and equipment to a net book value of zero during the first quarter of 2025. For additional information on the write-down of property and equipment, see Notes 1 and 3 to the Q3 2025 Financial Statements.

Selling and Marketing. Selling and marketing expenses increased $677,334 during the three months ended September 30, 2025 compared to the same period in 2024. This increase is primarily due to an increase in professional and consulting related expenses of approximately $685,000 as part of our Transformation Plan.

General and Administrative. General and administrative expenses increased $86,723 during the three months ended September 30, 2025 compared to the same period in 2024. This increase is primarily driven by the net effect of (i) an increase in professional and consulting services of approximately $326,000, (ii) a decrease in rent expense of approximately $170,000, due to the termination of the Company’s operating lease agreement (see Note 6 for additional information), (iii) a decrease in personnel costs of approximately $153,000, primarily as a result of the cost reduction measures instituted by management which

began during 2024 and continued into 2025, (iv) a decrease in insurance expenses of approximately $143,000 and (v) an increase in accounting and audit services of approximately $111,000.

Interest Expense. Interest expense decreased $1,041,202 during the three months ended September 30, 2025 compared to the same period in 2024, primarily due to lower interest-bearing debt balances. Interest expense during the three months ended September 30, 2025 was comprised primarily of interest accrued on the Agile Note, the Liqueous Obligation, and interest accrued in connection with the amounts payable to the Landlord as part of the lease settlement. Refer to Note 8 in the Q3 2025 Financial Statements included herein for additional information on our debt obligations.

Change in Fair Value of Warrant Liabilities. We recorded a loss of $1,392,598 during the three months ended September 30, 2025, which is primarily related to the increase in the fair value of the Offering Common Stock Warrants, largely due to an increase in the Company's share price from the time of issuance on September 16, 2025 through September 30, 2025. We recorded a gain of $369,674 in the third quarter of 2024, which resulted from the decrease in the fair value of the Junior Note Warrants between June 30, 2024 and September 30, 2024.

Change in Fair Value of Convertible Note Receivable. We recorded a gain of $1,044,294 during the three months ended September 30, 2025, which primarily relates to the net effect of (i) an increase in principal amount under the Convertible Note Receivable and (ii) a decrease in the fair value of the Convertible Note Receivable, primarily due to the potential dilutive impact on SYME's market value of the expected future conversion of the Convertible Note Receivable into SYME ordinary shares and warrants. For additional information, see Note 5 to the Q3 2025 Financial Statements.

Change in Fair Value of SEPA Liability. We recorded a loss of $646,443 during the three months ended September 30, 2025 related to the increase in the fair value of the SEPA liability, primarily due to a change in the amount and timing of expected share draws under the SEPA.

Change in Fair Value of Claims Settlement Liability. We recorded a loss of $2,584,724 during the three months ended September 30, 2025 related to the change in the fair value of the claims settlement liability associated with the Silverback Claims Settlement, primarily driven by a significant reduction in the probability of payment to the remaining unpaid vendor as of September 30, 2025, resulting in a significant reduction in the expected settlement amount. For additional information, see Note 4 to the Q3 2025 Financial Statements.

Loss on Issuance of Warrants. We recorded a loss of $8,756,303 during the three months ended September 30, 2025 related to the excess initial fair value of the Offering Common Stock Warrants over the net proceeds received from the Offering. For additional information regarding the Offering and Offering Common Stock Warrants, see Notes 9 and 10 to the Q3 2025 Financial Statements.

Loss on Issuance of Notes Payable. We recorded a loss of $443,466 during the three months ended September 30, 2025, primarily related to an excess of (i) $142,242 related to the July Diagonal Convertible Note, (ii) $93,158 related to the August Indigo Capital Convertible Note and July Indigo Capital Convertible Note and (iii) $52,366 related to the September Brick Lane Convertible Note, each over the proceeds received. For additional information regarding our notes payable, see Note 8 to the Q3 2025 Financial Statements.

Loss on Extinguishment of Accounts Payable. During the three months ended September 30, 2025, we recorded a loss of $6,513,554 related to the derecognition of the liabilities to vendors in connection with the Silverback Claims Settlement, which was calculated based on the fair value of the shares of Common Stock that can be issued to Silverback to satisfy the claims and the settlement fee. For additional information, see Note 4 to the Q3 2025 Financial Statements.

Loss on Extinguishment of Notes Payable. During the three months ended September 30, 2025, we recorded a loss on the extinguishment of notes payable of $3,265,002, which primarily is comprised of (i) $1,745,201 related to the amendment of the AZ Promissory Note to include a conversion feature, (ii) $1,094,914 related to the amendment of the TAG Promissory Note to include a conversion feature and (iii) $424,887 related to the issuance of 9,000,000 shares to settle $1,097,113 of outstanding principal and accrued interest under the Liqueous Obligation. We recorded a loss on the extinguishment of debt of $1,303,969 for the three months ended September 30, 2024, which primarily relates to the issuance of 2,399,850 shares to noteholders of the Senior Notes and Junior Notes to extinguish an aggregate amount of $677,061 of principal and accrued interest under the Senior Notes and Junior Notes. For additional information regarding our notes payable, see Note 8 to the Q3 2025 Financial Statements.

Comparison of the nine months ended September 30, 2025 and 2024

The following tables set forth our operations for the nine months ended September 30, 2025 and 2024:

Revenue. Revenue decreased $142,827 during the nine months ended September 30, 2025 compared to the same period in 2024. This decrease is primarily due to the measures implemented by management during 2024 and continued into the first nine months of 2025, designed to reduce costs, which included implementing a furlough of employees that significantly impacted commercialization and operations.

Cost of Revenue. Cost of revenue decreased $1,769,259 during the nine months ended September 30, 2025 compared to the same period in 2024. This decrease is primarily due to a period-over-period decrease of approximately (i) $1,351,000 of direct labor and job costs and (ii) $366,000 in overhead, due to decreased production of the laser systems related to the measures implemented by management during 2024 designed to reduce costs, which included implementing a furlough of employees that significantly impacted commercialization and operations and has had a continued impact into the first nine months of 2025.

Research and Development. Research and development expenses decreased $1,471,787 during the nine months ended September 30, 2025 compared to the same period in 2024. This decrease is primarily due to decreases in (i) personnel costs of approximately $923,000, due primarily to the furlough of research and development employees as part of the cost reduction measures instituted by management which began during 2024 and continued into 2025, (ii) stock-based compensation expenses of approximately $250,000, due primarily to the furlough of research and development employees as part of the cost reduction measures instituted by management discussed above, (iii) spend on the BLTM series of approximately $139,000, and (iv) depreciation expense of approximately $99,000 due to the write-down of property and equipment to a net book value of zero during the first quarter of 2025. For additional information on the write-down of property and equipment, see Notes 1 and 3 to the Q3 2025 Financial Statements.

Selling and Marketing. Selling and marketing expenses increased $1,475,147 during the nine months ended September 30, 2025 compared to the same period in 2024. This increase is primarily due to the net effect of (i) an increase in professional and consulting related expenses of approximately $1,284,000 as part of our Transformation Plan, (ii) a decrease in payroll expenses of approximately $368,000, primarily as a result of the cost reduction measures instituted by management which began during 2024 and continued into 2025, (iii) an increase in stock-based compensation expense of approximately $384,000, primarily related to the forfeiture of an employee's unvested awards upon his resignation in April 2024 that resulted in a large reversal of expense in the second quarter of 2024, (vi) an increase in marketing expenses of approximately $263,000 and (v) a decrease in depreciation expense of approximately $84,000 due to the write-down of property and equipment to a net book value of zero during the first quarter of 2025. For additional information on the write-down of property and equipment, see Notes 1 and 3 to the Q3 2025 Financial Statements.

General and Administrative. General and administrative expenses increased $1,667,514 during the nine months ended September 30, 2025 compared to the same period in 2024. This increase is primarily driven by the net effect of (i) an increase in accounting and audit services of approximately $1,520,000, (ii) an increase in acquisition-related expenses of approximately $786,000, (iii) an increase in professional and consulting services of approximately $766,000, (iv) a decrease in personnel costs of approximately $622,000, primarily as a result of the cost reduction measures instituted by management which began during 2024 and continued into 2025, (v) a decrease in stock-based compensation expenses of approximately $386,000, due primarily to the cost reduction measures instituted by management which began during 2024 and continued into 2025, (vi) a decrease in insurance expenses of approximately $295,000, (vii) a decrease in rent expense of approximately $267,000 due to the termination of the Company’s operating lease agreement (see Note 6 for additional information) and (viii) an increase in depreciation expense of approximately $190,000 due to the write-down of property and equipment to a net book value of zero during the first quarter of 2025.

Interest Expense. Interest expense decreased $2,994,585 during the nine months ended September 30, 2025 compared to the same period in 2024 primarily due to lower interest-bearing debt balances between periods, due to the extinguishment of certain notes, as detailed in Note 8. Interest expense during the nine months ended September 30, 2025 was comprised primarily of interest accrued on the Senior Convertible Notes, Junior Notes, August 2024 Convertible Notes, Agile Note, the Liqueous Obligation, and interest accrued in connection with the amounts payable to the Landlord as part of the lease settlement. Interest expense during the nine months ended September 30, 2024 was comprised of interest accrued on the Senior Convertible Notes and Junior Notes and debt discount amortization for the Junior Notes. For more information on our debt obligations, see Note 8 to the Q3 2025 Financial Statements.

Change in Fair Value of Warrant Liabilities, net. We recorded a loss of $1,282,284 during the nine months ended September 30, 2025, which is primarily related to the increase in the fair value of the Offering Common Stock Warrants, largely due to an increase in the Company's share price from the time of issuance on September 16, 2025 through September 30, 2025. During the nine months ended September 30, 2024, we recorded a gain of $2,156,186 which resulted from the decrease in the fair value of the Junior Note Warrants between December 31, 2023 and September 30, 2024.

Change in Fair Value of Convertible Note Receivable. We recorded a gain of $1,055,694 during the nine months ended September 30, 2025, which primarily relates to the net effect of (i) an increase in principal amount under the Convertible Note Receivable and (ii) a decrease the fair value of the Convertible Note Receivable, primarily due to the potential dilutive impact on SYME's market value of the expected future conversion of the Convertible Note Receivable into SYME ordinary shares and warrants. For additional information, see Note 5 to the Q3 2025 Financial Statements.

Change in Fair Value of Notes Payable. We recorded a loss of $1,211,173 during the nine months ended September 30, 2025, which resulted from (i) a loss due to the increase in fair value of $1,160,158 of the Indigo Capital Convertible Notes upon conversion of contractual principal of $725,000, largely due to an increase in the Company's share price from March 31, 2025 through the conversion date in May 2025, (ii) a gain of $132,508 related to the decrease in the fair value of the Indigo Capital Convertible Notes, largely due to a decrease in the Company's share price from the time of the issuance in early March 2025 through March 31, 2025, and (ii) a gain of $124,014 related to the conversion of $307,320 of contractual principal under the Indigo Capital Exchange Convertible Notes. For additional information, see Note 8 to the Q3 2025 Financial Statements.

Change in Fair Value of SEPA Liability. We recorded a loss of $906,950 during the nine months ended September 30, 2025 related to the increase in the fair value of the SEPA liability, primarily due to a change in the amount and timing of expected share draws under the SEPA.

Change in Fair Value of Claims Settlement Liability. We recorded a loss of $2,584,724 during the nine months ended September 30, 2025 related to the change in the fair value of the claims settlement liability associated with the Silverback Claims Settlement, primarily driven by a significant reduction in the probability of payment to the remaining unpaid vendor as of September 30, 2025, resulting in a significant reduction in the expected settlement amount. Refer to Note 4 in the Q3 2025 Financial Statements for additional information.

Loss on Issuance of Warrants. We recorded a loss of $8,756,303 during the nine months ended September 30, 2025 related to the excess initial fair value of the Offering Common Stock Warrants over the net proceeds received from the Offering. For additional information regarding the Offering and Offering Common Stock Warrants, see Notes 9 and 10 to the Q3 2025 Financial Statements.

Loss on Issuance of Notes Payable. We recorded a loss of $1,917,562 during the nine months ended September 30, 2025, primarily related to the excess of an aggregate (i) $982,308 in the initial fair value of the Indigo Capital Convertible Notes, (ii) $335,197 in the initial fair value of the Diagonal Convertible Notes, (iii) $295,754 in the initial fair value of the Brick Lane Convertible Notes, (iv) $155,700 in the initial fair value of the Yorkville Promissory Note and (v) $93,215 in the initial fair value of the Boot Convertible Note, each over the proceeds received. For additional information, see Note 8 to the Q3 2025 Financial Statements.

Loss on Issuance of SEPA. We recorded a loss of $2,582,724 during the nine months ended September 30, 2025 related to the initial fair value of the SEPA put option at inception of the SEPA on May 30, 2025. For additional information regarding the SEPA, see Note 11 to the Q3 2025 Financial Statements.

Loss on Extinguishment of Accounts Payable. During the nine months ended September 30, 2025, we recorded a loss of $6,513,554 related to the derecognition of the liabilities to vendors in connection with the Silverback Claims Settlement, which was calculated based on the fair value of the shares of Common Stock that can be issued to Silverback to satisfy the claims and the settlement fee. For additional information, see Note 4 to the Q3 2025 Financial Statements.

Loss on Extinguishment of Notes Payable. During the nine months ended September 30, 2025, we recorded a loss on the extinguishment of notes payable of $8,393,137, which primarily is comprised of (i) $2,123,403 related to excess of the initial fair value of $3,003,300 of the March Indigo Capital Exchange Convertible Note over the carrying amount of the August 2024 Convertible Notes, (ii) $1,745,201 related to the amendment of the AZ Promissory Note to include a conversion feature, (iii) $1,682,641 related to the sale of collateral, further described in Note 8 to the Q3 2025 Financial Statements, (iv) $1,174,519 related to the issuance of 9,186,581 shares to holders of Junior Notes to extinguish an aggregate $411,865 of principal and accrued interest under the Junior Notes, (v) $1,094,914 related to the amendment of the TAG Promissory Note to include a conversion feature, (vi) $1,071,997 related to the excess of the fair value of the Brick Lane Exchange Convertible Note at issuance and the carrying value of the 100,000 shares of the Company's outstanding Series A Preferred Stock that was extinguished, (vii) $480,399 related to the issuance of 1,878,620 shares to Esousa to extinguish an aggregate $389,375 of principal and accrued interest under the August 2024 Convertible Notes, (viii) $424,887 related to the issuance of 9,000,000 shares to settle $1,097,113 of outstanding principal and accrued interest under the Liqueous Obligation, (ix) $163,500 related to the issuance of the April Indigo Capital Exchange Convertible Note in exchange for the extinguishment of an existing unsecured promissory note of the Company with a carrying value of $2,108,523, and (x) $140,323 related to the excess of the fair value of the Bomore Exchange Convertible Note at issuance and the carrying value of the 100,000 shares of the Company's outstanding Series A Preferred Stock that was extinguished. For further information, see Note 8 to the Q3 2025 Financial Statements.

In the nine months ended September 30, 2024, we issued 4,648,162 shares to noteholders to extinguish principal and accrued interest under the Senior Notes and Junior Notes. The reacquisition value of the debt was higher than the related carrying value, and thus resulted in a loss on debt extinguishment of $11,597,803 for the nine months ended September 30, 2024. For further information, see Note 8 to the Q3 2025 Financial Statements.

SEPA Fees and Issuance Costs. We recorded $1,103,451 of SEPA fees and issuance costs during the nine months ended September 30, 2025, which relates to (i) a structuring fee payable to the SEPA Investor in the amount of $25,000, (ii) a commitment fee payable to the SEPA Investor 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% 90 days following the date of the SEPA, (iii) legal expenses of $50,000 related to the issuance of the SEPA, and (iv) costs incurred in connection with the sale of 9,801,958 shares of Common Stock under the SEPA for aggregate gross proceeds of approximately $1,830,853. The 50% portion of the commitment fee payable that was owed at execution of the SEPA resulted in the issuance of 1,332,623 shares of Common Stock to the SEPA Investor during the second quarter of 2025. Additionally, on July 15, 2025, the Company issued the remaining 1,332,623 shares of Common Stock to the SEPA Investor. For additional information regarding the SEPA, see Note 11 to the Q3 2025 Financial Statements.

Gain on Sale of Intellectual Property Intangible Assets. We recorded a gain on the sale of intellectual property of $8,961,872 during the nine months ended September 30, 2025, which primarily related to the sale of collateral to extinguish the remaining outstanding Junior Notes and Senior Convertible Notes, as further described in Note 8 to the Q3 2025 Financial Statements.

Loss on Impairment of Inventories, Property and Equipment and Operating Lease Right-of-Use Asset. We recorded a loss on impairment of inventories, property and equipment and operating lease right-of-use asset of $6,064,823 related to write-downs and impairments recorded on our inventories, property and equipment and right-of-use asset in connection with our default under our lease, and ultimate judgment obtained by the Landlord, in April 2025. For additional information, see Notes 1, 3, and 6 to the Q3 2025 Financial Statements.

Interest Expense Recognized on Remeasurement of Preferred Stock Liability. We recorded non-cash interest expense of $10,398,050 related to the subsequent remeasurement of the preferred stock liability after issuance through March 31, 2025 in connection with the reclassification of the preferred stock from mezzanine equity to a current liability on January 31, 2025. For additional information, see Note 9 to the Q3 2025 Financial Statements.

Cash flows from operating activities

Our cash flows used in operating activities to date have been primarily comprised of costs related to research and development, selling and marketing, and other general and administrative activities. We expect our expenses related to personnel, research and development, selling and marketing, and general and administrative activities to increase as a result of operating as a public company.

Net cash used in operating activities was $6,616,941 and $17,540,163 for the years ended December 31, 2024 and 2023, respectively. The decrease in net cash flows used in operating activities is primarily driven by decreased operating expenses and changes in working capital, partially offset by a decrease in revenue.

Cash flows from investing activities

Our cash flows from investing activities have been comprised primarily of purchases of equipment and installation of improvements to our leased facilities and headquarters.

Net cash used in investing activities was nil and $1,167,751 for the years ended December 31, 2024 and 2023, respectively. The cash used in investing activities for the year ended December 31, 2023 primarily related to the purchase of equipment to build out our production line.

Cash flows from financing activities

We have financed our operations primarily through the sale of preferred stock, common stock, convertible notes, and promissory notes.

Net cash provided by financing activities was $4,677,578 and $17,976,360 for the years ended December 31, 2024 and 2023, respectively.

Net cash provided by financing activities during the year ended December 31, 2024 is comprised primarily of proceeds from the issuance of pre-funded warrants and Common Stock of $2,180,522 and $200,000 respectively, as well as proceeds from debt borrowings of $1,796,824 and proceeds from shareholder advances of $644,936, partially offset by payments of accrued deferred financing costs for the Junior Notes totaling $71,500 and tax withholdings for RSU issuances totaling $73,204.

Net cash provided by financing activities during the year ended December 31, 2023 is comprised of proceeds received from the issuance of convertible promissory notes and warrants, proceeds from the issuance of Common Stock from the Lincoln Park Purchase Agreement, and the proceeds received from the Closing of the Business Combination. These combined proceeds were partially offset by payments of transaction costs associated with the Business Combination.

Cash flows from operating activities

Our cash flows used in operating activities to date have been primarily comprised of costs related to research and development, selling and marketing, and other general and administrative activities. We expect our expenses related to personnel and general and administrative activities to increase as a result of operating as a public company.

Net cash used in operating activities was $7,084,481 and $5,499,839 for the nine months ended September 30, 2025 and 2024, respectively. The increase in cash used in operating activities is primarily the result of an increase in cash used from an increase in net loss, partially offset by decreases in cash used from non-cash expenses, including (i) interest expense recognized on remeasurement of preferred stock liability of $10,398,050, (ii) loss on the issuance of warrants of $8,756,303, (iii) loss on extinguishment of accounts payable of $6,513,554, (iv) loss on impairment of inventories, property and equipment and operating lease right-of-use asset of $6,064,823, (v) loss on fair value of warrant liabilities of $3,438,470, partially offset by increases in cash used from non-cash expenses including the gain on sale of intellectual property intangible assets of $8,961,872.

Cash flows from investing activities

Our cash flows from investing activities have historically been comprised primarily of purchases of equipment and installation of improvements to our leased facilities and headquarters.

Net cash used in investing activities was $3,957,394 and nil for the nine months ended September 30, 2025 and 2024, respectively. The amount used in investing activities for the nine months ended September 30, 2025 relates to (i) $2,957,394 of payments under the Convertible Note Receivable, (ii) $600,000 of cash paid for the anticipated acquisition of TCEI, as further described in Note 6 to the Q3 2025 Financial Statements, and (iii) $400,000 of cash paid related to the payment for the SYME Inventory Advance, as further described in Note 6 to the Q3 2025 Financial Statements.

Cash flows from financing activities

We have financed our operations primarily through the sale of preferred stock, Common Stock, convertible notes, and promissory notes.

Net cash provided by financing activities was $17,649,221 and $3,583,214 for the nine months ended September 30, 2025 and 2024, respectively.

Net cash provided by financing activities during the nine months ended September 30, 2025 is comprised primarily of (i) $11,994,834 of proceeds from the Public Offering as further described in Note 9 to the Q3 2025 Financial Statements, (ii) $7,156,708 of proceeds from certain debt instruments issued, as further described in Note 8 to the Q3 2025 Financial Statements, (iii) $2,674,899 of payments on debt borrowings, (iv) $1,830,853 of proceeds from the SEPA, (v) $1,658,319 of payments of debt and equity issuance costs and (v) 1,000,000 of proceeds received from the Liqueous Settlement Agreement.

Net cash provided by financing in activities in the nine months ended September 30, 2024 is comprised primarily of proceeds from the issuance of pre-funded warrants and Common Stock of $2,139,866 and $200,000, respectively, as well as proceeds from debt borrowings of $743,000 and proceeds from shareholder advances of $644,936, partially offset by payments of accrued debt issuance costs for the Junior Notes totaling $71,500 and tax withholdings for RSU issuances totaling $73,088.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2024 or September 30, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

For our contractual obligations that are expected to have an effect on our liquidity and cash flow, refer to Note 6 to the Q3 2025 Financial Statements included in this prospectus.

Critical Accounting Estimates

Our consolidated financial statements are prepared in conformity with GAAP which requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and assumptions are based on historical experience and on various other factors that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis.

In addition to the accounting policies that are more fully described in the Notes to the 2024 Financial Statements included in this prospectus, we have identified the following critical accounting estimates that require us to use judgments, often as a result of the need to make assumptions regarding matters that are inherently uncertain, and actual results could differ from these estimates. Critical accounting estimates are those that involve a significant amount of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition and results of operations. Accordingly, a different financial presentation could result depending on the judgments, estimates or assumptions that are used. Therefore, we consider an understanding of the variability and judgment required in making these estimates to be critical in fully understanding and evaluating our reported financial results.

Revenue Recognition

Our primary business activity involves sales and installation services of high-powered lasers. We have customers in the United States, Europe, and Asia. All sales and installation services are settled in U.S. dollars.

We recognize revenue at a point in time when transferring control of lasers and over time when providing installation services. Revenues recognized over time are based on the progress towards completion of the performance obligation. The amount of revenue we record reflects the consideration we expect to be entitled to receive in exchange for these products and services. We consider customer purchaser orders to be contracts with a customer. We allocate the transaction price to each distinct product based on its relative standalone selling price.

Our standard contracts include warranty provisions that provide assurance to customers that the products will comply with agreed-upon specifications, which is standard in the industry. Product warranties accounted for in accordance with the guidelines under the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") 460-10 - Guarantees. Therefore, losses from warranty obligations are accrued when the amount of loss can be reasonably estimated, and the information is available before the financial statements are issued or are available to be issued. Due to the assumptions inherent in the calculation of our product warranty liabilities, actual results could differ significantly from estimates.

Inventory

Inventory is stated at the lower of average cost (principally standard cost, which approximates actual cost on a first-in, first-out basis) and net realizable value. Inventory includes raw materials and components that may be specialized in nature and subject to obsolescence. On a quarterly basis, we review inventory quantities on hand in comparison to our past consumption, recent purchases, and other factors to determine what inventory quantities, if any, may not be sellable. Based on this analysis, we write down the affected inventory value for estimated excess and obsolescence charges. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Due to the assumptions inherent in the calculation of our inventory reserve amounts, actual results could differ significantly from estimates.

Liability-Classified Warrants

We account for the Public Warrants and Junior Note Warrants (as defined in Note 8 of the 2024 Financial Statements included in this prospectus) in accordance with the guidance contained in FASB ASC 815-40 - Contracts on an Entity's Own Equity under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the Public Warrants and Junior Note Warrants as liabilities at their fair value and adjust the liabilities to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our consolidated statements of operations. Further, the Junior Note Warrant liability uses inputs classified as Level 3 in the fair value hierarchy, which are inputs in which little or no market data exists, or are otherwise unobservable. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from estimates.

Equity-Classified Warrants

Warrants that meet the criteria for equity treatment are recorded at their fair value as of the issuance date. If the warrants are issued in conjunction with notes, the fair value is allocated between the notes and the warrants based on their respective relative fair values upon issuance. Fair values of warrants are estimated using the Black-Scholes option-pricing model with the following assumptions:

Stock-Based Compensation

We record stock-based compensation in accordance with FASB ASC Topic 718 - Stock Compensation ("ASC 718"). ASC 718 requires all share-based awards to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their fair values. Under the provisions of ASC 718, we determine the appropriate fair value model to be used for valuing share-based issuances and the amortization method for recording compensation cost, which can be impacted by the following assumptions:

Lease Obligations

We account for leases in accordance with FASB ASC Topic 842 - Leases. In determining the present value of lease payments, we use the rate implicit in the lease or, when such rate is not readily available, we utilize our incremental borrowing rate based on the information available at the lease commencement date. Lease expense is recognized on a straight-line basis over the expected lease term. In determining the expected lease term, we may include options to extend or terminate the lease when it is reasonably certain that we will exercise any such option.

Income Taxes

Income taxes are accounted for in accordance with the provisions of FASB ASC Topic 740 - Taxes ("ASC 740"), which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. Income taxes are recognized for the current year and for the impact of deferred tax assets and liabilities, which represent the future tax consequences of events that have been recognized differently in the financial statements than for income tax purposes. Deferred tax assets and liabilities are determined based upon the difference between the financial statement and income tax basis of assets and liabilities, as measured by the enacted tax rates which will be in effect when these differences are expected to reverse. Deferred tax expense (credit) is the result of changes in the deferred tax assets and liabilities.

In the event that future consequences of the differences between financial reporting bases and tax bases of assets and liabilities result in a deferred tax asset, we perform an evaluation of the probability of being able to realize the future benefits indicated by such asset. A valuation allowance related to a net deferred tax asset is recorded when it is more likely than not that some portion or all of the net deferred tax asset will not be realized. We recorded a full valuation allowance as of December 31, 2024 and 2023, as it is more likely than not that we will not be able to utilize our net deferred tax assets in the foreseeable future. We maintain valuation allowances until sufficient evidence exists to support the reversal of such valuation allowances. Refer to Note 12 to the 2024 Financial Statements included in this prospectus for more information.

Recently Issued and Adopted Accounting Pronouncements

We review new accounting standards to determine the expected financial impact, if any, that the adoption of each new standard will have. For the recently issued and adopted accounting standards that we believe may have an impact on our condensed consolidated financial statements, refer to Note 2 to the Q3 2025 Financial Statements.

Description of Securities WE ARE OFFERING

The following descriptions of the Common Stock and certain provisions of our amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”), and amended and restated bylaws, as amended (“Bylaws”), are summaries and are qualified by reference to such documents (together the “Governing Documents”), copies of which have been filed as exhibits to the Company’s Annual Reports on Form 10-K and other periodic reports filed with the SEC, as well as to the relevant provisions of the general corporation law of the state of Delaware (the “DGCL”).

Common Stock

Holders of our Common Stock, par value $0.0001 per share, are entitled to one (1) vote for each share held as of the applicable record date on all matters properly submitted to a vote of stockholders, including the election or removal of directors. Unless specified in our Governing Documents, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of the votes cast at any meeting of the Company stockholders at which there is a quorum by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon will be required to approve any such matter voted on by stockholders. The Company’s board of directors is divided into three (3) classes, each of which

generally serve for a term of three (3) years with only one (1) class of directors being elected each year. The Company’s stockholders do not have cumulative voting rights in the election of directors. Accordingly, holders of a majority of the voting power of the outstanding capital stock of the Company will be able to elect all of the directors.

Subject to preferences that may be applicable to any preferred stock outstanding at the time, the holders of outstanding shares of our Common Stock are entitled to receive ratably any dividends declared by the Company’s Board of Directors out of assets legally available. Upon the liquidation, dissolution or winding up, holders of our Common Stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding shares of preferred stock. Holders of our Common Stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to our Common Stock.

Anti-Takeover Effects of the Company’s Certificate of Incorporation, Bylaws and Certain Provisions of Delaware Law

The Certificate of Incorporation, our Bylaws and the DGCL contain provisions as summarized in the following paragraphs that are intended to enhance the likelihood of continuity and stability in the composition of the Company’s board of directors. These provisions are intended to avoid costly takeover battles, reduce the Company’s vulnerability to a hostile change of control and enhance the ability of the Company’s board of directors to maximize stockholder value in connection with any unsolicited offer to acquire the Company. However, these provisions may have an anti-takeover effect and may delay, deter, or prevent a merger or acquisition of the Company by means of a tender offer, a proxy contest or other takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the prevailing market price for the shares of Common Stock held by stockholders.

These provisions are designed to enhance the likelihood of continued stability in the composition of the Company’s board of directors and its policies, to discourage certain types of transactions that may involve an actual or threatened acquisition of our Company and to reduce our vulnerability to an unsolicited acquisition proposal. We also designed these provisions to discourage certain tactics that may be used in proxy fights. However, these provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they may also reduce fluctuations in the market price of our shares that could result from actual or rumored takeover attempts.

Delaware General Corporation Law Section 203

As a Delaware corporation, we are also subject to the anti-takeover provisions of Section 203 of the DGCL, which generally prohibits a Delaware corporation from engaging in a “business combination” (as defined in the statute) with an “interested stockholder” (as defined in the statute) for a period of three (3) years after the date of the transaction in which the person first becomes an interested stockholder, unless the business combination or the transaction by which the applicable stockholder became an interested stockholder is approved in advance by a majority of the independent directors or by the holders of at least two-thirds of the voting power of the outstanding disinterested shares. The application of Section 203 of the DGCL could also have the effect of delaying or preventing a change of control of us.

Dissenters’ Rights of Appraisal and Payment

Under the DGCL, with certain exceptions, the Company’s stockholders have appraisal rights in connection with certain mergers, consolidations or conversions of the Company. Pursuant to the DGCL, stockholders who properly request and perfect appraisal rights in connection with such merger, consolidation or conversion will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery.

Stockholders’ Derivative Actions

Under the DGCL, any of the Company’s stockholders may bring an action in the Company’s name to procure a judgment in the Company’s favor, also known as a derivative action, if certain conditions are met, provided that the stockholder bringing the action is a holder of the Company’s shares at the time of the transaction to which the action relates or such stockholder’s stock thereafter devolved by operation of law.

Limitations on Liability and Indemnification of Officers and Directors

The DGCL authorizes corporations to limit or eliminate the personal liability of directors and certain officers to corporations and their stockholders for monetary damages for breaches of directors’ and officers’ fiduciary duties, subject to certain exceptions. The Governing Documents include certain provisions that eliminate the personal liability of directors and officers for monetary damages for any breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. The effect of these provisions is to eliminate the rights of the Company and its stockholders, through stockholders’ derivative suits on the Company’s behalf, to recover monetary damages from a director or officer for breach of fiduciary duty as a director or officer in certain circumstances, including breaches resulting from grossly negligent behavior. However, exculpation does not apply to any director if the director has acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper benefit from his or her actions as a director and does not apply to officers if the officer has acted in bad faith, knowingly or intentionally violated the law or derived an improper benefit from his or her actions as a director or in the context of an action by or in the right of the Company.

The Certificate of Incorporation provides that the Company must indemnify the Company’s directors, and our Bylaws provide that the Company must indemnify and advance expenses to the Company’s directors and officers, to the fullest extent authorized by the DGCL. The Company also is expressly authorized to carry directors’ and officers’ liability insurance providing indemnification for the Company’s directors, officers, employees and agents for some liabilities. The Company believes that these indemnification and advancement provisions and the authority to carry insurance are useful to attract and retain qualified directors and executive officers.

The limitation of liability, advancement and indemnification provisions in the Governing Documents may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty.

These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit the Company and its stockholders. In addition, your investment may be adversely affected to the extent the Company pays the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Pre-Funded Warrants

The following summary of certain terms and provisions of the Pre-Funded Warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the Pre-Funded Warrant, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of Pre-Funded Warrant for a complete description of the terms and conditions of the Pre-Funded Warrants.

Duration, Exercise Price and Form. Each Pre-Funded Warrant offered hereby will have an initial exercise price per share equal to $0.0001. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until the Pre-Funded Warrants are exercised in full. The exercise price and number of shares of Common Stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our Common Stock and the exercise price. The Pre-Funded Warrants will be issued separately from the accompanying Common Warrant and may be transferred separately immediately thereafter. The Pre-Funded Warrants will be issued in certificated form only.

Exercisability. The Pre-Funded Warrants will be immediately exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our Common Stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). Purchasers of the Pre-Funded Warrants in this offering may elect to deliver their exercise notice following the pricing of the offering and prior to the issuance of the Pre-Funded Warrants at closing to have their Pre-Funded Warrants exercised immediately upon issuance and receive shares of Common Stock underlying the Pre-Funded Warrants upon closing of this offering. A holder (together with its affiliates) may not exercise any portion of the Pre-Funded Warrant to the extent that the holder would own more than 9.99% of the outstanding Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase or decrease the amount of ownership of outstanding stock after exercising the holder’s Pre-Funded Warrants up to 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. Purchasers of Pre-Funded Warrants in this offering may also elect prior to the issuance of the Pre-Funded Warrants to have the initial exercise limitation set at 9.99% of our outstanding Common Stock.

Fractional Shares. No fractional shares of Common Stock will be issued in connection with the exercise of a Pre-Funded Warrant. In lieu of fractional shares, we will either round up to the nearest whole number or pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price.

Cashless Exercise. If, at the time a holder exercises its Pre-Funded Warrants, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined according to a formula set forth in the Pre-Funded Warrants.

Transferability. Subject to applicable laws, a Pre-Funded Warrant may be transferred at the option of the holder upon surrender of the Pre-Funded Warrant to us together with the appropriate instruments of transfer.

Exchange Listing. There is no trading market available for the Pre-Funded Warrants on any securities exchange or nationally recognized trading system. We do not intend to list the Pre-Funded Warrants on any securities exchange or nationally recognized trading system.

Right as a Stockholder. Except as otherwise provided in the Pre-Funded Warrants or by virtue of such holder’s ownership of shares of our Common Stock, the holders of the Pre-Funded Warrants do not have the rights or privileges of holders of our Common Stock, including any voting rights, until they exercise their Pre-Funded Warrants.

Fundamental Transaction. In the event of a fundamental transaction, as described in the Pre-Funded Warrants and generally including any reorganization, recapitalization or reclassification of our Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of greater than 50% of our outstanding Common Stock, or any person or group becoming the beneficial owner of greater than 50% of the voting power represented by our outstanding Common Stock, the holders of the Pre-Funded Warrants will be entitled to receive upon exercise of the Pre-Funded Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-Funded Warrants immediately prior to such fundamental transaction.

Common Warrants

The following summary of certain terms and provisions of the Common Warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the Common Warrants, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of Common Warrants for a complete description of the terms and conditions of the Common Warrants.

Duration, Exercise Price and Form. Common Warrants will be exercisable for up to an aggregate of 172,500,000 shares of Common Stock, representing 150% of the Offered Securities. Offered Securities are being sold to each investor together with an accompanying Common Warrant exercisable for 150% of the amount of Offered Securities acquired by such investor. Common Warrants will have an exercise price per share equal to $[ ] from the issuance date until the six-month anniversary of the issuance date and $[ ] from the six-month anniversary of the issuance date until the expiration date. Common Warrants will be exercisable immediately for up to 85,000,000 shares of Common Stock on a first come, first serve basis, with exercises of additional amounts being subject to the Company obtaining Stockholder Approval. The Company has agreed to maintain an effective registration statement for the resale of the Warrant Shares by investors and it will subsequently register such additional Warrant Shares, as necessary, following Stockholder Approval. The Common Warrants will expire five years from the date of issuance. The exercise price and number of shares of Common Stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our Common Stock and the exercise price. The Offered Securities and the accompanying Common Warrants, can only be purchased together in this offering but will be issued separately and will be immediately separable upon issuance. The Common Warrants will be issued in certificated form only.

Exercisability. The Common Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our Common Stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the Common Warrants to the extent that the holder would own more than 9.99% of the outstanding Common Stock immediately after exercise.

Cashless Exercise. In the event that the shares issuable upon exercise of the Common Warrants are not registered, in lieu of making the cash payment otherwise contemplated to be made to us upon exercise of a Common Warrant in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise the net number of shares of Common Stock determined according to a formula set forth in the Common Warrants.

Share Combination Event Adjustment. If at any time on or after the date that the Company receives Stockholder Approval, while the Common Warrants are outstanding, there occurs any share split, reverse share split, share dividend, share combination recapitalization or other similar transaction involving the shares of Common Stock (each, a “Share Combination Event”) and the lowest daily VWAP during the period commencing five consecutive trading days immediately preceding and through the five consecutive trading days immediately following the date of such Share Combination Event (the “Event Market Price”) (subject to certain adjustments) is less than the exercise price then in effect, then the exercise price then in effect shall be reduced (but in no event increased) to the Event Market Price; provided, however, that no adjustment to the exercise price shall become effective prior to January 1, 2027.

Adjustments for Dilutive Issuances. If we grant, issue or sell any shares of Common Stock (excluding any exempt issuance under the Securities Purchase Agreement) for a consideration per share (the “New Issuance Price”) less than a price equal to the exercise price in effect immediately prior to such grant, issuance or sale, then, simultaneously with the consummation of such dilutive issuance, the exercise price then in effect shall be reduced to an amount equal to the New Issuance Price in accordance with the terms of the Common Warrant; provided, however, that if such dilutive issuance occurs on or prior to December 31, 2026, any adjustment to the exercise price shall become effective on January 1, 2027.