NUBURU, Inc. Completes First Tranche of Preferred Equity Restructuring, Eliminating Approximately $8.4 Million of Series A Preferred Liabilities

Key Terms

series a convertible preferred stock financial

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

pre-funded common stock purchase warrants financial

A pre-funded common stock purchase warrant is a contract that gives an investor the right to receive a company’s common shares later after having paid nearly the full share price up front, leaving only a very small remaining payment to convert the warrant into an actual share. Think of it like reserving a product by paying almost everything now and paying a tiny balance later; it provides immediate capital to the company, limits immediate dilution of outstanding shares, and lets investors manage ownership limits and timing of when they actually hold tradable stock.

Preferred Equity Restructuring Eliminates Approximately 40% of Series A Preferred Liabilities Without Cash Redemption

DENVER--(BUSINESS WIRE)-- NUBURU, Inc. (NYSE American: BURU), a developer of high-performance blue laser technology and an emerging defense and security technology platform, today announced the completion of the first tranche of a preferred equity restructuring transaction that materially simplifies its capital structure and reduces legacy balance-sheet overhang.

The completed first tranche resulted in the restructuring and effective elimination of approximately $8.4 million of Series A Convertible Preferred Stock liabilities, representing approximately 844,938 shares of Series A Preferred Stock, and approximately 40% of the Company’s outstanding Series A Preferred liabilities, without any cash redemption by the Company.

Transaction Overview – First Tranche

Under the transaction, a third-party investor acquired 844,938 shares of the Company’s Series A Convertible Preferred Stock from an existing preferred stockholder and subsequently exchanged those shares with NUBURU for pre-funded common stock purchase warrants with a nominal exercise price. The exchange was completed in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended.

As a result of this transaction, the related preferred stock liabilities were eliminated and converted into equity-classified instruments, materially reducing preferred stock overhang while preserving Company liquidity.

The accounting treatment of the Series A Convertible Preferred Stock prior to the exchange is described in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025, and other filings with the U.S. Securities and Exchange Commission.

Potential Additional Tranche

The Company currently targets completing an additional restructuring transaction involving approximately 450,000 shares of Series A Convertible Preferred Stock in the near future. Any such additional tranche would be subject to further agreement with the investor and satisfaction of applicable conditions. There can be no assurance that any additional tranche will be completed.

Balance Sheet Simplification and Strategic Context

This first-tranche restructuring follows other balance-sheet actions undertaken by the Company during 2025, including negotiated settlements of certain legacy accounts payable. Collectively, these actions reflect management’s continued focus on addressing historical capital structure complexity while maintaining liquidity to support the Company’s ongoing transformation plan.

The Company continues to evaluate strategic initiatives and acquisitions across defense, security, and critical-infrastructure-related technologies, subject to regulatory approvals, market conditions, and financing availability.

About NUBURU

Founded in 2015, NUBURU, Inc. has developed and previously manufactured industrial blue laser technology. Under a renewed strategic vision led by Executive Chairman and Co-CEO Alessandro Zamboni, the Company is expanding into complementary sectors including defense-tech, security, and critical infrastructure resilience. NUBURU is leveraging a combination of internal innovation and strategic acquisitions to build out its Defense & Security Hub, targeting long-term, sustainable growth across high-value government and enterprise markets.

For more information, visit www.nuburu.net.

Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release may be forward-looking statements, identified by words such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “seek,” “targets,” “projects,” “could,” “would,” “continue,” “forecast,” or their negatives or variations. These statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially, including but not limited to: (1) satisfaction of customary closing conditions related to the private placement, (2) anticipated net proceeds and use of proceeds, (3) the ability to meet applicable securities exchange listing standards; (4) the impact of the loss of the Company’s patent portfolio through foreclosure; (5) failure to achieve expectations regarding business development and acquisition strategies; (6) inability to access sufficient capital; (7) inability to realize anticipated benefits of acquisitions; (8) changes in applicable laws or regulations; (9) adverse economic, business, or competitive factors; (10) financial market volatility due to geopolitical and economic factors; and (11) other risks detailed in the Company’s SEC filings, including its most recent Form 10-K and Form 10-Q. These filings address additional risks that could cause actual results to differ materially from those contemplated by such forward-looking statements. Readers should not place undue reliance on these statements, which speak only as of the date they are made. NUBURU undertakes no obligation to update or revise these statements, except as required by law.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260210199960/en/

NUBURU Investor Relations: ir@nuburu.net

Media Contact: press@nuburu.net

Website: www.nuburu.net

Source: NUBURU, Inc.