Nuburu SEC Filings

Nuburu, Inc. reported a series of strategic transactions in Italy to expand its laser and defense technology ecosystem. The company completed the Lyocon acquisition for $2.0 million, split between $750,000 in cash and two zero‑interest subordinated convertible notes of $625,000 each, convertible at $0.295 per share, plus a potential earn‑out of up to $1,000,000 and up to $1.0 million of additional funding for Lyocon. Nuburu also closed a second tranche in Orbit, bringing its stake to about 22% and securing board control to align operations with the Nuburu group. In parallel, the company executed a long‑term Network Contract with Tekne, took an initial 2.9% interest funded via a $1,740,000 Tekne convertible note at $0.25 per share, and issued a EUR 13 million shareholder loan at 4% interest that may convert into a further 25% Tekne stake, bringing Nuburu’s interest to 27.9% if fully implemented.

Nuburu, Inc. is registering up to 230 million shares of common stock for resale by YA II PN, LTD., the selling stockholder from a recent financing. These shares are tied to a $25,000,000 debenture and four warrant series that together cover 230,000,000 warrant shares with exercise prices ranging from $0.01 to $0.47 per share. Nuburu will not receive proceeds from resales, but could receive cash if the warrants are exercised, which could total about $46,925,000 before fees if all are exercised in cash.

The company completed this financing after a going‑concern qualified audit opinion and continues to report large accumulated losses. A 19.99% NYSE American “Exchange Cap” and a 4.99% beneficial ownership limit restrict how many shares can be issued to the selling stockholder without shareholder approval. Nuburu also has a $100,000,000 standby equity purchase agreement that can direct all proceeds to repaying the debenture, and warns that extensive past and potential future share issuances may significantly dilute existing holders and pressure the stock price.

Nuburu, Inc. is registering up to 130 million shares of common stock for resale by a single selling stockholder under a standby equity purchase agreement. These shares may be issued to YA II PN, LTD under a $100 million equity facility that Nuburu can draw on at its discretion, with purchase prices based on a discount to recent volume-weighted average trading prices.

Nuburu will not receive proceeds from the resale of these shares, though it may raise capital by selling new shares to the investor under the agreement. As of December 8, 2025, 437,987,341 shares of common stock were outstanding.

The company highlights significant risks: potential substantial dilution and share price pressure from multiple financing and resale transactions, a history of substantial losses and going‑concern uncertainty, dependence on closing several planned acquisitions, and the need for additional capital to execute its transformation strategy. Nuburu has received a NYSE American noncompliance notice and has previously restated financial statements and identified material weaknesses in internal controls.

Nuburu, Inc. has filed a prospectus covering the resale by YA II PN, LTD of up to 230 million shares of common stock. These shares may be issued to the selling stockholder under a December 13, 2025 Securities Purchase Agreement, in which Nuburu received a $23,250,000 capital infusion and issued a $25,000,000 debenture plus multiple warrant series. The warrants cover 80,000,000 shares at $0.01, 100,000,000 at $0.25, 25,000,000 at $0.375 and 25,000,000 at $0.47 per share.

Nuburu is not selling shares in this offering and will not receive proceeds from any resale, though it may receive cash if the warrants are exercised. The company’s common stock trades on the NYSE American under the symbol BURU, and the last quoted sale price was $0.2152 per share on December 19, 2025. Nuburu is classified as an emerging growth company and highlights that investing in its securities involves a high degree of risk.

Nuburu, Inc. entered into a material financing, issuing a $25,000,000 debenture and a large package of stock warrants to YA II PN, LTD for a $23,250,000 purchase price. The debenture’s first installment payment is due on the 91st day after issuance.

The investor received Series 1 Warrants for 80,000,000 common shares at $0.01 per share, Series 2 Warrants for 100,000,000 shares at $0.25, Series 3 Warrants for 25,000,000 shares at $0.375, and Series 4 Warrants for 25,000,000 shares at $0.47. Issuance of warrant shares above 19.99% of outstanding stock requires stockholder approval.

Net proceeds are expected to be about $21,850,000, which Nuburu plans to use for its business plans, working capital, and general corporate purposes. The company agreed to register the warrant shares for public resale and to limits on entering variable rate transactions until the debenture is fully repaid. A placement agent will receive cash fees of 5.0% of the debenture principal and 5.0% of any cash exercise proceeds from the warrants.

Nuburu, Inc. has filed a resale registration covering up to 130 million shares of its common stock that may be sold from time to time by YA II PN, LTD under a Standby Equity Purchase Agreement (SEPA) dated May 30, 2025. These shares have been or may be issued to the investor under the SEPA, and this document simply allows the investor to resell them publicly. Nuburu is not selling any securities in this offering and will not receive proceeds from the Selling Stockholder’s resales, though it may receive up to $28.5 million in aggregate gross proceeds from sales of common stock it elects to make to YA II PN, LTD under the SEPA, based on the December 8, 2025 NYSE American closing price. The company’s common stock trades on the NYSE American under the symbol BURU, and the prospectus emphasizes that investing in its securities involves a high degree of risk.

Nuburu, Inc. entered into a binding term sheet to acquire all ownership interests in Lyocon S.r.l., an Italian laser-engineering and photonics company. Nuburu plans to pay the sellers a minimum of $1.5 million and up to $3 million in total consideration, including $500,000 in cash at closing and $1,500,000 through a six‑month convertible promissory note that may be settled in Nuburu common stock or cash under specified conditions. The total consideration can be adjusted based on due diligence but cannot go below $1,500,000, and there is an additional potential earnout of up to $1,000,000 over five years if certain milestones are met.

Nuburu also plans to finance $1,000,000 for Lyocon’s ongoing operations over roughly two years and expects to close the deal on or before December 31, 2025, subject to due diligence and definitive agreements. Lyocon would operate as a Nuburu subsidiary with a three‑member board, and the current owners, Paola Zanzola and Alessandro Sala, would stay involved as managers and technical consultants with potential equity incentives.

Nuburu, Inc. (BURU) filed its Q3 2025 report, highlighting continued losses and liquidity strain. The company reported a net loss of $22.4 million for the quarter and a loss from operations of $2.62 million, with no revenue recognized. Cash and cash equivalents were $5.94 million, while total liabilities rose to $67.0 million, contributing to a stockholders’ deficit of $53.9 million.

Management disclosed “substantial doubt” about the company’s ability to continue as a going concern. Earlier in 2025, Nuburu wrote down inventory, property and equipment, and its lease right‑of‑use asset to zero after losing access to its facility, and recorded large non‑operating charges, including losses tied to warrants, notes, and a SEPA. The company received an NYSE American notice of noncompliance but has an accepted plan period through October 29, 2026; shares continue trading with a “.BC” designation. As of November 10, 2025, common shares outstanding were 433,644,251.