Nuburu, Inc. filings document material agreements, capital-structure actions, governance matters and shareholder approvals for a public defense and directed-energy technology company. Recent 8-K disclosures cover bond subscription and inventory-financing arrangements, international cooperation agreements for defense vehicle deployment, contractual joint venture terms for mobile additive manufacturing, and subsidiary activity involving Nuburu Defense.
The company’s regulatory record also includes stockholder votes on equity issuances and reverse stock split authority, a completed reverse stock split tied to NYSE American listing compliance, executive and director compensation determinations, related-party financing disclosures, security-holder rights matters and amendments to material-event reports.
Nuburu, Inc. (BURU) registered up to 20,000,000 shares of common stock for resale by selling stockholders. The shares have been or may be issued upon conversion of Series B preferred stock issued to those holders on July 17, 2026.
Nuburu receives no proceeds from resales, but may receive up to $35.9 million in aggregate gross proceeds from conversions if the mandatory-conversion conditions are met and holders convert all shares. A 9.99% beneficial-ownership limit applies to conversions. The prospectus estimates $0.77 per-share dilution to selling stockholders using an assumed $0.94 conversion price.
For the six months ended June 30, 2026, Nuburu reported revenue of $932,571 and a net loss of $6,174,759, compared with nil revenue and a $28,836,400 net loss in the prior-year period. Its accumulated deficit was $206,654,590 as of June 30, 2026, and it stated there is substantial doubt about its ability to continue as a going concern.
Nuburu, Inc. (BURU), through its wholly owned subsidiary Nuburu Defense, completed the acquisition of 745,759 Tekne shares from Existing Shareholders Ambrogio D’Arrezzo, Carlo Ulacco and Andrea Lodi on October 15, 2026. The shares represented an additional approximately 67.1% interest, bringing Nuburu Defense’s ownership to 70%.
The fixed purchase price is €5,200,000: €1,200,000 paid on October 15, 2026, plus four €1,000,000 installments due by December 31, 2026, January 31, 2027, February 28, 2027 and March 31, 2027. The cash earn-out is capped at €20,000,000, based on 5% of Tekne’s annual revenues for fiscal years 2027–2036, with a €2,000,000 annual minimum regardless of revenue; payments are due annually by June 30, beginning in 2028. Nuburu and Nuburu Defense also irrevocably waived €29,694,958.28 owed by Tekne as a capital contribution, including a €27,693,000 convertible receivable; the recapitalization adds no shares and does not change ownership.
NYSE American issued a public warning letter after finding Nuburu violated immediate disclosure requirements for two events effective September 30, 2026. It said any future violation that could warrant a warning letter would instead trigger immediate suspension and delisting proceedings; the letter itself does not suspend trading or begin delisting.
Nuburu, Inc. (BURU) registered for resale by selling stockholders up to 20,000,000 shares of common stock, issued or issuable upon conversion of Series B preferred stock. Nuburu will receive no proceeds from resales, but may receive up to $35.9 million in aggregate gross proceeds from preferred-stock conversions under certain circumstances. The company may require conversion beginning on the 45th day after issuance if the stated registration, share-availability, trading-market and stock-price conditions are met. The prospectus lists 10,514,898 common shares outstanding as of September 29, 2026, separate from the registered resale amount.
For the six months ended June 30, 2026, Nuburu reported revenue of $932,571 and a net loss of $6,174,759, compared with no revenue and a net loss of $28,836,400 in the prior-year period. Its accumulated deficit was $206,654,590 as of June 30, 2026. Management stated that substantial doubt remains regarding the company’s ability to continue as a going concern.
Nuburu, Inc. (symbol: BURU) is the issuer of record for a Form 8-K filing submitted to the SEC.
Nuburu, Inc. (BURU) restated its June 30, 2026 quarter to correct the fair value of the Tekne Convertible Note Receivable, with no impact on net cash flows. Management and the Audit Committee concluded this error reflects a material weakness in internal control over financial reporting, which the company plans to remediate by adding staff, training, and new procedures.
For the quarter, Nuburu generated $524,927 of revenue but reported a net loss of $5.7 million, and a $6.2 million loss for the first half of 2026, leaving an accumulated deficit of $206.7 million. Cash and cash equivalents fell to $726,934 from $24.7 million at year-end, and net cash used in operating activities was $15.1 million in the first half, prompting management to state that substantial doubt remains about Nuburu’s ability to continue as a going concern. Stockholders’ equity improved to $10.1 million from a deficit due to capital actions and acquisitions of Orbit and Lyocon, but the company faces NYSE American notices for equity and price noncompliance, a July 2026 delisting to OTC, and has executed 1‑for‑4.99 and 1‑for‑40 reverse stock splits to address minimum price requirements.
Nuburu, Inc. (BURU) reports that its Board and management, following the Audit Committee’s recommendation, concluded on September 16, 2026 that the previously issued unaudited condensed consolidated financial statements for the three and six months ended June 30, 2026 should no longer be relied upon because of a material accounting error.
The error relates to the fair value of a convertible note receivable funded to Tekne S.p.A. in the principal amount of €13,000,000 ($14,852,214), where an incorrect Tekne equity value of €15.2 million ($17.4 million) was used instead of €25.4 million ($29.0 million) as of June 30, 2026. Correcting this input increased the conversion option’s value from €0.7 million ($0.8 million) to €1.3 million ($1.5 million) and raised the fair value of the Tekne Convertible Note Receivable from €20,523,000 ($23,446,999) to €21,189,000 ($24,208,000), increasing the Company’s assets by $761,001.
The change in fair value of convertible notes receivable for the three and six months ended June 30, 2026 increases by the same amount, and Nuburu will restate its Q2 2026 Form 10-Q in accordance with Accounting Standards Codification Topic 250. The Audit Committee and management discussed the restatement with WithumSmith+Brown, PC, the Company’s independent registered public accounting firm.
Nuburu, Inc. (BURU) received an amended Schedule 13G from Avondale Capital, LLC, Streeterville Capital LLC, Streeterville Management LLC, and John M. Fife reporting beneficial ownership of its common stock. The group reports beneficial ownership of 925,308 shares, representing 9.99% of Nuburu’s common stock, based on 9,262,345 shares outstanding as of August 12, 2026, adjusted for a recent reverse stock-split.
The shares are directly beneficially owned by Avondale, with the other filers reporting indirect ownership through a control chain. Under a Certificate of Designations for Series B Preferred Stock, Avondale’s holdings are subject to a contractual 9.99% ownership cap, limiting how many common shares it may own at any time.
Nuburu, Inc. (BURU) reports a technical amendment related to its previously implemented 1-for-40 reverse stock split. The company is correcting a scrivener’s error and states that the correct post-split CUSIP number for its common stock is 67021W509. No other changes are made to the prior disclosure about the reverse stock split.
Nuburu, Inc. (BURU) has implemented a 1-for-40 reverse stock split of its common stock, effective September 1, 2026. Trading on the OTC Market is expected to begin on a split-adjusted basis on September 2, 2026, initially under the temporary symbol BURUD for 20 business days before reverting to BURU.
At the effective time, every 40 issued and outstanding shares are combined into 1 share, reducing outstanding common shares from approximately 370,493,812 to approximately 9,262,345, while the $0.0001 par value and authorization of 900,000,000 common and 50,000,000 preferred shares remain unchanged. The company states that percentage ownership and voting power should remain essentially the same, aside from immaterial fractional-share effects.
The reverse split is intended to help address NYSE American minimum trading price requirements after trading was suspended and delisting proceedings began in July 2026. Nuburu has appealed and has a hearing scheduled for September 10, 2026, but notes there is no assurance of a successful appeal or resumption of NYSE American listing.