Nuburu, Inc. SEC Filings

Avondale Capital, LLC, together with Streeterville Capital LLC, Streeterville Management LLC, and John M. Fife, reports beneficial ownership of Nuburu, Inc. common stock. The group reports beneficial ownership of 32,154,340 shares of common stock, par value $0.0001 per share, under a Schedule 13G filing.

This amount represents 8.78% (also referenced as 8.8%) of Nuburu’s common stock, based on 366,408,164 shares outstanding. The reporting persons state that they have sole voting power and sole dispositive power over all 32,154,340 shares, with no shared voting or dispositive power. The shares are directly beneficially owned by Avondale Capital LLC and indirectly beneficially owned by the other reporting persons.

Nuburu, Inc. completed a best-efforts public offering on July 17, 2026, selling 117,365,368 shares of common stock, pre-funded warrants to purchase up to 127,007,616 shares, 733,853 shares of Series B Preferred Stock and 205,627,016 registered conversion shares. The combined public offering price was $0.1555 per share of common stock and accompanying Series B Preferred Stock, or $0.1554 per pre-funded warrant unit, generating gross proceeds of approximately $38.0 million and expected net proceeds of approximately $35.6 million, at about a 30% premium to the $0.1199 closing price on July 15, 2026.

Nuburu plans to use proceeds to support the Italian Golden Power review and its proposed acquisition of a 70% interest in Tekne S.p.A., redeem approximately $15.5 million of a December 2025 debenture and pay $1.25 million of Lyocon-related convertible notes, reduce equity-line usage for at least 90 days and fund working capital and Defense & Security platform execution. The financing includes pre-funded warrants exercisable at $0.0001 with a 9.99% beneficial-ownership cap, convertible Series B Preferred Stock with a $100 stated value per share and conditional mandatory-conversion payments, placement agent cash fees of 6.25% of gross proceeds and 7,331,190 placement agent warrants at $0.194375.

On July 17, 2026, Nuburu’s common stock traded below $0.10, prompting NYSE American to begin delisting proceedings under Section 1003(f)(v). Nuburu intends to seek a review, appeal the determination and implement a reverse stock split, for which stockholder approval has already been obtained.

Nuburu, Inc. is conducting a best efforts public offering of 117,365,368 shares of common stock and 127,007,616 pre-funded warrants, sold together with 733,853 shares of Series B preferred stock, plus up to 205,627,016 common shares issuable upon warrant exercise and preferred conversion.

The combined public offering price is $0.1555 per common share and accompanying 0.003003 Series B share (or $0.1554 per pre-funded warrant unit), implying maximum gross proceeds of $38,000,000, placement fees of $2,375,000 and proceeds before expenses of $35,625,000. Common shares outstanding were 249,042,796 as of July 10, 2026 and would be 366,408,164 after the offering, excluding warrant exercises and preferred conversions.

Proceeds are earmarked for working capital, strategic investments and acquisitions under Nuburu’s Transformation Plan, and repayment of a YA debenture and $1.25 million of Lyocon-related convertible notes. The company highlights ongoing losses, liquidity constraints, significant potential dilution, NYSE American listing risk, and uncertainty around closing key acquisitions.

Nuburu, Inc. plans a best efforts primary offering of up to 244,372,990 shares of common stock, or an equal number of pre-funded warrants in lieu of common stock, sold together with 663,214 shares of Series B Preferred Stock, for a combined public offering price of $0.1555 per share (or $0.1554 per pre-funded warrant) and accompanying preferred share. The Series B Preferred Stock is convertible beginning on the 45th day after issuance, with an initial cap of 205,627,010 common shares issuable on a pro rata basis until stockholder approval increases authorized shares.

At the full offering size, the aggregate public offering amount is $38,000,000, with estimated gross proceeds to Nuburu of $35,625,000 after a 6.25% placement fee. Common shares outstanding were 249,042,796 as of July 10, 2026; this is a baseline figure, not the amount being offered. Net loss was $459,898 on revenue of $407,644 for the quarter ended March 31, 2026, and the company reports liquidity constraints and substantial accumulated deficits while pursuing a transformation into a defense and security technology platform.

Nuburu, Inc. is conducting a best-efforts primary offering of up to 268,741,160 shares of Common Stock, or an equal number of Pre-Funded Warrants in lieu of Common Stock, sold together with 570,000 shares of Series B Preferred Stock and related conversion securities. At an assumed combined public offering price of $0.1414 per share and accompanying preferred component, the illustrative aggregate offering size is $38,000,000, yielding estimated gross proceeds to Nuburu of $35,625,000 after a 6.25% placement fee, before expenses.

Common Stock outstanding was 240,548,960 shares as of June 25, 2026, and would be 509,290,120 shares if the full Common Stock tranche is sold, excluding warrant exercises and preferred conversions. Net proceeds are required to be used for working capital, strategic investments and acquisitions under Nuburu’s Transformation Plan, full repayment of a $25,000,000 debenture to YA, and payment of $1.25 million of convertible notes from the Lyocon acquisition.

Nuburu has shifted from an industrial laser focus to a dual-use defense, security, and critical-infrastructure platform, supported by acquisitions and investments in entities such as Lyocon, Tekne, Orbit, SunCubes, and SYME. The company reported Q1 2026 revenue of $407,644 and a net loss of $459,898, with an accumulated deficit of $200,939,729, and discloses significant liquidity constraints and ongoing going-concern risks.

Nuburu, Inc. entered into a binding Head of Terms with Italian company SunCubes and its current venture investors to pursue an industrial, commercial and technological cooperation and a related minority investment. Nuburu plans to contribute up to €1,000,000 to SunCubes in two advance payments tied to definitive agreements and regulatory clearances.

The deal focuses on co-developing vehicle‑integrated directed‑energy “Laser Arm” systems, with detailed intellectual property licensing, ownership and pricing protections. Completion depends on Italian Golden Power and export‑control clearances and on SunCubes’ existing SAFE investment converting into equity by specific dates, or Nuburu’s advances must be repaid.

Nuburu, Inc. agreed to acquire a controlling stake in Italian company Tekne through a staged investment and share purchase. Nuburu has built a Tekne Convertible Receivable of €17,692,000 and may add up to $12,000,000 more, which will help fund a 57.1% subscription for €29,692,000. Nuburu Defense will then buy an additional 10% of Tekne for €5,200,000 plus an Earn-Out equal to 5% of Tekne’s annual revenues from 2027 through 2036, capped at €29,692,000, resulting in 70% ownership. Closing depends on Italian Golden Power Regulations approval by September 30, 2026, with repayment of the Tekne Convertible Receivable required if authorization is not obtained.

Nuburu, Inc. reported a net loss of $459,898 for the three months ended March 31, 2026, a sharp improvement from a $16.6 million loss a year earlier, helped by large non‑operating fair value gains on warrants and debt. Revenue was modest at $407,644, generating a gross loss as operating expenses reached $7.7 million.

Total assets rose to $76.1 million, driven by new investments, goodwill and intangibles from the Orbit and Lyocon transactions and Tekne-related investments. Stockholders’ equity improved from a deficit of $(15.2) million at year‑end 2025 to positive equity of $2.2 million, while cash and cash equivalents fell to $8.3 million after heavy operating and investing cash outflows.

The company has adopted a new defense and security platform strategy, consolidating Orbit and acquiring Lyocon, and executed a 1‑for‑4.99 reverse stock split in February 2026. Despite these actions, management states that substantial doubt about Nuburu’s ability to continue as a going concern remains, citing ongoing losses, negative operating cash flows, significant debt obligations and dependence on external financing. Nuburu also remains under NYSE American continued listing deficiency notices and must regain required equity levels by October 29, 2026 under an accepted compliance plan.

Nuburu, Inc. notified the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and will use the five-calendar-day extension provided by Rule 12b-25. The delay reflects the consummation and complexity of multiple transactions during Q1 2026, including acquisitions, equity and debt arrangements, a public offering and related integrations that have required significant accounting and audit resources.

The company states the Q1 2026 Form 10-Q will reflect these Transactions and that results of operations for the quarter will be significantly positively impacted versus the prior-year quarter; however, Nuburu did not provide a quantitative estimate in this notice.