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  4. [8-K/A] Nuburu, Inc. Amends Material Event Report

Nuburu corrects ID for 1-for-40 split shares

Nuburu files an 8-K/A solely to correct the CUSIP number tied to its 1-for-40 reverse stock split, with no other changes to the prior stock split disclosure.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Reverse stock split ratio 1-for-40 Ratio of Nuburu’s implemented reverse stock split
Post-split CUSIP number 67021W509 CUSIP for Nuburu common stock after the reverse stock split
Tekne, S.p.A. interest referenced 70% Potential acquisition of a 70% interest in Tekne, S.p.A. mentioned in risk factors
reverse stock split financial
"regarding its implementation of a 1-for-40 reverse stock split"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
CUSIP number financial
"correct CUSIP number of the Company following the Reverse Stock Split"
A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.
odd-lot holdings financial
"higher transaction costs associated with odd-lot holdings"
going concern financial
"substantial doubt about the Company's ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
forward-looking statements regulatory
"contains certain “forward-looking statements” within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What does Nuburu, Inc. (BURU) disclose in this 8-K/A amendment?
The amendment corrects a scrivener’s error in the previously reported reverse stock split details. Nuburu states that following its 1-for-40 reverse stock split, the correct CUSIP number for its common stock is 67021W509, with no other changes to the original disclosure.

What is the reverse stock split ratio for Nuburu, Inc. (BURU)?
Nuburu confirms it implemented a 1-for-40 reverse stock split. Each block of 40 pre-split common shares was combined into 1 post-split share, as previously disclosed, and this amendment does not change that ratio.

What is Nuburu, Inc. (BURU)’s correct post-split CUSIP number?
Nuburu states that the correct CUSIP number for its common stock following the 1-for-40 reverse stock split is 67021W509. The sole purpose of this amendment is to correct that identifier.

Does this Nuburu (BURU) filing change any other terms of the reverse stock split?
No. Nuburu specifies that no other changes are being made to the original disclosure about the 1-for-40 reverse stock split. Only the post-split CUSIP number is corrected.

What potential acquisition is mentioned in Nuburu (BURU)’s risk discussion?
Nuburu notes the risk of failure to complete or successfully integrate the acquisition of a 70% interest in Tekne, S.p.A. This is cited among various forward-looking risks and uncertainties that could affect future results.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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--12-310001814215true00018142152026-09-012026-09-01

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 01, 2026

 

 

Nuburu, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39489

85-1288435

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

44 Cook Street

Suite 100

 

Denver, Colorado

 

80206

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (303) 780-7389

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $0.0001 per share

 

BURU

 

NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 3.03 Material Modification to Rights of Security Holders.

 

Explanatory Note

On September 2, 2026, Nuburu, Inc. (the “Company”) filed a Current Report on Form 8-K regarding its implementation of a 1-for-40 reverse stock split (the “Reverse Stock Split”). This amendment is being filed solely to correct a scrivener’s error regarding the new CUSIP number following the Reverse Stock Split. The correct CUSIP number of the Company following the Reverse Stock Split is 67021W509. No other changes are being made to the original Form 8-K.

Forward-Looking Statements

This Current Report 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 Current Report may be forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “seek,” “targets,” “projects,” “could,” “would,” “continue,” “forecast,” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts, and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Many factors may cause the Company's actual results to differ materially from current expectations, including but not limited to, delays or changes in the effective or market-effective date of the Reverse Stock Split; failure to complete applicable corporate, regulatory, transfer agent, FINRA, OTC or NYSE processing steps; the possibility that the Reverse Stock Split will not result in a proportionate increase in the market price of the Company’s common stock or that any increase will not be sustained; reduced liquidity, increased volatility, adverse investor perception or higher transaction costs associated with odd-lot holdings; an unfavorable NYSE American appeal; failure to satisfy applicable listing requirements or resume trading on NYSE American; the effects of continued OTC trading; dilution from outstanding or future equity-linked securities or future issuances; the fact that the number of authorized shares of common stock will not be proportionately reduced; failure to complete or successfully integrate the acquisition of a 70% interest in Tekne, S.p.A.; operating losses, negative cash flow, substantial doubt about the Company's ability to continue as a going concern, liquidity requirements and future financing needs; and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s most recent periodic report on Form 10-K or Form 10-Q and other documents filed with the Securities and Exchange Commission from time to time. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Nothing in this Current Report should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company does not give any assurance that it will achieve its expected results. The Company assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by applicable law.

 

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

NUBURU, INC.

 

 

 

 

Date:

September 2, 2026

By:

/s/ Alessandro Zamboni

 

 

 

Name: Alessandro Zamboni
Title: Executive Chairman and Co-Chief Executive Officer

 

Source: View Original Filing on SEC EDGAR

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