Nuburu (NYSE: BURU) faces NYSE equity shortfall, inks Indigo warrant exchange

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Nuburu, Inc. reports that it remains out of compliance with NYSE American continued listing standards and is pursuing a liability-reduction plan that includes exchanging preferred stock for deeply in-the-money pre-funded warrants.

The company received a 2025 notice for failing to meet the $2.0 million stockholders’ equity requirement and, on May 12, 2026, a new notice for failing the higher $4.0 million equity threshold after reporting a stockholders’ deficit of about $15.2 million as of December 31, 2025. NYSE American has accepted a compliance plan and granted a plan period through October 29, 2026.

As part of this plan, Nuburu entered into an exchange agreement with Indigo Capital LP covering up to 446,946 Series A Preferred shares. An initial exchange of 71,430 preferred shares resulted in a pre-funded warrant for up to 4,398,399 common shares at a nominal $0.0001 per share, subject to a 4.99% beneficial ownership cap and exercisable until May 11, 2029.

Positive

None.

Negative

Repeat NYSE American noncompliance and large deficit: Nuburu reports a stockholders’ deficit of about $15.2 million as of December 31, 2025 and has received multiple NYSE American notices for failing stockholders’ equity standards, highlighting ongoing financial stress and continued listing risk.

Insights

Continued listing risk is elevated despite an accepted NYSE compliance plan.

Nuburu discloses repeat NYSE American noncompliance tied to its weak balance sheet. The exchange cites stockholders’ equity thresholds of $2.0 million and $4.0 million, while Nuburu reports a stockholders’ deficit of about $15.2 million as of December 31, 2025.

NYSE American’s acceptance of a compliance plan and a plan period through October 29, 2026 gives the company time but no assurance of success. Failure to regain compliance could ultimately affect its listing status, which would be a significant concern for many investors.

The Indigo Capital LP exchange agreement converts up to 446,946 Series A Preferred shares into pre-funded warrants, including an initial warrant for up to 4,398,399 common shares at $0.0001 per share, based on a 30% discounted VWAP formula and a 4.99% ownership cap. This structure focuses on reducing liabilities while limiting Indigo’s ownership concentration; the overall impact will depend on future exchanges and exercises.

8-K Event Classification

3 items: 1.01, 3.01, 3.02

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Stockholders’ deficit: $15.2 million Minimum equity threshold 1: $2.0 million stockholders’ equity Minimum equity threshold 2: $4.0 million stockholders’ equity +5 more

8 metrics

Stockholders’ deficit $15.2 million As of December 31, 2025

Minimum equity threshold 1 $2.0 million stockholders’ equity NYSE American Section 1003(a)(i)

Minimum equity threshold 2 $4.0 million stockholders’ equity NYSE American Section 1003(a)(ii)

Compliance plan period end October 29, 2026 NYSE American plan period

Preferred shares subject to exchange Up to 446,946 shares Series A Preferred Stock held by Indigo

Initial preferred exchanged 71,430 shares Series A Preferred exchanged on May 11, 2026

Common shares under Initial Indigo Warrant Up to 4,398,399 shares Pre-funded warrant issued May 11, 2026

Warrant exercise price $0.0001 per share Indigo pre-funded warrants

Key Terms

NYSE American continued listing standards, stockholders’ equity, pre-funded warrants, volume-weighted average price, +2 more

6 terms

NYSE American continued listing standards regulatory

"notice of noncompliance with NYSE American continued listing standards"

stockholders’ equity financial

"requires a company to maintain stockholders’ equity of $2.0 million or more"

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

pre-funded warrants financial

"the Company will issue pre-funded warrants (the “Indigo Warrants”)"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

volume-weighted average price financial

"using the lowest volume-weighted average price for the Common Stock"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

beneficially owning financial

"beneficially owning more than 4.99% of the then outstanding shares"

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.

Understanding 8-K Material Events →

05/15/2026 - 05:10 PM

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

FORM 8-K

CURRENT REPORT

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

     Date of Report (Date of earliest event reported): May 11, 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 1.01 Entry into a Material Definitive Agreement

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.02 Unregistered Sales of Equity Securities

On April 29, 2025, Nuburu, Inc. (the “Company”) received a notice of noncompliance with NYSE American continued listing standards (the “2025 Notice”) indicating that the Company was not in compliance with Section 1003(a)(i) of the NYSE American LLC Company Guide (the “Company Guide”), which requires a company to maintain stockholders’ equity of $2.0 million or more if it has reported losses from continuing operations or net losses in two of its three most recent fiscal years. On July 22, 2025, NYSE American notified the Company that it had accepted the Company’s plan outlining definitive actions that the Company has taken or will take to regain compliance with NYSE American’s continued listing standards (the “Compliance Plan”) and granted a plan period through October 29, 2026.

On May 12, 2026, in light of its reported stockholders’ deficit of approximately $15.2 million as of December 31, 2025 and historical net losses, the Company received a notice of noncompliance with NYSE American continued listing standards (the “2026 Notice”) indicating that the Company was not in compliance with Section 1003(a)(ii) of the Company Guide, which requires a company to maintain stockholders’ equity of $4.0 million or more if it has reported losses from continuing operations or net losses in three of its four most recent fiscal years. In connection with the 2026 Notice, the NYSE American is not requiring that a new compliance plan be provided by the Company and the Company will continue to operate in accordance with the Compliance Plan previously accepted by NYSE American.

As part of its ongoing efforts to eliminate liabilities and return to compliance with NYSE stockholders’ equity requirements, on May 11, 2026, the Company entered into an exchange agreement (the “Exchange Agreement”) with Indigo Capital LP (“Indigo”), pursuant to which, at Indigo’s option, within 10 business days of the receipt of a notice to exchange from Indigo, the Company will issue pre-funded warrants (the “Indigo Warrants”) in exchange for the transfer to the Company in multiple closings of up to 446,946 shares of its Series A Preferred Stock held by Indigo. On May 11, 2026, in exchange for 71,430 shares of Series A Preferred Stock, the Company issued an Indigo Warrant (the “Initial Indigo Warrant”) that is exercisable for up to 4,398,399 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) for a nominal exercise price of $0.0001 per share. The number of shares issuable under an Indigo Warrant is determined using the lowest volume-weighted average price for the Common Stock during the five business days prior to the closing date of such transaction discounted by 30%. In accordance with the terms of the Indigo Warrants, we may not issue or sell any shares of Common Stock to Indigo under the Indigo Warrants which would result in Indigo and its affiliates beneficially owning more than 4.99% of the then outstanding shares of Common Stock. The Initial Indigo Warrant is exercisable immediately for three years until May 11, 2029.

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: (1) the ability to meet NYSE American listing standards; (2) the impact of the loss of the Company’s patent portfolio through foreclosure; (3) failure to achieve expectations regarding business development and the Company’s acquisition strategy; (4) the inability to access sufficient capital to operate; (5) the inability to recognize the anticipated benefits of acquisitions, including its recent acquisitions of interests in Tekne, Orbit and Lyocon; (6) changes in applicable laws or regulations; (7) adverse economic, business, or competitive factors; (8) volatility in the financial system and markets caused by geopolitical and economic factors; and (9) 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:	May 15, 2026	By:	/s/ Alessandro Zamboni
			Name: Alessandro Zamboni Title: Executive Chairman and Co-Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

Why did Nuburu (BURU) receive the May 2026 NYSE American noncompliance notice?

Nuburu received the May 2026 notice because it did not meet Section 1003(a)(ii), which requires stockholders’ equity of at least $4.0 million when a company has multi-year losses. Nuburu instead reported a stockholders’ deficit of about $15.2 million as of December 31, 2025.

What compliance timeline has NYSE American granted Nuburu (BURU)?

NYSE American accepted Nuburu’s compliance plan and granted a plan period through October 29, 2026. During this time, the company aims to eliminate liabilities and rebuild stockholders’ equity to meet continued listing standards and address prior noncompliance notices.

What is the Indigo Capital LP exchange agreement disclosed by Nuburu (BURU)?

Nuburu’s exchange agreement with Indigo Capital LP allows Indigo, at its option, to exchange up to 446,946 Series A Preferred shares for pre-funded warrants. These warrants give Indigo rights to acquire Nuburu common stock under specified terms intended to help reduce Nuburu’s outstanding preferred equity.

How many Nuburu (BURU) common shares are covered by the Initial Indigo Warrant?

In the initial exchange, Nuburu issued a pre-funded warrant exercisable for up to 4,398,399 common shares in return for 71,430 Series A Preferred shares. The warrant carries a nominal exercise price of $0.0001 per share and is immediately exercisable for three years until May 11, 2029.

What ownership limits apply to Indigo under Nuburu’s pre-funded warrants?

Under the Indigo warrants, Nuburu may not issue or sell common shares to Indigo if doing so would cause Indigo and its affiliates to beneficially own more than 4.99% of Nuburu’s then-outstanding common stock, effectively capping Indigo’s ownership percentage from warrant exercises.

How is the number of Nuburu (BURU) shares under each Indigo warrant calculated?

The share count for each Indigo warrant is based on the lowest volume-weighted average price of Nuburu’s common stock during the five business days before each closing, discounted by 30%. This formula determines how many common shares correspond to the exchanged preferred shares.

Filing Exhibits & Attachments

1 document