Nuburu updates on preferred stock: new current liability, buyback talks

Rhea-AI Filing Summary

Nuburu, Inc. (NYSE American: BURU) filed a Form 8-K to update investors on the balance-sheet treatment and ongoing management of its Series A Preferred Stock.

Key disclosure: Starting in Q1 2025, the preferred shares are classified as a current liability because of mandatory redemption provisions. This reclassification shifts the obligation from long-term to short-term debt and could adversely affect liquidity ratios and covenant calculations.

The company has already repurchased and extinguished 100,000 preferred shares. Management is in negotiations to buy back up to an additional 140,000 shares, but there is no assurance the transaction will close. Nuburu also states it “may” pursue further redemptions in the future, leaving open-ended capital-allocation flexibility.

No cash figures, pricing terms, or impact on outstanding share count were provided, and the 8-K was furnished under Item 7.01 (Reg FD), indicating the information is voluntary and not deemed a material definitive agreement.

Positive

• The company has successfully repurchased and extinguished 100,000 Series A preferred shares, demonstrating proactive liability management.
• Management is exploring additional buybacks of up to 140,000 preferred shares, which could further reduce redemption obligations if completed.

Negative

• Series A Preferred Stock is now classified as a current liability, putting near-term pressure on liquidity and possibly covenants.
• Negotiations to repurchase up to 140,000 additional preferred shares are uncertain; failure would leave a sizeable redemption obligation outstanding.

Insights

Financial Analyst

TL;DR: Reclassifies preferred stock as current liability; some repurchases done, more possible—liquidity hit offset by proactive capital actions.

Reclassifying the Series A Preferred Stock to current liabilities signals that redemption is now due within 12 months, which will mechanically weaken Nuburu’s current ratio and could tighten covenants. Management’s prior buyback of 100 k shares modestly reduces this burden and future dividend expense, but the company gives no pricing or funding details, leaving the net cash impact unknown. Negotiations for an additional 140 k shares, if successful, would further ease mandatory redemption pressure; however, failure would keep a sizeable short-term liability lingering. Because the disclosure lacks quantitative context and is voluntary (Item 7.01), I view the filing as neutral to slightly cautious until more clarity on funding sources and definitive repurchase terms emerges.

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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): June 18, 2025

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.)
7442 S Tucson Way Suite 130
Centennial, Colorado				80112
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (720) 767-1400

(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 7.01 Regulation FD Disclosure.

As previously disclosed, beginning in the first quarter of 2025, as a result of the mandatory redemption provisions included in the terms of the Company’s outstanding Series A Preferred Stock (the “Preferred Stock”), the Preferred Stock is now classified as a current liability. The Company previously announced the repurchase and extinguishment of 100,000 shares of Preferred Stock and is currently in negotiations to repurchase up to 140,000 shares of Preferred Stock. However, there is no guarantee that such transactions will be consummated. The Company may determine to repurchase and extinguish additional shares of Preferred Stock in the future.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
(d)		Exhibits
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:	June 18, 2025	By:	/s/ Alessandro Zamboni
			Name: Alessandro Zamboni Title: Executive Chairman

FAQ

Why did Nuburu (BURU) reclassify its Series A Preferred Stock as a current liability?

Mandatory redemption provisions require payment within 12 months, forcing the preferred stock into the current liability section.

How many Series A Preferred shares has Nuburu already repurchased?

The company repurchased and extinguished 100,000 preferred shares.

Is Nuburu planning further preferred stock buybacks?

Yes. Nuburu is negotiating to repurchase up to 140,000 additional shares, with no guarantee of completion.

Does the Form 8-K include financial terms of the repurchase?

No. The filing does not disclose cash amounts, pricing, or funding sources for the completed or proposed repurchases.

What SEC item does this disclosure fall under?

The information is furnished under Item 7.01 – Regulation FD Disclosure, indicating a voluntary update rather than a material agreement.