Nuburu to restate Q2 after $761K asset revaluation

Nuburu will restate its Q2 2026 financials after identifying a material fair value error that increases reported assets by $761,001.

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• The Board determined that previously issued Q2 2026 unaudited financial statements should no longer be relied upon, signaling a material reporting error and the need for a formal restatement.
• The Company identified a material accounting error in valuing the Tekne Convertible Note Receivable, requiring an amendment to the Q2 2026 Form 10‑Q under Accounting Standards Codification Topic 250.

8-K Event Classification

Item 4.02 — Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

1 item

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review Governance

Previously issued financial statements, a related audit report, or a completed interim review should no longer be relied upon.

Key Figures

Tekne Convertible Note principal: €13,000,000 ($14,852,214) Tekne equity value used in error: €15.2 million ($17.4 million) Correct Tekne equity value: €25.4 million ($29.0 million) +5 more

8 metrics

Tekne Convertible Note principal €13,000,000 ($14,852,214) Original principal amount of convertible note receivable funded to Tekne S.p.A.

Tekne equity value used in error €15.2 million ($17.4 million) Incorrect equity value applied in valuing the Tekne Convertible Note Receivable as of June 30, 2026

Correct Tekne equity value €25.4 million ($29.0 million) Equity value used to measure the Tekne investment and to correct the note valuation as of June 30, 2026

Conversion option fair value before correction €0.7 million ($0.8 million) Value of conversion option related to the Tekne Convertible Note Receivable before adjustment

Conversion option fair value after correction €1.3 million ($1.5 million) Value of conversion option related to the Tekne Convertible Note Receivable after adjustment

Note fair value before correction €20,523,000 ($23,446,999) Fair value of Tekne Convertible Note Receivable as originally reported at June 30, 2026

Note fair value after correction €21,189,000 ($24,208,000) Fair value of Tekne Convertible Note Receivable after correction at June 30, 2026

Increase in assets from correction $761,001 Increase in the value of the Company’s assets and fair value of convertible notes receivable

Key Terms

Non-Reliance on Previously Issued Financial Statements, fair value, convertible note receivable, Accounting Standards Codification Topic 250, +1 more

5 terms

Non-Reliance on Previously Issued Financial Statements regulatory

"Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report"

fair value financial

"identified an error in the fair value of the convertible note receivable"

Fair value is an estimate of what an asset or company is really worth today, derived from expected future earnings, comparable market prices and other relevant facts—like agreeing a price for a used car after checking mileage, condition and similar listings. Investors use fair value to decide whether a stock looks overpriced or undervalued, which helps guide buy, hold or sell decisions and sets expectations for potential returns and risk.

convertible note receivable financial

"error in the fair value of the convertible note receivable funded by the Company"

A convertible note receivable is a loan a company holds that can either be repaid in cash or converted into ownership shares of the borrower. Think of it as lending money with a ticket that can later be exchanged for stock instead of cash; the holder keeps interest while waiting and gains a chance to own part of the borrower. Investors care because it represents both credit risk and potential future equity that can dilute or boost share value when conversion occurs.

Accounting Standards Codification Topic 250 regulatory

"in accordance with Accounting Standards Codification Topic 250, Accounting Changes and Error Corrections"

unaudited condensed consolidated financial statements financial

"previously issued unaudited condensed consolidated financial statements as of and for the three and six months"

Unaudited condensed consolidated financial statements are a brief, combined snapshot of a company’s finances that merges results from the parent company and its subsidiaries but has not been reviewed by an independent auditor. Investors use them as a quick progress report—like a summarized checklist or snapshot photo—knowing they are less detailed and less independently verified than full audited reports, so they carry more uncertainty and warrant cautious interpretation.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Nuburu, Inc. (BURU) announce regarding its Q2 2026 financial statements?

Nuburu announced that its previously issued unaudited condensed consolidated financial statements for the three and six months ended June 30, 2026 should no longer be relied upon due to a material accounting error, and that it will restate those statements in an amendment to its Q2 2026 Form 10‑Q.

What accounting error did Nuburu (BURU) identify in its Q2 2026 report?

Nuburu identified an error in the fair value of a convertible note receivable to Tekne S.p.A., where it used a Tekne equity value of €15.2 million ($17.4 million) instead of the intended €25.4 million ($29.0 million) as of June 30, 2026.

How does the restatement affect Nuburu’s reported assets?

Correcting the fair value of the Tekne Convertible Note Receivable increases the Company’s assets by $761,001, as the note’s fair value rises from $23,446,999 to $24,208,000, with the change in fair value of convertible notes receivable increasing by the same amount.

What is the size of Nuburu’s Tekne Convertible Note Receivable?

Nuburu’s Tekne Convertible Note Receivable has an original principal amount of €13,000,000 ($14,852,214). After correcting the valuation input, its fair value as of June 30, 2026 is reported as €21,189,000 ($24,208,000).

Did Nuburu (BURU) consult its auditor about the Q2 2026 restatement?

Yes. The Audit Committee and Nuburu’s management discussed the basis for the restatement and related matters with the Company’s independent registered public accounting firm, WithumSmith+Brown, PC.

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

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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): September 16, 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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On September 16, 2026, the Board of Directors (the “Board”) and the management of Nuburu, Inc. (the “Company”), upon the recommendation of the Audit Committee of the Board (the “Audit Committee”), concluded that the Company’s previously issued unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2026, should no longer be relied upon due to misstatements that are described below and that the Company will restate such financial statements to make necessary corrections. As a result of the changes described below, the value of the Company’s assets will increase by $761,001.

Subsequent to filing its Quarterly Report on Form 10-Q for the three months ended June 30, 2026 (the “Q2 2026 Form 10-Q”), the Company identified an error in the fair value of the convertible note receivable funded by the Company to Tekne S.p.A. (“Tekne”) in the original principal amount of €13,000,000 ($14,852,214) (the “Tekne Convertible Note Receivable”). The Company determined that it had used a Tekne equity value of €15.2 million ($17.4 million) to value the Tekne Convertible Note Receivable as of June 30, 2026 instead of using the equity value of €25.4 million ($29.0 million), which was the same value used to measure the Company’s Tekne investment at June 30, 2026. By correcting this input, and the volatility derived from it, the conversion option related to the Tekne Convertible Note Receivable increased from €0.7 million ($0.8 million) to €1.3 million ($1.5 million) and the fair value of the Tekne Convertible Note Receivable increased from €20,523,000 ($23,446,999) to €21,189,000 ($24,208,000), which was an increase of $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. The accounting error was determined to be material. As a result of the material misstatements, the Company is restating the previously issued financial statements for the period referenced above, in accordance with Accounting Standards Codification Topic 250, Accounting Changes and Error Corrections, in an amendment to its Q2 2026 Form 10-Q. U.S. dollar equivalents of euro amounts in this Item 4.02 have been calculated at an exchange rate of €1.00 to $1.142478, the rate used to translate the fair value of the Tekne Convertible Note Receivable as of June 30, 2026.

The Audit Committee and the Company’s management discussed the basis for the restatement and matters described in this report with the Company’s independent registered public accounting firm, WithumSmith+Brown, PC.

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 16, 2026	By:	/s/ Alessandro Zamboni
			Name: Alessandro Zamboni Title: Executive Chairman and Co-Chief Executive Officer

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