Convertible-note valuation error forces Nuburu to redo Q1 results

Rhea-AI Filing Summary

Nuburu (NYSE: BURU) filed an 8-K (Item 4.02) stating its unaudited Q1 2025 financial statements should no longer be relied upon. Management and the Audit Committee found material, non-cash misstatements stemming from incorrect fair-value assumptions for certain convertible notes and failure to re-measure them upon conversion. The errors understated additional paid-in capital and non-operating expense.

The company will file an amended Form 10-Q to restate the affected period under ASC 250. The misstatements relate to a previously disclosed material weakness in internal control over financial reporting. The Audit Committee has discussed the restatement with the independent auditors. Investors should monitor the upcoming restated filing and remediation plans.

Positive

• None.

Negative

• Issued non-reliance notice for Q1 2025 financials, citing material misstatements.
• Confirmed a material weakness in internal controls over convertible-note valuation.
• Pending restatement expected to increase non-operating expense and deepen net loss.

Insights

Financial Analyst

Restatement adds credibility risk despite non-cash nature; monitor revised margins and covenants.

The non-reliance notice signals governance stress that can widen funding spreads and spur equity volatility. Although the adjustment affects only APIC and non-operating expense, the corrected P&L will likely show a higher net loss, raising questions about loss trajectory and dilution capacity ahead of any capital raise. Watch the amended 10-Q for updated EPS, convertible-note balance, and any cascading impact on debt-equity ratios. The prior control weakness moves from theoretical to realized, indicating remediation urgency; failure could invite regulatory and shareholder scrutiny.

Risk Analyst

Control failure over fair-value inputs heightens litigation and auditor pressure.

Miscalculation of convertible-note valuation exposes a gap in valuation governance and could trigger class-action claims, especially if equity prices were influenced by the faulty Q1 data. The SEC and exchange typically view 4.02 restatements unfavorably, so expect intensified oversight. While cash flow is untouched, reputational damage may constrain future note issuances or equity lines. Key risk next quarter is whether further errors emerge, which would elevate the severity rating of the control deficiency and possibly prompt auditor qualification.

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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 20, 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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On June 20, 2025, the Company’s management, upon the recommendation of the Audit Committee of the Board of Directors (the “Audit Committee”), concluded that the Company’s previously issued unaudited financial statements as of and for the three months ended March 31, 2025, should no longer be relied upon due to misstatements that are described below, and it should be noted that these misstatements relate only to non-cash accounts on the previously issued unaudited financial statements, and that the Company will restate such financial statements to make necessary corrections.

Subsequent to filing its Quarterly Report on Form 10-Q for the three months ended March 31, 2025, the Company determined that, as of and for the three months ended March 31, 2025, (1) certain assumptions used to calculate fair value for certain convertible notes held by third parties that are being accounted for at fair value were not appropriate at the date the convertible notes were issued and (2) the fair value of these convertible notes were not adjusted to fair value upon conversion, resulting in an understatement of the following non-cash accounts - additional paid-in capital and non-operating expenses, which were determined to be material. As a result of these material misstatements, the Company will restate previously issued financial statements for the period referenced above, in accordance with ASC 250, Accounting Changes and Error Corrections in an amendment to the previously filed Quarterly Report on Form 10-Q for the three-months ended March 31, 2025.

The Company determined that these errors were the result of a material weakness in internal control over financial reporting that was previously reported in management’s report on internal control over financial reporting as of December 31, 2024 in Part II, Item 9A, “Controls and Procedures” on Form 10-K originally filed with the Securities and Exchange Commission on April 15, 2025.

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

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 25, 2025	By:	/s/ Alessandro Zamboni
			Name: Alessandro Zamboni Title: Executive Chairman

FAQ

Why did BURU declare non-reliance on its Q1 2025 financial statements?

Management found material errors in the fair-value assumptions and conversion accounting for certain convertible notes, making prior results unreliable.

Which accounts were misstated in BURU's Q1 2025 report?

The errors understated additional paid-in capital and non-operating expense, both non-cash line items tied to convertible notes.

Does the restatement affect BURU's cash position?

No. Management states all misstatements are non-cash and therefore do not impact reported cash balances.

What internal control weakness did BURU disclose?

A previously reported material weakness in internal control over financial reporting related to fair-value measurement of convertible notes.

When will BURU file the amended Q1 2025 Form 10-Q?

The company intends to submit an amendment to its Q1 2025 Form 10-Q; no specific date was provided in the 8-K.