Nuburu, Inc. 8-K Filings

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.

Nuburu, Inc. (BURU) has implemented a 1-for-40 reverse stock split of its common stock, effective September 1, 2026. Trading on the OTC Market is expected to begin on a split-adjusted basis on September 2, 2026, initially under the temporary symbol BURUD for 20 business days before reverting to BURU.

At the effective time, every 40 issued and outstanding shares are combined into 1 share, reducing outstanding common shares from approximately 370,493,812 to approximately 9,262,345, while the $0.0001 par value and authorization of 900,000,000 common and 50,000,000 preferred shares remain unchanged. The company states that percentage ownership and voting power should remain essentially the same, aside from immaterial fractional-share effects.

The reverse split is intended to help address NYSE American minimum trading price requirements after trading was suspended and delisting proceedings began in July 2026. Nuburu has appealed and has a hearing scheduled for September 10, 2026, but notes there is no assurance of a successful appeal or resumption of NYSE American listing.

Nuburu, Inc. completed a best-efforts public offering on July 17, 2026, selling 117,365,368 shares of common stock, pre-funded warrants to purchase up to 127,007,616 shares, 733,853 shares of Series B Preferred Stock and 205,627,016 registered conversion shares. The combined public offering price was $0.1555 per share of common stock and accompanying Series B Preferred Stock, or $0.1554 per pre-funded warrant unit, generating gross proceeds of approximately $38.0 million and expected net proceeds of approximately $35.6 million, at about a 30% premium to the $0.1199 closing price on July 15, 2026.

Nuburu plans to use proceeds to support the Italian Golden Power review and its proposed acquisition of a 70% interest in Tekne S.p.A., redeem approximately $15.5 million of a December 2025 debenture and pay $1.25 million of Lyocon-related convertible notes, reduce equity-line usage for at least 90 days and fund working capital and Defense & Security platform execution. The financing includes pre-funded warrants exercisable at $0.0001 with a 9.99% beneficial-ownership cap, convertible Series B Preferred Stock with a $100 stated value per share and conditional mandatory-conversion payments, placement agent cash fees of 6.25% of gross proceeds and 7,331,190 placement agent warrants at $0.194375.

On July 17, 2026, Nuburu’s common stock traded below $0.10, prompting NYSE American to begin delisting proceedings under Section 1003(f)(v). Nuburu intends to seek a review, appeal the determination and implement a reverse stock split, for which stockholder approval has already been obtained.

Nuburu, Inc. entered into a binding Head of Terms with Italian company SunCubes and its current venture investors to pursue an industrial, commercial and technological cooperation and a related minority investment. Nuburu plans to contribute up to €1,000,000 to SunCubes in two advance payments tied to definitive agreements and regulatory clearances.

The deal focuses on co-developing vehicle‑integrated directed‑energy “Laser Arm” systems, with detailed intellectual property licensing, ownership and pricing protections. Completion depends on Italian Golden Power and export‑control clearances and on SunCubes’ existing SAFE investment converting into equity by specific dates, or Nuburu’s advances must be repaid.

Nuburu, Inc. agreed to acquire a controlling stake in Italian company Tekne through a staged investment and share purchase. Nuburu has built a Tekne Convertible Receivable of €17,692,000 and may add up to $12,000,000 more, which will help fund a 57.1% subscription for €29,692,000. Nuburu Defense will then buy an additional 10% of Tekne for €5,200,000 plus an Earn-Out equal to 5% of Tekne’s annual revenues from 2027 through 2036, capped at €29,692,000, resulting in 70% ownership. Closing depends on Italian Golden Power Regulations approval by September 30, 2026, with repayment of the Tekne Convertible Receivable required if authorization is not obtained.

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.

Nuburu, Inc. filed an amended report describing a bond investment with an affiliate of its executive chairman. On March 12, 2026, the company agreed to subscribe to initial bonds issued by Supply@ME Stock Company 3 S. (“SYME 3”) with a nominal value of EUR 5.25 million, maturing in March 2029.

The subscription price of EUR 5.25 million will be settled by offsetting EUR 4,824,294 of prior inventory advances Nuburu paid to SYME 3. The bonds fund inventory for Tekne S.p.A., are secured by Tekne inventory and related receivables, and accrue interest at three‑month Euribor plus 7.5% per annum, capped at 12%, with quarterly payments and various early redemption options.

Nuburu, Inc. entered into a letter of intent with the shareholders of Italian company Tekne S.p.A. to move toward acquiring a 70% equity stake. Nuburu first obtained a 2.9% interest and issued Tekne a January Convertible Receivable of EUR 13,000,000, later increased by EUR 3,692,000 to a total of EUR 16,692,000, which is intended to convert into a 32.1% interest.

After Italian Golden Power authorization and a planned EUR 13,000,000 capital increase for another 25% interest, Nuburu would buy an additional 10% from existing shareholders for EUR 6,000,000 in cash, reaching 70%. The parties also contemplate a restructuring of Tekne, potential purchase or lease of an industrial complex in Ortona, and development of new dual-use drone-related manufacturing lines, along with a spin-off of certain non-core assets.

Nuburu, Inc. reported that its board approved new compensation decisions for its co-chief executive officers and independent directors, effective in 2025 and 2026. For 2025, co-CEOs Alessandro Zamboni and Dario Barisoni each earned an annual performance bonus equal to 100% of their respective base salaries, with Mr. Barisoni receiving $110,000 and Mr. Zamboni $380,000. Each co-CEO also received a one-time transition bonus of $90,000 related to the implementation of the co-CEO leadership model.

The board granted Mr. Barisoni a separate one-time special award of $330,000 for work on a transformational acquisition, operational restoration, risk reduction, turnaround progress, and listing compliance efforts, and granted Mr. Zamboni a $60,000 one-time special award for capital raising and liquidity stabilization. Beginning January 1, 2026, annual base salaries for each co-CEO were set at $600,000, and a 2026 annual incentive plan was adopted.

For non-employee directors Matteo Ricchebuono and Shawn Taylor, the board approved 2026 cash compensation including a $50,000 board retainer plus committee fees, a $45,000 one-time 2025 service bonus, and a $25,000 additional 2026 retainer to reflect expected turnaround and governance workload, payable quarterly and ending upon full executive management restoration or December 31, 2026, whichever comes first.

Nuburu, Inc. entered into a Bond Subscription Agreement to subscribe for initial bonds of Supply@ME Stock Company 3 S. in a nominal amount of EUR 5.25 million, maturing in March 2029. The price will be settled mainly by offsetting EUR 4,824,294 of advance payments previously made under a prior USD 5.15 million convertible facility with Supply@ME Capital plc. The bonds pay interest at 3‑month Euribor plus 7.5% per year, capped at 12%, with quarterly payments starting July 8, 2026. They are secured by non‑possessory pledges over Tekne S.p.A. inventory funded with the proceeds, related receivables, a pledged bank account, and VAT receivables, and may be redeemed early under specified conditions. SYME 3 is an affiliate of SYME, whose founder and CEO, Alessandro Zamboni, also serves as Nuburu’s Executive Chairman and Co‑Chief Executive Officer.

Nuburu, Inc. reported that stockholders approved six proposals at a special meeting. They authorized issuing shares above 19.99% of current common stock tied to warrants from a December 17, 2025 private placement and approved potential reverse stock splits through an amendment to the certificate of incorporation.

Stockholders also approved issuing up to $50 million of securities in one or more non‑public offerings at discounts of up to 30% to the market price. They agreed to issue 6,086,957 shares of common stock to S.F.E. Equity Investments S. and 50,000,000 shares to a related party in exchange for the remaining equity interests in Orbit S. An adjournment proposal was also approved to allow future extensions of the meeting if needed.

Nuburu, Inc., through its wholly owned subsidiary Nuburu Defense, LLC, entered into an International Cooperation Agreement with Tekne S.p.A. and Engineering Bureau Beryl LLC on March 3, 2026 to support deployment in Ukraine of Tekne’s Graelion-based “Tekne Graelion” vehicle.

The agreement sets a framework for qualification, deployment and industrial scaling of the product in Ukraine, includes a two-year exclusivity period for Beryl and Tekne in that market, and calls for a joint representative office in Kyiv. Nuburu Defense may provide capital, advance payments and procurement support, while Nuburu Defense and Tekne will jointly determine transaction economics and profitability thresholds.

Nuburu, Inc. is implementing a 1-for-4.99 reverse stock split of its common stock to address NYSE American’s minimum trading price requirement of $0.10. Trading in Nuburu’s shares was halted on February 13, 2026 after the price fell below $0.10.

The reverse split became effective on February 27, 2026, with split-adjusted trading beginning March 2, 2026 under the existing symbol “BURU” and a new CUSIP 67021W 400. Outstanding common shares were reduced from approximately 609,081,058 to 122,060,332.

The company’s authorization remains 900,000,000 common and 50,000,000 preferred shares, and par values are unchanged. Stockholders’ percentage ownership and voting power remain generally the same, aside from minor adjustments from rounding fractional shares, and stated rights and privileges of the common stock are unaffected.

Nuburu, Inc. entered into a contractual joint venture with Maddox Defense Incorporated to develop a modular, containerized, mobile additive manufacturing platform for drone and mission-critical defense components. The project runs in two phases, covering development and later commercialization.

In Phase I, Nuburu will fund up to $4,000,000 of development for the first fully operating container at Maddox’s U.S. facility and receives an additional 10% governance allocation on these funds, both of which are reimbursable. A joint Steering Committee with equal representation supervises development and determines when the product is market-ready.

In Phase II, the parties will form a new company owned 60% by Nuburu and 40% by Maddox. All distributable profits and a pledge over Maddox’s 40% stake will go to Nuburu until its reimbursable amount is fully repaid, after which profits will follow ownership percentages. The new entity will act as prime contractor for eligible U.S. and EU/NATO defense contracts, with Maddox leading U.S. commercial efforts and Nuburu leading EU/NATO engagement.

Nuburu, Inc. completed a best efforts public offering, issuing 58,379,137 common shares, 50,711,772 pre-funded warrants and warrants for up to 163,636,364 shares, generating approximately $11 million in net proceeds to fund its business plans and working capital.

The company’s stock was halted after trading fell below NYSE American’s $0.10 minimum price, and Nuburu is implementing a 1-for-4.99 reverse stock split to regain compliance. Shares outstanding are expected to shrink from about 550.7 million to 110.4 million, with fractional shares rounded up and no change to authorized share counts or voting rights.

Common and pre-funded warrants include beneficial ownership caps of 4.99% or 9.99%, placement agent cash fees and 2,181,818 placement agent warrants, and contractual restrictions on additional equity issuance and variable-rate financings for several months following the offering.

Nuburu, Inc. detailed several major capital and strategic moves. The company agreed to buy 295,000 Heckler & Koch AG shares, about 0.8% of H&K, for $15 million, paid with a subordinated convertible note maturing March 19, 2027 and convertible at $0.1515 per share, subject to a 9.9% beneficial ownership cap for Brick Lane and certain approval and share-authorization limits.

To reduce liabilities and support NYSE stockholder equity requirements, Nuburu will exchange 844,938 Series A Preferred shares held by Indigo Capital LP for a pre-funded warrant to buy 55,771,485 common shares at $0.0001 per share, capped at 4.99% beneficial ownership and exercisable until February 6, 2029. The company also amended its Orbit S.r.l. acquisition terms, replacing $8.75 million of planned convertible preferred share consideration with 50,000,000 common shares, in a related-party transaction reviewed and approved by independent directors and the Audit Committee.

Nuburu, Inc. reported a series of strategic transactions in Italy to expand its laser and defense technology ecosystem. The company completed the Lyocon acquisition for $2.0 million, split between $750,000 in cash and two zero‑interest subordinated convertible notes of $625,000 each, convertible at $0.295 per share, plus a potential earn‑out of up to $1,000,000 and up to $1.0 million of additional funding for Lyocon. Nuburu also closed a second tranche in Orbit, bringing its stake to about 22% and securing board control to align operations with the Nuburu group. In parallel, the company executed a long‑term Network Contract with Tekne, took an initial 2.9% interest funded via a $1,740,000 Tekne convertible note at $0.25 per share, and issued a EUR 13 million shareholder loan at 4% interest that may convert into a further 25% Tekne stake, bringing Nuburu’s interest to 27.9% if fully implemented.

Nuburu, Inc. entered into a material financing, issuing a $25,000,000 debenture and a large package of stock warrants to YA II PN, LTD for a $23,250,000 purchase price. The debenture’s first installment payment is due on the 91st day after issuance.

The investor received Series 1 Warrants for 80,000,000 common shares at $0.01 per share, Series 2 Warrants for 100,000,000 shares at $0.25, Series 3 Warrants for 25,000,000 shares at $0.375, and Series 4 Warrants for 25,000,000 shares at $0.47. Issuance of warrant shares above 19.99% of outstanding stock requires stockholder approval.

Net proceeds are expected to be about $21,850,000, which Nuburu plans to use for its business plans, working capital, and general corporate purposes. The company agreed to register the warrant shares for public resale and to limits on entering variable rate transactions until the debenture is fully repaid. A placement agent will receive cash fees of 5.0% of the debenture principal and 5.0% of any cash exercise proceeds from the warrants.

Nuburu, Inc. entered into a binding term sheet to acquire all ownership interests in Lyocon S.r.l., an Italian laser-engineering and photonics company. Nuburu plans to pay the sellers a minimum of $1.5 million and up to $3 million in total consideration, including $500,000 in cash at closing and $1,500,000 through a six‑month convertible promissory note that may be settled in Nuburu common stock or cash under specified conditions. The total consideration can be adjusted based on due diligence but cannot go below $1,500,000, and there is an additional potential earnout of up to $1,000,000 over five years if certain milestones are met.

Nuburu also plans to finance $1,000,000 for Lyocon’s ongoing operations over roughly two years and expects to close the deal on or before December 31, 2025, subject to due diligence and definitive agreements. Lyocon would operate as a Nuburu subsidiary with a three‑member board, and the current owners, Paola Zanzola and Alessandro Sala, would stay involved as managers and technical consultants with potential equity incentives.

Nuburu, Inc. entered a material definitive agreement for its subsidiary, Nuburu Defense, to acquire all ownership interests in Orbit S.r.l. and to invest up to $5.0 million of equity into Orbit for working and growth capital. The aggregate purchase price is $12.5 million, comprising $3.75 million in cash and $8.75 million in securities, to be completed in tranches, with the final acquisition tranche by December 31, 2026 and the final equity infusion tranche by October 7, 2028.

Because Orbit is wholly owned by Alessandro Zamboni (the Company’s Executive Chairman and Co‑CEO) through Vanguard Holdings, the deal is a related party transaction and was reviewed and approved by independent directors. An advance payment of $3.75 million has been satisfied via a $1.35 million credit offset and $2.4 million paid in four $600,000 tranches. The $8.75 million non‑cash portion is planned as preferred shares with 5:1 voting relative to common, anti‑dilution protections, and 1:1 convertibility, subject to stockholder and NYSE American approvals. Nuburu also secured a 36‑month exclusive right to market Orbit’s platform to the security sector globally. A stockholders’ meeting to seek approval of the preferred issuance is targeted by July 31, 2026.

Nuburu, Inc. (BURU) disclosed a non-binding Strategic Framework Agreement with Maddox Defense to form a joint venture under Italian law to develop, manufacture, and deploy military drones for NATO customers and commercial UAV applications. The parties intend to execute a definitive joint venture agreement on or before December 15, 2025.

Under the framework, Nuburu Defense would contribute up to $10 million in funding, while Maddox Defense would contribute eligible assets, intellectual property, expertise, and personnel, with asset values determined by a formal appraisal under Italian law. Equity ownership would be proportional to Nuburu’s capital commitment relative to the appraised value of Maddox’s contributions, and Nuburu Defense would hold a controlling interest.

The agreement includes a six-month exclusivity period and a six-month term, with either party able to terminate on 30 days’ written notice. The disclosure was furnished under Regulation FD.

Nuburu, Inc. signed a binding letter of intent to acquire 100% of Italian software company Orbit S.r.l., wholly owned by its Executive Chairman and Co-CEO Alessandro Zamboni, making this a related party transaction reviewed and approved by independent directors. The company will invest $5,000,000 into Orbit over 36 months, including an initial $1,500,000 payment, and later acquire the remaining equity at a valuation of $12,500,000. An advance of $3,750,000 will be paid via a $1,350,000 credit offset and four cash tranches, with the remaining $8,750,000 to be settled in preferred shares with enhanced voting rights and anti-dilution protections, subject to stockholder approval.

The Board appointed Alessandro Zamboni and director Dario Barisoni as Co-CEOs with base salaries of $440,000 each, cash bonus opportunities equal to 100% of salary, and large RSU grants, including 1,774,000 RSUs vesting in October 2025 and 5,726,000 contingent RSUs each, plus stock-price-based RSUs tied to future share price milestones. Barisoni’s move to Co-CEO removed him from the Audit Committee, leaving it without the required two independent directors. Nuburu notified NYSE American of this non-compliance and has until the earlier of its next annual meeting or one year from the event to restore compliant audit committee composition.

Nuburu, Inc. completed a best efforts public offering that is expected to deliver approximately $10.9 million in net proceeds. The company sold 32,373,536 shares of common stock, pre-funded warrants to purchase up to 51,660,075 shares, and common warrants to purchase up to 126,050,417 shares.

Each share or pre-funded warrant was sold with one common warrant, at combined prices of $0.1428 or $0.1427, respectively. Nuburu plans to use the cash to support phased acquisitions, along with working capital and general corporate purposes. Investors, directors, officers, and 10% holders agreed to short-term lock-ups, and warrant terms cap beneficial ownership at 4.99% or 9.99%.

Nuburu, Inc. entered into a financing agreement by issuing a $125,000 unsecured, convertible note to Brick Lane Capital Management Limited in a private placement. The note carries no interest while it is not in default, matures on September 2, 2026, and can be converted into common stock at a price equal to 70% of the lowest volume-weighted average price during the five days before conversion.

Stock issuances on conversion are capped at 19.9% of Nuburu’s outstanding common stock as of the agreement date until stockholders approve the transaction, and Brick Lane may not own more than 9.9% of the company’s outstanding common stock at any time. The note is subordinated to the Series A Preferred Stock for dividends and liquidation rights and includes customary representations, covenants, and events of default. The securities were sold under a registration exemption for private placements to an accredited investor.

Nuburu, Inc. signed a binding commitment letter revising its plan to acquire a 70% stake in Italian vehicle maker Tekne S.p.A., valuing Tekne at $60 million and the 70% interest at about $42 million. The deal, adjusted in response to Italy’s Golden Power review, will occur in two stages: a 3% stake expected in September 2025 and the remaining 67% by the end of 2025, subject to definitive agreements and regulatory approvals.

To support Tekne’s working capital, Nuburu agreed to help arrange up to EUR 40 million of financing over 12 months, including EUR 10.5 million of cash capital support and a EUR 30 million inventory monetization program using the Supply@ME platform. Nuburu and Tekne will also form a U.S. joint venture, 80% owned by Nuburu, expected to generate up to $7.5 million of revenue while the review is completed. Completing the second stage is anticipated to require issuing more than 19.99% of Nuburu’s outstanding stock, which will require stockholder approval via a proxy process.

Nuburu, Inc. entered into a financing deal by issuing a $225,000 unsecured, convertible note to Indigo Capital LP in exchange for a matching capital infusion. The Indigo Note bears no interest while it is not in default, has a maturity date of August 17, 2026, and can convert into common stock at a price equal to 80% of the lowest VWAP during the five trading days before each conversion.

Common stock issued upon conversion is capped at 19.9% of the outstanding shares as of the deal date until stockholders approve the transaction, and Indigo cannot own more than 9.9% of Nuburu’s outstanding common stock at any time. The note is subordinated to Nuburu’s outstanding Series A Preferred Stock for dividend and liquidation rights. The securities were sold in a private placement to an accredited investor under a Section 4(a)(2) exemption.

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.

Nuburu (NYSE: BURU) has entered into significant convertible note transactions with Bomore Opportunity Group on June 18, 2025. The company executed two key transactions:

• Issued a $1,050,000 convertible note in exchange for 100,000 shares of Series A Preferred Stock
• Issued a $250,000 convertible note in exchange for new capital investment

Both notes are unsecured, non-interest bearing (if not in default), and mature on June 17, 2026. The conversion price is set at the lowest VWAP during the 5 days prior to conversion. Key restrictions include:

• Common stock issuance on conversion limited to 19.9% of outstanding shares until stockholder approval
• Bomore's ownership capped at 9.9% of outstanding common stock
• Notes are subordinate to Series A Preferred Stock regarding dividends and liquidation rights

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.