Nuburu SEC Filings

Amendment No. 2 to Schedule 13G filed by Esousa Group Holdings LLC and its managing member Michael Wachs reports that, as of the event date 30 June 2025, the filers beneficially own 0 Nuburu, Inc. (BURU) common shares, representing 0 % of the outstanding class.

The filing confirms:

• No voting or dispositive power – Items 4(a)–(c) list zero sole or shared voting/dispositive power.
• Ownership of 5 % or less – Item 5 states the group now holds less than the 5 % threshold that normally triggers Schedule 13G reporting.
• Citizenship & addresses – Esousa is a New York LLC; Mr. Wachs is a U.S. citizen. Principal office: 211 E 43rd St., Suite 402, New York, NY 10017.
• Certification – The securities were not acquired with intent to influence control of the issuer.
• Signatures – Both Esousa Group Holdings LLC (by Michael Wachs) and Michael Wachs individually signed on 10 July 2025.

Implication: a previously reportable holder has fully exited or otherwise reduced its stake below disclosure thresholds, removing its status as a significant shareholder in BURU.

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.