Welcome to our dedicated page for Nuburu SEC filings (Ticker: BURU), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Nuburu, Inc. filings document material agreements, capital-structure actions, governance matters and shareholder approvals for a public defense and directed-energy technology company. Recent 8-K disclosures cover bond subscription and inventory-financing arrangements, international cooperation agreements for defense vehicle deployment, contractual joint venture terms for mobile additive manufacturing, and subsidiary activity involving Nuburu Defense.
The company’s regulatory record also includes stockholder votes on equity issuances and reverse stock split authority, a completed reverse stock split tied to NYSE American listing compliance, executive and director compensation determinations, related-party financing disclosures, security-holder rights matters and amendments to material-event reports.
Nuburu, Inc. is registering up to 115,000,000 shares of common stock (or Pre-Funded Warrants in lieu of common stock), common warrants to purchase up to 172,500,000 shares, and up to 200,000,000 shares of common stock underlying the Pre-Funded and Common Warrants in a best efforts public offering. Based on an assumed combined public offering price of $0.1582, the maximum gross proceeds would be $18,193,000, with estimated net proceeds of $16,951,420 before expenses.
The company has shifted from in-house manufacturing to a licensing and joint-development model after a foreclosure transferred its patent portfolio in exchange for extinguishing secured debt. It is pursuing a "Transformation Plan" funded by S.F.E. Equity Investments SARL, and a series of strategic transactions including stakes or planned controlling interests in Tekne, Supply@ME Capital, Orbit, Lyocon and an investment in Heckler & Koch AG.
Nuburu reports substantial losses and going-concern risks, with an estimated 2025 net loss of $78.7 million, total operating expenses of $18.0 million, total non-operating expenses of $60.5 million, and a preliminary stockholders’ deficit of $14.8 million. The offering has no minimum, may be highly dilutive to existing holders, and the company faces NYSE American continued listing risk due to a low share price and significant overhang from prior financings and convertible instruments.
Nuburu, Inc. director reports no share ownership. A Form 3 filing shows that director Dario Barisoni currently has no beneficial ownership of Nuburu, Inc. common stock or derivative securities. This is an initial insider ownership statement and does not reflect any purchase or sale activity.
Nuburu, Inc. director files initial ownership report showing no holdings
Shawn Taylor, a director of Nuburu, Inc. (BURU), filed an initial Form 3 reporting position with the company. The filing states in the explanation section that no securities are beneficially owned as of the event date of December 31, 2024.
Nuburu, Inc. is calling a special shareholder meeting on March 12, 2026 to approve sweeping capital and governance actions tied to its Transformation Plan. Investors are asked to approve issuing more than 19.99% new shares from a December 2025 YA warrant financing that could reach 230 million shares and up to $47 million of potential proceeds, a jump in authorized common stock from 900 million to 2 billion, and authority for one or more reverse stock splits within 12 months to maintain stock-exchange listing.
The proxy also seeks approval to issue up to $100 million of securities in non‑public offerings at discounts of up to 30% to market, 6,086,957 shares to S.F.E. Equity Investments for financing support, and 50,000,000 shares to a related party to acquire the remaining equity in Orbit S.r.l. The Board unanimously recommends voting in favor of all proposals, emphasizing the need for fresh capital and strategic acquisitions to execute its defense and security platform strategy.
The Vanguard Group filed a Schedule 13G reporting a passive ownership stake in Nuburu Inc common stock as of 12/31/2025. Vanguard reports beneficial ownership of 22,050,356 shares, representing 5.03% of the class.
Vanguard has shared voting power over 870,364 shares and shared dispositive power over 22,050,356 shares, with no sole voting or dispositive power. The filing states the shares are held in the ordinary course of business and not for the purpose of changing or influencing control, and notes an internal realignment effective 01/12/2026 that may lead to future disaggregated ownership reporting by Vanguard subsidiaries.
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. is registering up to 230 million shares of common stock for resale by YA II PN, LTD., the selling stockholder from a recent financing. These shares are tied to a $25,000,000 debenture and four warrant series that together cover 230,000,000 warrant shares with exercise prices ranging from $0.01 to $0.47 per share. Nuburu will not receive proceeds from resales, but could receive cash if the warrants are exercised, which could total about $46,925,000 before fees if all are exercised in cash.
The company completed this financing after a going‑concern qualified audit opinion and continues to report large accumulated losses. A 19.99% NYSE American “Exchange Cap” and a 4.99% beneficial ownership limit restrict how many shares can be issued to the selling stockholder without shareholder approval. Nuburu also has a $100,000,000 standby equity purchase agreement that can direct all proceeds to repaying the debenture, and warns that extensive past and potential future share issuances may significantly dilute existing holders and pressure the stock price.
Nuburu, Inc. is registering up to 130 million shares of common stock for resale by a single selling stockholder under a standby equity purchase agreement. These shares may be issued to YA II PN, LTD under a $100 million equity facility that Nuburu can draw on at its discretion, with purchase prices based on a discount to recent volume-weighted average trading prices.
Nuburu will not receive proceeds from the resale of these shares, though it may raise capital by selling new shares to the investor under the agreement. As of December 8, 2025, 437,987,341 shares of common stock were outstanding.
The company highlights significant risks: potential substantial dilution and share price pressure from multiple financing and resale transactions, a history of substantial losses and going‑concern uncertainty, dependence on closing several planned acquisitions, and the need for additional capital to execute its transformation strategy. Nuburu has received a NYSE American noncompliance notice and has previously restated financial statements and identified material weaknesses in internal controls.
Nuburu, Inc. has filed a prospectus covering the resale by YA II PN, LTD of up to 230 million shares of common stock. These shares may be issued to the selling stockholder under a December 13, 2025 Securities Purchase Agreement, in which Nuburu received a $23,250,000 capital infusion and issued a $25,000,000 debenture plus multiple warrant series. The warrants cover 80,000,000 shares at $0.01, 100,000,000 at $0.25, 25,000,000 at $0.375 and 25,000,000 at $0.47 per share.
Nuburu is not selling shares in this offering and will not receive proceeds from any resale, though it may receive cash if the warrants are exercised. The company’s common stock trades on the NYSE American under the symbol BURU, and the last quoted sale price was $0.2152 per share on December 19, 2025. Nuburu is classified as an emerging growth company and highlights that investing in its securities involves a high degree of risk.