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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. Schedule 13G/A amendment reports that Esousa Group Holdings LLC and Michael Wachs beneficially own 1,883,522 shares, representing 0.4% of the class. The shares consist of common stock underlying warrants issued in September 2025. The filing cites 505,720,453 shares outstanding as of February 5, 2026 per the issuer's prospectus filed February 17, 2026.
Nuburu, Inc. has called a special stockholder meeting on March 12, 2026 to approve several actions that could significantly change its capital structure and ownership mix. Stockholders of record on February 11, 2026 may vote.
Key proposals include authorizing issuance of more than 19.99% of existing common stock tied to a $25 million YA Financing, including up to 230 million warrant shares; granting the board authority to execute one or more reverse stock splits; and approving up to $50 million of additional securities in non-public offerings at discounts of up to 30% to the market price. The company also seeks approval to issue 6,086,957 shares to S.F.E. Equity Investments and 50,000,000 shares to a related party to acquire the remaining equity in Orbit S.r.l., plus authority to adjourn the meeting if needed to secure votes.
Nuburu, Inc. is conducting a best efforts public offering of 58,379,137 shares of common stock and 50,711,772 pre-funded warrants, plus common warrants exercisable for up to 163,636,364 shares. The securities are priced at $0.11 per share and accompanying warrant (or $0.1099 per pre-funded warrant and warrant), targeting $12,000,000 in gross proceeds and about $11,130,000 in net proceeds before expenses.
The company warns investors of immediate and substantial dilution, no public market for the warrants, and that this is a no‑minimum, best efforts deal. Nuburu discloses severe liquidity constraints, a transformation plan focused on acquisitions and licensing after a foreclosure on its patent portfolio, and preliminary 2025 figures indicating an estimated net loss of $78.7 million and a stockholders’ deficit. The filing highlights substantial going‑concern risks, heavy use of convertible instruments and warrants, and potential NYSE American delisting if listing standards are not maintained.
Nuburu, Inc. director Matteo Ricchebuono filed an initial ownership report stating that he does not beneficially own any Nuburu securities. This Form 3 reflects his status as a director of Nuburu, Inc. as of the event date of April 30, 2024.
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. 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.