Nuburu SEC Filings

Nuburu, Inc. has filed a resale registration covering up to 130 million shares of its common stock that may be sold from time to time by YA II PN, LTD under a Standby Equity Purchase Agreement (SEPA) dated May 30, 2025. These shares have been or may be issued to the investor under the SEPA, and this document simply allows the investor to resell them publicly. Nuburu is not selling any securities in this offering and will not receive proceeds from the Selling Stockholder’s resales, though it may receive up to $28.5 million in aggregate gross proceeds from sales of common stock it elects to make to YA II PN, LTD under the SEPA, based on the December 8, 2025 NYSE American closing price. The company’s common stock trades on the NYSE American under the symbol BURU, and the prospectus emphasizes that investing in its securities involves a high degree of risk.

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. (BURU) filed its Q3 2025 report, highlighting continued losses and liquidity strain. The company reported a net loss of $22.4 million for the quarter and a loss from operations of $2.62 million, with no revenue recognized. Cash and cash equivalents were $5.94 million, while total liabilities rose to $67.0 million, contributing to a stockholders’ deficit of $53.9 million.

Management disclosed “substantial doubt” about the company’s ability to continue as a going concern. Earlier in 2025, Nuburu wrote down inventory, property and equipment, and its lease right‑of‑use asset to zero after losing access to its facility, and recorded large non‑operating charges, including losses tied to warrants, notes, and a SEPA. The company received an NYSE American notice of noncompliance but has an accepted plan period through October 29, 2026; shares continue trading with a “.BC” designation. As of November 10, 2025, common shares outstanding were 433,644,251.

Nuburu, Inc. (BURU): Schedule 13G/A (Amendment No. 3) — Esousa Group Holdings LLC and Michael Wachs reported beneficial ownership of 136,688,092 Nuburu common shares, representing 9.9% of the class as of 09/30/2025. The filing is certified as passive, stating the securities were not acquired to change or influence control.

The reported amount consists of 19,986,000 common shares, plus shares underlying warrants: 11,660,075 from prefunded warrants and 105,042,017 from common stock purchase warrants, all issued in September 2025. Both warrant types include a 9.9% Beneficial Ownership Maximum, which limits issuances or exercises that would push ownership above that level; as of the event date, this cap prevented exercise of the warrants.

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. (BURU) prospectus supplement discloses multiple unsecured convertible notes issued between March and August 2025 and large potential equity dilution tied to those notes and other instruments. Convertible financings include notes to Indigo Capital (aggregate face amounts including $1,578,495, $894,708, $1,421,053 and $2,108,523), Brick Lane, Bomore, Torcross, Diagonal and Boot, many with conversion prices tied to discounts to VWAP and maturities in 2026. The filing lists up to 38,276,895 shares issuable on conversion of outstanding convertible notes (as of August 20, 2025) and additional shares issuable for warrants, preferred conversions and other agreements, creating substantial dilution risk. The company discloses a history of losses, material weaknesses in internal control over financial reporting, a NYSE American notice of noncompliance, and significant dependence on raising additional capital. Several notes were issued in exchange for capital infusions or extinguishment of prior debt, and some notes have been partially or fully converted.

Nuburu, Inc. prospectus supplement outlines significant financing arrangements, equity issuances, and material risks tied to its business combination and transformation plan. The company disclosed multiple convertible notes and capital infusions from related counterparties with conversion prices tied to short VWAP windows and discounts, and a Standby Equity Purchase Agreement (SEPA) allowing up to $100 million of Common Stock purchases (30 million shares currently registered). The filing lists numerous risk factors including continued losses, need for additional capital, NYSE American noncompliance notice, prior financial statement misstatements and identified material weaknesses in internal control, and substantial potential dilution from preferred stock, warrants and convertible instruments. The filing also describes product technical advantages of the company’s blue laser technology and various governance provisions that limit stockholder actions.