Nuburu, Inc. SEC Filings

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.

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. (BURUW) filed a Form 424B4 prospectus describing an offering of Pre-Funded Warrants and Common Warrants and disclosing material corporate and financing developments. The document sets placement agent fees at up to 7.5% on gross proceeds up to $10,000,000 and an additional 6.0% on amounts above $10,000,000. It warns investors of immediate dilution, potential cashless warrant exercises that amplify dilution, and that the company will likely need additional capital even if the offering is successful. The filing discloses numerous unsecured convertible notes issued in 2025 with conversion prices tied to discounted VWAPs, an Agile Note bearing 44% interest with weekly repayments through November 2025, and multiple financings and exchanges with Indigo Capital, Brick Lane, Bomore, Torcross and others. The company has received an NYSE American notice of noncompliance regarding delisting proceedings for its Public Warrants, recorded material weaknesses and restatements tied to debt accounting, and large potential share issuances from conversions/options/notes that could substantially dilute shareholders. The prospectus also highlights product advantages of its blue laser technology and strategic focus on defense licensing.

NUBURU, INC. filed a new S-1 under Rule 462(b) to register additional securities for its ongoing reasonable best efforts public offering. This filing increases the maximum aggregate offering price by $3,605,041, consisting of common warrants to purchase up to $3,605,041 worth of the company’s common stock. The additional securities are of the same classes as those in the prior S-1 (File No. 333-290147) and represent no more than 20% of the maximum aggregate offering price previously set forth. The company also certifies that it will wire the related SEC filing fee and has sufficient funds to cover it.

Nuburu, Inc. (BURU) filed an S-1 describing its business, corporate history and material risks ahead of an offering. The filing discloses a completed business combination that converted Legacy Nuburu securities into Nuburu equity and significant financings through convertible notes, warrants and preferred stock that may result in substantial dilution (examples include 38,276,895 shares issuable upon conversion of convertible notes and 1,632,187 shares issuable upon exercise of outstanding warrants as of Sept 2, 2025). The company received a Notice of Noncompliance from NYSE American and has restated prior financials while identifying material weaknesses in internal controls. The prospectus lists many risk factors including financing needs, lack of commercialization, potential delisting, exposure to litigation and intellectual property risks, and numerous unsecured convertible financings with varying conversion discounts and maturities through mid-2026.