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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.
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