Nuburu, Inc. SEC Filings

Esousa Group Holdings LLC and its managing member Michael Wachs reported beneficial ownership of 45,339,650 shares of NUBURU, INC. common stock. This position represents 9.9% of the outstanding common stock, calculated to reflect a contractual “Beneficial Ownership Maximum” of 9.99%.

The filing notes additional potential equity exposure excluded from this figure, including 127,007,616 shares underlying prefunded warrants and shares issuable upon conversion of 517,559 shares of Series B preferred stock. Under the terms of the prefunded warrants and preferred stock, NUBURU cannot issue, and the reporting persons cannot exercise, vote, or convert these securities to the extent such actions would cause their beneficial ownership to exceed the 9.99% cap.

The reporting persons have sole voting and dispositive power over the 45,339,650 common shares and no shared voting or dispositive power.

Avondale Capital, LLC, together with Streeterville Capital LLC, Streeterville Management LLC, and John M. Fife, reports beneficial ownership of Nuburu, Inc. common stock. The group reports beneficial ownership of 32,154,340 shares of common stock, par value $0.0001 per share, under a Schedule 13G filing.

This amount represents 8.78% (also referenced as 8.8%) of Nuburu’s common stock, based on 366,408,164 shares outstanding. The reporting persons state that they have sole voting power and sole dispositive power over all 32,154,340 shares, with no shared voting or dispositive power. The shares are directly beneficially owned by Avondale Capital LLC and indirectly beneficially owned by the other reporting persons.

Nuburu, Inc. completed a best-efforts public offering on July 17, 2026, selling 117,365,368 shares of common stock, pre-funded warrants to purchase up to 127,007,616 shares, 733,853 shares of Series B Preferred Stock and 205,627,016 registered conversion shares. The combined public offering price was $0.1555 per share of common stock and accompanying Series B Preferred Stock, or $0.1554 per pre-funded warrant unit, generating gross proceeds of approximately $38.0 million and expected net proceeds of approximately $35.6 million, at about a 30% premium to the $0.1199 closing price on July 15, 2026.

Nuburu plans to use proceeds to support the Italian Golden Power review and its proposed acquisition of a 70% interest in Tekne S.p.A., redeem approximately $15.5 million of a December 2025 debenture and pay $1.25 million of Lyocon-related convertible notes, reduce equity-line usage for at least 90 days and fund working capital and Defense & Security platform execution. The financing includes pre-funded warrants exercisable at $0.0001 with a 9.99% beneficial-ownership cap, convertible Series B Preferred Stock with a $100 stated value per share and conditional mandatory-conversion payments, placement agent cash fees of 6.25% of gross proceeds and 7,331,190 placement agent warrants at $0.194375.

On July 17, 2026, Nuburu’s common stock traded below $0.10, prompting NYSE American to begin delisting proceedings under Section 1003(f)(v). Nuburu intends to seek a review, appeal the determination and implement a reverse stock split, for which stockholder approval has already been obtained.

Nuburu, Inc. entered into a binding Head of Terms with Italian company SunCubes and its current venture investors to pursue an industrial, commercial and technological cooperation and a related minority investment. Nuburu plans to contribute up to €1,000,000 to SunCubes in two advance payments tied to definitive agreements and regulatory clearances.

The deal focuses on co-developing vehicle‑integrated directed‑energy “Laser Arm” systems, with detailed intellectual property licensing, ownership and pricing protections. Completion depends on Italian Golden Power and export‑control clearances and on SunCubes’ existing SAFE investment converting into equity by specific dates, or Nuburu’s advances must be repaid.

Nuburu, Inc. agreed to acquire a controlling stake in Italian company Tekne through a staged investment and share purchase. Nuburu has built a Tekne Convertible Receivable of €17,692,000 and may add up to $12,000,000 more, which will help fund a 57.1% subscription for €29,692,000. Nuburu Defense will then buy an additional 10% of Tekne for €5,200,000 plus an Earn-Out equal to 5% of Tekne’s annual revenues from 2027 through 2036, capped at €29,692,000, resulting in 70% ownership. Closing depends on Italian Golden Power Regulations approval by September 30, 2026, with repayment of the Tekne Convertible Receivable required if authorization is not obtained.

Nuburu, Inc. reported a net loss of $459,898 for the three months ended March 31, 2026, a sharp improvement from a $16.6 million loss a year earlier, helped by large non‑operating fair value gains on warrants and debt. Revenue was modest at $407,644, generating a gross loss as operating expenses reached $7.7 million.

Total assets rose to $76.1 million, driven by new investments, goodwill and intangibles from the Orbit and Lyocon transactions and Tekne-related investments. Stockholders’ equity improved from a deficit of $(15.2) million at year‑end 2025 to positive equity of $2.2 million, while cash and cash equivalents fell to $8.3 million after heavy operating and investing cash outflows.

The company has adopted a new defense and security platform strategy, consolidating Orbit and acquiring Lyocon, and executed a 1‑for‑4.99 reverse stock split in February 2026. Despite these actions, management states that substantial doubt about Nuburu’s ability to continue as a going concern remains, citing ongoing losses, negative operating cash flows, significant debt obligations and dependence on external financing. Nuburu also remains under NYSE American continued listing deficiency notices and must regain required equity levels by October 29, 2026 under an accepted compliance plan.

Nuburu, Inc. notified the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and will use the five-calendar-day extension provided by Rule 12b-25. The delay reflects the consummation and complexity of multiple transactions during Q1 2026, including acquisitions, equity and debt arrangements, a public offering and related integrations that have required significant accounting and audit resources.

The company states the Q1 2026 Form 10-Q will reflect these Transactions and that results of operations for the quarter will be significantly positively impacted versus the prior-year quarter; however, Nuburu did not provide a quantitative estimate in this notice.

Nuburu, Inc. reports that it remains out of compliance with NYSE American continued listing standards and is pursuing a liability-reduction plan that includes exchanging preferred stock for deeply in-the-money pre-funded warrants.

The company received a 2025 notice for failing to meet the $2.0 million stockholders’ equity requirement and, on May 12, 2026, a new notice for failing the higher $4.0 million equity threshold after reporting a stockholders’ deficit of about $15.2 million as of December 31, 2025. NYSE American has accepted a compliance plan and granted a plan period through October 29, 2026.

As part of this plan, Nuburu entered into an exchange agreement with Indigo Capital LP covering up to 446,946 Series A Preferred shares. An initial exchange of 71,430 preferred shares resulted in a pre-funded warrant for up to 4,398,399 common shares at a nominal $0.0001 per share, subject to a 4.99% beneficial ownership cap and exercisable until May 11, 2029.