Nuburu, Inc. (symbol: BURU) is the issuer of record for a Form 8-K filing submitted to the SEC.
Nuburu, Inc. (BURU) reports that its Board and management, following the Audit Committee’s recommendation, concluded on September 16, 2026 that the previously issued unaudited condensed consolidated financial statements for the three and six months ended June 30, 2026 should no longer be relied upon because of a material accounting error.
The error relates to the fair value of a convertible note receivable funded to Tekne S.p.A. in the principal amount of €13,000,000 ($14,852,214), where an incorrect Tekne equity value of €15.2 million ($17.4 million) was used instead of €25.4 million ($29.0 million) as of June 30, 2026. Correcting this input increased the conversion option’s value from €0.7 million ($0.8 million) to €1.3 million ($1.5 million) and raised the fair value of the Tekne Convertible Note Receivable from €20,523,000 ($23,446,999) to €21,189,000 ($24,208,000), increasing the Company’s assets by $761,001.
The change in fair value of convertible notes receivable for the three and six months ended June 30, 2026 increases by the same amount, and Nuburu will restate its Q2 2026 Form 10-Q in accordance with Accounting Standards Codification Topic 250. The Audit Committee and management discussed the restatement with WithumSmith+Brown, PC, the Company’s independent registered public accounting firm.
Nuburu, Inc. (BURU) received an amended Schedule 13G from Avondale Capital, LLC, Streeterville Capital LLC, Streeterville Management LLC, and John M. Fife reporting beneficial ownership of its common stock. The group reports beneficial ownership of 925,308 shares, representing 9.99% of Nuburu’s common stock, based on 9,262,345 shares outstanding as of August 12, 2026, adjusted for a recent reverse stock-split.
The shares are directly beneficially owned by Avondale, with the other filers reporting indirect ownership through a control chain. Under a Certificate of Designations for Series B Preferred Stock, Avondale’s holdings are subject to a contractual 9.99% ownership cap, limiting how many common shares it may own at any time.
Nuburu, Inc. is repositioning as a dual‑use defense and security platform, consolidating new businesses while still operating at a loss and facing liquidity pressure. For the quarter ended June 30, 2026, it generated $524,927 of revenue (first half $932,571) and recorded a net loss of $6.5 million (first half $6.9 million). Operating expenses were $5.4 million in the quarter as the company invests in R&D, selling and marketing, and public‑company overhead.
Total assets rose to $68.4 million, reflecting the consolidation of Orbit and Lyocon and investments in Tekne and related parties. Stockholders’ equity improved from a deficit of $(15.2 million) at December 31, 2025 to positive equity of $9.4 million, helped by equity issuances, warrant exercises, debt extinguishments and non‑cash consideration in acquisitions.
Liquidity remains strained: cash and cash equivalents were only $726,934 (plus $875,141 restricted) at June 30, 2026, and operating activities used $15.1 million of cash in the first half. The company discloses substantial doubt about its ability to continue as a going concern and relies on external financing, including a standby equity purchase agreement. Nuburu is also working under an NYSE American compliance plan, and its common stock was delisted from NYSE American in July 2026 and now trades on the OTC market while it pursues an appeal and plans a reverse stock split.
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.