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. 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.
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.
Nuburu, Inc. ownership disclosure: Highbridge Capital Management, LLC reports beneficial ownership of 34,919,466 shares of Common Stock, representing 9.9% based on 154,588,426 shares outstanding as of March 26, 2026. The reported position reflects shares issuable upon exercise of warrants (the Reported Warrants), but exercises are subject to a 9.99% Blocker that prevents Highbridge from exercising warrants that would raise its ownership above 9.99%. The filing states Highbridge cannot currently exercise all Reported Warrants due to that blocker.
Nuburu, Inc. ownership disclosure: Highbridge Capital Management, LLC reports beneficial ownership of 34,919,466 shares of Common Stock, representing 9.9% based on 154,588,426 shares outstanding as of March 26, 2026. The reported position reflects shares issuable upon exercise of warrants (the Reported Warrants), but exercises are subject to a 9.99% Blocker that prevents Highbridge from exercising warrants that would raise its ownership above 9.99%. The filing states Highbridge cannot currently exercise all Reported Warrants due to that blocker.
Nuburu, Inc. filed Amendment No. 1 to its Registration Statement (File No. 333-295324) as an exhibit-only S-3/A on May 7, 2026. The amendment adds the legal opinion of Holland & Hart LLP as Exhibit 5.1 and the accompanying consent as Exhibit 23.2; the prospectus and the remainder of Part II remain unchanged.
Nuburu, Inc. filed Amendment No. 1 to its Registration Statement (File No. 333-295324) as an exhibit-only S-3/A on May 7, 2026. The amendment adds the legal opinion of Holland & Hart LLP as Exhibit 5.1 and the accompanying consent as Exhibit 23.2; the prospectus and the remainder of Part II remain unchanged.
Nuburu, Inc. filed Amendment No. 1 to its Form 10-K for the year ended December 31, 2025 to add full Part III disclosures on directors, executive compensation, security ownership, related-party transactions, and auditor fees, and to update the exhibit list and officer certifications.
The filing details a new board led by Executive Chairman and Co-CEO Alessandro Zamboni and Co-CEO Dario Barisoni, revised pay for executives and directors, a 2026 performance-based cash incentive plan, and significant related-party arrangements involving Tekne, Orbit, Supply@ME group entities, TAG and Vanguard. No new financial statements are included, and the amendment does not update events after the original 10-K.
Nuburu, Inc. filed Amendment No. 1 to its Form 10-K for the year ended December 31, 2025 to add full Part III disclosures on directors, executive compensation, security ownership, related-party transactions, and auditor fees, and to update the exhibit list and officer certifications.
The filing details a new board led by Executive Chairman and Co-CEO Alessandro Zamboni and Co-CEO Dario Barisoni, revised pay for executives and directors, a 2026 performance-based cash incentive plan, and significant related-party arrangements involving Tekne, Orbit, Supply@ME group entities, TAG and Vanguard. No new financial statements are included, and the amendment does not update events after the original 10-K.
Nuburu, Inc. filed a resale registration for up to 60,000,000 shares of Common Stock to permit YA II PN, LTD. (the Selling Stockholder) to resell shares issued under a Standby Equity Purchase Agreement (SEPA). The Company will not receive proceeds from resales by the Selling Stockholder; however, under the SEPA the Company may elect to sell shares to the Selling Stockholder and may receive up to $11.6 million based on the $0.20 closing price on April 20, 2026. The SEPA provides a $100 million Commitment Amount in the aggregate, is subject to an Exchange Cap and a 4.99% beneficial ownership limit for the Selling Stockholder, and requires that proceeds received under the SEPA be applied to repayment of a $25,000,000 Debenture until indefeasibly paid.
Nuburu, Inc. filed a resale registration for up to 60,000,000 shares of Common Stock to permit YA II PN, LTD. (the Selling Stockholder) to resell shares issued under a Standby Equity Purchase Agreement (SEPA). The Company will not receive proceeds from resales by the Selling Stockholder; however, under the SEPA the Company may elect to sell shares to the Selling Stockholder and may receive up to $11.6 million based on the $0.20 closing price on April 20, 2026. The SEPA provides a $100 million Commitment Amount in the aggregate, is subject to an Exchange Cap and a 4.99% beneficial ownership limit for the Selling Stockholder, and requires that proceeds received under the SEPA be applied to repayment of a $25,000,000 Debenture until indefeasibly paid.
Nuburu, Inc. director and Co‑Chief Executive Officer Alessandro Zamboni reported two acquisitions of common stock. On December 31, 2025, Vanguard Holdings S.r.l., an entity owned by him, recorded an open‑market purchase of 4,332,525 shares at $0.3453 per share, held indirectly. A footnote explains this reflects the conversion of two Company convertible promissory notes of $545,000 and $900,000, plus interest, into 21,619,298 shares before adjustment for a 1‑for‑4.99 reverse stock split.
Separately, on October 1, 2025, Zamboni was granted 1,774,000 restricted stock units, which vested on October 31, 2025. After the 2026 reverse stock split, this grant is shown in the table as 355,511 shares of common stock held directly.
Nuburu, Inc. director and Co‑Chief Executive Officer Alessandro Zamboni reported two acquisitions of common stock. On December 31, 2025, Vanguard Holdings S.r.l., an entity owned by him, recorded an open‑market purchase of 4,332,525 shares at $0.3453 per share, held indirectly. A footnote explains this reflects the conversion of two Company convertible promissory notes of $545,000 and $900,000, plus interest, into 21,619,298 shares before adjustment for a 1‑for‑4.99 reverse stock split.
Separately, on October 1, 2025, Zamboni was granted 1,774,000 restricted stock units, which vested on October 31, 2025. After the 2026 reverse stock split, this grant is shown in the table as 355,511 shares of common stock held directly.
Nuburu, Inc. director Alessandro Zamboni filed an initial ownership report on Form 3. The filing establishes his status as a director of Nuburu but does not list any stock transactions, derivative positions, or current share holdings. It serves as a baseline disclosure of his insider status with the company.
Nuburu, Inc. director Alessandro Zamboni filed an initial ownership report on Form 3. The filing establishes his status as a director of Nuburu but does not list any stock transactions, derivative positions, or current share holdings. It serves as a baseline disclosure of his insider status with the company.
Nuburu, Inc. reports a major strategic shift from industrial blue lasers to a dual-use defense, security, and critical‑infrastructure platform, while facing significant financial pressure. The company recorded a $79.1 million net loss in 2025 and an accumulated deficit of $200.5 million, and its auditors raised substantial doubt about its ability to continue as a going concern.
Management’s 2025 Transformation Plan centers on software‑orchestrated defense and resilience solutions, supported by acquisitions and investments including Lyocon (laser engineering), Orbit (operational resilience software), Tekne (defense vehicles and networks), SYME (inventory monetization fintech), Maddox (mobile additive manufacturing JV) and an H&K firearms stake. These deals are largely funded with convertible notes and receivables, increasing leverage and execution risk at a time when Nuburu has limited cash, a very small employee base, discontinued U.S. manufacturing, and must still regain NYSE American listing compliance and secure additional capital.
Nuburu, Inc. reports a major strategic shift from industrial blue lasers to a dual-use defense, security, and critical‑infrastructure platform, while facing significant financial pressure. The company recorded a $79.1 million net loss in 2025 and an accumulated deficit of $200.5 million, and its auditors raised substantial doubt about its ability to continue as a going concern.
Management’s 2025 Transformation Plan centers on software‑orchestrated defense and resilience solutions, supported by acquisitions and investments including Lyocon (laser engineering), Orbit (operational resilience software), Tekne (defense vehicles and networks), SYME (inventory monetization fintech), Maddox (mobile additive manufacturing JV) and an H&K firearms stake. These deals are largely funded with convertible notes and receivables, increasing leverage and execution risk at a time when Nuburu has limited cash, a very small employee base, discontinued U.S. manufacturing, and must still regain NYSE American listing compliance and secure additional capital.