Nuburu SEC Filings

Nuburu, Inc. detailed several major capital and strategic moves. The company agreed to buy 295,000 Heckler & Koch AG shares, about 0.8% of H&K, for $15 million, paid with a subordinated convertible note maturing March 19, 2027 and convertible at $0.1515 per share, subject to a 9.9% beneficial ownership cap for Brick Lane and certain approval and share-authorization limits.

To reduce liabilities and support NYSE stockholder equity requirements, Nuburu will exchange 844,938 Series A Preferred shares held by Indigo Capital LP for a pre-funded warrant to buy 55,771,485 common shares at $0.0001 per share, capped at 4.99% beneficial ownership and exercisable until February 6, 2029. The company also amended its Orbit S.r.l. acquisition terms, replacing $8.75 million of planned convertible preferred share consideration with 50,000,000 common shares, in a related-party transaction reviewed and approved by independent directors and the Audit Committee.

Nuburu, Inc. is registering up to 115,000,000 shares of common stock (or Pre-Funded Warrants in lieu of common stock), common warrants to purchase up to 172,500,000 shares, and up to 200,000,000 shares of common stock underlying the Pre-Funded and Common Warrants in a best efforts public offering. Based on an assumed combined public offering price of $0.1582, the maximum gross proceeds would be $18,193,000, with estimated net proceeds of $16,951,420 before expenses.

The company has shifted from in-house manufacturing to a licensing and joint-development model after a foreclosure transferred its patent portfolio in exchange for extinguishing secured debt. It is pursuing a "Transformation Plan" funded by S.F.E. Equity Investments SARL, and a series of strategic transactions including stakes or planned controlling interests in Tekne, Supply@ME Capital, Orbit, Lyocon and an investment in Heckler & Koch AG.

Nuburu reports substantial losses and going-concern risks, with an estimated 2025 net loss of $78.7 million, total operating expenses of $18.0 million, total non-operating expenses of $60.5 million, and a preliminary stockholders’ deficit of $14.8 million. The offering has no minimum, may be highly dilutive to existing holders, and the company faces NYSE American continued listing risk due to a low share price and significant overhang from prior financings and convertible instruments.

Nuburu, Inc. director reports no share ownership. A Form 3 filing shows that director Dario Barisoni currently has no beneficial ownership of Nuburu, Inc. common stock or derivative securities. This is an initial insider ownership statement and does not reflect any purchase or sale activity.

Nuburu, Inc. director files initial ownership report showing no holdings

Shawn Taylor, a director of Nuburu, Inc. (BURU), filed an initial Form 3 reporting position with the company. The filing states in the explanation section that no securities are beneficially owned as of the event date of December 31, 2024.

The Vanguard Group filed a Schedule 13G reporting a passive ownership stake in Nuburu Inc common stock as of 12/31/2025. Vanguard reports beneficial ownership of 22,050,356 shares, representing 5.03% of the class.

Vanguard has shared voting power over 870,364 shares and shared dispositive power over 22,050,356 shares, with no sole voting or dispositive power. The filing states the shares are held in the ordinary course of business and not for the purpose of changing or influencing control, and notes an internal realignment effective 01/12/2026 that may lead to future disaggregated ownership reporting by Vanguard subsidiaries.

Nuburu, Inc. reported a series of strategic transactions in Italy to expand its laser and defense technology ecosystem. The company completed the Lyocon acquisition for $2.0 million, split between $750,000 in cash and two zero‑interest subordinated convertible notes of $625,000 each, convertible at $0.295 per share, plus a potential earn‑out of up to $1,000,000 and up to $1.0 million of additional funding for Lyocon. Nuburu also closed a second tranche in Orbit, bringing its stake to about 22% and securing board control to align operations with the Nuburu group. In parallel, the company executed a long‑term Network Contract with Tekne, took an initial 2.9% interest funded via a $1,740,000 Tekne convertible note at $0.25 per share, and issued a EUR 13 million shareholder loan at 4% interest that may convert into a further 25% Tekne stake, bringing Nuburu’s interest to 27.9% if fully implemented.

Nuburu, Inc. is registering up to 230 million shares of common stock for resale by YA II PN, LTD., the selling stockholder from a recent financing. These shares are tied to a $25,000,000 debenture and four warrant series that together cover 230,000,000 warrant shares with exercise prices ranging from $0.01 to $0.47 per share. Nuburu will not receive proceeds from resales, but could receive cash if the warrants are exercised, which could total about $46,925,000 before fees if all are exercised in cash.

The company completed this financing after a going‑concern qualified audit opinion and continues to report large accumulated losses. A 19.99% NYSE American “Exchange Cap” and a 4.99% beneficial ownership limit restrict how many shares can be issued to the selling stockholder without shareholder approval. Nuburu also has a $100,000,000 standby equity purchase agreement that can direct all proceeds to repaying the debenture, and warns that extensive past and potential future share issuances may significantly dilute existing holders and pressure the stock price.

Nuburu, Inc. has filed a prospectus covering the resale by YA II PN, LTD of up to 230 million shares of common stock. These shares may be issued to the selling stockholder under a December 13, 2025 Securities Purchase Agreement, in which Nuburu received a $23,250,000 capital infusion and issued a $25,000,000 debenture plus multiple warrant series. The warrants cover 80,000,000 shares at $0.01, 100,000,000 at $0.25, 25,000,000 at $0.375 and 25,000,000 at $0.47 per share.

Nuburu is not selling shares in this offering and will not receive proceeds from any resale, though it may receive cash if the warrants are exercised. The company’s common stock trades on the NYSE American under the symbol BURU, and the last quoted sale price was $0.2152 per share on December 19, 2025. Nuburu is classified as an emerging growth company and highlights that investing in its securities involves a high degree of risk.

Nuburu, Inc. entered into a material financing, issuing a $25,000,000 debenture and a large package of stock warrants to YA II PN, LTD for a $23,250,000 purchase price. The debenture’s first installment payment is due on the 91st day after issuance.

The investor received Series 1 Warrants for 80,000,000 common shares at $0.01 per share, Series 2 Warrants for 100,000,000 shares at $0.25, Series 3 Warrants for 25,000,000 shares at $0.375, and Series 4 Warrants for 25,000,000 shares at $0.47. Issuance of warrant shares above 19.99% of outstanding stock requires stockholder approval.

Net proceeds are expected to be about $21,850,000, which Nuburu plans to use for its business plans, working capital, and general corporate purposes. The company agreed to register the warrant shares for public resale and to limits on entering variable rate transactions until the debenture is fully repaid. A placement agent will receive cash fees of 5.0% of the debenture principal and 5.0% of any cash exercise proceeds from the warrants.