Nuburu SEC Filings

Nuburu, Inc. entered into a binding term sheet to acquire all ownership interests in Lyocon S.r.l., an Italian laser-engineering and photonics company. Nuburu plans to pay the sellers a minimum of $1.5 million and up to $3 million in total consideration, including $500,000 in cash at closing and $1,500,000 through a six‑month convertible promissory note that may be settled in Nuburu common stock or cash under specified conditions. The total consideration can be adjusted based on due diligence but cannot go below $1,500,000, and there is an additional potential earnout of up to $1,000,000 over five years if certain milestones are met.

Nuburu also plans to finance $1,000,000 for Lyocon’s ongoing operations over roughly two years and expects to close the deal on or before December 31, 2025, subject to due diligence and definitive agreements. Lyocon would operate as a Nuburu subsidiary with a three‑member board, and the current owners, Paola Zanzola and Alessandro Sala, would stay involved as managers and technical consultants with potential equity incentives.

Nuburu, Inc. (BURU) filed its Q3 2025 report, highlighting continued losses and liquidity strain. The company reported a net loss of $22.4 million for the quarter and a loss from operations of $2.62 million, with no revenue recognized. Cash and cash equivalents were $5.94 million, while total liabilities rose to $67.0 million, contributing to a stockholders’ deficit of $53.9 million.

Management disclosed “substantial doubt” about the company’s ability to continue as a going concern. Earlier in 2025, Nuburu wrote down inventory, property and equipment, and its lease right‑of‑use asset to zero after losing access to its facility, and recorded large non‑operating charges, including losses tied to warrants, notes, and a SEPA. The company received an NYSE American notice of noncompliance but has an accepted plan period through October 29, 2026; shares continue trading with a “.BC” designation. As of November 10, 2025, common shares outstanding were 433,644,251.

Nuburu, Inc. (BURU): Schedule 13G/A (Amendment No. 3) — Esousa Group Holdings LLC and Michael Wachs reported beneficial ownership of 136,688,092 Nuburu common shares, representing 9.9% of the class as of 09/30/2025. The filing is certified as passive, stating the securities were not acquired to change or influence control.

The reported amount consists of 19,986,000 common shares, plus shares underlying warrants: 11,660,075 from prefunded warrants and 105,042,017 from common stock purchase warrants, all issued in September 2025. Both warrant types include a 9.9% Beneficial Ownership Maximum, which limits issuances or exercises that would push ownership above that level; as of the event date, this cap prevented exercise of the warrants.

Nuburu, Inc. entered a material definitive agreement for its subsidiary, Nuburu Defense, to acquire all ownership interests in Orbit S.r.l. and to invest up to $5.0 million of equity into Orbit for working and growth capital. The aggregate purchase price is $12.5 million, comprising $3.75 million in cash and $8.75 million in securities, to be completed in tranches, with the final acquisition tranche by December 31, 2026 and the final equity infusion tranche by October 7, 2028.

Because Orbit is wholly owned by Alessandro Zamboni (the Company’s Executive Chairman and Co‑CEO) through Vanguard Holdings, the deal is a related party transaction and was reviewed and approved by independent directors. An advance payment of $3.75 million has been satisfied via a $1.35 million credit offset and $2.4 million paid in four $600,000 tranches. The $8.75 million non‑cash portion is planned as preferred shares with 5:1 voting relative to common, anti‑dilution protections, and 1:1 convertibility, subject to stockholder and NYSE American approvals. Nuburu also secured a 36‑month exclusive right to market Orbit’s platform to the security sector globally. A stockholders’ meeting to seek approval of the preferred issuance is targeted by July 31, 2026.

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.

NUBURU, INC. filed a new S-1 under Rule 462(b) to register additional securities for its ongoing reasonable best efforts public offering. This filing increases the maximum aggregate offering price by $3,605,041, consisting of common warrants to purchase up to $3,605,041 worth of the company’s common stock. The additional securities are of the same classes as those in the prior S-1 (File No. 333-290147) and represent no more than 20% of the maximum aggregate offering price previously set forth. The company also certifies that it will wire the related SEC filing fee and has sufficient funds to cover it.