Nuburu, Inc.

Nuburu, Inc. has filed an amendment to its Form 8-K, solely to correct a scrivener's error in the CUSIP number following its previously announced 1-for-40 reverse stock split. The correct CUSIP number is now stated as 67021W509. No other information in the original filing has been altered.

Nuburu, Inc. has completed a 1-for-40 reverse stock split, effective September 1, 2026, to meet NYSE American's minimum trading price requirements. The company anticipates trading on a split-adjusted basis on the OTC Market starting September 2, 2026. This action is intended to address the trading suspension and delisting proceedings initiated by NYSE American due to the stock's low trading price. The reverse split will reduce the number of outstanding shares significantly and will temporarily alter the trading symbol to 'BURUD'. The company acknowledges uncertainty regarding the success of its appeal to avoid delisting and the potential negative impacts of continued trading on the OTC Market.

Nuburu, Inc. announced the closing of a best efforts public offering, raising approximately $38.0 million in gross proceeds. The company expects net proceeds of about $35.6 million, which will be used to fund the proposed acquisition of Tekne S.p.A., redeem outstanding debentures, and support its Defense & Security platform. Concurrently, Nuburu received a delisting notice from NYSE American due to its stock trading below $0.10 and plans to appeal this decision and implement a reverse stock split to regain compliance.

Nuburu, Inc. and its subsidiary Nuburu Defense, LLC, entered into an Investment Agreement with Tekne S.p.A. and its shareholders to acquire a 70% equity interest in Tekne. The transaction involves an initial 2.9% interest already obtained, further financial contributions totaling €17,692,000 as a convertible receivable, and an agreement for up to $12,000,000 in additional funding. Nuburu Defense will pay a subscription price of €29,692,000 for a 57.1% stake and purchase an additional 10% from shareholders for €5,200,000 cash, plus an earn-out up to €29,692,000 based on future revenues. The acquisition is contingent upon approval from the Italian government under the Golden Power Regulations by September 30, 2026.

Nuburu reported a significantly reduced net loss of $0.46 million for Q1 2026, a substantial improvement from a $16.61 million loss in Q1 2025. The company's stockholders' equity turned positive to $2.17 million, up from a deficit of $15.18 million at year-end 2025. This quarter reflects the impact of a new business plan adopted in January 2025, focusing on defense and security, and strategic acquisitions. Despite these improvements, the company still faces a going concern doubt and ongoing NYSE non-compliance notices.

Nuburu received a second notice of noncompliance from NYSE American on May 12, 2026, for failing to maintain required stockholders' equity, reporting a deficit of approximately $15.2 million as of December 31, 2025. This follows a previous notice in April 2025, for which a compliance plan was accepted through October 2026. To address liabilities and regain compliance, the company entered an exchange agreement with Indigo Capital LP on May 11, 2026, to exchange Series A Preferred Stock for pre-funded warrants convertible into common stock.

Nuburu, Inc. filed an amended 10-K/A to include previously omitted Part III information, covering corporate governance, executive compensation, and security ownership. The amendment provides details on the Board of Directors, executive officers, and their compensation for 2025, including a 2026 base salary increase to $600,000 for Co-CEOs. The filing also disclosed delinquent Section 16(a) reports for several directors and executive officers.

Nuburu, Inc. filed an amended Form 10-K/A to incorporate previously omitted Part III information for the fiscal year ended December 31, 2025. This amendment details the company's directors, executive officers, corporate governance practices, executive and director compensation, and security ownership. Key updates include the 2026 compensation structure for Co-CEOs and directors, and the disclosure of several late Section 16(a) filings by company insiders.