S-1/A: Nuburu Files Amended S-1 for $100M Equity Facility Amidst Deepening Losses and Strategic Overhaul

Nuburu, Inc. files an amended S-1 registration statement to register the resale of up to 20 million common shares by YA II PN, LTD. under a $100 million Standby Equity Purchase Agreement, while detailing significant financial losses, strategic acquisitions, and ongoing liquidity challenges.

Summary

• The filing is Amendment No. 2 to Form S-1, dated July 16, 2025, by Nuburu, Inc., a Delaware corporation.
• It relates to the resale of up to 20 million shares of common stock by YA II PN, LTD. (Selling Stockholder) pursuant to a Standby Equity Purchase Agreement (SEPA) dated May 30, 2025, for up to $100 million.
• Nuburu will not receive proceeds from the Selling Stockholder's resale, but may receive up to $97 million aggregate gross proceeds from direct sales to the Selling Stockholder under the SEPA.
• The company reported a net loss of $34,515,754 for the year ended December 31, 2024, and $16,611,425 for the three months ended March 31, 2025.
• Accumulated deficit reached $138,019,980 as of March 31, 2025.
• Revenue significantly decreased to $152,127 for 2024 (from $2,085,532 in 2023) and was nil for Q1 2025 (from $93,549 in Q1 2024).
• Nuburu received a Notice of Noncompliance from NYSE American on April 29, 2025, for not maintaining $2.0 million stockholders' equity and submitted a plan to regain compliance by October 29, 2026.
• The company's patent portfolio was foreclosed upon by senior secured lenders in Q1 2025, extinguishing $8,961,872 of junior and senior secured notes.
• Nuburu is discontinuing manufacturing and focusing on licensing and joint development of intellectual property, along with outsourced production.
• A 'Transformation Plan' is underway to diversify assets through strategic acquisitions, including a 20% ownership interest in TCEI (defense-tech and SaaS) for $1.5 million cash and $23.5 million in notes, with plans for a controlling interest.
• The company entered into a convertible facility of up to $5.15 million with Supply@ME Capital Plc (SYME), a fintech platform, expecting a controlling interest upon conversion.
• Nuburu defaulted on its office lease, resulting in a $409,278 default judgment in April 2025 and the impairment of all inventory, property, and equipment at that location to zero value.
• The Preferred Stock became mandatorily redeemable on January 31, 2025, for $23,889,050, but the company does not have legally available funds to pay this amount.
• Various new convertible notes and promissory notes were issued in May and June 2025 to Agile Capital Funding, 1800 Diagonal Lending, Boot Capital, Brick Lane Capital Management, Bomore Opportunity Group, and Torcross Capital for capital infusions and debt extinguishment.
• Stockholders approved the issuance of shares pursuant to the SEPA in excess of the 19.99% Exchange Cap and the conversion of the TAG Promissory Note and Working Capital Loan (from the Executive Chairman) into common stock on July 9, 2025.
• The Common Stock is traded on the NYSE American under the symbol BURU, with a last quoted price of $0.3250 per share on July 10, 2025.

Sentiment

Score: 2

Explanation: The company is in severe financial distress, marked by recurring significant losses, negative cash flow, a substantial accumulated deficit, and non-compliance with NYSE listing standards. The foreclosure of its core patent portfolio represents a fundamental shift and loss of key assets. While new financing agreements and a 'Transformation Plan' are in place, these are largely debt-based or involve significant dilution, and the company explicitly states 'substantial doubt about the Company's ability to continue as a going concern.' The overall outlook is highly precarious.

Positives

• Secured a Standby Equity Purchase Agreement (SEPA) for up to $100 million, providing a potential source of future capital.
• Eliminated all long-term, secured indebtedness ($8,961,872) through the foreclosure sale of its patent portfolio, reducing debt burden.
• Stockholders approved the issuance of shares under the SEPA in excess of the 19.99% Exchange Cap, facilitating larger potential capital raises.
• Initiated a 'Transformation Plan' to diversify its asset base into defense-tech, security, and operational resilience, potentially opening new revenue streams.
• Entered into strategic acquisitions (TCEI) and investments (SYME) to expand its business scope.
• Re-commenced trading on NYSE American on August 2, 2024, after a temporary delisting, maintaining its public listing.

Negatives

• Reported significant net losses of $34,515,754 for 2024 and $16,611,425 for Q1 2025, indicating ongoing unprofitability.
• Accumulated deficit increased to $138,019,980 as of March 31, 2025, highlighting substantial historical losses.
• Received a NYSE American Notice of Noncompliance on April 29, 2025, for failing to maintain $2.0 million in stockholders' equity, raising delisting concerns.
• Revenue declined drastically to $152,127 in 2024 and was nil in Q1 2025, reflecting a severe downturn in core operations.
• The company's core patent portfolio was foreclosed upon by secured lenders, fundamentally altering its original laser business model.
• Defaulted on its office lease, resulting in a $409,278 default judgment and the impairment of all inventory, property, and equipment at that location to zero value.
• Experienced employee furloughs and resignations in 2024 due to lack of funding, impacting operations and personnel stability.
• Preferred Stock became mandatorily redeemable on January 31, 2025, for $23,889,050, but the company lacks legally available funds for redemption.
• High effective interest rates on some convertible notes, such as the August 2024 Convertible Notes at 180.2%, indicate costly financing.
• Facing legal proceedings for alleged failure to pay amounts due, including $86,826 to CFGI, $197,899 to FICTIV (settled), and $409,278 to the Landlord.
• Dispute with J.H. Darbie over $500,000 in advisory fees and a Finders Fee obligation, with the company intending to defend its position.

Risks

• It is not possible to predict the actual number of shares sold under the SEPA or the actual gross proceeds, leading to uncertainty in future funding.
• Investors who buy shares at different times will likely pay different prices and may experience substantial dilution due to variable pricing under the SEPA.
• Future resales and/or issuances of common stock, including those under this prospectus, may cause the market price of shares to drop significantly and dilute existing stockholders.
• Proceeds from SEPA sales may be used in ways that do not increase operating results or enhance common stock value.
• Sales of a substantial number of securities by existing securityholders could depress the market price of common stock.
• The company is an early-stage entity with a history of losses and may not achieve profitability in the future.
• Additional capital is required to finance operations and implement the business plan; inability to raise such capital could materially adversely affect financial obligations and growth.
• A rapid succession of strategic acquisitions, investments, and procurement arrangements may adversely affect day-to-day operations, cash flows, and financial condition.
• Growth objectives require substantial capital that may be unobtainable or obtained under unfavorable terms.
• Difficulty managing business growth could adversely affect financial condition and results of operations.
• Challenges in integrating acquired assets and realizing expected benefits from acquisitions.
• Potential antitrust and other legal challenges related to business acquisitions.
• Limited operating history makes evaluating the business, risks, and future prospects difficult.
• Lengthy sales and installation cycles for products may lead to significant expenses without offsetting revenues.
• Failure to meet customer price expectations could negatively impact demand for products.
• Reliance on government entities for a portion of revenue exposes the company to risks from changes in contracting or fiscal policies.
• High dependence on key executives; inability to attract and retain qualified personnel could hinder growth.
• Product launch expectations are based on assumptions that, if incorrect, could materially adversely affect operating results.
• Significant research and development expenses for new products could increase losses and negatively impact profitability.
• Insurance coverage may not adequately protect the company from harm or losses.
• No assurance that the company will be able to execute on its business model.
• Expanding international operations subjects the company to various risks, including cultural, legal, compliance, currency fluctuations, and trade restrictions.
• Potential customers may be hesitant to invest in novel technologies or switch from existing solutions.
• The market is characterized by rapid technological changes, requiring significant R&D investment; failure to adapt could harm business.
• Changes in laws or regulations, or non-compliance, may adversely affect business and results of operations.
• Litigation, regulatory actions, and compliance issues could result in significant fines, penalties, and negative publicity.
• Laws and regulations related to privacy, information security, and data protection could increase costs and affect business opportunities.
• Compliance with export controls and trade and economic sanctions laws could negatively affect business.
• Potential liability for environmental damages resulting from operations.
• Inability to protect, defend, maintain, or enforce intellectual property rights, especially after the patent portfolio foreclosure, could allow competitors to offer similar products.
• Risk of third-party claims of intellectual property infringement, misappropriation, or other violations.
• Inability to protect intellectual property rights globally.
• Claims that the company or its employees have misappropriated third-party intellectual property or breached non-competition agreements.
• Failure to protect the confidentiality of proprietary information could harm business and competitive position.
• Cyber-attacks and other disruptions could adversely affect business, harm reputation, and expose the company to liability.
• Natural disasters, epidemic outbreaks, terrorist acts, and political events could disrupt business operations.
• The NYSE American Notice of Noncompliance and potential delisting could limit investor transactions and subject the company to additional trading restrictions.
• Material weaknesses in internal control over financial reporting and past financial statement restatements could adversely affect investor confidence.
• Being an emerging growth company may make common stock less attractive to investors due to reduced disclosure requirements.
• Management has limited experience operating a public company, potentially affecting regulatory compliance and oversight.
• Quarterly results and key metrics are likely to fluctuate significantly and may not fully reflect underlying business performance.
• The mandatory redemption of Preferred Stock may require significant cash and result in adverse tax consequences, and the company currently lacks funds for this.
• The company's stock price is likely to be volatile, and investors could lose all or part of their investment.
• Lack of research or reports from securities analysts, or downgrades, could cause stock price and trading volume to decline.
• Anti-takeover provisions in Governing Documents could delay or prevent a change of control.
• Anti-dilution protection in outstanding convertible notes, preferred stock, and warrants may cause significant dilution to stockholders.
• The company may redeem unexpired Public Warrants prior to their exercise, potentially making them worthless.
• Common Stock is subordinated to Preferred Stock in liquidation rights.
• No current plans to pay cash dividends on common or preferred stock for the foreseeable future.

Future Outlook

The company expects to incur net losses for the foreseeable future and plans to finance its operations through public or private equity offerings, debt financings, joint ventures, partnerships, collaborations, and licensing arrangements. Its 'Transformation Plan' aims to diversify its asset base by investing in other businesses with potential synergies, focusing its laser business on licensing and joint development, particularly in the defense industry. Future research and development will be coordinated through partnerships and key subsidiaries, and sales and marketing programs will be adapted to align with the new strategy and acquisitions. The company anticipates needing to recruit and retain additional management, human resources, accounting, finance, technical, engineering, and sales personnel to support its growth objectives. It also plans to continue acquiring controlling interests in strategic targets, with the goal of returning value to stockholders through distributions and eventual sale or spin-off of these subsidiaries.

Management Comments

• "We are aggressively pursuing our growth strategy through a series of acquisitions, investments and procurement arrangements."
• "We are adjusting our laser business to focus on licensing and joint development within specific verticals."
• "We anticipate coordinating future research and development through our partnerships and key subsidiaries."
• "We anticipate significant changes to our sales and marketing programs in the future to align with our licensing and joint development strategy, along with our onboarding of key acquisitions."
• "We believe that, upon consummation of certain of the transactions that it has recently announced, it will be able to regain compliance [with NYSE American listing standards]."
• "The Company believes that our success and our ability to reach our strategic objectives are highly dependent on our ability to recruit and retain key management, technical, engineering, production and sales personnel."

Industry Context

Nuburu historically operated in the high-power, high-brightness blue laser technology industry, facing significant price and technological competition from established players like Coherent, nLight, IPG Photonics, and Trumpf, as well as development-stage competitors. Its blue industrial laser offered advantages in efficiency, speed, and quality for applications like welding and 3D printing. However, following the foreclosure of its patent portfolio, the company is undergoing a significant strategic shift, diversifying its asset base into defense-tech (specializing in vehicles and electronic devices for defense/security) and operational resilience SaaS solutions. This indicates a move away from its original core laser manufacturing business towards a broader, more diversified technology and services portfolio, potentially seeking new market opportunities and revenue streams outside its traditional competitive landscape.

Management Changes

Corporate Governance

Legal Proceedings

• CFGI, LLC is seeking a total judgment of $86,826 through the Superior Court of the Commonwealth of Massachusetts for alleged failure to pay amounts due.
• FICTIV, Inc. obtained a default judgment of $197,899 through the Superior Court of California on January 30, 2025, which was subsequently settled by the company.
• Centennial Tech Industrial Owner, LLC (Landlord) obtained a default judgment of $409,278 through the Arapahoe County Colorado District Court in April 2025 due to the company's lease default.
• J.H. Darbie initiated a legal claim regarding advisory fees of $500,000 and a Finders Fee obligation; the company intends to vigorously defend its position that advisory fees were never provided.

Related Party Transactions

• **Legacy Nuburu Financings (prior to Business Combination):**
• Company Notes were issued to W-G Investments LLC ($1,000,000), David Seldin ($1,000,000), Ron Nicol ($1,000,000), CST Global LLC ($200,000), Curtis N Maas Revocable Trust ($150,000), and Ake Almgren ($100,000).
• Investors Rights Agreement, Right of First Refusal Agreement, and Voting Agreement involved Anzu Holders (including David Seldin) and Thomas J. Wilson (affiliated with W-G Investments LLC).
• A Services Agreement with Anzu Partners (affiliated with David Seldin and David Michael) involved a $500,000 payment and a warrant for 500,000 Preferred Stock shares.
• **Company Financing (after Business Combination):**
• Senior Convertible Notes were issued to Wilson-Garling 2023 Family Trust ($5,000,000), David Seldin ($1,200,000), Eunomia, LP ($1,000,000), CST Global LLC ($100,000), and Curtis N Maas Revocable Trust ($100,000).
• Junior Notes were issued to David Seldin ($1,100,000), Eunomia, LP ($1,100,000), and CST Global LLC ($220,000).
• Ron Nicol (former Executive Chairman) paid director and officer insurance premiums of approximately $1.5 million on behalf of the company, which the company is obligated to repay.
• A TAG Promissory Note in the principal amount of $545,000 was issued to The AvantGarde Group (TAG), founded and owned by Executive Chairman Alessandro Zamboni.
• Executive Chairman Alessandro Zamboni loaned $900,000 back to the company for working capital purposes from proceeds he received in connection with the TCEI acquisition.
• Stockholders approved the conversion of the TAG Note and the Working Capital Loan into common stock on July 9, 2025.
• The TCEI Acquisition involves a controlling interest in a SaaS target entity owned by Executive Chairperson Alessandro Zamboni, making the proposed investment a related party transaction.
• The SYME Strategic Investment involves Supply@ME Capital Plc (SYME), where Executive Chairman Alessandro Zamboni is the founder and current Chief Executive Officer, making the proposed investment a related party transaction.

Stakeholder Impact

• **Shareholders:** Face significant dilution risk from current and future equity issuances (SEPA, convertible notes, warrants). The stock price is highly volatile, and there is a risk of losing all or part of their investment. No cash dividends are planned for the foreseeable future. Common stock is subordinated to Preferred Stock in liquidation rights.
• **Employees:** Experienced furloughs and resignations due to lack of funding, indicating instability. The company needs to recruit and retain key personnel for its new strategic direction.
• **Customers:** May experience uncertainty regarding product availability and support due to the discontinuation of manufacturing operations and the strategic shift away from the original laser business model.
• **Suppliers/Creditors:** The company is in default on its lease and facing legal actions for unpaid amounts, indicating high risk for current and potential creditors.
• **Preferred Stockholders:** The Preferred Stock is mandatorily redeemable for $23,889,050, but the company lacks legally available funds for this redemption, creating significant uncertainty and potential losses for these holders.

Next Steps

• Regain compliance with NYSE American listing standards by the compliance deadline of October 29, 2026.
• Implement the 'Transformation Plan' to diversify assets and expand business through strategic acquisitions.
• Pursue a lease for a replacement facility more appropriate for the new business strategy.
• Coordinate future research and development through partnerships and key subsidiaries.
• Adapt sales and marketing programs to align with the new licensing and joint development strategy and key acquisitions.
• Recruit and retain additional management, human resources, accounting, finance, technical, engineering, and sales personnel.
• Complete the second stage of the TCEI acquisition, which requires both stockholder and regulatory approval.
• Obtain necessary approvals (SYME stockholders, Financial Conduct Authority, Panel on Takeovers and Mergers) for the SYME strategic investment.
• Finalize disclosures for new accounting standards (ASU 2023-09 and ASU 2024-03).
• Defend against the legal claim initiated by J.H. Darbie regarding advisory fees and Finders Fee obligation.

Key Dates

Recommendation

Keywords

NUBURU, S-1/A, SEC filing, Standby Equity Purchase Agreement, SEPA, common stock, convertible notes, warrants, NYSE American, delisting risk, financial losses, accumulated deficit, liquidity, capital raise, strategic acquisitions, defense-tech, SaaS, inventory monetization, intellectual property, patent foreclosure, related party transactions, corporate governance, risk factors, emerging growth company, smaller reporting company, financial reporting, internal controls, dilution