Nuburu, Inc. 8-K

What Happened Nuburu, Inc. announced on Feb 17, 2026 that it closed a best-efforts public offering raising approximately $11 million net of fees. The offering included 58,379,137 shares of common stock, pre‑funded warrants to purchase up to 50,711,772 shares, and common warrants to purchase up to 163,636,364 shares. Each purchaser received a common warrant equal to 150% of the shares (or pre‑funded warrants) they bought. The combined offering price was $0.11 per share plus common warrant (and $0.1099 for a pre‑funded warrant plus common warrant). In connection with the offering the company entered into a Purchase Agreement (Feb 12, 2026) with customary covenants, including 60‑day limitations on certain issuances and lock‑ups for officers and directors.

Separately, Nuburu notified investors that trading in its common stock was halted by NYSE American on Feb 13, 2026 after the price fell below the $0.10 minimum. To regain compliance, the company is effecting a 1‑for‑4.99 reverse stock split expected to be effective after market close on Feb 27, 2026, with split‑adjusted trading to begin March 2, 2026 under the same ticker (BURU) and a new CUSIP (67021W400). Share count is expected to move from ~550,701,921 to ~110,361,106 shares outstanding (no fractional shares will be issued; rounded up).

Key Details

• Offering closed Feb 17, 2026; net proceeds ≈ $11 million after placement agent fees and expenses.
• Securities issued: 58,379,137 common shares; pre‑funded warrants for up to 50,711,772 shares; common warrants for up to 163,636,364 shares. Initial common warrants immediately exercisable for up to 90,909,091 shares (first‑come, first‑serve).
• Warrant economics: common warrants exercise price $0.132 per share for first 6 months, $0.11 thereafter; pre‑funded warrants exercise price $0.0001 (immediately exercisable); placement agent warrants for up to 2,181,818 shares at $0.1375, exercisable after 6 months, expiring in 5 years.
• Placement agent compensation: cash fees up to 7.5% on proceeds ≤ $10M and 6.0% on amounts > $10M; up to $60,000 expense reimbursement.
• Beneficial‑ownership limits prevent warrant exercise if post‑exercise ownership would exceed 4.99% (common warrants) or 9.99% (pre‑funded warrants). Company agreed to 60‑day restrictions on certain issuances and officer/director 60‑day lock‑ups.

Why It Matters

• Capital: The offering provides immediate liquidity of about $11M to support Nuburu’s business plans and working capital needs. Investors should note dilution potential from a large number of warrants and pre‑funded warrants that could convert into common shares.
• Listing compliance: The reverse split is intended to address NYSE American’s $0.10 minimum trading price rule after a Feb 13 trading halt. If trading does not sustainably trade above $0.10 after resumption, the stock faces continued halts and possible delisting.
• Timing and limits: Warrants have staged exercise prices and ownership caps that affect when and how investors can convert into common stock. Placement agent warrants and fees add compensation costs tied to the offering.

Investors should review the full 8‑K and the company’s S‑1 registration materials for complete terms, and monitor post‑split trading to assess whether compliance and price stability are achieved.