Nuburu, Inc. Completes $35.6M Securities Offering; Receives NYSE Delisting Notice

What Happened

• Nuburu, Inc. announced on July 21, 2026 (filing date) that it closed a best-efforts public offering on July 17, 2026 and, on the same day, received a delisting letter from NYSE American after its common stock traded below $0.10. The Offering raised net proceeds of approximately $35.6 million and included common shares, pre-funded warrants, Series B preferred shares, and registered conversion shares. The Company says it will request a review of the NYSE American delisting decision and intends to implement a reverse stock split (stockholder approval already obtained) to seek compliance.

Key Details

• Offering components and pricing: 117,365,368 common shares; pre-funded warrants for up to 127,007,616 common shares; 733,853 shares of Series B Preferred; and 205,627,016 registered conversion shares. Combined offering price per share unit: $0.1555 (shares) and $0.1554 (pre-funded warrants).
• Proceeds and planned uses: net proceeds ~ $35.6M to (i) satisfy Italian Golden Power financial-assurance requirements and support the proposed 70% acquisition of Tekne S.p.A. (subject to clearance), (ii) redeem ~$15.5M remaining principal on a December 2025 debenture and pay $1.25M of convertible notes tied to Lyocon acquisition, (iii) pause use of the company’s equity line for at least 90 days and eliminate recurring debenture amortization pressure, and (iv) support acquisition and working capital for its Defense & Security platform.
• Security terms and protections: Pre-funded warrants exercisable at $0.0001 per share (cashless exercise allowed) with a 9.99% beneficial ownership cap; Series B Preferred convertible beginning 45 days after issuance (stated value $100/share divided by the lower of two prior closing bid prices) and subject to mandatory conversion conditions; officers/directors and >10% holders agreed to 60-day lock-ups.
• Placement agent fees and warrants: Joseph Gunnar & Co., LLC received a 6.25% cash fee plus up to $25,000 expenses and was issued warrants to buy up to 7,331,190 shares at $0.194375 per share (expires July 15, 2029; exercisable after six months).
• Regulatory steps: Registration Statement (Form S-1 filed July 13, 2026) was declared effective July 15, 2026; the Company agreed to file registration statements covering resale of conversion and agent warrant shares.

Why It Matters

• Dilution and share count: The offering and the convertible/pre-funded instruments could significantly increase the outstanding share count if exercised or converted, affecting existing shareholders’ ownership percentages and potentially market supply of shares.
• Capital and obligations: The proceeds address near-term financing needs (debt redemption and regulatory conditions for the Tekne deal), which may reduce immediate liquidity pressure and near-term equity issuance from the debenture amortization and equity line.
• Listing and liquidity risk: The NYSE American delisting notice poses a material risk to trading liquidity and marketability of the stock; the company plans to appeal and implement a reverse split to regain compliance, but outcomes and timing are uncertain.
• What to watch next: results of the NYSE American review, timing and ratio of any approved reverse stock split, effectiveness of registration statements, exercise/conversion activity on the Series B Preferred and pre-funded warrants, and updates on the Tekne acquisition and Golden Power clearance.