Nuburu SEC Filings

Nuburu, Inc. filed Amendment No. 1 to its Form 10-K for the year ended December 31, 2025 to add full Part III disclosures on directors, executive compensation, security ownership, related-party transactions, and auditor fees, and to update the exhibit list and officer certifications.

The filing details a new board led by Executive Chairman and Co-CEO Alessandro Zamboni and Co-CEO Dario Barisoni, revised pay for executives and directors, a 2026 performance-based cash incentive plan, and significant related-party arrangements involving Tekne, Orbit, Supply@ME group entities, TAG and Vanguard. No new financial statements are included, and the amendment does not update events after the original 10-K.

Nuburu, Inc. filed a resale registration for up to 60,000,000 shares of Common Stock to permit YA II PN, LTD. (the Selling Stockholder) to resell shares issued under a Standby Equity Purchase Agreement (SEPA). The Company will not receive proceeds from resales by the Selling Stockholder; however, under the SEPA the Company may elect to sell shares to the Selling Stockholder and may receive up to $11.6 million based on the $0.20 closing price on April 20, 2026. The SEPA provides a $100 million Commitment Amount in the aggregate, is subject to an Exchange Cap and a 4.99% beneficial ownership limit for the Selling Stockholder, and requires that proceeds received under the SEPA be applied to repayment of a $25,000,000 Debenture until indefeasibly paid.

Nuburu, Inc. filed a resale registration for up to 60,000,000 shares of Common Stock to permit YA II PN, LTD. (the Selling Stockholder) to resell shares issued under a Standby Equity Purchase Agreement (SEPA). The Company will not receive proceeds from resales by the Selling Stockholder; however, under the SEPA the Company may elect to sell shares to the Selling Stockholder and may receive up to $11.6 million based on the $0.20 closing price on April 20, 2026. The SEPA provides a $100 million Commitment Amount in the aggregate, is subject to an Exchange Cap and a 4.99% beneficial ownership limit for the Selling Stockholder, and requires that proceeds received under the SEPA be applied to repayment of a $25,000,000 Debenture until indefeasibly paid.

Nuburu, Inc. director and Co‑Chief Executive Officer Alessandro Zamboni reported two acquisitions of common stock. On December 31, 2025, Vanguard Holdings S.r.l., an entity owned by him, recorded an open‑market purchase of 4,332,525 shares at $0.3453 per share, held indirectly. A footnote explains this reflects the conversion of two Company convertible promissory notes of $545,000 and $900,000, plus interest, into 21,619,298 shares before adjustment for a 1‑for‑4.99 reverse stock split.

Separately, on October 1, 2025, Zamboni was granted 1,774,000 restricted stock units, which vested on October 31, 2025. After the 2026 reverse stock split, this grant is shown in the table as 355,511 shares of common stock held directly.

Nuburu, Inc. director and Co‑Chief Executive Officer Alessandro Zamboni reported two acquisitions of common stock. On December 31, 2025, Vanguard Holdings S.r.l., an entity owned by him, recorded an open‑market purchase of 4,332,525 shares at $0.3453 per share, held indirectly. A footnote explains this reflects the conversion of two Company convertible promissory notes of $545,000 and $900,000, plus interest, into 21,619,298 shares before adjustment for a 1‑for‑4.99 reverse stock split.

Separately, on October 1, 2025, Zamboni was granted 1,774,000 restricted stock units, which vested on October 31, 2025. After the 2026 reverse stock split, this grant is shown in the table as 355,511 shares of common stock held directly.

Nuburu, Inc. director Alessandro Zamboni filed an initial ownership report on Form 3. The filing establishes his status as a director of Nuburu but does not list any stock transactions, derivative positions, or current share holdings. It serves as a baseline disclosure of his insider status with the company.

Nuburu, Inc. director Alessandro Zamboni filed an initial ownership report on Form 3. The filing establishes his status as a director of Nuburu but does not list any stock transactions, derivative positions, or current share holdings. It serves as a baseline disclosure of his insider status with the company.

Nuburu, Inc. reports a major strategic shift from industrial blue lasers to a dual-use defense, security, and critical‑infrastructure platform, while facing significant financial pressure. The company recorded a $79.1 million net loss in 2025 and an accumulated deficit of $200.5 million, and its auditors raised substantial doubt about its ability to continue as a going concern.

Management’s 2025 Transformation Plan centers on software‑orchestrated defense and resilience solutions, supported by acquisitions and investments including Lyocon (laser engineering), Orbit (operational resilience software), Tekne (defense vehicles and networks), SYME (inventory monetization fintech), Maddox (mobile additive manufacturing JV) and an H&K firearms stake. These deals are largely funded with convertible notes and receivables, increasing leverage and execution risk at a time when Nuburu has limited cash, a very small employee base, discontinued U.S. manufacturing, and must still regain NYSE American listing compliance and secure additional capital.

Nuburu, Inc. reports a major strategic shift from industrial blue lasers to a dual-use defense, security, and critical‑infrastructure platform, while facing significant financial pressure. The company recorded a $79.1 million net loss in 2025 and an accumulated deficit of $200.5 million, and its auditors raised substantial doubt about its ability to continue as a going concern.

Management’s 2025 Transformation Plan centers on software‑orchestrated defense and resilience solutions, supported by acquisitions and investments including Lyocon (laser engineering), Orbit (operational resilience software), Tekne (defense vehicles and networks), SYME (inventory monetization fintech), Maddox (mobile additive manufacturing JV) and an H&K firearms stake. These deals are largely funded with convertible notes and receivables, increasing leverage and execution risk at a time when Nuburu has limited cash, a very small employee base, discontinued U.S. manufacturing, and must still regain NYSE American listing compliance and secure additional capital.

Nuburu, Inc. filed an amended report describing a bond investment with an affiliate of its executive chairman. On March 12, 2026, the company agreed to subscribe to initial bonds issued by Supply@ME Stock Company 3 S. (“SYME 3”) with a nominal value of EUR 5.25 million, maturing in March 2029.

The subscription price of EUR 5.25 million will be settled by offsetting EUR 4,824,294 of prior inventory advances Nuburu paid to SYME 3. The bonds fund inventory for Tekne S.p.A., are secured by Tekne inventory and related receivables, and accrue interest at three‑month Euribor plus 7.5% per annum, capped at 12%, with quarterly payments and various early redemption options.

Nuburu, Inc. filed an amended report describing a bond investment with an affiliate of its executive chairman. On March 12, 2026, the company agreed to subscribe to initial bonds issued by Supply@ME Stock Company 3 S. (“SYME 3”) with a nominal value of EUR 5.25 million, maturing in March 2029.

The subscription price of EUR 5.25 million will be settled by offsetting EUR 4,824,294 of prior inventory advances Nuburu paid to SYME 3. The bonds fund inventory for Tekne S.p.A., are secured by Tekne inventory and related receivables, and accrue interest at three‑month Euribor plus 7.5% per annum, capped at 12%, with quarterly payments and various early redemption options.

Nuburu Inc: Amendment No. 1 to a Schedule 13G/A states that The Vanguard Group reports beneficial ownership of 0 shares of Common Stock as of 03/13/2026. The filing explains an internal realignment effective January 12, 2026 and cites SEC Release No. 34-39538 for disaggregated reporting by Vanguard subsidiaries. The form is signed by Ashley Grim on 03/26/2026.

Nuburu Inc: Amendment No. 1 to a Schedule 13G/A states that The Vanguard Group reports beneficial ownership of 0 shares of Common Stock as of 03/13/2026. The filing explains an internal realignment effective January 12, 2026 and cites SEC Release No. 34-39538 for disaggregated reporting by Vanguard subsidiaries. The form is signed by Ashley Grim on 03/26/2026.

Nuburu, Inc. reported that its board approved new compensation decisions for its co-chief executive officers and independent directors, effective in 2025 and 2026. For 2025, co-CEOs Alessandro Zamboni and Dario Barisoni each earned an annual performance bonus equal to 100% of their respective base salaries, with Mr. Barisoni receiving $110,000 and Mr. Zamboni $380,000. Each co-CEO also received a one-time transition bonus of $90,000 related to the implementation of the co-CEO leadership model.

The board granted Mr. Barisoni a separate one-time special award of $330,000 for work on a transformational acquisition, operational restoration, risk reduction, turnaround progress, and listing compliance efforts, and granted Mr. Zamboni a $60,000 one-time special award for capital raising and liquidity stabilization. Beginning January 1, 2026, annual base salaries for each co-CEO were set at $600,000, and a 2026 annual incentive plan was adopted.

For non-employee directors Matteo Ricchebuono and Shawn Taylor, the board approved 2026 cash compensation including a $50,000 board retainer plus committee fees, a $45,000 one-time 2025 service bonus, and a $25,000 additional 2026 retainer to reflect expected turnaround and governance workload, payable quarterly and ending upon full executive management restoration or December 31, 2026, whichever comes first.

Nuburu, Inc. reported that its board approved new compensation decisions for its co-chief executive officers and independent directors, effective in 2025 and 2026. For 2025, co-CEOs Alessandro Zamboni and Dario Barisoni each earned an annual performance bonus equal to 100% of their respective base salaries, with Mr. Barisoni receiving $110,000 and Mr. Zamboni $380,000. Each co-CEO also received a one-time transition bonus of $90,000 related to the implementation of the co-CEO leadership model.

The board granted Mr. Barisoni a separate one-time special award of $330,000 for work on a transformational acquisition, operational restoration, risk reduction, turnaround progress, and listing compliance efforts, and granted Mr. Zamboni a $60,000 one-time special award for capital raising and liquidity stabilization. Beginning January 1, 2026, annual base salaries for each co-CEO were set at $600,000, and a 2026 annual incentive plan was adopted.

For non-employee directors Matteo Ricchebuono and Shawn Taylor, the board approved 2026 cash compensation including a $50,000 board retainer plus committee fees, a $45,000 one-time 2025 service bonus, and a $25,000 additional 2026 retainer to reflect expected turnaround and governance workload, payable quarterly and ending upon full executive management restoration or December 31, 2026, whichever comes first.

Nuburu, Inc., through its wholly owned subsidiary Nuburu Defense, LLC, entered into an International Cooperation Agreement with Tekne S.p.A. and Engineering Bureau Beryl LLC on March 3, 2026 to support deployment in Ukraine of Tekne’s Graelion-based “Tekne Graelion” vehicle.

The agreement sets a framework for qualification, deployment and industrial scaling of the product in Ukraine, includes a two-year exclusivity period for Beryl and Tekne in that market, and calls for a joint representative office in Kyiv. Nuburu Defense may provide capital, advance payments and procurement support, while Nuburu Defense and Tekne will jointly determine transaction economics and profitability thresholds.

Nuburu, Inc., through its wholly owned subsidiary Nuburu Defense, LLC, entered into an International Cooperation Agreement with Tekne S.p.A. and Engineering Bureau Beryl LLC on March 3, 2026 to support deployment in Ukraine of Tekne’s Graelion-based “Tekne Graelion” vehicle.

The agreement sets a framework for qualification, deployment and industrial scaling of the product in Ukraine, includes a two-year exclusivity period for Beryl and Tekne in that market, and calls for a joint representative office in Kyiv. Nuburu Defense may provide capital, advance payments and procurement support, while Nuburu Defense and Tekne will jointly determine transaction economics and profitability thresholds.