NUBURU, Inc. Completes First Tranche of Preferred Equity Restructuring, Significantly Simplifying Capital Structure and Reducing Legacy Liabilities
NUBURU, Inc. (NYSE American: BURU), a leading developer of high-performance blue laser technology and an emerging platform in defense and security technologies, today announced the successful completion of the first tranche of a preferred equity restructuring initiative. This strategic transaction is a key step in simplifying the company’s capital structure while reducing long-standing balance-sheet overhang, supporting continued operational flexibility and positioning NUBURU for future growth.
The first tranche of this restructuring effectively eliminates approximately $8.4 million in Series A Convertible Preferred Stock liabilities, corresponding to roughly 844,938 shares of Series A Preferred Stock. This milestone represents nearly 40% of the Company’s outstanding Series A Preferred liabilities. Importantly, the transaction was completed without any cash redemption, preserving liquidity while materially reducing the weight of legacy obligations on the balance sheet.
Transaction Overview: First Tranche
The restructuring involved a third-party investor acquiring 844,938 shares of NUBURU’s Series A Convertible Preferred Stock from an existing preferred stockholder. These shares were then exchanged with NUBURU for pre-funded common stock purchase warrants carrying a nominal exercise price. The exchange was executed under the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, eliminating the need for registration.
This structure allowed the company to convert a portion of its preferred stock liabilities into equity-classified instruments. By doing so, NUBURU significantly reduced preferred stock overhang while preserving cash and operational liquidity. The transaction provides a cleaner balance sheet and enhances the company’s financial flexibility as it continues to advance its growth strategy in high-performance laser applications and defense-related technologies.
Prior to this exchange, the accounting treatment for the Series A Convertible Preferred Stock was disclosed in the company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025, and in other filings submitted to the U.S. Securities and Exchange Commission. By converting a portion of these preferred stock obligations into equity-classified instruments, the company has taken an important step toward simplifying its reporting structure and improving transparency for investors.
Potential for Additional Tranche
Following the successful completion of the first tranche, NUBURU has indicated that it currently aims to pursue an additional restructuring transaction. This potential next step would involve approximately 450,000 shares of Series A Convertible Preferred Stock.
Completion of any further tranche would be contingent on reaching mutual agreement with the investor and satisfying applicable regulatory and contractual conditions. While management is optimistic about the benefits of this additional restructuring, the company cautions that there can be no guarantee that such a transaction will occur. Nonetheless, any successful subsequent tranche would continue the process of capital structure simplification and further enhance balance-sheet flexibility.
Strategic Context and Balance Sheet Simplification
The first-tranche restructuring is part of a broader strategic effort by NUBURU to address historical complexities in its capital structure while maintaining sufficient liquidity for ongoing operations and growth initiatives. During 2025, the company undertook multiple balance-sheet optimization actions, including negotiated settlements of certain legacy accounts payable. Collectively, these initiatives reflect management’s commitment to ensuring that financial resources are deployed effectively while reducing the operational and reporting burden associated with legacy obligations.
Simplifying the balance sheet offers multiple benefits for NUBURU. First, it reduces financial overhang and enhances clarity in investor reporting. Second, it strengthens the company’s financial position by improving liquidity and providing greater flexibility to allocate capital toward growth initiatives, strategic acquisitions, and continued research and development. Finally, it positions the company to respond more effectively to market opportunities, including partnerships and collaborations in defense, security, and other high-tech sectors.
Focus on Growth in High-Performance Laser Technology
NUBURU has built a reputation as a leading innovator in high-performance blue laser technology, delivering solutions for industrial, commercial, and defense applications. The company’s lasers are recognized for their precision, efficiency, and versatility, enabling advanced material processing and contributing to next-generation manufacturing processes.
In parallel with its financial restructuring, NUBURU continues to pursue opportunities to expand its technology portfolio and market presence. The company evaluates strategic initiatives and acquisitions across defense, security, and critical-infrastructure-related technologies. These efforts are designed to complement its core capabilities in laser technology while creating new avenues for growth in sectors that rely on advanced, high-performance equipment.
Operational and Strategic Benefits of Restructuring
The first-tranche restructuring provides several operational and strategic advantages for NUBURU:
- Reduction of Financial Overhang: By converting a portion of Series A Convertible Preferred Stock into equity-classified instruments, the company has eliminated a significant portion of legacy obligations, simplifying its capital structure.
- Preservation of Liquidity: Because the restructuring did not require a cash redemption, NUBURU maintains access to operational funds that can be deployed toward R&D, product development, or strategic initiatives.
- Enhanced Flexibility: The simplified capital structure allows management to make strategic decisions with fewer constraints, including exploring acquisitions, joint ventures, or collaborations that can accelerate growth.
- Improved Investor Clarity: Reducing preferred stock overhang improves transparency and may enhance investor confidence, as the company’s reporting becomes easier to understand and its capital commitments clearer.
- Support for Strategic Initiatives: The transaction aligns with the company’s broader transformation plan, supporting ongoing initiatives in laser technology, defense solutions, and emerging security applications.
NUBURU’s management emphasizes that the restructuring is not only a financial milestone but also a strategic step designed to enhance long-term shareholder value. By addressing historical capital structure complexity, the company is better positioned to invest in its technology, expand market presence, and pursue innovative solutions in sectors where its blue laser technology can provide meaningful competitive advantages.
As part of its ongoing strategy, the company remains focused on both organic growth and potential acquisitions. Opportunities in defense, security, and infrastructure technologies are evaluated continuously, taking into account regulatory approvals, market conditions, and financing availability. This proactive approach demonstrates NUBURU’s commitment to leveraging its financial and technological resources to create sustainable growth and value for its stakeholders.
NUBURU’s successful execution of the first tranche of its preferred equity restructuring marks a pivotal moment in the company’s journey. It strengthens the foundation for operational flexibility, positions the company for future financial optimization, and supports the execution of its broader transformation strategy.
The company continues to explore potential follow-on transactions, with the goal of further simplifying its capital structure while maintaining sufficient liquidity to fund strategic initiatives. If additional tranches are completed, they will further reduce legacy obligations and enhance the company’s ability to allocate resources efficiently.
Ultimately, the restructuring supports NUBURU’s mission to advance high-performance blue laser technology and expand its footprint in defense, security, and critical infrastructure markets. By balancing financial discipline with strategic investment, the company aims to drive long-term growth, strengthen shareholder value, and maintain its position as a technology leader in both industrial and defense applications.
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