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NUBURU, Inc. Completes First Tranche of Preferred Equity Restructuring, Eliminating Approximately $8.4 Million of Series A Preferred Liabilities
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Preferred Equity Restructuring Eliminates Approximately 40% of Series A Preferred Liabilities Without Cash Redemption
DENVER--(BUSINESS WIRE)--NUBURU, Inc. (NYSE American: BURU), a developer of high-performance blue laser technology and an emerging defense and security technology platform, today announced the completion of the first tranche of a preferred equity restructuring transaction that materially simplifies its capital structure and reduces legacy balance-sheet overhang.
The completed first tranche resulted in the restructuring and effective elimination of approximately $8.4 million of Series A Convertible Preferred Stock liabilities, representing approximately 844,938 shares of Series A Preferred Stock, and approximately 40% of the Company’s outstanding Series A Preferred liabilities, without any cash redemption by the Company.
Transaction Overview – First Tranche
Under the transaction, a third-party investor acquired 844,938 shares of the Company’s Series A Convertible Preferred Stock from an existing preferred stockholder and subsequently exchanged those shares with NUBURU for pre-funded common stock purchase warrants with a nominal exercise price. The exchange was completed in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended.
As a result of this transaction, the related preferred stock liabilities were eliminated and converted into equity-classified instruments, materially reducing preferred stock overhang while preserving Company liquidity.
The accounting treatment of the Series A Convertible Preferred Stock prior to the exchange is described in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025, and other filings with the U.S. Securities and Exchange Commission.
Potential Additional Tranche
The Company currently targets completing an additional restructuring transaction involving approximately 450,000 shares of Series A Convertible Preferred Stock in the near future. Any such additional tranche would be subject to further agreement with the investor and satisfaction of applicable conditions. There can be no assurance that any additional tranche will be completed.
Balance Sheet Simplification and Strategic Context
This first-tranche restructuring follows other balance-sheet actions undertaken by the Company during 2025, including negotiated settlements of certain legacy accounts payable. Collectively, these actions reflect management’s continued focus on addressing historical capital structure complexity while maintaining liquidity to support the Company’s ongoing transformation plan.
The Company continues to evaluate strategic initiatives and acquisitions across defense, security, and critical-infrastructure-related technologies, subject to regulatory approvals, market conditions, and financing availability.