Table of Contents As filed with the Securities and Exchange Commission on December 23, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Delaware 3690 85-1288435 (I.R.S. Employer Identification Number) 44 Cook Street, Suite 100 Denver, CO 80206 Telephone: (303) 780-7389 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Alessandr ...

Table of Contents As filed with the Securities and Exchange Commission on December 12, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 NUBURU, INC. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 3690 85-1288435 (I.R.S. Employer Identification Number) 44 Cook ...

Financial Performance - The company generated total revenue of nil for the three months ended September 30, 2025, and had net losses of $22,421,596, compared to net losses of $4,345,724 for the same period in 2024[330]. - For the nine months ended September 30, 2025, the company reported total revenue of nil and net losses of $51,257,996, compared to net losses of $22,689,705 in 2024[330]. - A loss of $22,421,596 was reported for the three months ended September 30, 2025, compared to a loss of $4,345,724 in the same period in 2024[401]. - Revenue decreased by $142,827 during the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to cost reduction measures including employee furloughs[414]. - For the nine months ended September 30, 2025, the company incurred a net loss of $51,257,996, compared to a net loss of $22,689,705 for the same period in 2024, resulting in an accumulated deficit of $172,666,551[441]. Expenses and Cost Management - The operating loss for the nine months ended September 30, 2025, included $10,398,050 of non-cash interest expense recognized on remeasurement of the preferred stock liability[331]. - The company has initiated cost-reduction measures, including employee furloughs, due to funding challenges[329]. - Research and development expenses decreased by $206,474 to $0, primarily due to a reduction in stock-based compensation and personnel costs related to employee furloughs[402]. - Selling and marketing expenses increased by $677,334 to $790,779, driven by higher professional and consulting expenses as part of the Transformation Plan[403]. - General and administrative expenses rose by $86,723 to $1,883,497, influenced by increased professional services and decreased rent expenses[404]. - Interest expense decreased by $1,041,202 to $35,405, mainly due to lower interest-bearing debt balances[405]. - A loss of $1,282,284 was recorded in the change in fair value of warrant liabilities during the nine months ended September 30, 2025, compared to a gain of $2,156,186 in the same period in 2024[422]. - A loss of $1,211,173 was recorded in the change in fair value of notes payable during the nine months ended September 30, 2025, primarily due to an increase in fair value upon conversion of certain notes[424]. - A loss of $2,584,724 was recorded related to the change in fair value of claims settlement liability during the nine months ended September 30, 2025, driven by a reduction in the probability of payment[426]. - A loss of $8,756,303 was recorded on the issuance of warrants during the nine months ended September 30, 2025, related to the excess initial fair value over net proceeds received[427]. Financing and Capital Structure - The company completed a public offering on September 16, 2025, raising gross proceeds of $11,994,884 from 32,373,536 shares of Common Stock and associated warrants[354]. - Net cash proceeds from the Offering amounted to $10,744,346, intended for phased acquisitions and working capital[356]. - The Standby Equity Purchase Agreement allows the company to sell up to $100 million of Common Stock over 36 months[360]. - The company fully extinguished Junior Notes and Senior Notes during the first quarter of 2025 as part of a foreclosure process[363]. - The company plans to finance its operations through the issuance and sale of debt or equity securities, as cash flows from operations are insufficient to fund current operating models and expansion plans[443]. Strategic Acquisitions and Investments - The company entered into a commitment letter to acquire a controlling interest in Tekne and Orbit, with an expected enterprise value of Tekne at $60 million[339]. - The company planned to provide EUR 40 million in financing for Tekne's working capital needs over the next 12 months, including EUR 10.5 million in cash financing and EUR 30 million in inventory monetization[340]. - The company is making up to a $5.0 million equity investment in Orbit as part of the Orbit Acquisition, which includes an aggregate purchase price of $12.5 million[348]. - The company has agreed to consummate the Equity Infusion in tranches, with the first tranche of $1.5 million paid, resulting in a 10.7% ownership interest in Orbit[349]. - The company will acquire full ownership of Orbit from Vanguard in tranches, with an Advance Payment of $3.75 million, including $1.35 million offset and $2.4 million in cash[350]. - The Maddox Joint Venture aims to develop military drones for NATO and commercial applications, with NUBURU Defense contributing up to $10 million[352]. Compliance and Regulatory Issues - The company received a Notice of Noncompliance from NYSE Regulation for not maintaining stockholders' equity of $2.0 million or more[369]. - A reverse stock split of 1-for-40 was executed on July 23, 2024, following stockholder approval[375]. Cash Flow and Liquidity - As of September 30, 2025, the company had cash and cash equivalents of $5,941,542, a significant increase from $209,337 as of December 31, 2024[440]. - Net cash used in operating activities was $7,084,481 for the nine months ended September 30, 2025, compared to $5,499,839 for the same period in 2024[451]. - The company reported net cash provided by financing activities of $17,649,221 for the nine months ended September 30, 2025, compared to $3,583,214 for the same period in 2024[454]. - The company incurred a loss on debt extinguishment of $11,597,803 for the nine months ended September 30, 2024, due to the reacquisition value of the debt being higher than the carrying value[434]. - The company recorded a loss on impairment of inventories, property and equipment, and operating lease right-of-use asset of $6,064,823 related to write-downs and impairments[437]. Future Outlook - The company expects to incur significant expenses and operating losses for the foreseeable future as it implements its Transformation Plan and related acquisitions[332]. - The company expects to incur net losses for the foreseeable future and raises substantial doubt about its ability to continue as a going concern unless it implements its Transformation Plan[442].

Core Insights - NUBURU has renewed its strategic partnership with Tekne to enhance defense innovation and military drone development, establishing a new agreement that supersedes previous arrangements [2][4][6] Partnership Details - The updated agreement includes the establishment of a "Network Contract" under Italian law by November 30, 2025, aimed at fostering a stable partnership without forming a new legal entity [3] - NUBURU will secure exclusive distribution rights for Tekne's products in the Americas and collaborate on orders in NATO, MENA, and APAC regions [4] - NUBURU aims to qualify as a new defense operator in Italy, proposing its products to Tekne's clients, particularly through a joint venture with Maddox Defense for military drones [4][7] Financial Commitment - NUBURU has committed €15 million to strengthen Tekne's financial position, which includes €2 million through an Inventory Monetization platform and €13 million as a convertible shareholder loan [12] Strategic Goals - The partnership is positioned to enhance NUBURU's capabilities in the defense and security sectors, with a focus on technological innovation and project co-investment [4][6][5] - NUBURU plans to submit a 'Golden Power' notification to the Italian Government by year-end, covering its strategic cooperation with Tekne and the joint venture with Maddox Defense [7]

Core Points - NUBURU, Inc. has received a warning letter from NYSE American LLC regarding compliance with Section 401(a) of the NYSE American Company Guide [1] - The warning is related to the company's announcement on October 1, 2025, about implementing a dual-CEO structure [1]

Market Overview - U.S. stock futures rose on Wednesday after declines on Tuesday, with major benchmark indices showing positive movement [1] - The 10-year Treasury bond yielded 4.11%, while the two-year bond was at 3.56%, indicating market expectations for a potential interest rate cut by the Federal Reserve [2] Stock Performance - Oracle Corp. shares fell 2.5% on Tuesday, negatively impacting other tech stocks due to financial struggles related to Nvidia Corp. chip rentals [1] - Trilogy Metals Inc. saw an 8% increase in premarket trading, driven by interest in rare earths and battery metals following U.S. government investments [6] - Nuburu Inc. surged 34.84% after acquiring Orbit S.r.l., marking its expansion into defense software [6] - POET Technologies Inc. gained 12.94% after raising $75 million through a private placement, the largest investment in its history [7] - Joby Aviation Inc. dropped 9.47% as it announced plans to offer $500 million in common stock [7] Sector Insights - Consumer staples and utilities stocks closed higher, while most sectors on the S&P 500 ended negatively, with industrials, consumer discretionary, and communication services recording the largest losses [5] - Financials are in a "sweet spot," with commercial bank loans and leases indicating a healthy economy, as the S&P 500 Diversified Banks stock price index reached a record high, up 4.7% year-on-year [9] Economic Indicators - Crude oil futures increased by 0.97% to approximately $62.33 per barrel, while gold prices rose 1.33% to around $4,037.62 per ounce [13] - The U.S. Dollar Index spot was up 0.36% at 98.9350 [13]

Market Overview - Major U.S. indices closed lower, with the Dow Jones Industrial Average down 0.2% to 46,602.98, the S&P 500 down nearly 0.4% to 6,714.59, and the Nasdaq down about 0.7% to 22,788.36 [1] POET Technologies Inc. - POET Technologies shares increased by 23.51%, closing at $7.88, with an intraday high of $8.13 and a low of $6.47, within a 52-week range of $3.10 to $8.13 [2] - The company announced a non-brokered private placement, raising US$75 million through the sale of 13.6 million shares and accompanying warrants, marking the largest investment in its history. The funds will be used for corporate development, R&D expansion, and scaling its AI-related light source business [3] Oracle Corp - Oracle's stock fell by 2.52%, ending at $284.24, with fluctuations between $293.22 and $271, and a 52-week range from $118.86 to $345.72. The decline was attributed to financial challenges related to renting Nvidia chips, resulting in a nearly $100 million loss last quarter, with a gross profit margin from these rentals averaging around 16% over the past year [4] NUBURU Inc. - NUBURU's stock surged by 86.27%, closing at $0.48, with an intraday range of $0.50 to $0.30, and a 52-week high of $1.60 and low of $0.12. In after-hours trading, the stock spiked 24.5% to $0.59, following the announcement of its defense subsidiary's acquisition of Orbit S.r.l., enhancing its capabilities in defense software [5] Galecto Inc. - Galecto's stock skyrocketed by 383.02%, closing at $17.92, with an intraday high of $31.70 and a low of $16.40, within a 52-week range of $2.01 to $31.70. However, shares declined by 25.6% in after-hours trading to $13.33 [6] - The surge in Galecto's shares occurred despite the absence of company news, indicating speculative activity. The company reported having $10.2 million in cash at the end of June 2025 and anticipates needing additional capital for its cancer and liver disease programs [7] TMC The Metals Company - TMC The Metals Company shares rose by 20.21%, closing at $9.28, with an intraday high of $9.55 and a low of $7.96, and a 52-week range from $0.72 to $9.55. The rally was driven by investments in the metals sector by the Trump administration, increasing interest in rare earths and battery metals [8]

Core Insights - NUBURU, Inc. has announced a binding agreement to acquire 100% of Orbit S.r.l., an Italian software company focused on operational resilience, business continuity, and crisis management for mission-critical organizations [1] Company Summary - The acquisition will be executed through a two-phase transaction, indicating a structured approach to integrating Orbit into NUBURU's operations [1]

Core Insights - NUBURU, Inc. has announced the implementation of a dual-CEO structure to support its transformation plan, effective October 1, 2025 [1][2][3] - The transformation plan aims for revenue growth starting in Q4 2025 through strategic acquisitions and international alliances [1][8] Leadership Changes - Alessandro Zamboni and Dario Barisoni have been appointed as co-Chief Executive Officers, with Zamboni also serving as Executive Chairman [2][5] - Barisoni will focus on operations and strategic growth, particularly in the defense sector, while Zamboni will oversee corporate strategy and financial reporting [5][7] Strategic Focus - The dual-CEO structure is intended to enhance operational excellence and capitalize on emerging opportunities in complex, growth-oriented markets [3][4] - NUBURU is expanding into defense-tech and critical infrastructure sectors, leveraging both internal innovation and strategic acquisitions [8] Financial Position - The company recently completed a public offering, raising $12 million to strengthen its balance sheet and support its strategic initiatives [15][16]

Core Points - NUBURU, Inc. has successfully closed a public offering amounting to $12 million [1] - The offering included the issuance of 32,373,536 common shares and 51,660,075 pre-funded warrants [1] - The subscription price was set at $0.1428 per common share and $0.1427 per pre-funded warrant [1]