TLDR:
- BURU completes first swap, clearing $8.4M Series A preferred overhang
- NUBURU converts preferred liabilities into warrants and protects liquidity
- BURU targets a second tranche after removing 40% of Series A exposure
- NUBURU restructures Series A preferred and trims legacy balance-sheet risk
- BURU uses a 3(a)(9) exchange to simplify capital structure without cash
NUBURU (BURU) shares traded near $0.1487, up 0.24%, as the company completed a preferred equity restructuring that reduced legacy overhang. The company eliminated about $8.4 million in Series A preferred liabilities without using cash for redemption. The move supports a broader plan to simplify financing and fund a defense and security expansion.
First tranche converts Series A preferred into equity-classified instruments
NUBURU completed the first tranche by removing roughly 844,938 shares of Series A Convertible Preferred exposure. The company treated the change as a restructuring that cleared about 40% of outstanding Series A preferred liabilities. As a result, the balance sheet carried less preferred overhang while the company preserved operating liquidity.
A third-party investor bought the Series A preferred shares from an existing preferred holder. The investor then exchanged those shares with NUBURU for pre-funded common stock purchase warrants. The warrants carried a nominal exercise price, which kept the structure equity-linked rather than debt-like.
NUBURU relied on Section 3(a)(9) of the Securities Act to complete the exchange without registration. That exemption applies when an issuer exchanges securities with existing holders and avoids selling for cash. The transaction converted preferred liabilities into equity-classified instruments under applicable accounting rules.
Company targets a second tranche while outlining conditions and limits
NUBURU now targets another restructuring involving about 450,000 additional Series A preferred shares. The company framed the next step as near-term, yet it tied completion to further agreement and conditions. Management also noted that no assurance exists that it will complete an additional tranche.
The planned structure follows the same goal of reducing legacy liabilities without draining cash reserves. If completed, the follow-on tranche would further shrink the preferred stack that weighs on the capital structure. The company could improve flexibility when it negotiates financing tied to strategic initiatives.
NUBURU pointed readers to prior SEC disclosures for details on Series A accounting treatment. Those filings include the Form 10-Q for the period ended September 30, 2025, and related reports. The disclosures document how the preferred instrument affected reported liabilities before the exchange.
Balance-sheet cleanup fits a wider pivot toward defense and security markets
The first tranche followed other 2025 actions, including negotiated settlements for certain legacy accounts payable.
Management positioned those steps as part of a transformation plan that prioritizes liquidity and simpler obligations. Also, the company continues to screen acquisitions across defense, security, and critical infrastructure technologies.
NUBURU started in 2015 and built its reputation on high-performance industrial blue laser technology. Under Executive Chairman and Co-CEO Alessandro Zamboni, the company now broadens into defense-tech and security services. It aims to combine internal development with acquisitions to build a Defense and Security Hub.
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