RE: Absence of funding update15 Sep 2025 14:50
NUBURU, INC.
Up to 75,000,000 Shares of Common Stock
Up to 75,000,000 Pre-Funded Warrants to Purchase up to 75,000,000 Shares of Common Stock
Up to 75,000,000 Common Warrants to Purchase up to 112,500,000 Shares of Common Stock
3,000,000 Placement Agent Warrants to Purchase up to 3,000,000 Shares of Common Stock
Up to 190,500,000 Shares of Common Stock underlying the Pre-Funded Warrants,
Common Warrants and Placement Agent Warrants
This is a best efforts public offering of up to $12,000,000 of shares of our common stock, par value $0.0001 per share (“Common Stock”) or Pre-Funded Warrants in lieu thereof, together with common warrants to purchase up to an aggregate of $18,000,000 of shares of our Common Stock (the “Common Warrants” and the shares of Common Stock issuable upon exercise or exchange of the Common Warrants, the “Warrant Shares”). Each share of Common Stock (or Pre-Funded Warrant in lieu thereof, as described below) is being sold together with a Common Warrant exercisable for one and a half shares of Common Stock for each share of Common Stock (or Pre-Funded Warrant in lieu thereof) acquired at an assumed combined public offering price of $0.16 per share and accompanying Common Warrant (the last reported sale price per share of our Common Stock on the NYSE American on September 2, 2025). For those investors whose purchase of shares of our Common Stock in this offering would result in the investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the investor, 9.99%) of our outstanding Common Stock immediately following the consummation of this offering, we are offering pre-funded warrants to purchase shares of our Common Stock (the “Pre-Funded Warrants”) in lieu of shares of Common Stock. Each Pre-Funded Warrant will be exercisable for one share of our Common Stock. Each Pre-Funded Warrant is being sold together with a Common Warrant exercisable for one and a half shares of Common Stock for each Pre-Funded Warrant acquired. Each Pre-Funded Warrant and accompanying Common Warrant will be offered at an offering price equal to the combined public offering price at which a share of Common Stock and accompanying Common Warrant is being offered, minus $0.0001. The exercise price of the Pre-Funded Warrants will be $0.0001 per share, and the Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Warrant we sell, the number of shares of Common Stock we are offering will be decreased on a one-for-one basis. The number of Common Warrants sold in this offering will not change as a result of a change in the mix of the shares of our Common Stock and Pre-Funded Warrants sold. The exercise price of the Common Warrants will be $[ ] per share and will be exercisable immediately.
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