From Elsewhere...17 Jul 2025 13:40
BURU just filed two S-1/As moments ago:
One for a SEPA with YA II PN Ltd. For up to 20 million shares registered resale where they can issue shares at 97% lowest VWAP over 3 day window per. They've already issued 2.67M in commitment shares aka free shares just for agreeing to the deal. This is in line with typical "death spiral"-like financing. If BURU draws from the SEPA, shares will enter the market below current price, increasing float and downward pressure.
The other for 40.7M shares for conversion; 24.5M to Indigo Capital (in four separate conv notes), 6.08M to S.F.E. Equity Investments, 1M to Phoenix MGMT Consulting, and ~9M combined to Brick Lane, Diagonal Lending, and Boot Capital. Of these, the Indigo Capital notes are especially concerning. These convert at DEEP discounts with one at 80% VWAP over 5 days, another at 33.33% of the lowest VWAP (yiiikes), and the others at lowest VWAP. This allows for virtually unlimited share creation with terms that actually incentivize dumping. With the 07/09 stockholder approval to exceed NYSE's 19.99% cap, Indigo et al can now convert freely.
BURU also filed an S-8 for 4.47M shares in employee stock plans (also stockholder approved) that are typical, but under these circumstances adds to total dilution and will likely be used to issue lower-cost shares to insiders.
This brings up a question I'm asked often: Why would stockholders vote to approve these items if, with the low insider/inst ownership, it means it would be retail investors cutting their own throats? The answer is that this is exactly what makes toxic dilution stealthy and dangerous; it’s designed to avoid triggering typical ownership red flags while still enabling control. BURU's real power dynamics are buried in financing contracts and aren't currently reflected in public float numbers yet. All of the filings I've mentioned in my initial post and this one give hidden control to financiers with many carry votes that aren't counted in aggregators/reporting tools. Included in these agreements are also sneaky Beneficial Owmership Caps which give the ability to circumvent Form 4s, Schedule 13D/Gs, etc and evade "change of control" triggers. These are legal cloaking devices that accomplish all of this while allowing toxic lenders to still control outcomes.
The cherry on top here is that even with all the prior (and continued) dilutive financing, they can't even meet a $1.2M payment deadline.
Be safe out there guys, the only way I see this as a "growth" stock (as some have tried to call it) is if the growth is referring to risk.