Nuburu, Inc. (NYSE American: BURU) entered into a Securities Purchase Agreement with YA II PN, Ltd. that will provide the company with a gross cash infusion of $23.25 million in exchange for a $25 million unsecured debenture and a package of warrants. The debenture carries an 8 % annual interest rate, begins monthly amortization in March 2026, and matures in December 2026, giving Nuburu a predictable debt service schedule while preserving working‑capital flexibility.
The financing comes at a time when Nuburu’s balance sheet remains under pressure. As of September 30, 2025, the company reported an accumulated deficit of $172.7 million, net losses of $34.5 million in 2024 and $51.3 million for the nine months ended September 30, 2025, and a history of negative cash flows. The company had also received notices of non‑compliance from NYSE American for low stockholders’ equity and a stock price below the required threshold. The new capital is intended to shore up liquidity, meet short‑term working‑capital needs, and help the company satisfy listing requirements while it pursues its defense‑tech acquisition strategy.
Nuburu’s transformation plan centers on building a diversified defense and security platform. Recent moves include the binding acquisition of Lyocon Srl, a photonics and laser‑engineering firm, and the first €2 million tranche of a €15 million strategic support program for Tekne SpA. The company is also pursuing a controlling interest in a joint venture with Maddox Defense Incorporated focused on unmanned aerial vehicle solutions. These acquisitions are designed to integrate laser technology with software, mobility, and UAV capabilities, creating a high‑margin, scalable business model that can generate revenue streams beyond the company’s original blue‑laser niche.
The warrant package accompanying the debenture consists of four series with exercise prices ranging from $0.01 to $0.47 per share. If all warrants are exercised for cash, Nuburu could receive up to approximately $46.9 million in additional proceeds, but the exercise of these warrants would also dilute existing shareholders. The company’s management has emphasized that the potential dilution is offset by the strategic value of the capital and the expected growth from the defense‑tech portfolio.
Executive Chairman and Co‑CEO Alessandro Zamboni said the financing “provides a critical buffer that allows us to accelerate our acquisition roadmap and integrate laser, photonics, software, mobility, and UAV capabilities.” He added that the capital position will enable the company to meet NYSE compliance deadlines and continue to invest in the defense‑security platform, which he described as a “high‑margin, high‑growth opportunity.”
The debt financing strengthens Nuburu’s balance sheet, but the company remains in a high‑risk, high‑reward phase. The immediate liquidity will support ongoing acquisitions and operational integration, while the company’s future profitability will depend on successfully merging the new businesses and achieving the projected revenue and margin targets outlined in its transformation plan. Investors will need to monitor how the company manages leverage, executes its acquisition strategy, and meets the NYSE’s listing requirements as it moves forward.
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