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- Delisting (new) — Company received second NYSE delisting notice in 13 months for failing to maintain minimum stockholders' equity with $15.2M deficit.
Nuburu faces second NYSE delisting notice in 13 months over $15.2M equity deficit
Filed May 15, 2026 · Period ending May 11, 2026 · ~1 min read
Key Changes
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Company received NYSE delisting notice for failing to maintain $4M stockholders' equity threshold; reported $15.2M deficit of $15.2 million as of Dec 31, 2025, with liabilities exceeding assets. NYSE granted extension through Oct 29, 2026 under existing compliance plan.
Item 3.02 verify on EDGAR → -
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Exchanged 71,430 Series A preferred shares with Indigo Capital for warrant exercisable into 4.4M common shares at $0.0001 per share, priced at 30% discount to five-day VWAP. Up to 446,946 additional preferred shares may be exchanged at Indigo's option.
Item 3.02 verify on EDGAR → -
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Warrant is immediately exercisable through May 2029 with 4.99% beneficial ownership cap limiting exercise pace. Exchange aims to eliminate preferred stock liabilities and improve equity position for NYSE compliance.
Item 3.02 verify on EDGAR → -
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Disclosed delisting risk under Item 3.01 for failure to satisfy NYSE American continued listing standards, consistent with stockholders' equity deficiency detailed in Item 3.02.
Item 3.01 verify on EDGAR →
Summary
Nuburu disclosed its second NYSE American delisting notice in 13 months, this time for failing to maintain the $4 million stockholders' equity threshold required for loss-making companies. The company reported a stockholders' deficit of $15.2 million as of December 31, 2025, meaning liabilities exceed assets by that amount.
The exchange has granted an extension through October 29, 2026 under the company's existing compliance plan, but the deteriorating balance sheet raises serious questions about the company's ability to regain compliance.
To address the equity deficiency, Nuburu entered into an exchange agreement with Indigo Capital allowing the preferred stockholder to swap up to 446,946 Series A preferred shares for pre-funded warrants. The first exchange converted 71,430 preferred shares into a warrant exercisable for 4.4 million common shares at a nominal $0.0001 price, representing massive dilution potential for existing common shareholders. The warrant pricing uses a 30% discount to the lowest five-day volume-weighted average price, and while a 4.99% ownership cap limits immediate exercise, the three-year term through May 2029 gives Indigo extended optionality. Retail holders face both delisting risk if the compliance plan fails and substantial dilution as the company attempts to restructure its capital base.
Section-by-Section Diff
Event · Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Nuburu disclosed under Item 3.01 that it has received notice regarding delisting or failure to satisfy continued listing standards on NYSE American. The filing does not provide additional detail beyond the Item 3.01 header, but this disclosure indicates the company is at risk of being removed from its current exchange listing, which could impact liquidity and investor access.
Event · Item 3.02 — Unregistered Sales of Equity Securities
BURU disclosed NYSE delisting risk from stockholders' deficit and exchanged preferred stock for warrants to reduce liabilities.
Added in current filing · verify on EDGAR →
on May 11, 2026, the Company entered into an exchange agreement (the “Exchange Agreement”) with Indigo Capital LP (“Indigo”), pursuant to which, at Indigo’s option, within 10 business days of the receipt of a notice to exchange from Indigo, the Company will issue pre-funded warrants (the “Indigo Warrants”) in exchange for the transfer to the Company in multiple closings of up to 446,946 shares of its Series A Preferred Stock held by Indigo.
The company entered into an agreement allowing Indigo Capital to exchange up to 446,946 shares of Series A Preferred Stock for pre-funded warrants exercisable into common stock. This exchange is part of the company's effort to eliminate liabilities and improve its stockholders' equity position to regain NYSE compliance. The exchange is at Indigo's option and will occur in multiple closings over time.
Added in current filing · verify on EDGAR →
On May 11, 2026, in exchange for 71,430 shares of Series A Preferred Stock, the Company issued an Indigo Warrant (the “Initial Indigo Warrant”) that is exercisable for up to 4,398,399 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) for a nominal exercise price of $0.0001 per share. The number of shares issuable under an Indigo Warrant is determined using the lowest volume-weighted average price for the Common Stock during the five business days prior to the closing date of such transaction discounted by 30%.
The company completed the first exchange under the agreement, issuing a warrant exercisable for 4,398,399 common shares in exchange for 71,430 preferred shares. The warrant has a nominal $0.0001 exercise price and is immediately exercisable for three years until May 11, 2029. The conversion ratio reflects a 30% discount to the lowest five-day volume-weighted average price, representing significant dilution potential. A 4.99% beneficial ownership cap limits how quickly Indigo can exercise.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Nuburu entered into a material definitive agreement on May 11, 2026, but the 8-K body provides no details about the agreement's terms or parties.
Added in current filing · verify on EDGAR →
Item 1.01 Entry into a Material Definitive Agreement
The company disclosed entry into a material definitive agreement under Item 1.01, but the filing body contains no description of the agreement's nature, counterparties, financial terms, or business purpose. The absence of substantive disclosure in the body suggests the details may be in attached exhibits or the filing may be incomplete.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify