I'm guessing it is related to this S-1 released today:
SUBJECT TO COMPLETION, DATED FEBRUARY 10, 2026
PRELIMINARY PROSPECTUS
NUBURU, INC.
Up to 115,000,000 Shares of Common Stock (or Pre-Funded Warrants to Purchase up to 115,000,000 Shares of Common Stock in lieu of Common Stock)
Common Stock Warrants to purchase up to 172,500,000 Shares of Common Stock
Up to 200,000,000 Shares of Common Stock underlying Pre-Funded Warrants and Common Warrants
This is a best efforts public offering of up to 115,000,000 shares of our common stock, par value $0.0001 per share (“Common Stock”) or Pre-Funded Warrants in lieu thereof exercisable for up to 115,000,000 shares of Common Stock (collectively, the “Offered Securities”), together with common warrants to purchase up to an aggregate of 172,500,000 shares of our Common Stock representing 150% of the Offered Securities (the “Common Warrants”), and the Warrant Shares (defined below). Offered Securities are being sold to each investor, together with an accompanying Common Warrant exercisable for 150% of the amount of Offered Securities acquired by such investor, for a combined public offering price of $0.[ ] per share. 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, with an exercise price of $0.0001 per share, and will be immediately exercisable. 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, representing the exercise price. 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 Common Warrants have an exercise price per share equal to $[ ] from the issuance date until the six-month anniversary of the issuance date and $[ ] from the six-month anniversary of the issuance date until the expiration date. Common Warrants will be exercisable immediately for up to 85,000,000 shares of Common Stock (the “Warrant Shares”) on a first come, first serve basis, with exercises for additional amounts being subject to the Company's obtaining stockholder approval of a sufficient increase in its authorized shares (“Stockholder Approval”). The Company has agreed to maintain an effective registration statement for the resale of the Warrant Shares by investors and it will subsequently register additional Warrant Shares, as necessary, following Stockholder Approval. The Common Warrants will expire on the five-year anniversary of the original issuance date. If at any time after this offering the shares of Common Stock underlying the Common Warrants are not registered, a holder may exercise its Common Stock warrants on a cashless basis, subject to beneficial ownership limitations in the Common Warrants and the receipt of Stockholder Approval, if necessary. The Offered Securities and the accompanying Common Warrants can only be purchased together in this offering but will be issued separately and will be immediately separable upon issuance.
Information presented regarding the Offered Securities and Common Warrants is based on an assumed combined public offering price of $0.1582 per share (the last reported sale price per share of our Common Stock on the NYSE American on February 5, 2026) and accompanying Common Warrant (or $0.1581 per Pre-Funded Warrant and accompanying Common Warrant). The actual public offering price per share of Common Stock and accompanying Common Warrant and per Pre-Funded Warrant and accompanying Common Warrant, as the case may be, will be determined between us, the Placement Agent (as defined below) and the investors at the time of pricing, may be at a discount to the current market price, and may be based upon a number of factors, including our history and our prospects, the industry in which we operate, our past and present operating results, the previous experience of our executive officers and the general condition of the securities markets at the time of this offering. Therefore, the assumed combined public offering price used throughout this prospectus may not be indicative of the final offering price.
This offering will terminate on February [ ], 2026 unless (i) the closing occurs prior thereto or (ii) we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one closing for all securities purchased in this offering and the combined public offering price per share of Common Stock (or Pre-Funded Warrant) and accompanying Common Warrant will be fixed for the duration of this offering. Investors purchasing securities offered hereby will have the option to execute a securities purchase agreement with us (the “Securities Purchase Agreement”).
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