News: Optoelectronics
11 February 2026
NUBURU completes first tranche of preferred equity restructuring
NUBURU Inc of Centennial, CO, USA — a developer of high-performance blue-laser technology and an emerging integrated defense & security platform provider — has completed the first tranche of a preferred equity restructuring transaction that materially simplifies its capital structure and reduces legacy balance-sheet overhang.
The completed first tranche resulted in the restructuring and effective elimination of about $8.4m of Series A convertible preferred stock liabilities, representing about 844,938 shares of Series A preferred stock, and about 40% of the firm’s outstanding Series A preferred liabilities, without any cash redemption by the company.
First Tranche
Under the transaction, a third-party investor acquired 844,938 shares of the Series A convertible preferred stock from an existing preferred stockholder and subsequently exchanged those shares with NUBURU for pre-funded common stock purchase warrants with a nominal exercise price. The exchange was completed in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended.
As a result of this transaction, the related preferred stock liabilities were eliminated and converted into equity-classified instruments, materially reducing preferred stock overhang while preserving company liquidity.
The accounting treatment of the Series A convertible preferred stock prior to the exchange is described in the company’s quarterly report on Form 10-Q for the period ended 30 September 2025, and other filings with the US Securities and Exchange Commission.
Potential additional tranche
NUBURU aims tocomplete an additional restructuring transaction involving about 450,000 shares of Series A convertible preferred stock in the near future. Any such additional tranche would be subject to further agreement with the investor and satisfaction of applicable conditions. There can be no assurance that any additional tranche will be completed.
Balance-sheet simplification and strategic context
This first-tranche restructuring follows other balance-sheet actions undertaken by NUBURU during 2025, including negotiated settlements of certain legacy accounts payable. Collectively, these actions reflect management’s continued focus on addressing historical capital structure complexity while maintaining liquidity to support the firm’s ongoing transformation plan.
NUBURU says that it continues to evaluate strategic initiatives and acquisitions across defense, security and critical-infrastructure-related technologies, subject to regulatory approvals, market conditions, and financing availability.
