Nuburu, Inc. filed an amended quarterly report on Form 10-Q/A on September 22, 2026, restating its financial statements for the three and six months ended June 30, 2026, to correct a misstatement related to the fair value calculation of the Tekne Convertible Note Receivable.

Key Highlights

  • Restatement trigger: The company disclosed that certain assets were omitted from the fair value calculation of the Tekne Convertible Note Receivable, which is accounted for under the fair value option.
  • Material weakness identified: The Audit Committee, with concurrence of management, concluded that a material weakness existed in internal controls over financial reporting as of June 30, 2026.
  • Cash flows unaffected: According to the filing, the restatement had no impact on total net cash flows from operating, investing, or financing activities.
  • Reverse stock split: On September 1, 2026, the company effected a 1-for-40 reverse stock split of its Common Stock, and all share and per share amounts in the amendment were retroactively adjusted.
  • Shares outstanding: As of August 12, 2026, the registrant had 9,262,346 shares of common stock, $0.0001 par value per share, outstanding.
  • Remediation plan: Management plans to address the material weakness by increasing accounting professionals, providing ongoing training, and implementing appropriate risk assessment and internal control procedures.

Nuburu Restates Fair Value Figures and Discloses Internal Control Weakness

Nuburu, Inc. (NYSE American:BURU), a Delaware-incorporated laser technology company headquartered at 44 Cook Street, Suite 100, Denver, Colorado, filed Amendment No. 1 to its quarterly report for the period ended June 30, 2026. The original quarterly report had been filed with the Securities and Exchange Commission on August 14, 2026. The amendment corrects a misstatement in the company's previously issued unaudited interim condensed consolidated financial statements, specifically the omission of the value of certain assets from the fair value calculation of what the filing refers to as the Tekne Convertible Note Receivable, an instrument accounted for under the fair value option.

According to the filing, the restatement affected amounts reported for both the three-month and six-month periods ended June 30, 2026, and required updates to the Management's Discussion and Analysis section covering Liquidity and Capital Resources. The filing states that cash flow totals from operating, investing, and financing activities were not changed by the restatement. In connection with the restatement, the Audit Committee of the Board of Directors, with concurrence of management, concluded that a material weakness existed in the company's internal controls over financial reporting as of June 30, 2026. The filing attributes the weakness to the errors described and outlines a remediation plan that includes hiring additional accounting professionals, providing training for key personnel, and designing and implementing risk assessment and internal control procedures.

The filing also notes that on September 1, 2026, Nuburu effected a 1-for-40 reverse stock split of its Common Stock, described as the "September 2026 Reverse Stock Split." All share and per share figures presented in the amendment were retroactively adjusted to reflect this split across all periods. Updated certifications from the Principal Executive Officer and Principal Financial Officer, as required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, were attached as Exhibits 31.1, 31.2, 31.3, 32.1, 32.2, and 32.3. The filing contains forward-looking statements, which the company identifies as subject to substantial risks and uncertainties under its cautionary language.

What Was Disclosed

Nuburu amended its June 30, 2026 quarterly report to restate financial figures affected by an omission in the Tekne Convertible Note Receivable fair value calculation, disclosed a material weakness in internal controls, and reflected a 1-for-40 reverse stock split effected September 1, 2026.