Nuburu, Inc. (BURU): Nasdaq/NYSE listing notice — Nuburu to acquire Orbit from Executive Chairman for $12.5M; appoints Co-CEOs, faces audit committee non-compliance

Nuburu, Inc.

Binding LOI to acquire 100% of Orbit S.r.l. from Executive Chairman Zamboni for $12.5M (includes $5M investment and $8.75M in preferred shares subject to stockholder approval).
Co-CEOs appointed: Zamboni (retains Executive Chairman) and Dario Barisoni; each gets $440k salary, 100% target bonus, 1.774M RSUs vesting Oct 31, 2025.
Audit Committee lost second independent director due to Barisoni's appointment; company must regain NYSE American compliance by next annual meeting or one year.
Exclusive 36-month right for Nuburu to market/distribute Orbit's operational resilience platform to global defense sector.
Acquisition includes $3.75M advance payment (offsetting $1.35M credit plus $2.4M cash in four tranches); expected close by Dec 31, 2026.

item 1.01 item 5.02 item 3.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Listing & Compliance Notices SEC 8-K Item 3.01 confidence 0.9

Nuburu, Inc. received a nyse_american noncompliance notice notice regarding audit committee (rules 303A.12(b)).

Exchange: nyse american
Notice: noncompliance notice
Deficiency: audit committee
Rules: 303A.12(b)

Exact text from the filing

October 7, 2025, as required by Section 303A.12(b) of the NYSE Listed Company Manual, the Company submitted an interim written affirmation to the NYSE American Market (the “Exchange”) as a notice of non-compliance with Section 803B(2)(c) of the NYSE American Company Guide (the “Company Guide”), since the Audit Committee is no longer comprised of at least two independent directors. Pursuant to Section 803B(6)(b) of the Company Guide, the Company has until the earlier of its next annual meeting of stockholders or one year from the occurrence of the event that caused the failure to comply with th

View on SEC.gov

5 listing & compliance notices filed in the last 30 days. Browse all listing & compliance notices →

Nuburu, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-25-233623

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.