Dilution profile // every instrument, one screen, from SEC filings

Nuburu, Inc. (BURU)

CIK 1814215 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$50.3M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
LOWwarrants = 1% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
HIGH+406% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
MEDIUM~6.2 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2023-03-312026-05-15

Latest: 179.0M shares as of May 15, 2026 (10-Q). Share count fell from 38.5M to 3.3M between Apr 30, 2024 and Aug 8, 2024, a pattern consistent with a reverse split (roughly 1-for-12); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
December Two Thousand Twenty Five Dollar YA Warrants46.1Mnot tagged
February2026 Offering Common Warrant Shares32.8Mnot tagged
Two Thousand Twenty Five Offering Common Stock Warrants25.3M$0.8553
Indigo Pre-Funded Warrants11.2Mnot tagged
Two Thousand Twenty Five Offering Pre-Funded Warrants10.4M$0.0005
Offering Pre Funded Warrants10.4M$0.0005
February2026 Pre-Funded Warrant Shares10.2Mnot tagged
Pre Funded Warrants1.9Mnot tagged
Two Thousand Twenty Five Offering Placement Agent Warrants673,617$0.89075y
Offering Placement Agent Warrants673,617$0.8907
February2026 Offering Placement Agent Warrants437,239$0.68615y
Junior Note Warrants110,221$24.95

Tranches exactly as the company dimensioned them in its 10-Q filed May 20, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 1.9M underlying shares, as reported Jun 16, 2023 (10-Q).

Reported exercise price: $1.03 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 180.9M = 179.0M O/S + 1.9M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Two Thousand Twenty Six Brick Lane HK Investment Note$15.0M$0.756~19.8M sh
Lyocon Convertible Notes$1.3M$1.3M$1.47~850,340 sh
Two Thousand and Twenty Five Diagonal Convertible Notesnot tagged$285,662not tagged
Two Thousand and Twenty Five Brick Lane Convertible Notesnot tagged$198,300not tagged
Two Thousand Twenty Five Brick Lane Convertible Notenot tagged$125,000not tagged
Two Thousand and Twenty Five Bomore Convertible Notesnot tagged$48,169not tagged
Two Thousand and Twenty Five Torcross Convertible Notenot tagged$24,084not tagged
Two Thousand and Twenty Five Indigo Capital Convertible Notesnot tagged$17,400not tagged
Two Thousand Twenty Five Bomore Exchange Convertible Notenot tagged$0not tagged
Torcross Exchange Convertible Notenot tagged$0not tagged

If every note above converted at its tagged price: ~20.7M new shares on 179.0M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed May 20, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding179.0MMay 15, 2026
+ December Two Thousand Twenty Five Dollar YA Warrants (if exercised)46.1MMar 31, 2026
+ February2026 Offering Common Warrant Shares (if exercised)32.8MFeb 17, 2026
+ Two Thousand Twenty Five Offering Common Stock Warrants (if exercised)25.3MSep 16, 2025
+ Indigo Pre-Funded Warrants (if exercised)11.2MFeb 6, 2026
+ Two Thousand Twenty Five Offering Pre-Funded Warrants (if exercised)10.4MSep 16, 2025
+ Offering Pre Funded Warrants (if exercised)10.4MDec 31, 2025
+ February2026 Pre-Funded Warrant Shares (if exercised)10.2MFeb 17, 2026
+ Pre Funded Warrants (if exercised)1.9MFeb 28, 2025
+ Two Thousand Twenty Five Offering Placement Agent Warrants (if exercised)673,617Sep 16, 2025
+ Offering Placement Agent Warrants (if exercised)673,617Sep 16, 2025
+ February2026 Offering Placement Agent Warrants (if exercised)437,239Feb 17, 2026
+ Junior Note Warrants (if exercised)110,221Nov 13, 2023
+ Two Thousand Twenty Six Brick Lane HK Investment Note (if fully converted)19.8MMar 31, 2026
+ Lyocon Convertible Notes (if fully converted)850,340Mar 31, 2026
Fully diluted estimate349.7M+95.3% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $50.3Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-1Jul 13, 2026$38.0M registeredfiling →
S-3Apr 24, 2026$12.3M registeredfiling →

Last 12 months: 13 executed · 10 registered.

EXECUTEDJul 17, 2026Final prospectus — offering priced (typical for IPOs and marketed share deals)424B4
EFFECTIVEJul 15, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDJul 13, 2026S-1 registration — capacity to sell shares, not a sale yetS-1
EXECUTEDMay 15, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
UPDATEMay 12, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEMay 12, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDMay 7, 2026S-3/A registration — capacity to sell shares, not a sale yetS-3/A
REGISTEREDApr 24, 2026S-3 registration — capacity to sell shares, not a sale yetS-3
WITHDRAWNApr 23, 2026Registration withdrawnRW
EXECUTEDFeb 17, 2026Final prospectus — offering priced (typical for IPOs and marketed share deals)424B4
EXECUTEDFeb 12, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EFFECTIVEFeb 12, 2026SEC declared a registration effective — selling can beginEFFECT

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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