Nuburu, Inc.

As filed with the Securities and Exchange Commission on February 10, 2026

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

(Exact name of Registrant as specified in its charter)

44 Cook Street, Suite 100

Denver, CO 80206

Telephone: (303)780-7389

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Alessandro Zamboni

Executive Chairman

44 Cook Street, Suite 100

Denver, CO 80206

Telephone: (303)780-7389

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 10, 2026

PRELIMINARY PROSPECTUS

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”).

Our Common Stock is traded on the NYSE American under the symbol “BURU.” On February 5, 2026, the last quoted sale price for our Common Stock as reported on the NYSE American was $0.1582 per share. We have not listed, nor do we intend to list, our preferred stock on any securities exchange or nationally recognized trading system.

There is no established trading market for the Common Warrants or the Pre-Funded Warrants. We do not intend to list the Common Warrants or Pre-Funded Warrants on any securities exchange or other trading market. We do not expect an active trading market to develop for the Common Warrants or Pre-Funded Warrants. Without an active trading market, the liquidity of these securities will be limited.

We have engaged Joseph Gunnar & Co., LLC (the “Placement Agent”) to act as our Placement Agent, to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The Placement Agent is not purchasing or selling any of the securities we are offering, and the Placement Agent is not required to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay to the Placement Agent the Placement Agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus.

There is no minimum number of securities or minimum aggregate amount of proceeds for this offering to close. We expect this offering to be completed not later than one business day following the commencement of this offering and we will deliver all securities to be issued in connection with this offering delivery versus payment (“DVP”)/receipt versus payment (“RVP”)/DWAC upon receipt of investor funds received by the Company. Accordingly, neither we nor the Placement Agent have made any arrangements to place investor funds in an escrow account or trust account since the Placement Agent will not receive investor funds in connection with the sale of the securities offered hereunder.

Because there is no minimum offering amount required as a condition to closing in this offering, the actual public offering amount, the Placement Agent’s fee, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above and throughout this prospectus. We have agreed to pay the Placement Agent the Placement Agent fees set forth in the table below and elsewhere in this prospectus. See “Plan of Distribution” in this prospectus for more information regarding the Placement Agent's fees. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus. We will bear all costs associated with the offering.

(1)

The Placement Agent shall receive a cash fee equal up to seven and a half percent (7.5%) of the gross proceeds of the securities sold by us in this offering for amounts up to and including $10,000,000, and an additional cash fee equal to six percent (6.0%) of the gross proceeds of the securities sold by us in this offering for amounts in excess of $10,000,000. The Placement Agent will receive compensation in addition to the cash fee described above. See “Plan of Distribution” for a description of compensation payable to the Placement Agent.

(2)

The amount of the offering proceeds to us presented in this table does not give effect to the exercise, if any, of the Common Warrants or the Pre-Funded Warrants.

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in the section titled “Risk Factors” beginning on page 13 of this prospectus.

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Delivery of the securities is expected to be made on or about February [ ], 2026.

Placement Agent:

Joseph Gunnar & Co., LLC

The date of this prospectus is February [ ], 2026.

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