Nuburu, Inc.

As filed with the Securities and Exchange Commission on July 13, 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 JULY 13, 2026

PRELIMINARY PROSPECTUS

Up to 244,372,990 Shares of Common Stock (or Pre-Funded Warrants to Purchase up to 244,372,990 Shares of Common Stock in lieu of Common Stock)

Up to 663,214 Shares of Series B Preferred Stock that accompany the Common Stock and Pre-Funded Warrants

Up to 205,627,010 Shares of Common Stock underlying Pre-Funded Warrants and Series B Preferred Stock

This is a best efforts public offering of up to 244,372,990 shares of our common stock, par value $0.0001 per share (“Common Stock”) or Pre-Funded Warrants in lieu thereof exercisable for up to 244,372,990 shares of Common Stock (collectively, the “Offered Securities”), together with 663,214 shares of our Series B preferred stock, par value $0.0001 per share (“Series B Preferred Stock”), and the Conversion Shares (defined below). Offered Securities are being sold to each investor together with an accompanying 0.002714 share of Series B Preferred Stock. The Offered Securities are being sold together with the shares of Series B Preferred Stock for a combined public offering price of $0.1555 per share or Pre-Funded Warrant, as applicable. 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 0.002714 share of Series B Preferred Stock will be offered at an offering price equal to the combined public offering price at which a share of Common Stock and accompanying 0.002714 share of Series B Preferred Stock 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 shares of Series B Preferred Stock 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.

Shares of Series B Preferred Stock will be convertible for shares of Common Stock (the “Conversion Shares”). Shares of Series B Preferred Stock are convertible beginning on the 45th day after the issuance of shares of Series B Preferred Stock; provided that only 205,627,010 shares of Common Stock may be issued as Conversion Shares, on a pro rata basis. The Company is obligated to obtain stockholder approval of a sufficient increase in its authorized shares (“Stockholder Approval”) to issue additional shares of Common Stock. The Company has agreed to maintain an effective registration statement to facilitate the resale of the Conversion Shares by investors and it will subsequently register additional Conversion Shares, as necessary, following Stockholder Approval.

The Offered Securities and the accompanying shares of Series B Preferred Stock 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 shares of Series B Preferred Stock is based on a public offering price (the "Offering Price") of $0.1555 per share (the last reported sale price per share of our Common Stock on the NYSE American on July 10, 2026 plus a 5% premium on such closing price) and accompanying 0.002714 share of Series B Preferred Stock (or $0.1554 per Pre-Funded Warrant and accompanying 0.002714 share of Series B Preferred Stock).

This offering will terminate on [ ], 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 0.002714 share of Series B Preferred Stock will be fixed for the duration of this offering. Investors purchasing securities offered hereby will 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 July 10, 2026, the last quoted sale price for our Common Stock as reported on the NYSE American was $0.1481 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 Pre-Funded Warrants or the Series B Preferred Stock. We do not intend to list the Pre-Funded Warrants or the Series B Preferred Stock on any securities exchange or other trading market. We do not expect an active trading market to develop for the Pre-Funded Warrants or Series B Preferred Stock. 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 of 6.25% of the gross proceeds of the securities sold by us in this offering. 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 Pre-Funded Warrants or the conversion, if any, of shares of Series B Preferred Stock into shares of Common Stock.

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 10 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 [ ], 2026.

Placement Agent:

Joseph Gunnar & Co., LLC

The date of this prospectus is [ ], 2026.

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