On September 16, 2026, the Board of Directors (the "Board") and the management of Nuburu, Inc. (the "Company"), upon the recommendation of the Audit Committee of the Board (the "Audit Committee"), concluded that the Company’s previously issued unauditedcondensed consolidated financial statements as of and for the three and six months ended June 30, 2026, should no longer be relied upon due to misstatements that are described below and that the Company will restate such financial statements to make necessary corrections. As a result of the changes described below, the value of the Company’s assets will increase by $761,001.

 

Subsequent to filing its Quarterly Report on Form 10-Q for the three months ended June 30, 2026 (the "Q2 2026 Form 10-Q"), the Company identified an error in the fair value of the convertible note receivable funded by the Company to Tekne S.p.A. ("Tekne") in the original principal amount of €13,000,000 ($14,852,214) (the "Tekne Convertible Note Receivable"). The Company determined that it had used a Tekne equity value of €15.2 million ($17.4 million) to value the Tekne Convertible Note Receivable as of June 30, 2026 instead of using the equity value of €25.4 million ($29.0 million), which was the same value used to measure the Company’s Tekne investment at June 30, 2026. By correcting this input, and the volatility derived from it, the conversion option related to the Tekne Convertible Note Receivable increased from €0.7 million ($0.8 million) to €1.3 million ($1.5 million) and the fair value of the Tekne Convertible Note Receivable increased from €20,523,000 ($23,446,999) to €21,189,000 ($24,208,000), which was an increase of $761,001. The change in fair value of convertible notes receivable for the three and six months ended June 30, 2026 increases by the same amount. The accounting error was determined to be material. As a result of the material misstatements, the Company is restating the previously issued financial statements for the period referenced above, in accordance with Accounting Standards Codification Topic 250, Accounting Changes and Error Corrections, in an amendment to its Q2 2026 Form 10-Q. U.S. dollar equivalents of euro amounts in this Item 4.02 have been calculated at an exchange rate of €1.00 to $1.142478, the rate used to translate the fair value of the Tekne Convertible Note Receivable as of June 30, 2026.