Nuburu, Inc.

Item 3.03 Material Modification to Rights of Security Holders. A Certificate of Amendment to the Certificate of Incorporation of Nuburu, Inc. (the “Company”) to effect a 1-for-40 reverse stock split (the “Reverse Stock Split”) became effective on September 1, 2026 (the “Effective Date”) and the Company anticipates trading on the OTC Market on a split-adjusted basis at the commencement of trading on September 2, 2026. The Reverse Stock Split is being implemented in order to allow the Company to return to compliance with NYSE American’s minimum trading price requirement. Reasons for the Reverse Stock Split Trading of the Company’s common stock (“Common Stock”) was suspended by NYSE American on July 17, 2026, because the trading price dropped below NYSE American’s minimum trading price of $0.10. On July 17, 2026, NYSE American commenced delisting proceedings against the Company. The Company has appealed the determination of the NYSE Regulation staff and has a hearing scheduled with the Listings Qualification Panel of the Committee for Review of NYSE American on September 10, 2026. The Common Stock has been trading on the OTC market since July 20, 2026. There can be no assurance that the Reverse Stock Split will result in a proportionate or sustained increase in the market price of the Common Stock, that the Company's appeal will be successful, that the delisting determination will be reversed, or that trading will resume on NYSE American. If the Company is not able to resume trading on NYSE American, it would continue to be traded on the OTC Market, which could negatively impact the Company by reducing the liquidity and market price of its Common Stock and the number of investors willing to hold or acquire the Company's Common Stock, which could negatively impact the Company's ability to raise necessary financing. Effects of the Reverse Stock Split Effective Date; Symbol; CUSIP Number In connection with the Reverse Stock Split, FINRA will append the letter "D" to the Company's trading symbol, and the Common Stock is expected to trade under the temporary symbol "BURUD" for 20 business days beginning on the date the Reverse Stock Split becomes market effective. Following that period, the "D" will be removed and the Common Stock will resume trading under the symbol "BURU." The Common Stock will be assigned a new CUSIP number, 67201W509, in connection with the Reverse Stock Split. Split Adjustment; Treatment of Fractional Shares At the effective time, every 40 issued and outstanding shares of Common Stock will be automatically combined into one share of Common Stock. The Reverse Stock Split is expected to reduce the number of issued and outstanding shares from approximately 370,493,812 shares to approximately 9,262,345 shares, subject to issuances, exercises or conversions before the effective time and the treatment of fractional shares. No fractional shares will be issued. The Reverse Stock Split will apply uniformly to all holders of the Company's Common Stock and will not alter any stockholder's percentage ownership or proportional voting power, except for immaterial differences resulting from the treatment of fractional shares. The Reverse Stock Split will not change the $0.0001 par value of the Common Stock. The Company will remain authorized to issue 900,000,000 shares of Common Stock and 50,000,000 shares of preferred stock. Adjustments will be made, in accordance with their respective terms, to outstanding equity awards and securities exercisable, exchangeable or convertible into shares of Common Stock. Delaware State Filing The Company filed a Certificate of Amendment (the “Certificate”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split effective as of the Effective Date. The foregoing description of the Certificate is not complete and is qualified in its entirety by reference to the full text of the Certificate, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Item 3.03 is hereby incorporated by reference into this Item 5.03.