Nuburu, Inc. (NYSE American: BURU) carries a share structure dominated by a single instrument: Series B Preferred stock that converts at $100 divided by the market price, with no meaningful floor above $0.10 per share. That formula means the lower the stock trades, the more common shares each preferred share produces — and each wave of conversions can push the price lower still, enlarging the next wave.
The company's float — the portion of shares freely tradeable by the public — stands at roughly 12.5 million shares. The 718,879 Series B Preferred shares still outstanding would convert into approximately 76.5 million common shares at a recent reference price of $0.94, or roughly 175 million shares at the approximately $0.41 level implied by the company's market capitalization. At the lower figure, the conversion shares alone would exceed the current float by more than fourteen times.
That is the structural fact driving BURU's dilution risk score of 10 out of 10 — the maximum on ShareStructure's scale.
What Can Hit the Market in 90 Days
Three sources of new supply are available on a short timeline. First, approximately 3.9 million shares that are already registered under an effective S-1 — meaning the SEC has cleared them for public resale — can be sold immediately as Series B holders convert. Second, the company filed an S-3 resale registration on October 15 covering 20 million additional conversion shares, roughly 1.6 times the entire float. A side letter imposes monthly financial penalties on the company until that registration becomes effective, creating pressure for rapid SEC clearance. Third, Esousa Group Holdings holds 3,175,191 pre-funded warrants — warrants sold with nearly all the purchase price paid upfront — exercisable at just $0.004 each. Those warrants represent about 25% of the current float.
In total, approximately 27.1 million shares could reach the public market within 90 days.
The Broader Overhang
Beyond the near-term window, the overhang deepens. Around January 17, 2027, Rule 144 tacking — a provision that lets holders of converted securities count the original purchase date toward the required holding period — will free Series B conversion shares for sale without any registration at all. The same date lifts a contractual ban on variable-rate transactions, which would allow the company to resume draws on a $100 million standby equity purchase agreement, or SEPA — a facility where the company sells shares to a committed buyer at 97% of the lowest three-day volume-weighted average price. That facility is held by YA II PN, Ltd.
The authorized share count is 900 million. Only 13.7 million shares are currently outstanding. The gap between authorized and outstanding — the room the company has to issue new shares without a shareholder vote — is enormous.
Counterparty Profile
The Series B holders include Esousa Group Holdings, Avondale Capital, and Ault Lending, all subject to beneficial-ownership blockers — contractual caps that prevent any single holder from exceeding 9.99% of outstanding shares at a given moment (4.99% for Ault). These blockers slow but do not stop conversions; they simply spread the selling across time.
The company has executed three reverse splits in 26 months — 1-for-40, 1-for-4.99, and 1-for-40 — a cumulative reduction of approximately 7,984-to-1. Despite those consolidations, shares outstanding grew roughly 384% over an eleven-month span. Fourteen or more financing transactions have closed in the past 18 months, at a pace of roughly one every five to eight weeks.
NYSE American issued a public warning letter dated October 19, 2026, stating that the next listing-standards violation would trigger immediate suspension of trading.