10-K/A

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-39489

NUBURU, INC.

(Exact name of Registrant as specified in its Charter)


Delaware	85-1288435
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
44 Cook Street, Suite 100 Denver, CO	80206
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (303) 780-7389

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock, par value $0.0001 per share

     BURU

     NYSE American

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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 pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

The aggregate market value of the voting Common Stock held by non-affiliates of the registrant at June 30, 2025 was approximately $24.6 million. Shares of Common Stock beneficially owned by each executive officer and director have been excluded in that such persons may be deemed to be affiliates. This determination of executive officers and directors as affiliates is not necessarily a conclusive determination for any other purposes.

The number of shares of Registrant's Common Stock outstanding as of March 26, 2026 was 154,588,426 shares.

Documents Incorporated by Reference

None.

Table of Contents

EXPLANATORY NOTE

Nuburu, Inc. (referred to herein as the “Company,” “Nuburu,” “we,” “us,” or “our”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend our Annual Report on Form 10-K for the year ended December 31, 2025, originally filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026 (the “Original 10-K”), to include the information required by Items 10 through 14 of Part III of Form 10-K and amend Item 15 of Part IV of the Original 10-K to update the exhibit list. The information required by Items 10 through 14 of Part III of Form 10-K was previously omitted from the Original 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference to our definitive proxy statement if such proxy statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment to include Part III information in our Form 10-K because a definitive proxy statement containing such information may not be filed by the Company within 120 days after the end of the fiscal year covered by the Form10-K.

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Part III, Items 10 through 14 of the Original 10-K are hereby amended and restated in their entirety. Additionally, in accordance with Rules 12b-15 and 13a-14 under the Exchange Act, we have amended Part IV, Item 15 to include currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Since no new financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Similarly, since no financial statements have been included in this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted. The cover page of the Form 10-K is also amended to delete the reference to incorporation by reference with respect to Part III information.

Except for the changes described above, including the filing of related certifications added to the exhibit list in Part IV, this Amendment makes no changes to the Original 10-K. This Amendment does not reflect events occurring after the filing of the Original 10-K or modify disclosures affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original 10-K and other filings with the SEC. Terms used but not otherwise defined in this Amendment have such meaning as ascribed to them in the Original 10-K.

Table of Contents

TABLE OF CONTENTS


		Page
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	1
ITEM 11.	EXECUTIVE COMPENSATION	5
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	9
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	11
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	14

PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	16

Table of Contents

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information about Our Board of Directors and Executive Officers

Board of Directors

The following sets forth certain information, as of April 24, 2026, about each member of our Board of Directors (the “Board”), including a discussion of their specific experience, qualifications, attributes, or skills that led to the conclusion that they should serve as directors.


Name	Age	Position(s)	Position Since
Alessandro Zamboni	47	Executive Chairman Co-CEO	2025
Dario Barisoni	58	Director Co-CEO	2025
Matteo Ricchebuono	50	Director	2025
Shawn Taylor	63	Director	2025

Alessandro Zamboni is Chairman of the Board and Co-CEO of the Company. He also serves as Co-CEO and director of Nuburu Subsidiary, Inc., Chairman of Nuburu Defense, LLC, and a director of Lyocon S.r.l (“Lyocon”), a wholly-owned subsidiary of Nuburu Subsidiary, Inc. Mr. Zamboni worked for 11 years from 2003 to 2014 as equity partner and managing director of the management consulting company NIKE Group S.p.A., now part of Accenture, which specializes in regulatory and internal controls for banks and insurance firms. In 2014, Mr. Zamboni founded The AvantGarde Group, a venture builder based in Milan, Italy, which launched “Supply@ME,” a working capital (inventory) monetization platform listed on the UK Main Market since 2020, and “RegTech Open Project,” an operational resilience software platform recently listed on the UK Main Market. He is also the founding member of DevoLab, the SDA Bocconi’ think tank group focused on exponential technologies and innovations. Mr. Zamboni has served as the Chief Executive Officer of Supply@ME Capital plc. since March 2020 and has served since January 2025 as Executive Director of Orbit S.r.l. (“Orbit”), formerly known as 1AF2 S.r.l., an Italian software company specializing in digitalizing operational resilience solutions for mission-critical corporations, which is owned approximately 22% by Mr. Zamboni and approximately 78% by the Company. Mr. Zamboni holds a Bachelor of Arts (BA) degree in Economics from the University of Turin in Turin, Italy.

We believe Mr. Zamboni is qualified to serve on the Board based on his extensive experience with strategic investing, capital raising, and business consulting.

Dario Barisoni has served as Co-CEO of the Company since 2025. He also serves as Co-CEO and director of Nuburu Subsidiary, Inc., CEO of Nuburu Defense, LLC, Chairman of Lyocon, and a director of Orbit. He brings over two decades of expertise in the technology sector, with a focus on optoelectronics, electronics, and international business. His career spans senior leadership roles across Europe, the Middle East, and Asia, with a strong track record in market expansion, mergers and acquisitions, internationalization, and establishing international joint ventures and partnerships. He has served as the Co-founder and Managing Director of Bionexus, a start-up with a focus on mergers and acquisitions in the healthcare sector, since 2024; Managing Partner of 2Invest, an investment company with focus in the Energy, Technology, IT sectors and financial services, since 2023. Prior to founding Bionexus and 2Invest, from 2012 to 2023, Mr. Barisoni served as CEO Middle East and Asia to SIAE Microelectronica, a global telecom supplier specializing in digital high-tech infrastructures for utility companies and telecom operators. As regional CEO, Mr. Barisoni established and expanded several subsidiaries across Asia and the Middle East, led multi-million-dollar telecom infrastructure projects, spearheaded sales and business development for Asia and the Middle East, and led legal, financial, operational, sales and human resources departments. Prior to this role, he has held executive positions for a range of European based, technology manufacturing companies including the German Rohde & Schwarz, Marconi plc, and Pirelli Cables and Systems (now Prysmian). He was also a director of Arpa fzco, a start-up with a focus on mergers and acquisitions, internationalization processes, and general services. Mr. Barisoni has also served as a Board Member of the Italian Business Council UAE, a Dubai organization that associates all of the Italian enterprises operating or doing business in the country, since 2021; and as a Board Member of the Italian Chamber of Commerce to South East Asia since 2009. Mr. Barisoni holds an Executive MBA from POLIMI Graduate School of Management, Milan, Italy and a Master of Science in Optoelectronic Engineering from Politecnico di Milano, Milan, Italy.

We believe Mr. Barisoni is qualified to serve on the Board due to his extensive leadership experience, corporate transactional and growth expertise, and knowledge of the technology and manufacturing sectors.

Matteo Ricchebuono was the sole administrator of SFE Société Financière Européenne SA, a financial holding and advisory company, from January 2024 until his resignation in November 2025, but continues to serve in prorogatio. Mr. Ricchebuono has also served since May 2014 as a member of the Board Monaco MC of Groupe Financier de Gestion SAM, which is the investment manager of GFG Funds, a Luxembourg SICAV that manages four fixed income-focused funds available for European distribution. Prior to this

Table of Contents

role, Mr. Ricchebuono was a partner of Global Funds Europe in London, United Kingdom (UK), from March 2014 through February of 2020. Global Funds Europe acts as a distributor of third-party investment funds to Italian institutional investors and is the sole distributor for Lazard Feres Gestion in Italy. Prior to this role, Mr. Ricchebuono was in the Institutional Client Group and in the Debt Capital Market Group with Deutsche Bank in London, UK, from April 2006 through January 2014. Prior to this role, Mr. Ricchebuono was with UBS in London, UK, from July 2005 through March 2006. Mr. Ricchebuono also served at the retail desk of Banca IMI in Milan, Italy, which developed a range of retail financial products. Mr. Ricchebuono holds a Masters degree in Economics from the Bocconi University in Milan, Italy.

We believe Mr. Ricchebuono is qualified to serve on the Board based on his extensive experience in the financial services industry and capital raising.

Shawn Taylor is a seasoned fractional Chief Financial Officer with over 20 years of experience in SaaS Technology, Media, and high-value intellectual property sectors. With a track record of success in both start-up and scale-up environments, he has played pivotal roles in venture capital-funded and publicly traded companies. His expertise encompasses corporate finance, initial public offerings, equity and debt financings, strategic restructurings, and merger and acquisition transactions. Mr. Taylor served as Chief Financial Officer for the following companies: Bolt Global Media Ltd, a Web3 technology company, from August 2022 to December of 2023; Quickmove Ltd., an online luxury goods resale platform handling the end to end sale of second hand designer goods for consumers, from January of 2021 to February 2022; Gibbs Hybrid Ltd., a recruitment and outsourcing business focused on the supply of high quality talent to financial and technology blue chip customers, from August of 2019 to December 2020; and Abal plc (formerly Imaginatik plc) from August 2005 to August 2019. Mr. Taylor’s career highlights include spearheading the initial public offering of Imaginatik on the London Stock Exchange’s AIM market, scaling businesses to significant revenue growth and negotiating high-value trade sales. Mr. Taylor has been a fellow of and is a Chartered Accountant with the Institute of Chartered Accountants in England and Wales since 1990. Mr. Taylor holds a BSc in Geography from Kings College, London University.

We believe Mr. Taylor is qualified to serve on the Board due to his extensive financial expertise, knowledge of the capital markets and substantive experience in growing technology companies.

Executive Officers

The following is biographical information for our executive officers, including their ages as of April 24, 2026.


Name	Age	Position
Alessandro Zamboni	47	Executive Chairman and Co-CEO
Dario Barisoni	58	Co-CEO

Alessandro Zamboni is the Company's Executive Chairman, Co-CEO and a member of the Board. Please see Mr. Zamboni’s biography set forth above in the section titled “Board of Directors.”

Dario Barisoni is the Company’s Co-CEO and a member of the Board. Please see Mr. Barisoni’s biography set forth above in the section titled “Board of Directors.”

Code of Business Conduct and Ethics

Our Board has adopted a code of business conduct and ethics (the “Code of Conduct”), applicable to all of our employees, executive officers and directors. The Code of Conduct is available on our website. Information contained on or accessible through our website is not a part of this proxy statement. The N&CG Committee is responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers and directors. We expect that any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website.

Corporate Governance Guidelines

We believe in sound corporate governance practices and have adopted formal Corporate Governance Guidelines to enhance our effectiveness. Our Board adopted these Corporate Governance Guidelines to ensure that it has the necessary practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The Corporate Governance Guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices our Board follows with respect to board and committee composition and selection, board meetings, Chief Executive Officer performance evaluation and management development and succession planning for senior management, including the Co-Chief Executive Officer positions, as well as minimum shareholding requirements for our officers and directors. A copy of our Corporate Governance Guidelines is available on the “Corporate Governance” section of our website.

Table of Contents

Insider Trading Policy

The Board has adopted an insider trading policy and procedures governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and consultants that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE American listing standards. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to the Original 10-K.

Leadership Structure of the Board of Directors

Our Board does not have a formal policy regarding the separation of the roles of Chief Executive Officer and Chairperson of the Board, as our Board believes that it is in the best interest of the Company to make that determination based on the direction of the Company and the current membership of the Board. The Board believes that our stockholders are best served at this time by having Mr. Zamboni serve as Executive Chairman and Co-CEO of the Company as well as the Chairman of our Board. The Board will continue to evaluate whether to appoint a lead independent director and may do so in the future.

Role of Board of Directors in Risk Oversight Process

One of the key functions of the Board is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure and the Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and risk management is undertaken.

The Audit Committee also is responsible for oversight of our disaster recovery procedures and cybersecurity risks. The Company’s Compensation Committee also assesses and monitors whether the Company’s compensation plans, policies and programs comply with applicable legal and regulatory requirements.

Board Committees

The Company’s Board has three standing committees - an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Copies of the charters for each committee are available on the Company’s website, provided that nothing at such website is incorporated herein.

The following table provides information on the Board’s committee memberships as of April 24, 2026:


Name	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Independent
Alessandro Zamboni
Dario Barisoni
Matteo Ricchebuono	X	Chair	Chair	X
Shawn Taylor	Chair	X	X	X

Audit Committee

The Company’s Audit Committee consists of Shawn Taylor and Matteo Ricchebuono. Our Audit Committee currently consists of two directors. The Board has determined that each of the members of the Audit Committee satisfies the independence requirements of NYSE American and Rule 10A-3 under the Exchange Act and is able to read and understand fundamental financial statements in accordance with NYSE American’s Audit Committee requirements. In arriving at this determination, the Board examined each Audit Committee member’s scope of experience and the nature of his prior and/or current employment.

Shawn Taylor serves as the chair of the Audit Committee. The Board has determined that Mr. Taylor qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of NYSE American’s rules. In making this determination, the Board considered Mr. Taylor’s formal education and previous experience in financial roles. Both the Company’s independent registered public accounting firm and management periodically meet privately with the Company’s Audit Committee.

Table of Contents

The functions of the Audit Committee include, among other things:

•

evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors;

•

reviewing our financial reporting processes and disclosure controls;

•

reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;

•

reviewing the adequacy and effectiveness of our internal control policies and procedures, including the responsibilities, budget, staffing and effectiveness of our internal audit function;

•

reviewing with the independent auditors the annual audit plan, including the scope of audit activities and all critical accounting policies and practices to be used by the Company;

•

obtaining and reviewing at least annually a report by our independent auditors describing the independent auditors’ internal quality control procedures and any material issues raised by the most recent internal quality-control review;

•

monitoring the rotation of partners of our independent auditors on our engagement team as required by law;

•

prior to engagement of any independent auditor, and at least annually thereafter, reviewing relationships that may reasonably be thought to bear on its independence, and assessing and otherwise taking the appropriate action to oversee the independence of our independent auditor;

•

reviewing our annual and quarterly financial statements and reports, including the disclosures contained in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of such periodic reports, and discussing the statements and reports with our independent auditors and management;

•

reviewing with our independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy, and effectiveness of our financial controls and critical accounting policies;

•

reviewing with management and our auditors any earnings announcements and other public announcements regarding material developments;

•

establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding financial controls, accounting, auditing or other matters;

•

preparing the report that the SEC requires in our annual proxy statement;

•

reviewing and providing oversight of any related party transactions in accordance with our related party transactions policy and reviewing and monitoring compliance with legal and regulatory responsibilities, including our code of ethics;

•

reviewing our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management is implemented; and

•

reviewing and evaluating on an annual basis the performance of the Audit Committee and the Audit Committee Charter.

Compensation Committee

Our Compensation Committee consists of Shawn Taylor and Matteo Ricchebuono. The Company’s Board has determined that each of the members of the Compensation Committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act, and satisfies the independence requirements of NYSE American.

The functions of the Compensation Committee include, among other things:

•

reviewing and approving the corporate objectives that pertain to the determination of executive compensation;

•

reviewing and approving the compensation and other terms of employment of our executive officers;

•

reviewing and approving performance goals and objectives relevant to the compensation of our executive officers and assessing their performance against these goals and objectives;

•

making recommendations to our Board regarding the adoption or amendment of equity and cash incentive plans and approving amendments to such plans to the extent authorized by our Board;

•

reviewing and making recommendations to our Board regarding the type and amount of compensation to be paid or awarded to our non-employee board members;

•

reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange Act;

•

administering our equity incentive plans, to the extent such authority is delegated by our Board;

•

reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections, indemnification agreements and any other material arrangements for our executive officers;

Table of Contents

•

reviewing with management our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such periodic report or proxy statement;

•

preparing an annual report on executive compensation to be included in our annual proxy statement, to the extent required by the SEC; and

•

reviewing and evaluating on an annual basis the performance of the Compensation Committee and recommending such changes as deemed necessary with our Board.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee (the “N&CG Committee”) consists of Shawn Taylor and Matteo Ricchebuono. Our Board has determined that each of the members of our N&CG Committee satisfies the independence requirements of NYSE American. The functions of the N&CG Committee include, among other things:

•

identifying, reviewing and making recommendations of candidates to serve on our Board;

•

evaluating the performance of our Board, committees of our Board and individual directors and determining whether continued service on our Board is appropriate;

•

evaluating nominations by stockholders of candidates for election to our Board;

•

evaluating the current size, composition and organization of our Board and its committees and making recommendations to our Board for approvals;

•

developing a set of corporate governance policies and principles and recommending to our Board any changes to such policies and principles;

•

reviewing issues and developments related to corporate governance and identifying and bringing to the attention of our Board current and emerging corporate governance trends; and

•

reviewing periodically the N&CG Committee charter, structure and membership requirements and recommending any proposed changes to our Board, including undertaking an annual review of its own performance.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires that our directors, executive officers, and greater than 10% stockholders file reports with the SEC relating to their beneficial ownership of our securities. These reports are commonly referred to as Form 3, Form 4 and Form 5 reports. Based solely on a review of forms filed with the SEC and written representations from the reporting persons, we believe that for the year ended December 31, 2025, there was (i) the late filing of a Form 3 on February 5, 2026 for Dario Barisoni in connection with his appointment as a director on December 31, 2024, (ii) the filing of a Form 5 on February 5, 2026 for Dario Barisoni with respect to two transactions on October 1, 2025; (iii) the late filing of a Form 3 on February 5, 2026 for Shawn Taylor in connection with his appointment as a director on December 31, 2024, (iv) the filing of a Form 5 on February 5, 2026 for Shawn Taylor with respect to one transaction on October 1, 2025; (iii) the late filing of a Form 3 on February 13, 2026 for Matteo Ricchebuono in connection with his appointment as a director on April 30, 2024, (iv) the filing of a Form 5 on February 13, 2026 for Matteo Ricchebuono with respect to one transaction on October 1, 2025; (v) the late filing of a Form 3 on April 22, 2026 for Alessandro Zamboni in connection with his appointment as a director on April 30, 2024; and (vi) the late filing of a Form 4 on April 22, 2026 for Alessandro Zamboni with respect to one transaction on October 1, 2025 and one transaction on December 31, 2025.

ITEM 11. EXECUTIVE COMPENSATION

Executive Officer Compensation

The following is a discussion and analysis of compensation arrangements of our named executive officers, or “NEOs.” As a “smaller reporting company” as defined in SEC rules, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to smaller reporting companies.

We seek to ensure that the total compensation paid to our executive officers is reasonable and competitive. Compensation of our executives is structured around the achievement of individual performance and near-term corporate targets as well as long-term business objectives.

Our NEOs for the year ended December 31, 2025 are as follows:

•

Alessandro Zamboni, Executive Chairman and Co-Chief Executive Officer

•

Dario Barisoni, Co-Chief Executive Officer;

•

Brian Knaley, former Chief Executive Officer; and

•

Brian Faircloth, former Chief Operating Officer.

Table of Contents

We effected a reverse stock split on February 27, 2026, and our Common Stock began trading on a 1-for-4.99 split-adjusted basis (with every 4.99 shares being converted into a single share) at the commencement of trading on March 2, 2026 (the “2026 Reverse Stock Split”). Unless otherwise stated, information in this Annual Report on Form 10-K reflects the impact of the 2026 Reverse Stock Split.

Summary Compensation Table

The following table sets forth total compensation paid to our named executive officers for the years ended December 31, 2025, and December 31, 2024.


Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)(2)		All Other Compensation ($) (3)		Total ($)
Alessandro Zamboni (4)	2025	$	380,000	$	530,000	$	288,452	$	—	$	—	$	1,198,452
Executive Chairman and Co-Chief Executive Officer
Dario Barisoni (5)	2025	$	110,000	$	650,000	$	288,452	$	15,267	$	37,500	$	1,101,219
Co-Chief Executive Officer
Brian Knaley (6)	2025	$	233,591	$	—	$	—	$	—	$	2,914	$	236,505
Former Chief Executive Officer	2024	$	388,726	$	—	$	246,001	$	123,740	$	—	$	758,467
Brian Faircloth (7)	2025	$	355,614	$	—	$	—	$	—	$	3,153	$	358,767
Former Chief Operating Officer	2024	$	148,650	$	—	$	—	$	—	$	—	$	148,650

(1)

The amounts in this column represent the aggregate grant-date fair value of awards of RSUs granted to the applicable named executive officer for the applicable year, computed in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (“ASC 718”). For a discussion of the assumptions made by the Company in determining the grant-date fair value of the Company’s RSU awards, please see Note 13 in Item 8 of the Original 10-K.

(2)

The amounts in this column represent the aggregate grant-date fair value of stock options granted to the applicable named executive officer for the applicable year, computed in accordance with ASC 718. For a discussion of the assumptions made by the Company in determining the grant-date fair value of the Company’s stock option awards, please see Note 13 in Item 8 in the Original 10-K. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the Company’s NEOs.

(3)

The amounts in this column include payments for medical, dental, vision benefits, life insurance, and long-term disability benefits paid to the applicable named executive officer for the applicable year. For Mr. Barisoni, the amount presented includes fees paid for his role as a member of the Board of Directors.

(4)

Mr. Zamboni was appointed as Executive Chairman of the Company on January 13, 2025 and as Co-CEO of the Company on October 1, 2025.

(5)

Mr. Barisoni was appointed as Co-CEO of the Company on October 1, 2025.

(6)

Mr. Knaley served as the Company’s Chief Financial Officer from February 21, 2022 until October 31, 2023 and as the Company’s Chief Executive Officer from November 1, 2023 until January 30, 2025. Effective January 31, 2025, Mr. Knaley resigned as Chief Executive Officer and a director of the Company. He continued to support the Company through its leadership transition via special projects until July 2025.

(7)

Mr. Faircloth ceased to be an employee of the Company effective October 31, 2025 upon the termination of his employment agreement with the Company. Included in Mr. Faircloth’s salary is $306,000 paid to a company owned by Mr. Faircloth as compensation for services provided to the Company.

Table of Contents

Outstanding Equity Awards at Fiscal Year End on December 31, 2025

The following table lists all outstanding equity awards held by our NEOs as of December 31, 2025. The amounts below have been adjusted to reflect the 2026 Reverse Stock Split.<

Amendment: SEC Form 10-K/A filed by Nuburu Inc.