Nuburu, Inc. Files 8-K for Material Agreement
Ticker: BURUW · Form: 8-K · Filed: Apr 4, 2024 · CIK: 1814215
Sentiment: neutral
Topics: material-agreement, equity-securities, filing
TL;DR
Nuburu filed an 8-K for a material definitive agreement, likely involving equity. Watch for details.
AI Summary
On April 3, 2024, Nuburu, Inc. entered into a material definitive agreement related to unregistered sales of equity securities. The company, formerly known as Tailwind Acquisition Corp., is incorporated in Delaware and headquartered in Centennial, Colorado.
Why It Matters
This filing indicates a significant event for Nuburu, Inc., potentially involving new equity financing or strategic partnerships that could impact its financial structure and future operations.
Risk Assessment
Risk Level: medium — Material definitive agreements, especially those involving unregistered equity sales, can introduce financial and operational risks that require careful monitoring.
Key Numbers
- 001-39489 — SEC File Number (Identifies the company's filing history with the SEC.)
- 85-1288435 — IRS Employer Identification No. (Company's tax identification number.)
Key Players & Entities
- Nuburu, Inc. (company) — Registrant
- Tailwind Acquisition Corp. (company) — Former company name
- April 03, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of Incorporation
- Centennial, Colorado (location) — Principal Executive Offices
FAQ
What is the nature of the material definitive agreement Nuburu, Inc. entered into?
The filing indicates an 'Entry into a Material Definitive Agreement' and 'Unregistered Sales of Equity Securities' as key items, suggesting the agreement pertains to equity transactions.
When was the earliest event reported in this 8-K filing?
The earliest event reported is dated April 03, 2024.
What was Nuburu, Inc.'s former company name?
Nuburu, Inc.'s former company name was Tailwind Acquisition Corp.
Where are Nuburu, Inc.'s principal executive offices located?
Nuburu, Inc.'s principal executive offices are located at 7442 S Tucson Way, Suite 130, Centennial, Colorado, 80112.
What is the SIC code for Nuburu, Inc.?
The Standard Industrial Classification (SIC) code for Nuburu, Inc. is 3690, categorized under MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES.
Filing Stats: 1,131 words · 5 min read · ~4 pages · Grade level 12 · Accepted 2024-04-04 09:17:42
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share BURU NYSE American LLC
- $3,000,000 — ors agreed to purchase from the Company $3,000,000 of newly issued shares (the "Shares") o
- $0.125 — ock"), at a per Share purchase price of $0.125 per Share. Pursuant to the SPA, the Com
- $0.1625 — e Shares, which will be exercisable for $0.1625 per share of Common Stock and have a 5-
Filing Documents
- buru-20240403.htm (8-K) — 44KB
- buru-ex99_1.htm (EX-99.1) — 23KB
- 0000950170-24-041631.txt ( ) — 192KB
- buru-20240403.xsd (EX-101.SCH) — 26KB
- buru-20240403_htm.xml (XML) — 5KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On April 3, 2024, Nuburu, Inc. ("Nuburu" or the "Company") entered into a Securities Purchase Agreement (the "SPA") with certain accredited investors named therein (the "Investors") pursuant to which the Investors agreed to purchase from the Company $3,000,000 of newly issued shares (the "Shares") of the Company's common stock, par value $0.0001 per share the ("Common Stock"), at a per Share purchase price of $0.125 per Share. Pursuant to the SPA, the Company will issue to the Investors warrants ("Warrants") exercisable for an amount of Common Stock equal to 100% of the Shares, which will be exercisable for $0.1625 per share of Common Stock and have a 5-year term. The Investors will also have the right to nominate two out of seven directors for election to the Company's board of directors. In connection with the SPA, Nuburu agreed to call a special meeting of its stockholders to consider (i) the approval of an amendment to its certificate of incorporation to change the name of the Company and to amend the terms of its Series A Preferred Stock to provide that the "Test Date" shall mean the date that is three (3) years following the original issuance date, and (ii) the authorization of the future issuance of shares of Common Stock that may exceed 20% of the outstanding shares of Common Stock for the purpose of the Company acquiring controlling or non-controlling interests in one or more entities. These changes would allow for the acquisition of additional assets and the strategic diversification of the Company's business. Additional details will be provided in the notice of such special meeting and the related proxy statement. Pursuant to a registration rights agreement among the Company and the Investors, the Company is required to promptly register the Shares and the Common Stock underlying the Warrants. The description above is a summary and is qualified in its entirety by the complete text of the SPA an
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. The information from Item 1.01 is incorporated by reference. The issuance of securities was exempt from registration requirements pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended ("Securities Act"), as the securities were offered and sold solely to accredited investors in a private placement that did not involve any form of general solicitation.
01 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On April 4, 2024, the Company issued a press release relating to the foregoing, a copy of which is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The information furnished in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing. Important Information and Where to Find It This Current Report on Form 8-K does not constitute a solicitation of any vote, consent, or approval from stockholders. In connection with the stockholder approvals described above, the Company intends to file relevant materials with the Securities and Exchange Commission ("SEC"), which will include a proxy statement. The proxy statement will be sent to all stockholders entitled to vote on the proposals. Before making any voting or investment decision, stockholders are urged to read the proxy statement and all other relevant documents filed or that will be filed with the SEC as they become available, because they will contain important information about the proposals. Stockholders will be able to obtain free copies of the proxy statement and all other relevant documents filed or that will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov or by directing a request to NUBURU, INC. at 7442 S. Tucson Way, Suite 130, Centennial, CO 80112. Participants in the Solicitation NUBURU and its directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the proposals. A list of the names of such directors and executive officers, in
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit Description 99.1 Press Release, dated April 4, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Nuburu, Inc. Date: April 4, 2024 By: /s/ Brian Knaley Brian Knaley Chief Executive Officer