Nuburu, Inc. Files 8-K Detailing Agreements and Equity Sales

TL;DR

Nuburu filed an 8-K on Aug 19 detailing material agreements, financial obligations, and equity sales.

AI Summary

Nuburu, Inc. announced on August 19, 2024, that it entered into a Material Definitive Agreement. The company also reported the creation of a direct financial obligation and unregistered sales of equity securities. This filing details these significant financial and corporate events for Nuburu, Inc.

Why It Matters

This 8-K filing indicates significant financial activities and potential future obligations for Nuburu, Inc., which could impact its financial standing and stock performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Numbers

• 001-39489 — SEC File Number (Identifies Nuburu, Inc.'s filing with the SEC.)
• 85-1288435 — IRS Employer Identification No. (Nuburu, Inc.'s tax identification number.)

Key Players & Entities

• Nuburu, Inc. (company) — Registrant
• August 19, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 7442 S Tucson Way Suite 130 (address) — Principal Business Address
• Centennial, Colorado 80112 (address) — Principal Business Address City, State, Zip

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share BURU NYSE American LLC
• $148,000 — , in exchange for a capital infusion of $148,000, the Company issued a $148,000 face amo
• $137,000 — enior convertible notes of the Company, $137,000 of which it agreed to extinguish in exc

Filing Documents

• buru-20240819.htm (8-K) — 42KB
• buru-ex10_1.htm (EX-10.1) — 316KB
• buru-ex10_2.htm (EX-10.2) — 171KB
• img173045134_0.jpg (GRAPHIC) — 1KB
• 0000950170-24-100170.txt ( ) — 742KB
• buru-20240819.xsd (EX-101.SCH) — 26KB
• buru-20240819_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Information reported in Item 2.03 is incorporated by reference herein. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On August 19, 2024, Nuburu, Inc. (the "Company") entered into a securities purchase agreement with Esousa Group Holdings LLC ("Esousa") pursuant to which, in exchange for a capital infusion of $148,000, the Company issued a $148,000 face amount unsecured, subordinated convertible note with 15% interest and a 6-month maturity date, and which is convertible into common stock at the lower of a 20% discount to: (a) a 10% premium to the price as of the date of execution, or (b) the lowest daily VWAP during the 10 days prior to conversion. Issuances of common stock on conversion are (i) subject to approval by NYSE American of a supplemental listing application, and (ii) limited to an amount equal to 19.9% of the outstanding common stock as of the date of execution, until such time as the transaction is approved by stockholders. Esousa also holds senior convertible notes of the Company, $137,000 of which it agreed to extinguish in exchange for an unsecured, subordinated convertible note that bears no interest for so long as it is not in default, and has a 6-month maturity date and a conversion price equal to 25% of the closing price the day prior to the conversion date. Both notes are unsecured and subordinated to the Company's outstanding senior convertible notes and junior bridge notes in right of payment, whether in respect to payment or redemptions, interest, damages, upon liquidation or dissolution or otherwise. The transaction documents contain customary representations, warranties, and covenants, and the notes include customary events of default including, but not limited to, failure to pay amounts due when required, default in covenants, bankruptcy events, and suspension or delisting from trading of the comm

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Information reported in Item 2.03 is incorporated by reference herein. The securities were sold in a private placement to an accredited investor in a transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 10.1 Securities Purchase Agreement, dated August 19, 2024, by and between Nuburu, Inc. and Esousa Group Holdings LLC 10.2 Exchange Agreement, dated August 19, 2024, by and between Nuburu, Inc. and Esousa Group Holdings LLC 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: August 23, 2024 By: /s/ Brian Knaley Name: Title: Brian Knaley Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR