Nuburu, Inc. Files 8-K with Material Agreements

TL;DR

Nuburu filed an 8-K on Oct 7th covering material agreements and equity sales. Watch for details.

AI Summary

On October 7, 2024, Nuburu, Inc. filed an 8-K report detailing a material definitive agreement and unregistered sales of equity securities. The filing also includes financial statements and exhibits, indicating ongoing business activities and potential financial transactions for the company.

Why It Matters

This filing signals significant corporate actions and financial disclosures by Nuburu, Inc., which could impact investors' understanding of the company's current status and future prospects.

Risk Assessment

Risk Level: medium — 8-K filings often contain material information that can lead to stock price volatility, especially those related to definitive agreements or equity sales.

Key Players & Entities

• Nuburu, Inc. (company) — Registrant
• Tailwind Acquisition Corp. (company) — Former Company Name
• October 07, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share BURU NYSE American LLC
• $3 million — e capital infusion from the Investor of $3 million at current market price, (ii) subsequen
• $1,250,000 — ) subsequentweekly capital infusions of $1,250,000 at market price until an additional $10
• $10 million — 000 at market price until an additional $10 million has been invested; (iii) the acquisitio
• $1.00 — of certain outstanding notes, with each $1.00 of debt converted into $2.00 of common
• $2.00 — with each $1.00 of debt converted into $2.00 of common stock at market price; (iv) a
• $2.2 million — g a current cash value of approximately $2.2 million; and (v) the implementation of a $50 mi
• $50 million — illion; and (v) the implementation of a $50 million equity line of credit (the "ELOC") purs
• $0.438 — ck, with an effective purchase price of $0.438 per share, for aggregate gross proceeds
• $2,500,000 — for the prices provided in the ELOC, a $2,500,000 advance on the ELOC is available to the

Filing Documents

• buru-20241007.htm (8-K) — 47KB
• buru-ex10_1.htm (EX-10.1) — 359KB
• buru-ex10_2.htm (EX-10.2) — 214KB
• 0000950170-24-113319.txt ( ) — 822KB
• buru-20241007.xsd (EX-101.SCH) — 26KB
• buru-20241007_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Master Transaction Terms On October 1, 2024, Nuburu, Inc. (the "Company") entered into a master transaction terms agreement (the "Master Agreement") with Liqueous LP, a Delaware limited partnership (the "Investor") pursuant to which, the Company and the Investor established a strategic financing framework for short-term and long-term financing for the Company. The Master Agreement provides for: (i) an immediate capital infusion from the Investor of $3 million at current market price, (ii) subsequentweekly capital infusions of $1,250,000 at market price until an additional $10 million has been invested; (iii) the acquisition and conversion of certain outstanding notes, with each $1.00 of debt converted into $2.00 of common stock at market price; (iv) an adjustment to current market price of certain outstanding pre-funded warrants held by the Investor having a current cash value of approximately $2.2 million; and (v) the implementation of a $50 million equity line of credit (the "ELOC") pursuant to which the Company may require the Investor to purchase common stock from time-to-time in the amounts and for the prices determined in accordance with the terms of the ELOC. Before the ELOC may be fully utilized, shares subject to the ELOC must be registered for resale and the Company must obtain consent from stockholders to issue shares in excess of 19.99% of the Company's common stock as of the date of the ELOC. Initial Investments As provided in the Master Agreement, on October 1, 2024, the Company entered into two Securities Purchase Agreements with the Investor pursuant to which the Investor will acquire pre-funded warrants on substantially the same terms as prior pre-funded warrants executed between the parties: (i) the first providing for the acquisition by the Investor of pre-funded warrants exercisable for an aggregate of 6,849,315 shares of common stock, with an effective purchase price of $0.438 per sha

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The disclosure set forth above in Item 1.01 is incorporated by reference herein. The shares of common stock to be offered and sold in connection with the financings described above have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) thereof.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 10.1 Common Stock Purchase Agreement, dated October 1, 2024, by and between Nuburu, Inc. and Liqueous, LP 10.2 Registration Rights Agreement, dated October 1, 2024, by and between Nuburu, Inc. and Liqueous, LP 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: October 7, 2024 By: /s/ Brian Knaley Name: Title: Brian Knaley Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR