Nuburu, Inc. Files 8-K on Material Agreements & Equity Sales

TL;DR

Nuburu filed an 8-K detailing new deals, debt, and stock sales from Aug 18.

AI Summary

Nuburu, Inc. filed an 8-K on August 20, 2025, reporting on events that occurred on August 18, 2025. The filing indicates the company entered into a material definitive agreement, created a direct financial obligation, and had unregistered sales of equity securities. It also includes financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions by Nuburu, Inc., including new financial obligations and equity transactions, which could impact its financial structure and shareholder value.

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 Players & Entities

• Nuburu, Inc. (company) — Registrant
• August 18, 2025 (date) — Earliest event reported
• August 20, 2025 (date) — Date of report
• Tailwind Acquisition Corp. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share BURU NYSE American LLC
• $225,000 — , in exchange for a capital infusion of $225,000, issued to Indigo Capital LP ("Indigo")

Filing Documents

• buru-20250818.htm (8-K) — 47KB
• buru-ex10_1.htm (EX-10.1) — 20KB
• buru-ex10_2.htm (EX-10.2) — 192KB
• 0000950170-25-110481.txt ( ) — 366KB
• buru-20250818.xsd (EX-101.SCH) — 25KB
• buru-20250818_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 18, 2025, Nuburu, Inc. (the "Company"), in exchange for a capital infusion of $225,000, issued to Indigo Capital LP ("Indigo") a $225,000 face amount unsecured, convertible note (the "Indigo Note"). The note bears no interest for so long as it is not in default and has an August 17, 2026 maturity date and a conversion price equal to 80% of the lowest VWAP during the 5 days prior to the conversion date. Issuances of Common Stock on conversion of the Indigo Note are 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, and may not result in Indigo holding more than 9.9% of the Company's outstanding Common Stock at any time. The Indigo Note is also subordinate to the currently outstanding Series A Preferred Stock, solely with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The foregoing transaction documents contain customary representations, warranties, and covenants, including customary events of default including, but not limited to, failure to pay amounts due when required, default in covenants, and bankruptcy events.

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. Exhibit No. Description (d) Exhibits 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 20, 2025 By: /s/ Alessandro Zamboni Name: Alessandro Zamboni Title: Executive Chairman

View Full Filing

View this 8-K filing on SEC EDGAR