Nuburu, Inc. Reports Material Agreement and Equity Sales
Ticker: BURUW · Form: 8-K · Filed: Sep 8, 2025 · CIK: 1814215
Sentiment: neutral
Topics: material-definitive-agreement, financial-obligation, equity-sale
TL;DR
Nuburu just signed a big deal and sold some stock. Watch out.
AI Summary
Nuburu, Inc. entered into a material definitive agreement on September 2, 2025, which involves the creation of a direct financial obligation. The company also reported unregistered sales of equity securities. This filing details these significant financial events for Nuburu, Inc.
Why It Matters
This filing indicates significant financial activity for Nuburu, Inc., including new obligations and equity transactions, which could impact its financial structure and shareholder value.
Risk Assessment
Risk Level: medium — The filing details a material definitive agreement and unregistered sales of equity, which can introduce financial obligations and dilution risks.
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
- September 02, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of Incorporation
- 7442 S Tucson Way Suite 130 (address) — Principal Executive Office Address
- Centennial, Colorado (location) — Principal Executive Office Location
- Tailwind Acquisition Corp. (company) — Former Company Name
FAQ
What is the nature of the material definitive agreement entered into by Nuburu, Inc. on September 2, 2025?
The filing states that Nuburu, Inc. entered into a material definitive agreement, which also resulted in the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.
What type of financial obligation was created by the agreement?
The filing indicates the creation of 'a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant'.
Were there any unregistered sales of equity securities by Nuburu, Inc. reported in this filing?
Yes, the filing explicitly lists 'Unregistered Sales of Equity Securities' as an item of information.
What is the principal business address of Nuburu, Inc.?
The principal business address is 7442 S Tucson Way Suite 130, Centennial, Colorado 80112.
When did Nuburu, Inc. change its name from Tailwind Acquisition Corp.?
The date of the name change from Tailwind Acquisition Corp. to Nuburu, Inc. was June 4, 2020.
Filing Stats: 666 words · 3 min read · ~2 pages · Grade level 11.8 · Accepted 2025-09-08 17:11:47
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share BURU NYSE American LLC
- $125,000 — , in exchange for a capital infusion of $125,000, issued to Brick Lane Capital Managemen
Filing Documents
- buru-20250902.htm (8-K) — 47KB
- 0000950170-25-113607.txt ( ) — 154KB
- buru-20250902.xsd (EX-101.SCH) — 25KB
- buru-20250902_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 September 2, 2025, Nuburu, Inc. (the "Company"), in exchange for a capital infusion of $125,000, issued to Brick Lane Capital Management Limited ("Brick Lane") a $125,000 face amount unsecured, convertible note (the "Brick Lane Note"). The note bears no interest for so long as it is not in default and has a September 2, 2026 maturity date and a conversion price equal to 70% of the lowest VWAP during the 5 days prior to the conversion date. Issuances of Common Stock on conversion of the Brick Lane 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 Brick Lane holding more than 9.9% of the Company's outstanding Common Stock at any time. The Brick Lane 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: September 8, 2025 By: /s/ Alessandro Zamboni Name: Alessandro Zamboni Title: Executive Chairman