Nuburu, Inc. Enters Material Definitive Agreement

Ticker: BURUW · Form: 8-K · Filed: Sep 17, 2025 · CIK: 1814215

Sentiment: neutral

Topics: material-definitive-agreement, corporate-action

TL;DR

Nuburu just signed a big deal, filing an 8-K for a Material Definitive Agreement.

AI Summary

Nuburu, Inc. announced on September 15, 2025, that it entered into a Material Definitive Agreement. The company, formerly known as Tailwind Acquisition Corp., is incorporated in Delaware and operates in the miscellaneous electrical machinery sector.

Why It Matters

This filing indicates a significant new contract or partnership for Nuburu, Inc., which could impact its future revenue and operational trajectory.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can carry risks related to the terms, execution, and potential impact on the company's financial health.

Key Players & Entities

FAQ

What is the nature of the Material Definitive Agreement entered into by Nuburu, Inc.?

The filing states that Nuburu, Inc. entered into a Material Definitive Agreement on September 15, 2025, but the specific details of the agreement are not provided in this excerpt.

When was this 8-K filing submitted?

The 8-K filing was submitted on September 17, 2025, with the date of the earliest event reported being September 15, 2025.

What was Nuburu, Inc.'s former name?

Nuburu, Inc.'s former name was Tailwind Acquisition Corp., with a date of name change on June 4, 2020.

Where is Nuburu, Inc. headquartered?

Nuburu, Inc. is headquartered at 7442 S Tucson Way, Suite 130, Centennial, Colorado, 80112.

What is Nuburu, Inc.'s primary business classification?

Nuburu, Inc. is classified under Standard Industrial Classification 3690: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES.

Filing Stats: 2,099 words · 8 min read · ~7 pages · Grade level 13.7 · Accepted 2025-09-16 19:06:18

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 16, 2025, Nuburu, Inc. (the "Company") consummated a best efforts public offering (the "Offering") of an aggregate of (i) 32,373,536 shares (the "Shares") of common stock, par value $0.0001 per share ("Common Stock"), of the Company, (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 51,660,075 shares of Common Stock (the "Pre-Funded Warrant Shares"), and (iii) warrants (the "Common Warrants") to purchase up to 126,050,417 shares of Common Stock ("Common Warrant Shares"). Each Share or Pre-Funded Warrant was sold together with one Common Warrant to purchase 1.5 shares of Common Stock. The combined offering price for each Share and Common Warrant was $0.1428, and the combined offering price for each Pre-Funded Warrant and accompanying Common Warrant was $0.1427. The Pre-Funded Warrants have an exercise price of $0.0001 per share, be exercisable immediately and expire when exercised in full. Each Common Warrant has an exercise price of $0.1714 per share and is immediately exercisable. The Common Warrants expire on the five-year anniversary of the date of issuance. The net proceeds of the Offering, after deducting the fees and expenses of the Placement Agent (as defined below), described in more detail below, and other offering expenses payable by the Company, are expected to be approximately $10.9 million. The Company intends to use the net proceeds from this Offering to support the phased acquisitions of businesses and for working capital and general corporate purposes. In connection with the Offering, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional and retail investors. Pursuant to the Purchase Agreement, the Company agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or any securities convertible into or exercisable or exchangeable fo

01 Other Events

Item 8.01 Other Events. The Company issued a press release for the pricing of the Offering on September 15, 2025 and a press release for the closing of the Offering on September 16, 2025. Copies of the press releases are furnished as Exhibits 99.1 and 99.2 hereto and are incorporated by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1* Placement Agency Agreement, dated September 15, 2025, between Nuburu, Inc. and Joseph Gunnar & Co., LLC 4.1 Form of Warrant to Purchase Common Stock (filed as Exhibit 4.6 to the Registrant's Registration Statement on Form S-1 filed on September 10, 2025 (No. 333-290147) and incorporated herein by reference) 4.2 Form of Pre-Funded Common Stock Purchase Warrant (filed as Exhibit 4.7 to the Registrant's Registration Statement on Form S-1 filed on September 10, 2025 (No. 333-290147) and incorporated herein by reference) 4.3 Form of Placement Agent's Purchase Warrant (filed as Exhibit 4.8 to the Registrant's Registration Statement on Form S-1 filed on September 10, 2025 (No. 333-290147) and incorporated herein by reference) 10.1* Form of Securities Purchase Agreement, dated September 15, 2025, by and between Nuburu, Inc. and the purchasers party thereto 99.1* Press Release, dated as of September 15, 2025 99.2* Press Release, dated as of September 16, 2025 104 Cover Page Interactive Data File (formatted as Inline XBRL document). * Filed herewith. ** Certain schedules and exhibits have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

Forward-Looking Statements

Forward-Looking Statements This Current Report contains certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this Current Report may be forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including "may," "should," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," "plan," "seek," "targets," "projects," "could," "would," "continue," "forecast," or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts, and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Many factors may cause the Company's actual results to differ materially from current expectations, including but are not limited to: (1) anticipated net proceeds and use of proceeds from the Offering, (2) the ability to meet security exchange listing standards; (3) the impact of the loss of the Company's patent portfolio through foreclosure; (4) failure to achieve expectations regarding business development and the Company's acquisition strategy; (5) the inability to access sufficient capital to operate; (6) the inability to realize the anticipated benefits of acquisitions; (7) changes in applicable laws or regulations; (8) adverse economic, business, or competitive factors; (9) financial market volatility due to geopolitical and economic factors; and (10) other risks and uncertainties set forth in the sectio

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 16, 2025 By: /s/ Alessandro Zamboni Name: Alessandro Zamboni Title: Executive Chairman

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