Nuburu, Inc. Files 8-K for Material Definitive Agreement

TL;DR

Nuburu just signed a big deal, details TBD.

AI Summary

On November 28, 2025, Nuburu, Inc. entered into a material definitive agreement. The filing does not provide specific details about the agreement, the counterparty, or any associated financial figures. This report is a standard 8-K filing indicating a significant event for the company.

Why It Matters

This filing signals a significant business development for Nuburu, Inc., potentially impacting its operations, partnerships, or financial standing.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and implications of the material definitive agreement.

Key Players & Entities

• Nuburu, Inc. (company) — Registrant
• November 28, 2025 (date) — Date of earliest event reported
• 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
• $500,000 — sideration (the "Consideration") of (i) $500,000 in cash (the "Upfront Consideration") o
• $1,500,000 — deration") on the closing date and (ii) $1,500,000 (the "Deferred Consideration") in the f
• $1,500,000 b — mber of which is determined by dividing $1,500,000 by the volume weighted average price ("VW
• $1,000,000 — arnout payment of up to an aggregate of $1,000,000 to be paid over a period of five years
• $250,000 — ch $500,000 is due on the closing date, $250,000 is expected within 12 months of the clo

Filing Documents

• buru-20251128.htm (8-K) — 47KB
• 0001193125-25-308216.txt ( ) — 156KB
• buru-20251128.xsd (EX-101.SCH) — 25KB
• buru-20251128_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 28, 2025, Nuburu, Inc. (the "Company"), Nuburu Subsidiary, Inc. ("Nuburu Subsidiary"), Paola Zanzola and Alessandro Sala (together with Paola Zanzola, the "Sellers") entered into a binding term sheet, pursuant to which the Company, through Nuburu Subsidiary, intends to acquire all of the ownership interests in Lyocon S.r.l. ("Lyocon"), an Italian laser-engineering and photonics company specializing in advanced laser sources, precision optical systems and customized laser platforms. The term sheet provides that the Company would pay the Sellers consideration (the "Consideration") of (i) $500,000 in cash (the "Upfront Consideration") on the closing date and (ii) $1,500,000 (the "Deferred Consideration") in the form of a convertible promissory note (the "Convertible Note") with a maturity date six months from the closing date (the "Maturity Date"). The Convertible Note would be convertible into shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), the number of which is determined by dividing $1,500,000 by the volume weighted average price ("VWAP") of the Common Stock during the 60-day period preceding the closing date ("Closing Share Price"). Prior to the Maturity Date, each Seller has the right to request its portion of the payment of the Deferred Consideration in cash, rather than in shares of Common Stock. The Company may elect to pay the Deferred Consideration in cash in the event the VWAP of the Common Stock during the 60-day period preceding the Maturity Date is at least 30% higher than the Closing Share Price. The amount of the Consideration is subject to adjustment based on the due diligence conducted by the Company, provided that the Consideration may not be lower than $1,500,000 (the "Floor Value") and the Upfront Consideration would stay the same. In addition, the term sheet provides for an earnout payment of up to an aggregate of $1,000,000 to be paid over

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 not limited to: (1) the ability to meet NYSE American listing standards; (2) the impact of the loss of the Company's patent portfolio through foreclosure; (3) failure to achieve expectations regarding business development and the Company's acquisition strategy; (4) the inability to access sufficient capital to operate; (5) the inability to recognize the anticipated benefits of acquisitions; (6) changes in applicable laws or regulations; (7) adverse economic, business, or competitive factors; (8) volatility in the financial system and markets caused by geopolitical and economic factors; and (9) other risks and uncertainties set forth in the sections entitled "Risk Factors" and "Cautionary Note Regardi

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: December 4, 2025 By: /s/ Alessandro Zamboni Name: Alessandro Zamboni Title: Executive Chairman

View Full Filing

View this 8-K filing on SEC EDGAR