Nuburu, INC. 8-K Filing

Ticker: BURUW · Form: 8-K · Filed: Dec 18, 2025 · CIK: 1814215

Sentiment: neutral

Filing Stats: 1,744 words · 7 min read · ~6 pages · Grade level 13.6 · Accepted 2025-12-18 17:15:26

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 17, 2025, Nuburu, Inc. (the "Company") completed a $25 million financing transaction in accordance with a Securities Purchase Agreement (the "Purchase Agreement"), dated December 13, 2025, with YA II PN, LTD. (the "Purchaser"), pursuant to which, in exchange for an aggregate capital infusion of $23,250,000 (the "Purchase Price") from the Purchaser, the Company issued to the Purchaser (i) a debenture (the "Debenture") in the aggregate principal amount of $25,000,000, (ii) warrants (the "Series 1 Warrants") to purchase shares of the Company's common stock, par value $0.0001 per share (the "Common Shares"), exercisable into an aggregate of 80,000,000 Common Shares (the "Series 1 Warrant Shares") for an exercise price of $0.01 per share, (iii) warrants (the "Series 2 Warrants") to purchase Common Shares exercisable into an aggregate of 100,000,000 Common Shares (the "Series 2 Warrant Shares") for an exercise price of $0.25 per share, (iv) warrants ("Series 3 Warrants") to purchase Common Shares exercisable into an aggregate of 25,000,000 Common Shares (the "Series 3 Warrant Shares") for an exercise price of $0.375, and (v) warrants (the "Series 4 Warrants" and together with the Series 1 Warrants, the Series 2 Warrants, and the Series 3 Warrants, collectively, the "Warrants") to purchase Common Shares exercisable into an aggregate of 25,000,000 Common Shares (the "Series 4 Warrant Shares," and together with the Series 1 Warrant Shares, the Series 2 Warrant Shares, and the Series 3 Warrant Shares, the "Warrant Shares") for an exercise price of $0.47. The first installment payment under the Debenture will be due on the 91st day following the date of issuance of the Debenture. The Company is required to obtain stockholder approval (the "Stockholder Approval") in order to issue Warrant Shares to the Purchaser in amounts that exceed 19.99% of the Company's outstanding Common Shares as of immediately prior t

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein in its entirety. The securities were sold in a private placement to accredited investors 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 4.1 Form of Series 1 Warrant to Purchase Common Shares. 4.2 Form of Series 2, Series 3 and Series 4 Warrant to Purchase Common Shares. 4.3 Form of Debenture. 10.1 Securities Purchase Agreement, dated December 13, 2025, between the Company and YA II PN, LTD. 10.2 Registration Rights Agreement, dated December 17, 2025, between the Company and YA II PN, LTD. 10.3 Placement Agency Agreement, dated December 17, 2025, between the Company and Joseph Gunnar & Co., LLC. 104 Cover Page Interactive Data File (formatted as Inline XBRL document).

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) the ability to meet security exchange 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

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 18, 2025 By: /s/ Alessandro Zamboni Alessandro Zamboni Executive Chairman and Co-Chief Executive Officer

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