Convertible note brings Nuburu (NYSE: BURU) $125,000 funding

Rhea-AI Filing Summary

Nuburu, Inc. entered into a financing agreement by issuing a $125,000 unsecured, convertible note to Brick Lane Capital Management Limited in a private placement. The note carries no interest while it is not in default, matures on September 2, 2026, and can be converted into common stock at a price equal to 70% of the lowest volume-weighted average price during the five days before conversion.

Stock issuances on conversion are capped at 19.9% of Nuburu’s outstanding common stock as of the agreement date until stockholders approve the transaction, and Brick Lane may not own more than 9.9% of the company’s outstanding common stock at any time. The note is subordinated to the Series A Preferred Stock for dividends and liquidation rights and includes customary representations, covenants, and events of default. The securities were sold under a registration exemption for private placements to an accredited investor.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 02, 2025

Nuburu, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39489	85-1288435
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
7442 S Tucson Way Suite 130
Centennial, Colorado				80112
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (720) 767-1400

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		BURU		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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.

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.

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

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

FAQ

What financing did Nuburu (BURU) announce in this 8-K?

Nuburu issued a $125,000 unsecured, convertible note (the Brick Lane Note) to Brick Lane Capital Management Limited in exchange for a $125,000 capital infusion.

What are the key terms of Nuburu’s Brick Lane convertible note?

The Brick Lane Note is unsecured, has a face amount of $125,000, bears no interest while not in default, and matures on September 2, 2026, with a conversion price equal to 70% of the lowest VWAP during the five days before conversion.

Are there limits on how much Nuburu stock can be issued to Brick Lane?

Yes. Issuances on conversion are limited to 19.9% of Nuburu’s outstanding common stock as of the execution date until stockholders approve the transaction, and Brick Lane cannot hold more than 9.9% of the company’s outstanding common stock at any time.

How does the Brick Lane Note rank relative to Nuburu’s Series A Preferred Stock?

The Brick Lane Note is subordinate to Nuburu’s currently outstanding Series A Preferred Stock with respect to dividend rights and rights on distribution of assets in any liquidation, dissolution, or winding up.

Was Nuburu’s sale of the Brick Lane Note registered with the SEC?

No. 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.

What events can trigger default under Nuburu’s Brick Lane Note?

The note includes customary events of default such as failure to pay required amounts, defaults under covenants, and certain bankruptcy-related events.