[8-K] Nuburu, Inc. Reports Material Event

Rhea-AI Filing Summary

Nuburu (NYSE: BURU) has entered into significant convertible note transactions with Bomore Opportunity Group on June 18, 2025. The company executed two key transactions:

• Issued a $1,050,000 convertible note in exchange for 100,000 shares of Series A Preferred Stock
• Issued a $250,000 convertible note in exchange for new capital investment

Both notes are unsecured, non-interest bearing (if not in default), and mature on June 17, 2026. The conversion price is set at the lowest VWAP during the 5 days prior to conversion. Key restrictions include:

• Common stock issuance on conversion limited to 19.9% of outstanding shares until stockholder approval
• Bomore's ownership capped at 9.9% of outstanding common stock
• Notes are subordinate to Series A Preferred Stock regarding dividends and liquidation rights

Positive

• Secured $250,000 in new capital through convertible note issuance to Bomore Opportunity Group
• Restructured Series A Preferred Stock by exchanging 100,000 shares for a $1.05M convertible note, potentially simplifying capital structure

Negative

• Convertible notes' conversion price is set at the lowest VWAP during 5 days prior to conversion, which could lead to significant dilution for existing shareholders
• New convertible notes require stockholder approval for conversions exceeding 19.9% of outstanding common stock
• Company's need for additional financing and restructuring of preferred stock may indicate cash flow challenges

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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): June 18, 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 June 18, 2025, Nuburu, Inc. (the “Company”) entered into the following transactions with Bomore Opportunity Group Ltd (“Bomore”):

• in exchange for transferring 100,000 shares of the Company’s outstanding Series A Preferred Stock to the Company, the Company issued to Bomore a $1,050,000 face amount unsecured, convertible note. The note bears no interest for so long as it is not in default and has an June 17, 2026 maturity date and a conversion price equal to the lowest VWAP during the 5 days prior to the conversion date; and

• in exchange for a capital infusion of $250,000, the Company issued to Bomore a $250,000 face amount unsecured, convertible note. The note bears no interest for so long as it is not in default and has a June 17, 2026 maturity date and a conversion price equal to the lowest VWAP during the 5 days prior to the conversion date.

Issuances of Common Stock on conversion of such notes 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 Bomore holding more than 9.9% of the Company’s outstanding Common Stock at any time. The notes are 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:	June 24, 2025	By:	/s/ Alessandro Zamboni
			Name: Alessandro Zamboni Title: Executive Chairman

FAQ

What financing transaction did BURU announce in its June 24, 2025 8-K filing?

BURU entered into two convertible note transactions with Bomore Opportunity Group Ltd on June 18, 2025: 1) A $1,050,000 convertible note in exchange for 100,000 shares of Series A Preferred Stock, and 2) A $250,000 convertible note in exchange for $250,000 in capital. Both notes are unsecured, non-interest bearing unless in default, and mature on June 17, 2026.

What are the key terms of BURU's June 2025 convertible notes?

The convertible notes have a maturity date of June 17, 2026 and bear no interest while not in default. The conversion price is equal to the lowest VWAP during the 5 days prior to conversion. Conversions are limited to 19.9% of outstanding common stock until stockholder approval, and Bomore cannot hold more than 9.9% of BURU's common stock at any time. The notes are subordinate to Series A Preferred Stock regarding dividends and liquidation rights.

How much new capital did BURU raise through the June 2025 Bomore transaction?

BURU raised $250,000 in new capital through one of the convertible notes issued to Bomore Opportunity Group Ltd. The other $1,050,000 note was issued in exchange for existing Series A Preferred Stock rather than new capital.

What restrictions apply to the conversion of BURU's June 2025 convertible notes?

The conversion of the notes has two key restrictions: 1) Common stock issuances are limited to 19.9% of outstanding shares until stockholder approval is obtained, and 2) Bomore cannot hold more than 9.9% of BURU's outstanding common stock at any time through these conversions.