Nuburu issues $225K convertible note to Indigo

Nuburu, Inc. entered into a financing deal by issuing a $225,000 unsecured, convertible note to Indigo Capital LP in exchange for a matching capital infusion.

Accepted by SEC EDGAR 08/20/2025 - 05:10 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Nuburu, Inc. entered into a financing deal by issuing a $225,000 unsecured, convertible note to Indigo Capital LP in exchange for a matching capital infusion. The Indigo Note bears no interest while it is not in default, has a maturity date of August 17, 2026, and can convert into common stock at a price equal to 80% of the lowest VWAP during the five trading days before each conversion.

Common stock issued upon conversion is capped at 19.9% of the outstanding shares as of the deal date until stockholders approve the transaction, and Indigo cannot own more than 9.9% of Nuburu’s outstanding common stock at any time. The note is subordinated to Nuburu’s outstanding Series A Preferred Stock for dividend and liquidation rights. The securities were sold in a private placement to an accredited investor under a Section 4(a)(2) exemption.

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, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Nuburu issued a $225,000 unsecured, convertible note (the Indigo Note) to Indigo Capital LP in exchange for a $225,000 capital infusion.

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

The Indigo Note bears no interest while not in default, matures on August 17, 2026, and converts at 80% of the lowest VWAP during the five days before the conversion date.

How much Nuburu common stock can be issued on conversion of the Indigo Note?

Issuances are limited to 19.9% of the outstanding common stock as of the execution date until stockholders approve the transaction, and Indigo may not hold more than 9.9% of Nuburu’s outstanding common stock at any time.

How is the Indigo Note ranked relative to Nuburu’s Series A Preferred Stock?

The Indigo Note is subordinate to Nuburu’s outstanding Series A Preferred Stock for dividend rights and for distributions in any liquidation, dissolution, or winding up.

Was Nuburu’s Indigo Note offering 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.

What events can cause default under Nuburu’s Indigo Note?

The documents include customary events of default, such as failure to pay amounts when due, covenant defaults, and certain bankruptcy-related events.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001814215false00018142152025-08-182025-08-18

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): August 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 August 18, 2025, Nuburu, Inc. (the “Company”), in exchange for a capital infusion of $225,000, issued to Indigo Capital LP (“Indigo”) a $225,000 face amount unsecured, convertible note (the “Indigo Note”). The note bears no interest for so long as it is not in default and has an August 17, 2026 maturity date and a conversion price equal to 80% of the lowest VWAP during the 5 days prior to the conversion date.

Issuances of Common Stock on conversion of the Indigo 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 Indigo holding more than 9.9% of the Company’s outstanding Common Stock at any time. The Indigo 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:	August 20, 2025	By:	/s/ Alessandro Zamboni
			Name: Alessandro Zamboni Title: Executive Chairman