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

Rhea-AI Filing Summary

Enovix Corp. (ENVX) Q2 FY25 10-Q highlights

• Revenue nearly doubled to $7.5 m (Q2 FY24: $3.8 m); YTD sales up 39 % to $12.6 m.
• Gross margin swung positive at 26 % (-17 % prior-year), generating $1.9 m gross profit.
• Operating expenses fell 48 % YoY to $45.7 m as the 2024 restructuring charges lapped, lowering the operating loss to $43.7 m (Q2 FY24: $88.8 m).
• Net loss attributable to Enovix narrowed to $44.5 m or -$0.22/sh (-$0.63/sh).
• Cash & equivalents declined to $136.0 m; adding $67.4 m short-term investments brings liquid resources to $203.4 m. Operating cash outflow YTD improved to -$42.8 m.
• B/S: working capital $176.1 m; long-term debt unchanged at $172.5 m convertibles (3 % due 2028).
• April 2025 asset purchase from SolarEdge (South Korea fab) closed for $10 m, creating a $4.8 m bargain-purchase gain and expanding 330 k sq ft of cell manufacturing capacity.
• Warrant liability fell to $18.5 m (from $28.4 m) generating a YTD $9.9 m fair-value gain.
• Subsequent events: Board approved up to $60 m share repurchases; 29.2 m warrants (ENVXW) distributed July 21 2025 at $8.75 exercise price; warrants expire Oct 1 2026 unless early-triggered.

Management affirms liquidity for at least 12 months but notes continued operating losses while scaling AI-1 platform and Fab2 Malaysia lines.

Positive

• Revenue up 98 % YoY, showing early market uptake for silicon-anode cells.
• Gross margin turned positive (26 %), first quarterly gross profit.
• Operating loss narrowed 51 % due to lower restructuring and disciplined SG&A.
• Operating cash outflow improved by $19 m YoY.
• $4.8 m bargain-purchase gain and low-cost expansion of Korean fab capacity.
• $60 m share repurchase plan signals management confidence.

Negative

• Cash & equivalents fell 50 % since FY-end; liquidity now $203 m.
• Net loss still $44.5 m for the quarter; company far from breakeven.
• 29.2 m warrants issued could dilute equity by ~14 % if exercised.
• Convertible debt of $172.5 m remains outstanding, adding leverage.
• Legal proceedings (securities class action) continue without resolution.

Insights

Equity Research Analyst

TL;DR: Losses narrowing, liquidity adequate, dilution risk via warrants; overall neutral.

Revenue growth (~98 % YoY) and a return to positive gross margin validate early commercial traction. Opex control post-restructuring halved the operating loss, and cash burn eased. However, cash fell 50 % since year-end and the $172 m convertibles remain overhanging. The 29 m new warrants could add ~14 % share dilution but would raise ~$256 m if exercised, mitigating liquidity risk. Bargain-purchase of Korean fab adds capacity cheaply, yet ramp execution and customer qualification still ahead. Net impact: progress, but profitability and funding path remain key watch points.

Risk Analyst

TL;DR: Improved cash flow offset by dilution, leverage and continued heavy R&D spend.

Operating cash burn dropped 31 % YoY, yet free cash flow remains negative. Cash plus investments cover roughly four quarters of current burn. Convertible notes (3 % due 2028) and warrant overhang introduce leverage and equity-dilution uncertainty. The bargain-purchase gain is non-recurring; future margins hinge on scaling new fabs. Legal exposure persists (class-action securities suit in discovery). While share repurchase authorization signals confidence, executing purchases against competing capital needs is uncertain.

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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): July 30, 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.

Order Approving Settlement

On July 30, 2025, Silverback Capital Corporation (“Silverback”) obtained a court order from the Circuit Court of the Twelfth Judicial Circuit in and for Manatee County, Florida, granting approval of a Settlement Agreement and Stipulation (the “Settlement”), entered into by and between Nuburu, Inc. (the “Company”) and Silverback.

The foregoing is a summary of the court order and is qualified in its entirety by reference to the full text of the court order that is attached hereto and incorporated herein as Exhibit 10.1.

Settlement Terms

On July 17, 2025, the Company and Silverback agreed to settle outstanding claims in an amount of not less than $5,662,478.57 (the “Claims”) owed to Silverback in exchange for a settlement amount payable in shares of the Company’s common stock (the “Settlement Shares”), subject to court approval. The Settlement Shares are priced in an amount equal to the last trading price of the Company’s common stock on July 17, 2025 (the “Closing Price”), which was $0.3070; provided that, if the sale price of the Company’s common stock drops below the Closing Price, the purchase price of the Settlement Shares will be the lower of (i) the Closing Price or (ii) 75% multiplied by the average of the three lowest traded prices during the fifteen day trading period preceding the share request made by Silverback, subject to other terms of the Settlement. Under the Settlement terms, Silverback may not hold more than 4.99% of the Company’s issued and outstanding common stock at any time.

The Claims include bona fide, outstanding, and unpaid creditor claims that Silverback acquired from the Company’s creditors and agreed to exchange for shares of the Company’s common stock in a state court-approved transaction, in compliance with the terms of Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”). The Company also agreed to issue 400,000 shares of common stock as a settlement fee. The Settlement was approved by the state court on July 30, 2025, after a fairness hearing pursuant to the requirements of Section 3(a)(10) of the Securities Act. No relationship exists between the Company and Silverback other than through the agreement discussed herein.

The foregoing is a summary of the Settlement and is qualified in its entirety by reference to the full text of the Settlement that is attached hereto and incorporated herein as Exhibit 10.2.

Item 3.02 Unregistered Sales of Equity Securities.

The sale of securities discussed in Item 1.01 above is incorporated by reference. The issuance of the shares is being conducted in reliance upon the exemption from registration provided by Section 3(a)(10) of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Order Granting Approval of Settlement Agreement and Stipulation, dated July 30, 2025
10.2		Settlement Agreement and Stipulation, dated July 17, 2025, between the Company and Silverback Capital Corporation
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:	July 31, 2025	By:	/s/ Alessandro Zamboni
			Name: Alessandro Zamboni Title: Executive Chairman

FAQ

What were Enovix (ENVX) Q2 FY25 revenues and growth?

Revenue was $7.47 million, up 98 % from $3.77 million in Q2 FY24.

Did Enovix report a profit in Q2 FY25?

No. Net loss attributable to Enovix was $44.5 million (-$0.22 per share).

How much cash does Enovix have after the quarter?

Cash and cash equivalents were $136.0 m; adding $67.4 m in short-term investments gives $203.4 m total liquidity.

What is the impact of the July 2025 warrant dividend (ENVXW)?

Shareholders received one warrant for every seven shares; 29.2 m warrants at $8.75 exercise price could raise cash but dilute equity if exercised.

Why did Enovix record a $4.8 m gain in Q2 FY25?

It arose from the bargain-purchase of SolarEdge’s Korean battery facility, where fair-value of assets exceeded the $10 m cash paid.

What is the status of Enovix’s share repurchase program?

Authorized on June 30 2025 to buy back up to $60 m of common stock through December 31 2026.