Nuburu (NYSE American: BURU) signs term sheet to buy Lyocon with cash, convertible note and earnout

Rhea-AI Filing Summary

Nuburu, Inc. entered into a binding term sheet to acquire all ownership interests in Lyocon S.r.l., an Italian laser-engineering and photonics company. Nuburu plans to pay the sellers a minimum of $1.5 million and up to $3 million in total consideration, including $500,000 in cash at closing and $1,500,000 through a six‑month convertible promissory note that may be settled in Nuburu common stock or cash under specified conditions. The total consideration can be adjusted based on due diligence but cannot go below $1,500,000, and there is an additional potential earnout of up to $1,000,000 over five years if certain milestones are met.

Nuburu also plans to finance $1,000,000 for Lyocon’s ongoing operations over roughly two years and expects to close the deal on or before December 31, 2025, subject to due diligence and definitive agreements. Lyocon would operate as a Nuburu subsidiary with a three‑member board, and the current owners, Paola Zanzola and Alessandro Sala, would stay involved as managers and technical consultants with potential equity incentives.

Insights

M&A and capital structure analyst

Nuburu signs binding term sheet for Lyocon acquisition with cash, note and earnout.

Nuburu plans to acquire Italian photonics firm Lyocon S.r.l. via a binding term sheet using a mix of cash, a convertible promissory note, and performance-based earnouts. Upfront, Nuburu would pay $500,000 in cash at closing plus $1,500,000 as a six‑month convertible note, with total consideration adjustable based on due diligence but not below $1,500,000. An additional earnout of up to $1,000,000 over five years aligns part of the price with future milestone achievement.

The convertible note structure allows payment either in Nuburu common stock, based on the 60‑day VWAP before closing, or in cash if certain price conditions are met or if sellers elect cash before maturity. This introduces potential equity issuance but also preserves flexibility for cash settlement. Nuburu also commits to finance $1,000,000 for Lyocon’s operations over up to roughly two years, which represents a further capital allocation to integrate and grow the business.

Governance and continuity are addressed by keeping Lyocon as a subsidiary with a three‑person board, where Nuburu nominates two directors (including the chair) and the sellers one director. Both sellers will serve in management and technical advisory roles and may participate in a management equity incentive plan, helping preserve technical expertise. Closing is subject to due diligence and definitive agreements, and Nuburu would owe a reverse termination fee of EUR 40,000 if it fails to close by December 31, 2025 for reasons within its control, underscoring a meaningful but not definitive commitment. Overall impact appears strategic but its scale versus Nuburu’s existing business is not quantified here.

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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): November 28, 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.

On November 28, 2025, Nuburu, Inc. (the “Company”), Nuburu Subsidiary, Inc. (“Nuburu Subsidiary”), Paola Zanzola and Alessandro Sala (together with Paola Zanzola, the “Sellers”) entered into a binding term sheet, pursuant to which the Company, through Nuburu Subsidiary, intends to acquire all of the ownership interests in Lyocon S.r.l. (“Lyocon”), an Italian laser-engineering and photonics company specializing in advanced laser sources, precision optical systems and customized laser platforms. The term sheet provides that the Company would pay the Sellers consideration (the “Consideration”) of (i) $500,000 in cash (the “Upfront Consideration”) on the closing date and (ii) $1,500,000 (the “Deferred Consideration”) in the form of a convertible promissory note (the “Convertible Note”) with a maturity date six months from the closing date (the “Maturity Date”). The Convertible Note would be convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), the number of which is determined by dividing $1,500,000 by the volume weighted average price (“VWAP”) of the Common Stock during the 60-day period preceding the closing date (“Closing Share Price”). Prior to the Maturity Date, each Seller has the right to request its portion of the payment of the Deferred Consideration in cash, rather than in shares of Common Stock. The Company may elect to pay the Deferred Consideration in cash in the event the VWAP of the Common Stock during the 60-day period preceding the Maturity Date is at least 30% higher than the Closing Share Price. The amount of the Consideration is subject to adjustment based on the due diligence conducted by the Company, provided that the Consideration may not be lower than $1,500,000 (the “Floor Value”) and the Upfront Consideration would stay the same. In addition, the term sheet provides for an earnout payment of up to an aggregate of $1,000,000 to be paid over a period of five years upon the acquired business achieving certain milestones. The closing date is expected to be on or before December 31, 2025 (the “Expected Closing Date”). The Company will pay a reverse termination fee of EUR 40,000 if the closing fails to occur by the Expected Closing Date for reasons within the Company’s control.

It is anticipated that the Lyocon business will be operated as a subsidiary of the Company following closing. The term sheet provides for the Company to finance $1,000,000 for the ongoing Lyocon operations, of which $500,000 is due on the closing date, $250,000 is expected within 12 months of the closing date and the remaining $250,000 is expected within 24 months of the closing date, but not later than December 31, 2027. The Sellers have granted the Company exclusivity until December 31, 2025.

The Company and the Sellers have agreed to prepare a five-year business plan for the Lyocon subsidiary operations prior to the closing date. Following the closing, Lyocon will be managed by a board of directors, which will be comprised of two directors nominated by the Company (one of whom will be chairman of Lyocon’s board of directors) and one director nominated by the Sellers. Each Seller will serve as a manager and technical advisor of Lyocon following the closing. Paola Zanzola will serve as Vertical Technology Consultant of Lyocon and Alessandro Sala will serve as Vertical Operation Consultant of Lyocon. Sellers are expected to participate in a management equity incentive plan under which they may receive equity awards for Common Stock to be issued by the Company.

The closing is subject to the completion of due diligence and entry into definitive agreements by the parties and there is no guarantee that the definitive agreements will be entered into ultimately or that the transaction will be closed as anticipated.

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 not limited to: (1) the ability to meet NYSE American 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 Regarding Forward-Looking Statements” in the Company’s most recent periodic report on Form 10-K or Form 10-Q and other documents filed with the Securities and Exchange Commission from time to time. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Nothing in this Current Report should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company does not give any assurance that it will achieve its expected results. The Company assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by applicable law.

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 4, 2025	By:	/s/ Alessandro Zamboni
			Name: Alessandro Zamboni Title: Executive Chairman

FAQ

What transaction did Nuburu, Inc. (BURU) announce in this 8-K?

Nuburu, Inc. disclosed that it signed a binding term sheet to acquire all ownership interests in Lyocon S.r.l., an Italian laser-engineering and photonics company, through a Nuburu subsidiary.

How much is Nuburu paying to acquire Lyocon S.r.l.?

The sellers are to receive at least $1,500,000 and up to $3,000,000 in total consideration, including $500,000 in cash at closing, a $1,500,000 six‑month convertible promissory note, and a potential $1,000,000 earnout over five years if milestones are achieved.

How will the $1,500,000 convertible note in the Nuburu (BURU) deal work?

The $1,500,000 convertible promissory note matures six months after closing and is convertible into Nuburu common stock based on the 60‑day volume weighted average price before closing. Each seller can request its portion in cash before maturity, and Nuburu may pay cash if the VWAP before maturity is at least 30% higher than the initial closing share price.

What additional funding is Nuburu committing to Lyocon after the acquisition?

Nuburu plans to finance $1,000,000 for ongoing Lyocon operations: $500,000 at closing, $250,000 within 12 months of closing, and the remaining $250,000 within 24 months of closing, but no later than December 31, 2027.

When is the Nuburu–Lyocon acquisition expected to close and what are the conditions?

The expected closing date is on or before December 31, 2025, subject to completion of due diligence and entry into definitive agreements by all parties. There is no guarantee the definitive agreements will be signed or the transaction will close as anticipated.

What termination fee is involved if the Nuburu–Lyocon deal does not close?

Nuburu will pay a reverse termination fee of EUR 40,000 if closing fails to occur by December 31, 2025 for reasons within Nuburu's control.

What roles will Lyocon’s current owners have after Nuburu’s acquisition?

Following closing, each seller will serve as a manager and technical advisor of Lyocon. Paola Zanzola will be Vertical Technology Consultant and Alessandro Sala will be Vertical Operation Consultant, and they are expected to participate in a management equity incentive plan for Nuburu common stock.