false000181421500018142152024-12-162024-12-16

 

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): December 16, 2024

 

 

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 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under and Off-Balance Sheet Arrangement.

On June 12, 2023 and June 16, 2023, the Company entered into Note and Warrant Purchase Agreements with certain investors for the sale of (i) convertible promissory notes in the aggregate principal amount of $9,225,000 (the “June Notes”), and (ii) warrants to purchase up to 287,972 shares of the Company’s common stock, with respect to the June 12, 2023 purchase agreement, and up to 47,238 shares of Common Stock, with respect to the June 16, 2023 purchase agreement. The June Notes were exchanged for secured notes with substantially similar terms in November 2023 (collectively, the “Senior Convertible Notes”), which are subject to a Security Agreement entered into between the Senior Convertible Note holders and the Company in November 2023. The Senior Convertible Notes bear interest at the rate of 7.0% per annum and are payable on the earlier of June 23, 2026 or the occurrence of an Event of Default, as defined in the Senior Convertible Notes. The outstanding aggregate principal amount of the Senior Convertible Notes as of December 16, 2024 was approximately $6.8 million.

On December 16, 2024, the Lead Investor (as defined in the Senior Convertible Notes) issued a notice of default and acceleration, as well as a demand for payment, to the Company as a result of the failure of the Company to make certain required repayments under existing debt obligations, which constituted an event of default under the terms of the Senior Convertible Notes.

 

 

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.

 

 

 

 

 

 

 

 

Date:

December 20, 2024

By:

/s/ Brian Knaley

 

 

 

Brian Knaley
Chief Executive Officer

 

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Document And Entity Information
Dec. 16, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Dec. 16, 2024
Entity Registrant Name Nuburu, Inc.
Entity Central Index Key 0001814215
Entity Emerging Growth Company true
Entity File Number 001-39489
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 85-1288435
Entity Address, Address Line One 7442 S Tucson Way
Entity Address, Address Line Two Suite 130
Entity Address, City or Town Centennial
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80112
City Area Code (720)
Local Phone Number 767-1400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Ex Transition Period false
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol BURU
Security Exchange Name NYSEAMER
Nuburu (PK) (USOTC:BURUW)
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