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
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Date of Report (Date of earliest event reported): December 16, 2024 |
Nuburu, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-39489 | 85-1288435 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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7442 S Tucson Way Suite 130 | |
Centennial, Colorado | | 80112 |
(Address of Principal Executive Offices) | | (Zip Code) |
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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:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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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.
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Date: | December 20, 2024 | By: | /s/ Brian Knaley |
| | | Brian Knaley
Chief Executive Officer |
