8-K - Nuburu, Inc. | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

Nuburu, Inc. entered into a Securities Purchase Agreement to acquire 295,000 shares of Heckler & Koch AG for $15,000,000 paid via a Subordinated Convertible Note. Additionally, the Company executed an exchange agreement with Indigo Capital LP to transfer Series A Preferred Stock for a pre-funded warrant and amended the Orbit Agreement to issue 50,000,000 shares of Common Stock.

Key Takeaways

1Acquired 295,000 shares (approx. 0.8%) of Heckler & Koch AG for $15,000,000 via Subordinated Convertible Note due March 19, 2027.

2H&K Acquisition Note is convertible at $0.1515 per share and subordinate to Series A Preferred Stock and the December 2025 YA II PN, LTD debenture.

3Exchanged 844,938 shares of Series A Preferred Stock held by Indigo Capital LP for a pre-funded warrant exercisable for 55,771,485 shares of Common Stock.

4Amended the Orbit Agreement to issue 50,000,000 shares of Common Stock in lieu of preferred shares for the $8.75 million non-cash consideration.

5Orbit Acquisition and Amendment constitute a related party transaction reviewed and approved by independent directors and the Audit Committee.

6Required to file a registration statement for resale of shares issuable upon conversion of the H&K Acquisition Note, anticipated in April.

Current Report Details

Event Type

Material Agreement

Asset Acquisition

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

is incorporated by reference. Item 3.02 Unregistered Sales of Equity Securities The description in Item 1.01 is incorporated by reference. Forward-Looking State

Material Agreement

2.01

Completion of Acquisition or Disposition of Assets The description in Item 1.01 is incorporated by reference. Item 2.03 Creation of a Direct Financial Obligatio

Asset Acquisition

Transaction Details

Acquisition / Disposition

Target: 295,000 shares (approximately 0.8% outstanding) of Heckler & Koch AG
Consideration: $15,000,000 paid by Subordinated Convertible Note
Structure: Securities Purchase Agreement

•Executed February 6, 2026
•Subject to stockholder approval or increase in authorized shares for conversion if required

Material Agreement

Debt / Financing

Instrument: Subordinated Convertible Note (H&K Acquisition Note)
Principal: 15000000
Rate: 0% (except in event of default)
Maturity: 2027-03-19
Use of Proceeds: Acquisition of Heckler & Koch AG shares

Exhibits (1)

8-K