M&A - Nuburu, Inc.

Form Type: 8-K

Filing Date: 2025-03-20

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025042783

Filing Summary: On March 14, 2025, Nuburu, Inc. entered into a convertible funding facility of up to $5.15 million with Supply@ME Capital Plc, a fintech platform. This investment, pending stockholder and regulatory approvals, aims to result in Nuburu acquiring a controlling interest in SYME. The facility has a maturity date of June 30, 2026, with a repayment requirement on-demand. Subsequently, Nuburu authorized the issuance of 2,830,000 shares in exchange for AI business solutions from COEPTIS, 1,000,000 shares to Phoenix MGMT Consulting for investor relations services, and 6,086,957 shares to SFE related to a performance guarantee in the transaction to acquire TCEI S.a.r.l. These share issuances are limited to 19.9% of Nuburu's outstanding stock until stockholder approval is obtained, and the company is obligated to register these shares for resale.

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Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025037318

Filing Summary: Nuburu, Inc. reported the completion of a significant acquisition on March 11, 2025. Following the resolution of its collateral auction on March 5, 2025, the company eliminated 100% of its long-term indebtedness. The auction resulted in a transfer of collateral to its senior secured lenders, leading to the full discharge of both junior and senior secured notes. Moreover, Nuburu has entered a commitment to acquire a license and development agreement to bolster its operations in the defense sector alongside a controlling interest in a defense-tech company. As part of its Transformation Plan, this strategic move is aimed at enhancing its business capabilities within defense and related technologies.

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Form Type: 8-K

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025033840

Filing Summary: On February 28, 2025, Nuburu, Inc. entered into a share exchange agreement and strategic partnership with HUMBL, Inc. Under this agreement, Nuburu will issue $2 million in common stock to HUMBL, and in return, HUMBL will issue an equal amount of Series C Preferred Stock to Nuburu. Both issuances are contingent on obtaining necessary regulatory, exchange, or stockholder approvals. Additionally, a Master Distribution Agreement has been established, designating HUMBL as the exclusive distributor in Brazil for Nuburu's products, with potential for expanded exclusivity across Latin America based on performance metrics. This report also includes a press release about the HUMBL transaction. Stockholders are encouraged to read the relevant proxy statement and other materials that will be filed with the SEC regarding this proposed transaction.

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Form Type: 8-K

Filing Date: 2025-02-21

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025024981

Filing Summary: On February 19, 2025, Nuburu, Inc. entered into a commitment letter with Trumar Capital LLC for a significant acquisition, which includes obtaining a license for specific technology aimed at enhancing the Company’s operations in the defense sector. Additionally, Nuburu plans to acquire controlling interests in two entities: one being a defense-tech company specialized in various vehicles and electronic devices for military applications, and the other a Software as a Service (SaaS) startup focused on operational resilience. The initial investment will secure a 20% ownership for $1.5 million in cash and $23.5 million in notes, maturing over five years at a 10% annual interest rate. Subsequent stages will require stockholder approval to further increase ownership stakes and will provide rights to appoint directors in line with Nuburu's ownership percentage. The transaction is subject to due diligence and regulatory approval, and definitive agreements will include standard representations and warranties. The report also indicates that stockholders will receive a proxy statement containing essential information regarding the transaction, which is yet to be filed with the SEC. Investors are advised to monitor this process closely for updates and further information regarding their voting rights and investment decisions.

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Form Type: 8-K

Filing Date: 2025-02-07

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025015826

Filing Summary: Nuburu, Inc. reported on its Transformation Plan which includes a recapitalization of the company and the acquisition of new assets. The company is focusing on building a stable foundation for expansion and diversification of its assets. Key changes in leadership have taken place, with the resignations of Daniel Hirsch, Elizabeth Mora, and Brian Knaley accepted. Knaley will continue to assist the company during the transition. The board's audit, compensation, and governance committees now comprise Shawn Taylor and Dario Barisoni, reflecting ongoing adjustments to support the Transformation Plan.

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