Nuburu, Inc.

0001814215 false 0001814215 2026-06-04 2026-06-04 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): June 04, 2026 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.) 44 Cook Street Suite 100 Denver , Colorado 80206 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: (303) 780-7389 (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 Head of Terms with SunCubes S.r.l. On June 4, 2026, Nuburu, Inc. (the “Company”) entered into a binding Head of Terms (the “HoT”) with SunCubes S.r.l. (“SunCubes”), the individual founders of SunCubes (the “Founders”), Infratech Accelerator S.r.l. (“CrossConnect”), RoboIT S.r.l. (“RoboIT”) and Pariter Partners S.r.l. (“Pariter, and, with CrossConnect and RoboIT, the “Current Investors”) (collectively, the “Parties”). SunCubes is an Italian developer of laser-based wireless power transmission, beam-control, pointing, tracking and safety technologies. The Current Investors are venture capital special purpose vehicles affiliated with CDP Venture Capital SGR S.p.A. (“CDP Venture Capital”). CDP Venture Capital is an Italian venture capital asset manager owned 70% by CDP Equity S.p.A. (“CDP Equity”) and 30% by Invitalia S.p.A. CDP Equity, which is a holding company of the Cassa Depositi e Prestiti S.p.A. (“CDP”) group. CDP is Italy’s National Promotional Institution and a joint-stock company under public control. CDP’s majority shareholder is the Italian Ministry of Economy and Finance, which holds 82.77% of CDP, while foundations of banking origin hold the remaining 17.23%. CDP, CDP Equity, CDP Venture Capital and the Italian Ministry of Economy and Finance are not direct parties to the HoT. Under the HoT, the Parties desire to have (i) the Company and SunCubes enter into an industrial, commercial and technological cooperation framework for the development and industrialization of a vehicle-integrated directed-energy “Laser Arm” system (the “Industrial Cooperation Framework”) and (ii) the Company contribute up to €1,000,000 to, and acquire a minority stake in, SunCubes (the “Investment” and, together with the Industrial Cooperation Framework, the “Transaction”). Required Clearances Within 60 days of the execution of the HoT, the Parties must enter into long-form agreements (the “Definitive Agreements”) governing the terms and conditions of the Transaction. The Industrial Cooperation Framework and the Investment are each subject to (i) receipt of clearance, approval or consent, whether explicit or obtained after the expiration of the applicable waiting period, from the Italian government under the Golden Power Regulations or a declaration of lack of jurisdiction by such authority (the “GP Clearance”); and (ii) the receipt by SunCubes of an export-control or dual-use license or approval required in connection with the Transaction (the “Export-Control License Clearance” and, with the GP Clearance, the “Clearances”), provided that such clearance will be deemed to be obtained if granted by the United States, Italy or Ukraine (excluding Russian-occupied territories). If either of the GP Clearance or the Export-Control License Clearance is not obtained by December 30, 2026, the Definitive Agreements will automatically terminate; provided, however, that if the GP Clearance is granted solely in relation to the Industrial Cooperation Framework, the Parties will negotiate to implement the Industrial Cooperation Framework through a joint venture (or other structure) and any amounts paid by the Company to SunCubes would be allocated to such joint venture. If the Clearances are obtained but the Investment is not completed for any reason, the Industrial Cooperation Framework will remain in full force and effect between the Parties. Investment in SunCubes The Company, or its designated subsidiary, will make an advance payment as a capital contribution of (i) €250,000 upon the execution of the Definitive Agreements and (ii) €750,000 upon receipt of the Clearances (the “Advance Payments”). The conversion of the Advance Payments into an ownership stake in SunCubes (the “Capital Increase”) requires approval of SunCubes’ equity holders and such ownership stake will include certain anti-dilution protections. Other investors may also make an investment in SunCubes at the same time and on similar terms as the Company’s Capital Increase. The Current Investors have entered into an agreement for subscription for future equity (“SAFE”) with SunCubes. The Capital Increase by the Company is subject to the occurrence by December 31, 2026 of the earliest of (i) the full conversion into SunCubes corporate capital of the SAFE investment by the Current Investors upon the occurrence of an undertaking by third-party investors to make a capital increase of at least €1,230,000, or (ii) the discretionary conversion into SunCubes corporate capital of the SAFE investment carried out by the Current Investors (the “Capital Increase Condition”). If the Capital Increase Condition is met before either Clearance is obtained, such Capital Increase will occur following the receipt of the Clearances. If the required Clearances or Capital Increase Condition are not met, SunCube will repay the Advance Payments to the Company by March 31, 2027. Upon the attainment of the Clearances, the Company may designate an observer to attend meetings of, and receive materials distributed to, the Board of Directors of SunCubes. Industrial Cooperation Framework As part of the Industrial Cooperation Framework, SunCubes will grant to the Company and entities controlled by the Company (the “Permitted Users”) a non-exclusive, fully paid-up license to certain SunCubes background intellectual property (“IP”) rights in a specific field and territories, including the right to use, modify and adapt products supplied by SunCubes embedding such IP rights; integrate them into present and future Company systems; assemble, test and validate products supplied by SunCubes; commercialize, market, distribute and sell products embedding SunCubes technologies; import and export such products; and provide maintenance and support for such products. If new IP rights arise from the Company’s integration of products supplied by SunCubes, the Company will retain the rights thereto and grant a non-exclusive, fully paid-up license to S