---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-233623"
form_type: "8-K"
ticker: "BURU"
cik: "0001814215"
company_name: "Nuburu, Inc."
filed_at: "2025-10-07T23:59:59+00:00"
generated_at: "2026-05-17T04:28:45.803290+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Nuburu to acquire Orbit from Executive Chairman for $12.5M; appoints Co-CEOs, faces audit committee non-compliance

## Summary
- Binding LOI to acquire 100% of Orbit S.r.l. from Executive Chairman Zamboni for $12.5M (includes $5M investment and $8.75M in preferred shares subject to stockholder approval).
- Co-CEOs appointed: Zamboni (retains Executive Chairman) and Dario Barisoni; each gets $440k salary, 100% target bonus, 1.774M RSUs vesting Oct 31, 2025.
- Audit Committee lost second independent director due to Barisoni's appointment; company must regain NYSE American compliance by next annual meeting or one year.
- Exclusive 36-month right for Nuburu to market/distribute Orbit's operational resilience platform to global defense sector.
- Acquisition includes $3.75M advance payment (offsetting $1.35M credit plus $2.4M cash in four tranches); expected close by Dec 31, 2026.

## SEC filing metadata
- accession: 0001193125-25-233623
- form_type: 8-K
- ticker: BURU
- cik: 0001814215
- company_name: Nuburu, Inc.
- filed_at: 2025-10-07T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 5.02, 3.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1814215/000119312525233623/0001193125-25-233623-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1814215/000119312525233623/buru-20251001.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-233623
- JSON: https://secwatch.observer/filing/0001193125-25-233623.json
- Plain text: https://secwatch.observer/filing/0001193125-25-233623.txt

## Source-grounded claims
- claim_id: a2399745486ea98e8a4452c72dc02b714fd0e788
  claim: Nuburu, Inc. received a nyse_american noncompliance notice notice regarding audit committee (rules 303A.12(b)).
  evidence_excerpt: October 7, 2025, as required by Section 303A.12(b) of the NYSE Listed Company Manual, the Company submitted an interim written affirmation to the NYSE American Market (the “Exchange”) as a notice of non-compliance with Section 803B(2)(c) of the NYSE American Company Guide (the “Company Guide”), since the Audit Committee is no longer comprised of at least two independent directors. Pursuant to Section 803B(6)(b) of the Company Guide, the Company has until the earlier of its next annual meeting of stockholders or one year from the occurrence of the event that caused the failure to comply with th
  evidence_url: https://www.sec.gov/Archives/edgar/data/1814215/000119312525233623/0001193125-25-233623-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.