8-K
filed December 18, 2025, 6:59 PM ET
ticker BURU
CIK 0001814215
debt
confidence high
sentiment neutral
materiality 0.75
Nuburu, Inc. (BURU): debt financing — Nuburu completes $25M debenture and warrant financing with YA II PN, LTD
Nuburu, Inc.
- Issued $25M debenture and warrants exercisable for 230M shares at prices from $0.01 to $0.47.
- Net proceeds of ~$21.85M to support business plans and working capital.
- First debenture installment due 91 days after issuance; stockholder approval required for warrant shares exceeding 19.99% of outstanding.
- Company may require cash exercise of Series 2-4 warrants if stock price is 150%+ of exercise price for 30 consecutive days.
- Registration rights agreement filed to register warrant shares for public resale.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Nuburu, Inc. incurred loan of aggregate principal amount of $25,000,000 with YA II PN, LTD..
- Instrument
- loan
- Principal
- aggregate principal amount of $25,000,000
- Counterparty
- YA II PN, LTD.
- Event
- incurrence
Exact text from the filing
On December 17, 2025, Nuburu, Inc. (the “Company”) completed a $25 million financing transaction in accordance with a Securities Purchase Agreement (the “Purchase Agreement”), dated December 13, 2025, with YA II PN, LTD. (the “Purchaser”), pursuant to which, in exchange for an aggregate capital infusion of $23,250,000 (the “Purchase Price”) from the Purchaser, the Company issued to the Purchaser (i) a debenture (the “Debenture”) in the aggregate principal amount of $25,000,000
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Nuburu, Inc. issued convertible note to YA II PN, LTD. for $25,000,000.
- Security
- convertible note
- Purchaser
- YA II PN, LTD.
- Consideration
- $25,000,000
Exact text from the filing
On December 17, 2025, Nuburu, Inc. (the “Company”) completed a $25 million financing transaction in accordance with a Securities Purchase Agreement (the “Purchase Agreement”), dated December 13, 2025, with YA II PN, LTD. (the “Purchaser”), pursuant to which, in exchange for an aggregate capital infusion of $23,250,000 (the “Purchase Price”) from the Purchaser, the Company issued to the Purchaser (i) a debenture (the “Debenture”) in the aggregate principal amount of $25,000,000
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Nuburu, Inc. issued 80,000,000 Common Shares of warrant to YA II PN, LTD. for $0.01 per share.
- Security
- warrant
- Shares
- 80,000,000 Common Shares
- Purchaser
- YA II PN, LTD.
- Consideration
- $0.01 per share
Exact text from the filing
warrants (the “Series 1 Warrants”) to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), exercisable into an aggregate of 80,000,000 Common Shares (the “Series 1 Warrant Shares”) for an exercise price of $0.01 per share
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Nuburu, Inc. issued 100,000,000 Common Shares of warrant to YA II PN, LTD. for $0.25 per share.
- Security
- warrant
- Shares
- 100,000,000 Common Shares
- Purchaser
- YA II PN, LTD.
- Consideration
- $0.25 per share
Exact text from the filing
warrants (the “Series 2 Warrants”) to purchase Common Shares exercisable into an aggregate of 100,000,000 Common Shares (the “Series 2 Warrant Shares”) for an exercise price of $0.25 per share
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Nuburu, Inc. issued 25,000,000 Common Shares of warrant to YA II PN, LTD. for $0.47 per share.
- Security
- warrant
- Shares
- 25,000,000 Common Shares
- Purchaser
- YA II PN, LTD.
- Consideration
- $0.47 per share
Exact text from the filing
warrants (“Series 3 Warrants”) to purchase Common Shares exercisable into an aggregate of 25,000,000 Common Shares (the “Series 3 Warrant Shares”) for an exercise price of $0.375
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Nuburu, Inc. issued 25,000,000 Common Shares of warrant to YA II PN, LTD. for $0.47 per share.
- Security
- warrant
- Shares
- 25,000,000 Common Shares
- Purchaser
- YA II PN, LTD.
- Consideration
- $0.47 per share
Exact text from the filing
warrants (the “Series 4 Warrants” and together with the Series 1 Warrants, the Series 2 Warrants, and the Series 3 Warrants, collectively, the “Warrants”) to purchase Common Shares exercisable into an aggregate of 25,000,000 Common Shares (the “Series 4 Warrant Shares,” and together with the Series 1 Warrant Shares, the Series 2 Warrant Shares, and the Series 3 Warrant Shares, the “Warrant Shares”) for an exercise price of $0.47
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Nuburu, Inc. entered into Placement Agency Agreement with Joseph Gunnar & Co., LLC.
- Action
- entry
- Agreement
- underwriting
- Counterparty
- Joseph Gunnar & Co., LLC
Exact text from the filing
Pursuant to a Placement Agency Agreement (the “Placement Agency Agreement”) with Joseph Gunnar & Co., LLC (the “Placement Agent”), the Company agreed to pay the Placement Agent in connection with the transaction (i) a cash fee equal to 5.0% of the $25,000,000 principal amount of the Debenture
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Nuburu, Inc. entered into registration rights agreement with YA II PN, LTD..
- Action
- entry
- Counterparty
- YA II PN, LTD.
Exact text from the filing
The Company and the Purchaser also entered into a registration rights agreement pursuant to which the Company agreed to file a registration statement with the Commission covering the public resale of the Warrant Shares
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Nuburu, Inc. entered into Securities Purchase Agreement with YA II PN, LTD. valued at $25,000,000 (effective 2025-12-13).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- YA II PN, LTD.
- Value
- $25,000,000
- Effective
- 2025-12-13
Exact text from the filing
On December 17, 2025, Nuburu, Inc. (the “Company”) completed a $25 million financing transaction in accordance with a Securities Purchase Agreement (the “Purchase Agreement”), dated December 13, 2025, with YA II PN, LTD. (the “Purchaser”)
View on SEC.gov
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