Nuburu, Inc. (BURU): M&A transaction — Nuburu acquires 0.8% stake in Heckler & Koch for $15M via convertible note; exchanges Series A for warrant

Nuburu, Inc.

Purchased 295,000 H&K shares (0.8% stake) for $15M via zero-interest convertible note due March 2027, convertible at $0.1515/share.
Exchanged 844,938 Series A preferred shares from Indigo for pre-funded warrant to acquire 55.8M common shares at $0.0001, exercisable for 3 years.
Amended Orbit acquisition: will issue 50M common shares instead of convertible preferred shares as $8.75M consideration, subject to stockholder approval.
Orbit acquisition (from Executive Chairman Zamboni) is a related party transaction reviewed by independent directors.
Registration statement for resale of shares issuable upon conversion of H&K note to be filed in April.

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 convertible notes of $15,000,000 with Brick Lane Capital Management Limited at bears no interest except in the event of a default maturing March 19, 2027.

Instrument: convertible notes
Principal: $15,000,000
Counterparty: Brick Lane Capital Management Limited
Rate: bears no interest except in the event of a default
Maturity: March 19, 2027
Event: incurrence

Exact text from the filing

for an aggregate purchase price of $15,000,000, which was paid by Subordinated Convertible Note (the “H&K Acquisition Note”). The H&K Acquisition Note bears no interest except in the event of a default, has a March 19, 2027 maturity date

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Nuburu, Inc. completed an acquisition involving Brick Lane Capital Management Limited for $15,000,000 (closed 2026-02-06).

Action: acquisition
Counterparty: Brick Lane Capital Management Limited
Consideration: $15,000,000
Closing: 2026-02-06

Exact text from the filing

(“H&K”), a leading manufacturer of small firearms for NATO and EU countries whose shares are listed on Euronext Paris under the ticker MLHK, for an aggregate purchase price of $15,000,000, which was paid by Subordinated Convertible Note (the “H&K Acquisition Note”). The H&K Acquisition Note bears no interest except in the event of a default, has a March 19, 2027

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.98

Nuburu, Inc. entered into H&K Acquisition Agreement with Brick Lane Capital Management Limited valued at $15,000,000 aggregate purchase price by Subordinated Convertible Note (effective 2026-02-06).

Action: entry
Agreement: equity purchase
Counterparty: Brick Lane Capital Management Limited
Value: $15,000,000 aggregate purchase price by Subordinated Convertible Note
Effective: 2026-02-06

Exact text from the filing

on February 6, 2026, we entered into a Securities Purchase Agreement (the “H&K Acquisition Agreement”) with Brick Lane Capital Management Limited (“Brick Lane”) pursuant to which we acquired from Brick Lane 295,000 shares (or approximately 0.8% of the outstanding common shares) of Heckler & Koch AG (“H&K”), a leading manufacturer of small firearms for NATO and EU countries whose shares are listed on Euronext Paris under the ticker MLHK, for an aggregate purchase price of $15,000,000, which was paid by Subordinated Convertible Note (the “H&K Acquisition Note”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.99

Nuburu, Inc. amended Amendment to Orbit Agreement with Vanguard Holdings S.r.l. (Alessandro Zamboni) valued at Issuance of 50,000,000 Common Shares in lieu of convertible preferred shares (effective 2026-02-09).

Action: amendment
Agreement: equity purchase
Counterparty: Vanguard Holdings S.r.l. (Alessandro Zamboni)
Value: Issuance of 50,000,000 Common Shares in lieu of convertible preferred shares
Effective: 2026-02-09

Exact text from the filing

on February 9, 2026, the parties to the Orbit Agreement entered into an amendment to issue 50,000,000 shares of Common Stock in lieu of the obligation to issue preferred shares (the “Amendment”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.99

Nuburu, Inc. entered into Exchange Agreement with Indigo Capital LP valued at Issued pre-funded warrant for 55,771,485 shares in exchange for transfer of 844,938 Series A Preferr (effective 2026-02-06).

Action: entry
Agreement: equity purchase
Counterparty: Indigo Capital LP
Value: Issued pre-funded warrant for 55,771,485 shares in exchange for transfer of 844,938 Series A Preferr
Effective: 2026-02-06

Exact text from the filing

on February 6, 2026, we entered into an exchange agreement with Indigo Capital LP (“Indigo”), pursuant to which we agreed to issue a pre-funded warrant (the “Indigo Warrant”) in exchange for the transfer of 844,938 shares of our Series A Preferred Stock held by Indigo into our treasury (the “Exchange Agreement”).

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26 debt financings filed in the last 30 days. Browse all debt financings →

Nuburu, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-26-049000

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