Nuburu, Inc. 8-K

What Happened

• Nuburu, Inc. (through Nuburu Subsidiary, Inc.) closed the acquisition of Italian laser company Lyocon S.r.l. on January 20, 2026. Total consideration was $2.0 million: $750,000 cash plus two subordinated convertible notes of $625,000 each (no interest except on default) that mature six months after closing and convert at $0.295 per share (60‑day VWAP prior to closing). The sellers can request cash at maturity; Nuburu may pay cash instead if the 60‑day VWAP before maturity is at least 30% above the conversion price.
• The purchase includes an earn-out of up to $1.0 million payable over five years (potential payments at end of 2028 and 2030) and a $1.0 million funding commitment to Lyocon (company choice of loans or capital contributions) with $500,000 paid at closing and the remainder payable over 24 months (final payment no later than Dec 31, 2027).
• Effective Jan 15, 2026, Nuburu closed a second tranche of its previously announced Orbit S.r.l. acquisition and now owns approximately 22% of Orbit; Orbit’s board was reconstituted to include Nuburu representatives.
• Effective Jan 13, 2026, Nuburu (via Nuburu Defense, LLC) executed agreements with Tekne S.p.A.: a Network Contract (collaboration and exclusive Americas distribution rights), a EUR 13 million Shareholder Loan, and a Tekne Purchase Agreement by which Nuburu received an initial 2.9% interest funded by issuing a $1,740,000 subordinated convertible Tekne Note (convertible into 6,960,000 common shares at $0.25/share). The Tekne Note matures Jan 31, 2027, bears no interest except on default, and may be extinguished or converted depending on required Italian regulatory approvals.

Key Details

• Lyocon deal: $2.0M total consideration — $750k cash + two $625k convertible notes; conversion price $0.295; notes mature 6 months post-close. Combined potential share conversion ≈ 4,237,288 shares if both Lyocon notes convert at $0.295.
• Lyocon funding: $1.0M committed to Lyocon; $500k paid at close, $250k due within 12 months, $250k due within 24 months (by Dec 31, 2027).
• Orbit: second tranche closed Jan 15, 2026; Nuburu now owns ~22% of Orbit (SaaS revenues/recurring revenue focus).
• Tekne: $1.74M Tekne Note convertible at $0.25 into 6,960,000 shares; EUR 13M Shareholder Loan issued (4% annual interest; maturity Jan 13, 2027); Network Contract grants exclusive Americas rights and joint programs across regions.

Why It Matters

• These transactions expand Nuburu’s product, distribution and recurring-revenue footprint: Lyocon adds laser engineering and optics capabilities; Orbit adds a SaaS business with subscription revenue; Tekne provides distribution rights and potential industrial partnerships across regions.
• Financially, the deals create near-term cash commitments (Lyocon funding, Tekne loan) and potential stock dilution if convertible notes convert (Lyocon notes could convert to ~4.24M shares; Tekne note to 6.96M shares). Tekne-related outcomes depend on Italian regulatory approvals, which can alter ownership, conversion, or note extinguishment.
• Investors should note earn-out obligations, management incentive awards tied to Nuburu’s 2026 share-price milestones, and the filings’ forward-looking statement warnings (regulatory approvals, ability to realize acquisition benefits, capital needs and other risks).