Nuburu, Inc. 8-K

What Happened Nuburu, Inc. (with its subsidiary Nuburu Defense, LLC) announced on Feb. 26, 2026 that it entered a Contractual Joint Venture Agreement with Maddox Defense Incorporated to develop a modular, containerized, mobile additive manufacturing platform for defense and security uses. The Program is structured in two phases: Phase I (development) and Phase II (commercialization). The Company will fund up to $4,000,000 for Phase I development and participate in a Steering Committee to supervise the work.

Key Details

• Phase I: Company will fund up to $4,000,000 in Development Funds; the Company receives a Governance Allocation equal to 10% of Development Funds (up to $400,000 if full funding is used). Reimbursable Amount = Development Funds actually funded + Governance Allocation.
• Steering Committee: two representatives from Nuburu and two from Maddox; decisions by majority vote with contract-specified deadlock procedures.
• Phase II / NewCo: a new entity (NewCo) will be formed, owned 60% by Nuburu and 40% by Maddox. NewCo’s distributable profits will be allocated to repay the Company’s Reimbursable Amount until fully repaid; Maddox’s 40% equity will be pledged to Nuburu until repayment.
• Contract term: initial five-year term with automatic one-year renewals unless a party gives 90 days’ non-renewal notice. NewCo will be the exclusive commercial vehicle; roles for prime contracting may vary by geography (U.S. vs. EU/NATO) and may involve Maddox, Nuburu, or Tekne S.p.A. per technology-transfer arrangements.

Why It Matters This filing documents a formal partnership to develop and commercialize a mobile 3D-printing platform aimed at defense customers. The agreement commits Nuburu to up to $4.0M in initial development funding and creates a path to a majority-owned commercial entity (60% Nuburu) that will control product sales and production. Investors should note the funding exposure, the repayment mechanics (profits directed to repay Nuburu until reimbursement), and the governance structure that could affect control and commercialization timing. The company also discloses standard forward-looking statement cautions and other contractual protections (indemnities, termination rights, deadlock procedures).