Nuburu, Inc. 8-K

What Happened

• Nuburu, Inc. announced on March 18, 2026 (transaction dated March 12, 2026) that it entered a Bond Subscription Agreement to subscribe for initial bonds issued by Supply@ME Stock Company 3 S.r.l. (“SYME 3”) with a nominal value of EUR 5.25 million. SYME 3 is an affiliate of Supply@ME Capital plc (“SYME”), and Alessandro Zamboni — Nuburu’s Executive Chairman and Co-CEO — is the founder and CEO of SYME. The subscription price of EUR 5.25 million will be paid on issuance largely by offsetting EUR 4,824,294 in advance payments previously made by Nuburu under a March 2025 convertible facility, leaving an approximate cash difference of EUR 425,706.

Key Details

• Initial Bonds: nominal EUR 5.25 million; maturity in March 2029 (Final Maturity Date).
• Interest: accrues daily at 3‑month Euribor + 7.5% p.a., subject to a cap of 12% p.a.; interest payments due Jan 8, Apr 8, Jul 8 and Oct 8 (first payment July 8, 2026).
• Security and collateral: Bonds are obligations of SYME 3 only and are secured by (a) a non-possessory pledge (Pegno Non Possessorio) over Tekne S.p.A. inventory financed with bond proceeds and related receivables, (b) a pledge over a SYME 3 bank account (Nuburu is secured creditor), and (c) a pledge/assignment over receivables and VAT receivables (Nuburu is secured creditor). Bonds are dematerialized at Euronext Securities Milan and transferable only to “Professional Investors” under Italian law.
• Optionality: SYME 3 may issue up to EUR 30 million total, may redeem early after the first anniversary or with 120 days’ notice under certain tax events; Nuburu (or bondholder representative) may request mandatory redemption with 120 days’ notice.

Why It Matters

• This is a direct financing investment by Nuburu into an affiliate financing vehicle (SYME 3) tied to inventory financing for Tekne S.p.A., shifting most of the subscription cost to an offset of prior advance payments under a related facility. For investors, relevant facts are the counterparty relationship (affiliate of Supply@ME and shared executive involvement), the secured nature of the bonds (inventory and receivables pledges), the variable/high coupon exposure (Euribor +7.5% up to 12% cap), and that the bonds are obligations of SYME 3 — not Nuburu. The filing also includes standard forward-looking statement cautions.