Nuburu, Inc. 8-K

What Happened
Nuburu, Inc. announced on February 6, 2026 that it acquired 295,000 shares (≈0.8%) of Heckler & Koch AG (Euronext Paris: MLHK) for $15.0 million, paid via a subordinated convertible note. The H&K Acquisition Note matures March 19, 2027, bears no interest except on default, and is convertible at $0.1515 per share (the VWAP on the day before the agreement). Nuburu also entered an exchange agreement on February 6, 2026 to cancel 844,938 shares of its Series A Preferred held by Indigo Capital LP in return for a pre‑funded Indigo Warrant covering 55,771,485 common shares at $0.0001 per share (exercisable through February 6, 2029) with a 4.99% ownership cap. Separately, on February 9, 2026 the parties amended Nuburu’s Orbit S.r.l. acquisition terms so that $8.75 million of the previously‑planned preferred‑share consideration will instead be paid by issuing 50,000,000 shares of Nuburu common stock. The Orbit seller is Vanguard Holdings S.r.l., owned by Nuburu Executive Chairman and Co‑CEO Alessandro Zamboni; the related‑party transaction was reviewed and approved by independent directors and the Audit Committee.

Key Details

• H&K purchase: 295,000 H&K shares for $15,000,000 via a subordinated convertible note; conversion price $0.1515/share; maturity March 19, 2027; conversion limited so Brick Lane ≤9.9% ownership.
• Subordination & registration: H&K Acquisition Note is subordinate to Series A Preferred (for dividends/liquidation) and to a YA II PN, LTD debenture (Dec 2025); Nuburu expects to file a resale registration for conversion shares in April 2026.
• Indigo exchange: 844,938 Series A Preferred returned to treasury; Indigo received a pre‑funded warrant for 55,771,485 common shares at $0.0001, exercisable until Feb 6, 2029, with a 4.99% ownership cap.
• Orbit amendment: Orbit acquisition total price $12.5M (cash $3.75M paid; $8.75M equity); amended to issue 50,000,000 common shares instead of convertible preferred (amendment dated Feb 9, 2026).

Why It Matters
These transactions affect Nuburu’s capital structure and potential dilution: the convertible note and large warrant can convert into many common shares if exercised, and the Orbit amendment replaces a preferred‑share payment with 50M common shares. The Indigo exchange was structured to reduce outstanding Series A Preferred (helping NYSE equity compliance) while preserving Indigo’s capped ownership through a warrant. The H&K note is subordinate to certain existing securities, which affects its priority on dividends and liquidation. The Orbit deal is a related‑party transaction (CEO involvement) that was reviewed by independent directors—investors should note timing, conversion/exercise caps, and the planned registration for resale of conversion shares.