Nuburu, Inc.: side letter with investors and note cancellation

What happened

• The filing says that Nuburu, Inc. entered into a Side Letter, effective Sep 30, 2026, with Esousa Group Holdings, LLC and other purchasers to revise the definition of "Black Scholes Value" in the Pre-Funded Common Stock Purchase Warrant dated Jul 17, 2026 issued to Esousa Group Holdings, LLC.
• The Side Letter also says certain holders of the company’s Series B preferred stock agreed to forfeit rights to receive common stock to the extent such shares would be received at a conversion price less than $0.10 per share, and it establishes a monthly penalty payment payable by the company if it fails to register shares issuable upon conversion by specified dates.
• The filing says the company also entered into a Stock Purchase and Note Cancellation Agreement, effective Sep 30, 2026, with Brick Lane Capital Management Limited under which the company returned 295,000 ordinary shares of Heckler & Koch AG to Brick Lane in exchange for cancellation of a Subordinated Convertible Note in the principal amount of $15,000,000 that was issued on Feb 6, 2026.

Key details

• Side Letter effective Sep 30, 2026; Purchase Agreement dated Jul 15, 2026; Warrant dated Jul 17, 2026.
• Conversion price threshold for forfeiture: $0.10 per share.
• Cancellation Agreement effective Sep 30, 2026: return of 295,000 Heckler & Koch AG shares in exchange for cancellation of a $15,000,000 convertible note dated Feb 6, 2026.
• The filing includes forward-looking statements and lists risks including closing the planned acquisition of a 70% interest in Tekne, S.p.A., access to capital, and meeting NYSE American listing standards.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement): a side letter amending warrant valuation mechanics and Series B conversion/registration provisions, and a cancellation agreement that eliminates a $15,000,000 convertible note in exchange for returning 295,000 Heckler & Koch AG shares.
• The filing does not show why the insider traded or why the company acted.