Nuburu, Inc.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 31, 2026
BURU$0.20-8.4%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a)
The following documents are filed as part of this Annual Report on Form 10-K:
(1)
The financial statements required under this Item begin on page F-2 of this Annual Report on Form 10K.
(2) Financial Statement Schedules:
None.
(3) Exhibits:
We hereby file as part of this Annual Report on Form 10-K the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No. | Description | Form | File No. | Exhibit No. | Filing Date |
| 2.1† | Business Combination Agreement, dated as of August 5, 2022, by and among Tailwind Acquisition Corp., Compass Merger Sub, Inc. and Nuburu, Inc. | 8-K | 001-39489 | 2.1 | August 8, 2022 |
| 3.1 | Amended and Restated Bylaws of the Company. | 8-K | 001-39489 | 3.2 | September 9, 2020 |
| 3.2 | Amendment to the Amended and Restated By Laws of Nuburu, Inc. | 8-K | 001-39489 | 3.1 | November 12, 2024 |
| 3.3 | Amended and Restated Certificate of Incorporation of the Company. | 8-K | 001-39489 | 3.1 | February 6, 2023 |
| 3.4 | Amendment to the Amended and Restated Certificate of Incorporation of the Company | 8-K | 001-39489 | 3.1 | June 13, 2024 |
| 3.5 | Amendment to the Amended and Restated Certificate of Incorporation of the Company. | 8-K | 001-39489 | 3.1 | February 27, 2026 |
| 3.6 | Certificate of Designations of the Company. | 8-K | 001-39489 | 3.3 | February 6, 2023 |
| 4.1 | Specimen Common Stock Certificate . | 8-K | 001-39489 | 4.1 | February 6, 2023 |
| 4.2 | Specimen Preferred Stock Certificate . | 8-K | 001-39489 | 4.2 | February 6, 2023 |
| 4.3 | Specimen Warrant Certificate. | S-1 | 333-248113 | 4.3 | August 26, 2020 |
| 4.4 | Warrant Agreement, dated as of September 9, 2020, by and between the Company and Continental Stock Transfer and Trust Company. | 8-K | 001-39489 | 4.1 | September 9, 2020 |
| 4.5 | Description of Registrant’s Securities. | 10-K | 001-39489 | 4.5 | April 15, 2024 |
| 4.6 | Form of Warrant to Purchase Shares of Common Stock. | 8-K | 001-39489 | 4.2 | June 13, 2023 |
| 4.7 | Form of Warrant to Purchase Shares of Common Stock. | 10-K | 001-39489 | 10.41 | April 15, 2024 |
| 4.8 | Subordinated Convertible Note, dated August 18, 2025, between the Company and Indigo Capital LP | 10-Q | 001-39489 | 10.8 | November 14, 2025 |
| 4.9 | Subordinated Convertible Note, dated September 2, 2025, between the Company and Bricklane Capital Management Limited | 10-Q | 001-39489 | 10.11 | November 14, 2025 |
| 4.10 | Form of Warrant to Purchase Common Stock. | S-1 | 333-290147 | 4.6 | September 10, 2025 |
| 4.11 | Form of Pre-Funded Common Stock Purchase Warrant. | S-1 | 333-290147 | 4.7 | September 10, 2025 |
| 4.12 | Form of Placement Agent's Purchase Warrant. | S-1 | 333-290147 | 4.8 | September 10, 2025 |
| 4.13 | Form of Series 1 Warrant to Purchase Common Shares. | 8-K | 001-39489 | 4.1 | December 18, 2025 |
| 4.14 | Form of Series 2, Series 3 and Series 4 Warrant to Purchase Common Shares. | 8-K | 001-39489 | 4.2 | December 18, 2025 |
| 4.15 | Form of Debenture. | 8-K | 001-39489 | 4.3 | December 18, 2025 |
| 4.16 | Form of Subordinated Convertible Note, dated January 13, 2026, between the Company and Ambrogio D’Arrezzo | S-1 | 333-293338 | 10.96 | February 10, 2026 |
| 4.17 | Form of Subordinated Convertible Note, dated January 15, 2026, between the Company and the holder | S-1 | 333-293338 | 10.98 | February 10, 2026 |
| 4.18 | Subordinated Convertible Note, dated February 6, 2026, between the Company and Brick Lane Capital Management Limited | S-1 | 333-293338 | 10.100 | February 10, 2026 |
| 4.19 | Pre-Funded Common Stock Purchase Warrant, dated February 6, 2026, by the Company to Indigo Capital LLP. | S-1 | 333-293338 | 4.12 | February 10, 2026 |
| 4.20 | Form of Common Warrant. | S-1 | 333-293338 | 4.13 | February 10, 2026 |
| 4.21 | Form of Pre-Funded Warrant. | S-1 | 333-293338 | 4.14 | February 10, 2026 |
| 4.22 | Form of Placement Agent Warrant. | S-1 | 333-293338 | 4.15 | February 10, 2026 |
| 10.1 | Investment Management Trust Agreement, dated as of September 9, 2020, by and between the Company and Continental Stock Transfer and Trust Company. | 8-K | 001-39489 | 10.2 | September 9, 2020 |
| 10.2# | Nuburu, Inc. 2022 Equity Incentive Plan. | 8-K | 001-39489 | 10.20 | February 6, 2023 |
| 10.3# | Nuburu, Inc. 2022 Employee Stock Purchase Plan and forms of agreement thereunder. | 8-K | 001-39489 | 10.21 | February 6, 2023 |
| 10.4# | Nuburu, Inc. Executive Incentive Compensation Plan. | 8-K | 001-39489 | 10.22 | February 6, 2023 |
| 10.5# | Form of Nuburu, Inc. Indemnification Agreement. | 8-K | 001-39489 | 10.27 | February 6, 2023 |
| 10.6 | Note and Warrant Purchase Agreement dated June 12, 2023. | 8-K | 001-39489 | 10.1 | June 13, 2023 |
| 10.7 | Registration Rights and Lock-up Agreement. | 8-K | 001-39489 | 10.2 | June 13, 2023 |
| 10.8 | Note and Warrant Purchase Agreement, dated November 13, 2023, by and between Nuburu, Inc. and the lenders party thereto. | 10-K | 001-39489 | 10.39 | April 15, 2024 |
| 10.9 | Registration Rights Agreement, dated November 13, 2023, by and between Nuburu, Inc. | 10-K | 001-39489 | 10.42 | April 15, 2024 |
| 10.10 | Proposal Letter dated January 13, 2025,among S.F.E. Equity Investments SARL, The AvantGarde Group S.p.A., Alessandro Zamboni and the Company. | 10-Q | 001-39489 | 10.1 | May 20, 2025 |
| 10.11 | Comprehensive Settlement Agreement, Mutual Release of Liability and Indemnification dated January 14, 2025, between the Company and Liqueous LP. | 10-Q | 001-39489 | 10.2 | May 20, 2025 |
| 10.12 | Amendment to Comprehensive Settlement Agreement, Mutual Release of Liability and Indemnification dated February 14, 2025 between the Company and Liqueous, LP. | 10-Q | 001-39489 | 10.3 | May 20, 2025 |
| 10.13 | Second Amendment to Comprehensive Settlement Agreement, Mutual Release of Liability and Indemnification, dated February 17, 2025, between the Company and Liqueous LP. | 10-Q | 001-39489 | 10.4 | May 20, 2025 |
| 10.14 | Binding and Irrevocable Commitment Letter, dated February 14, 2025, among the Company, Trumar Capital LLC and Ambrogio D'Arrezzo. | 10-Q | 001-39489 | 10.5 | May 20, 2025 |
| 10.15 | On Demand Facility Agreement, dated March 18, 2025, between the Company and Supply@ME Capital plc. | 10-Q | 001-39489 | 10.8 | May 20, 2025 |
| 10.16 | Standby Equity Purchase Agreement, dated May 30, 2025, between the Company and YA II PN, LTD. | DEF14A | 001-39489 | Appendix E | June 10, 2025 |
| 10.17 | Amendment #3 to Comprehensive Settlement Agreement, Mutual Release of Liability and Indemnification, dated April 15, 2025, between the Company and Liqueous LP | 10-Q | 001-39489 | 10.1 | August 14, 2025 |
| 10.18 | Business Loan and Security Agreement, dated May 12, 2025, among the Company, Nuburu Subsidiary, Inc., Agile Lending, LLC and Agile Capital Funding, LLC | 10-Q | 001-39489 | 10.7 | August 14, 2025 |
| 10.19 | Amendment to Standby Equity Purchase Agreement, dated June 5, 2025, between the Company and YA II PN, LTD. | 10-Q | 001-39489 | 10.11 | August 14, 2025 |
| 10.20 | Business Loan and Security Agreement, dated May 30, 2025, among the Company, Nuburu Subsidiary, Inc., Agile Lending, LLC and Agile Capital Funding, LLC | 10-Q | 001-39489 | 10.12 | August 14, 2025 |
| 10.21 | Securities Purchase Agreement, dated July 16, 2025, between the Company and Indigo Capital LP. | 10-Q | 001-39489 | 10.1 | November 14, 2025 |
| 10.22 | Securities Purchase Agreement, dated August 18, 2025, between the Company and Indigo Capital LP. | 10-Q | 001-39489 | 10.7 | November 14, 2025 |
| 10.23 | Letter regarding Proposal for the Phased Acquisition of Tekne S.p.A., dated August 19, 2025, between the Company and the Selling Shareholders of Tekne S.p.A. | 10-Q | 001-39489 | 10.9 | November 14, 2025 |
| 10.24 | Securities Purchase Agreement, dated September 2, 2025, between the Company and Bricklane Capital Management Limited. | 10-Q | 001-39489 | 10.10 | November 14, 2025 |
| 10.25 | Form of Securities Purchase Agreement, dated September 15, 2025, between the Company and the purchasers party thereto. | 8-K | 001-39489 | 10.1 | September 17, 2025 |
| 10.26# | Board Compensation Program | 8-K | 001-39489 | 10.1 | October 7, 2025 |
| 10.27 | Head of Terms relating to Orbit S.r.l., dated October 6, 2025, between the Company and Alessandro Zamboni | S-1 | 333-293338 | 10.88 | February 10, 2026 |
| 10.28 | Sale, Purchase and Investment Agreement, dated October 31, 2025, by and among the Company, Nuburu Defense, LLC, Vanguard Holdings S.r.l. and Alessandro Zamboni | S-1 | 333-293338 | 10.89 | February 10, 2026 |
| 10.29 | Head of Terms relating to Lyocon S.r.l., dated November 28, 2025, by and among the Company, Nuburu Subsidiary, Inc., Paola Zanzola and Alessandro Sala | S-1 | 333-293338 | 10.90 | February 10, 2026 |
| 10.30 | Securities Purchase Agreement, dated December 13, 2025, between the Company and YA II PN, LTD. | 8-K | 001-39489 | 10.1 | December 18, 2025 |
| 10.31 | Registration Rights Agreement, dated December 17, 2025, between the Company and YA II PN, LTD. | 8-K | 001-39489 | 10.2 | December 18, 2025 |
| 10.32 | Placement Agency Agreement, dated December 17, 2025, between the Company and Joseph Gunnar and Co., LLC. | 8-K | 001-39489 | 10.3 | December 18, 2025 |
| 10.33 | Network Contract, effective as of January 13, 2026, between Tekne S.p.A. and Nuburu Defense, LLC | S-1 | 333-293338 | 10.94 | February 10, 2026 |
| 10.34 | Share Transfer and Convertible Shareholder Loan Agreement, effective as of January 13, 2026, among the Company, Ambrogio D’Arrezzo, Carlo Ulacco and Andrea Lodi | S-1 | 333-293338 | 10.95 | February 10, 2026 |
| 10.35 | Sale and Purchase Agreement, effective January 15, 2026, among the Company, Nuburu Subsidiary, Inc., Paola Zanzola and Alessandro Sala | S-1 | 333-293338 | 10.97 | February 10, 2026 |
| 10.36 | Securities Purchase Agreement, dated February 6, 2026, between the Company and Brick Lane Capital Management Limited | S-1 | 333-293338 | 10.99 | February 10, 2026 |
| 10.37 | Exchange Agreement, dated February 6, 2026, between the Company and Indigo Capital LLP | S-1 | 333-293338 | 10.101 | February 10, 2026 |
| 10.38 | Acknowledgement and Amendment to the Sale, Purchase and Investment Agreement, dated February 9, 2026, among the Company, Nuburu Defense, LLC, Vanguard Holdings S.r.l., and Alessandro Zamboni | S-1 | 333-293338 | 10.102 | February 10, 2026 |
| 10.39 | Form of Securities Purchase Agreement | S-1 | 333-293338 | 10.103 | February 10, 2026 |
| 10.40*† | Contractual Joint Venture Agreement, dated February 26, 2026, among Nuburu, Inc., Nuburu Defense, LLC and Maddox Defense Incorporated | ||||
| 10.41* | International Cooperation Agreement, dated March 3, 2026, among Nuburu Defense, LLC, TEKNE S.p.A. and Engineering Bureau “Beryl” LLC | ||||
| 10.42* | Bond Subscription Agreement, dated March 12, 2026, between the Company and Supply@ME Stock Company 3 S.r.l. | ||||
| 10.43* | Letter, dated March 19, 2026, among the Company, Nuburu Defense, LLC and the shareholders of Tekne, S.p.A. | ||||
| 19.1 | Insider Trading Policy | 10-K | 001-39489 | 19.1 | April 15, 2025 |
| 21.1* | List of Subsidiaries of Nuburu, Inc. | ||||
| 31.1* · Certification of the Co-Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |||||
|---|---|---|---|---|---|
| 31.2* · Certification of the Co-Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |||||
| 31.3* · Certification of the Principal Financial and Accounting Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |||||
| 32.1** · Certification of the Co-Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 | |||||
| 32.2** · Certification of the Co-Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 | |||||
| 32.3** · Certification of the Principal Financial and Accounting Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 | |||||
| 97 | Nuburu, Inc. Clawback Policy | 10-K | 001-39489 | 97 | April 15, 2024 |
| 101.INS* | Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents | ||||
| 104* | 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
- Filed herewith
** Furnished herewith
Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and this exhibit has been filed separately with the SEC.
† Certain of the exhibits and schedules to these exhibits have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.