BURU 8-K
Nuburu, Inc. (BURU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On October 6, 2025, Nuburu, Inc. (the “Company”) entered into a binding letter of intent (the “LOI”) with Alessandro Zamboni providing for the acquisition by the Company, either directly or through its subsidiary, Nuburu Defense, LLC (“Nuburu Defense”), of 100% of Orbit S.r.l. (“Orbit”), formerly known as 1AF2 S.r.l., an Italian software company specializing in digitalizing operational resilience solutions for mission-critical corporations (the “Acquisition”). Orbit is wholly owned by Alessandro Zamboni, the Company’s Executive Chairman and Co-CEO. The Acquisition constitutes a related party transaction under U.S. securities laws and, as a result, the Acquisition and LOI have been reviewed and approved by the independent directors on the Company’s Board of Directors (the “Board”).
The LOI outlines the principal terms and conditions of the Acquisition and is intended to be legally binding on the parties, with the understanding that the parties will negotiate in good faith and enter into definitive long-form agreements (the “Definitive Agreements”) to implement the Acquisition.
Under the LOI, the Company has agreed to invest $5,000,000 in capital stock to be issued by Orbit (the “Investment”) within 36 months of the date of the LOI. The Company agreed to pay $1,500,000 as an initial payment of such amount upon the signing of the LOI.
Following the Investment, the Company will acquire the remaining equity interests in Orbit, expected to occur no later than December 31, 2026, at an agreed-upon valuation of $12,500,000 (the “Consideration”). The agreed-upon valuation was based on a preliminary pricing analysis of Orbit conducted by an independent valuation firm.
The Company agreed to pay an advance payment of the Consideration worth $3,750,000, by (i) offsetting of a credit owed by Mr. Zamboni to the Company of $1,350,000 related to TCEI S.a.r.l. from March 2025 and (ii) paying $2,400,000 to Mr. Zamboni in four tranches of $600,000 each that are due on the date of signing of the LOI, by December 31, 2025, by March 31, 2026 and by June 30, 2026; provided that the Company agrees to accelerate the tranche payments by using 20% of the proceeds arising from any fund-raising transactions consummated by the Company. Subject to obtaining stockholder approval, the Company agreed to pay the second portion of the Consideration, in the amount of $8,750,000, by December 31, 2026, in the form of preferred shares of the Company that have voting rights at a ratio of 5:1 as compared to the shares of the Company’s common stock, include anti-dilution protections, and are convertible into shares of the Company’s common stock on a 1:1 basis (the “Preferred Shares”). The Company agreed that, by July 31, 2026, it will hold a stockholders’ meeting to seek approval of the issuance of the Preferred Shares to Mr. Zamboni.
Upon the signing of the LOI and for 36 months, the Company has the exclusive right to market, sell and distribute the Orbit platform to the defense sector globally.
The parties intend to sign Definitive Agreements in October 2025 and complete the closing of the Acquisition by December 31, 2026.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Co-Chief Executive Officers
On October 1, 2025, the Board of the Company appointed Alessandro Zamboni, the Company’s Executive Chairman, and Dario Barisoni, a Class I director of the Company, as co-Chief Executive Officers (“Co-CEOs”) of the Company. Mr. Zamboni will continue to serve as Executive Chairman of the Board and, as Co-CEO, he will oversee corporate strategy and financing, treasury and financial reporting, public and investor relations, and market strategy. Mr. Barisoni will continue as a Class I director of the Company and, as Co-CEO, he will report to Mr. Zamboni and will oversee the operations of the Company's business and subsidiaries, implementing acquisitions and post-merger integration operations, driving synergies across business units, and developing operational and investment strategies for subsidiaries. The biographies of Mr. Zamboni and Mr. Barisoni are included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on June 10, 2025.
Compensation of Co-Chief Executive Officers
Each Co-CEO will earn an annual base salary of $440,000, beginning on October 1, 2025. Each Co-CEO will be eligible to receive an annual cash target bonus equal to 100% of his base salary. Mr. Barisoni will receive a one-time signing bonus of $120,000.
Each Co-CEO will also receive an equity award of 1,774,000 restricted stock units (“RSUs”) under the Company’s 2022 Equity Incentive Plan (as amended, the “2022 Plan”), vesting on October 31, 2025. Each Co-CEO is also being granted an equity award consisting of 5,726,000 RSUs (the “Contingent RSU Awards”) to be issued pursuant to the 2022 Plan that is contingent on (i) approval by the Company’s stockholders at the next meeting of the Company’s stockholders of a sufficient increase in the number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issuable under the 2022 Plan to satisfy the Contingent RSU Awards, in which case the Contingent RSU Awards vest on July 3, 2026 or (ii) the next annual evergreen increase of shares of Common Stock issuable under the 2022 Plan providing sufficient shares to satisfy the Contingent RSU Awards (collectively, the “Share Increase Contingency”), in which case the grant will be made in four equal installments, all vesting in three equal yearly installments on the first trading day after July 2 of each year, with the first installment vesting on July 3, 2026; provided that such Contingent RSU Awards shall be rescinded and of no effect if a sufficient number of shares to satisfy such award is not authorized by October 1, 2026.
Subject to the Share Increase Contingency, each Co-CEO will receive a performance-based equity incentive to be issued in RSUs (the “Stock Price Performance RSUs”) equal to an aggregate of: (i) 0.7% of the then outstanding shares of Common Stock (the “Outstanding Shares”), upon the trading price reaching or exceeding an average of $0.70 for over 20 consecutive trading days; (ii) an additional 1% of Outstanding Shares, upon the trading price reaching or exceeding an average of $1.00 for over 20 consecutive trading days; and (iii) an additional 1.5% of Outstanding Shares for every subsequent $1.00 increase in trading price, sustained for over 20 consecutive trading days, with each such award being earned and awarded only once per milestone and such Stock Price Performance RSUs to be issued on the next trading day after the relevant performance metric is achieved and to vest on the 30ᵗʰ trading day after the grant date.
Effective October 1, 2025, Mr. Barisoni will no longer serve on any committees of the Board and the Co-CEOs will no longer receive any additional compensation for service on the Board.
There is no other arrangement or understanding between either Mr. Zamboni or Mr. Barisoni and any other persons pursuant to which they will be appointed as Co-CEOs of the Company. Mr. Zamboni and Mr. Barisoni do not have a family relationship with any member of the Board or any executive officer of the Company. Except as previously disclosed in the Company’s filings with the SEC, Mr. Zamboni has not been a participant or had any interest in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K. Mr. Barisoni has not been a participant or had any interest in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K.
Compensation of Non-Employee Directors
On October 1, 2025, the Board approved and adopted the Board Compensation Program, which is attached hereto as Exhibit 10.1.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 1, 2025, Dario Barisoni was appointed as a Co-CEO of the Company and, as a result, he ceased to be an independent director on the Board and he ceased to be a member of the Audit Committee of the Board.
On October 7, 2025, as required by Section 303A.12(b) of the NYSE Listed Company Manual, the Company submitted an interim written affirmation to the NYSE American Market (the “Exchange”) as a notice of non-compliance with Section 803B(2)(c) of the NYSE American Company Guide (the “Company Guide”), since the Audit Committee is no longer comprised of at least two independent directors. Pursuant to Section 803B(6)(b) of the Company Guide, the Company has until the earlier of its next annual meeting of stockholders or one year from the occurrence of the event that caused the failure to comply with the audit committee composition requirements to regain compliance with the continued listing standards. The Board is undertaking a process to identify one or more independent directors to join the Board within the permitted time frame.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
10.1 |
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Board Compensation Program |
104 |
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Cover Page Interactive Data File (formatted as Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NUBURU, INC. |
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Date: |
October 7, 2025 |
By: |
/s/ Alessandro Zamboni |
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Name: Alessandro Zamboni |
Exhibit 10.1
NUBURU, INC.
Board Compensation Program
(Other than for the Co-Chief Executive Officers)
Effective as of October 1, 2025
All grants of awards to Directors of Nuburu, Inc. (the “Company”) under this Board Compensation Program (the “Policy”) will be nondiscretionary and automatic, to the fullest extent permitted by law. Terms not defined herein shall have the meaning ascribed to them in the Company’s 2022 Equity Incentive Plan (as amended, the “Plan”).
Annual Cash Retainer for Directors (other than the Co-CEOs)
Each Director shall receive a $50,000 annual cash retainer, payable quarterly in arrears, within 30 days from the end of each quarter (the “Cash Retainer”), prorated for any portion of a quarter that the Director is not serving on the Board.
Starting in 2026, Directors may elect to receive the Cash Retainer in the form of non-qualified stock options to be granted under the Plan by completing an irrevocable written election form delivered to the Company at any time (other than during a blackout period) prior to December 15, 2025 at which time such Director is not in possession of any material nonpublic information, as follows:
• Grant Date: First trading day of 2026.
• Exercise Price: Closing price of the Common Stock on the Grant Date.
• Number of Options to be Granted: Number of options to be granted shall equal a value of $100,000 (option exercise price x number of shares), rounded down to the nearest whole share.
• Vesting: 25%, commencing on each of January 1, April 1, July 1, and October 1. Vesting is subject to continued service through the applicable vesting date.
• Accelerated Vesting: Options shall accelerate in full upon death, termination of service due to the Director’s Disability, or Change in Control, subject to continued service at the time of occurrence of such event.
• Post-Termination Exercise Period: All options fully vested on the date of a Director’s termination of service on the Board (the “Termination Date”) shall be exercisable for a period of three years after the Termination Date.
• Term: Maximum of 10 years.
Annual Equity Compensation for Directors (other than the Co-CEOs) (“Annual Award”)
Each Director shall receive an annual grant of 50,000 non-qualified stock options (the “Annual Option Grant”) pursuant to the Plan, with the following terms:
• Grant Date: On the next trading day following the Company’s annual meeting of stockholders (“Annual Meeting”). For 2025, the Annual Option Grant will be granted on October 1, 2025.
• Exercise Price: Average weighted price (WPL) of the Common Stock over the five trading days immediately preceding the Grant Date. (The Grant Date is October 1, 2025 for the 2025 Annual Option Grant and the next trading day following the Annual Meeting for future annual awards).
• Vesting: Monthly, on the first day of each month, over 12 months, with any remaining unvested accelerating if the next Annual Meeting is less than 12 months after the last one. The vesting schedule for the 2025 Annual Option Grant shall be treated as though the awards were granted at the Annual Meeting held on July 9, 2025. Future Annual Option Grants will commence the 12-monthly
installment vesting on the date of grant. Vesting is subject to continued service through the applicable vesting date.
• Mid-Year Grants: If a new Director joins the Board mid-year (between Annual Meetings), then the Company shall grant a prorated annual equity award (a “Mid-Year Grant”) for the number of full months through the one-year anniversary of the previous Annual Meeting and which shall all be fully vested by the date of the next Annual Meeting and which shall be granted on the last trading day of the month that the new Director joins the Board.
• Accelerated Vesting: Options shall accelerate in full upon death, termination of service due to the Director’s Disability, or Change in Control, subject to continued service at the time of occurrence of such event.
• Post-Termination Exercise Period: All options fully vested on the Termination Date shall be exercisable for a period of three years after the Termination Date.
• Term: Maximum of 10 years.
Committee Service Compensation (“Committee Service Awards”) for Directors (other than the Co-CEOs)
Additional compensation to recognize Board Chair, Committee Chairs and service on Board committees is as follows:
• Board Chair (if other than a Co-CEO): 80,000 non-qualified stock options shall be granted annually pursuant to the Plan. This is for the period beginning the day following an Annual Meeting until the day of the next Annual Meeting.
• Chairs of Compensation Committee and Nominating and Corporate Governance Committee: 40,000 non-qualified stock options shall be granted annually pursuant to the Plan. This is for the period beginning the day following an Annual Meeting until the day of the next Annual Meeting.
• Audit Committee Chair: A $50,000 additional cash retainer shall be paid to the Audit Committee Chair, payable quarterly in arrears, within 30 days from the end of each quarter, prorated for any portion of a quarter that the Director is not serving as the Audit Committee Chair. This is for the period beginning the day following an Annual Meeting until the day of the next Annual Meeting.
• Committee Members: 10,000 non-qualified stock options shall be granted annually pursuant to the Plan (the “Committee Membership Grant”). This is for the period beginning the day following an Annual Meeting until the day of the next Annual Meeting.
• Member Fees: A Committee Chair is not eligible to receive Committee Membership Grants for the committee for which he or she acts as Committee Chair.
• Grant Date: On the next trading day following the Annual Meeting. For 2025, current Directors shall receive Committee Service Awards to be granted on October 1, 2025.
• Exercise Price: Closing price of the Common Stock on the Grant Date.
• Vesting: Monthly, commencing on the first day of each month, over 12 months, with any remaining unvested accelerating if the next Annual Meeting is less than 12 months after the last one. The vesting schedule for 2025 Committee Service Awards shall be treated as though the awards were granted at the Annual Meeting held on July 9, 2025. Vesting is subject to continued service on the applicable committee or as chair of the committee, as applicable, through the applicable vesting date.
• Mid-Year Grants: If a new Director joins a Board committee or becomes a Committee Chair mid-year (between Annual Meetings), then the Company shall grant a prorated Committee Membership Grant or Committee Chair grant, as applicable, for the number of full months through the one-year anniversary of the previous Annual Meeting and which shall all be fully vested by the date of the next Annual Meeting and which shall be granted on the last trading day of the month that the new Director joins the Board committee or becomes a Committee Chair, as applicable.
• Accelerated Vesting: Options shall accelerate in full upon death, termination of service due to the Director’s Disability, or Change in Control, subject to continued service at the time of occurrence of such event.
• Post-Termination Exercise Period: All options fully vested on the Termination Date shall be exercisable for a period of three years after the Termination Date.
• Term: Maximum of 10 years.
Inducement Equity Grant for Directors (other than the Co-CEOs)
New Directors (starting on or after October 1, 2025) will be granted a one-time inducement option grant of non-qualified stock options for 1x the Annual Award upon joining the Board (the “Inducement Award”), in addition to the Mid-Year Grant described under “Annual Awards” above.
• Grant Date for New Directors: First day of the month following the month the new Director joins the Board.
• Exercise Price: Closing price of the Common Stock on the Grant Date (or if no closing sales price was reported on that date, then on the last trading day such closing sales price was reported).
• Vesting: Monthly, commencing on the first day of each month, over 24 months. Vesting is subject to continued service through the applicable vesting date.
• Accelerated Vesting: Options shall accelerate in full upon death, termination of service due to the Director’s Disability, or Change in Control, subject to continued service at the time of occurrence of such event.
• Post-Termination Exercise Period: All options fully vested on the Termination Date shall be exercisable for a period of three years after the Termination Date.
• Term: Maximum of 10 years.
Annual Compensation Limit
No Outside Director, which is a Director who is not an Employee, may be granted, in any fiscal year, equity awards, the value of which will be based on their grant date fair value determined in accordance with U.S. GAAP, and be provided any other compensation (including without limitation any cash retainers or fees) in amounts that, in the aggregate, exceed $750,000, provided that such amount is increased to $1,000,000 in the fiscal year of his or her initial service as an Outside Director. (This excludes awards or other compensation provided to an individual for his or her services as a Consultant other than as an Outside Director.)
Additional Provisions
The awards granted under this Policy shall be granted and subject to such terms and conditions as are set forth in the Plan and the Company’s applicable standard form of award agreements under the Plan previously approved by the Board for use under the Plan, but with such updates to the applicable agreement as appropriate to reflect the terms approved in this Policy.
Revisions
The Board may amend, alter, suspend or terminate this Policy at any time and for any reason. No amendment, alteration, suspension or termination of this Policy will materially impair the rights of an Outside Director with respect to compensation that already has been paid or awarded, unless otherwise mutually agreed between the Outside Director and the Company. Termination of this Policy will not affect the ability of the Board or the Compensation Committee of the Board to exercise the powers granted to it
under the Plan with respect to awards granted under the Plan pursuant to this Policy prior to the date of such termination.