Nuburu returns Heckler & Koch shares to Brick Lane to cancel debt

Nuburu, Inc. (NYSE American: BURU) returned 295,000 ordinary shares of Heckler & Koch AG to Brick Lane Capital Management Limited in exchange for the cancellation of a $15,000,000 Subordinated Convertible Note, according to an 8-K filing dated September 30, 2026. The company disclosed that the transaction was formalized through a Stock Purchase and Note Cancellation Agreement effective as of September 30, 2026.

The shares were originally acquired by Nuburu on February 6, 2026, when the company purchased them from Brick Lane for $15,000,000. At that time, Nuburu paid the purchase price by issuing the Subordinated Convertible Note to Brick Lane. The new agreement reverses this arrangement, requiring Nuburu to return the H&K shares to Brick Lane while simultaneously extinguishing the debt obligation.

In the same filing, Nuburu reported entering into a Side Letter Agreement with Esousa Group Holdings, LLC and other purchasers involved in a Securities Purchase Agreement dated July 15, 2026. This side letter amends the terms of a Pre-Funded Common Stock Purchase Warrant issued to Esousa on July 17, 2026. Specifically, the agreement revises the definition of "Black Scholes Value" within the warrant to account for valuation adjustments related to certain fundamental transactions.

The Side Letter also addresses the terms of Series B preferred stock issued under the July purchase agreement. Holders of this Series B preferred stock agreed to forfeit any right to receive Nuburu common stock if such shares would be received through a conversion price lower than $0.10 per share. Additionally, the agreement establishes a monthly penalty payment that Nuburu must make if it fails to register shares of common stock issuable upon conversion of the Series B preferred stock on an SEC registration statement by specified dates.

Nuburu is headquartered in Denver, Colorado, and its common stock is registered on NYSE American LLC. The company identified itself as an emerging growth company in the filing. Alessandro Zamboni, Executive Chairman and Co-Chief Executive Officer, signed the report on October 6, 2026.

The filing includes standard forward-looking statements regarding risks that could cause actual results to differ from expectations. These risks include the closing of Nuburu's planned acquisition of a 70% interest in Tekne, S.p.A., the success of its transformation plan, and its ability to access sufficient capital to operate. The company also cited potential failures in achieving business development expectations and maintaining NYSE American listing standards as factors that may impact outcomes.