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
|
Date of Report (Date of earliest event reported): February 28, 2024 |
Nuburu, Inc.
(Exact name of Registrant as Specified in Its Charter)
| | | | |
Delaware | 001-39489 | 85-1288435 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| | | | |
7442 S Tucson Way Suite 130 | |
Centennial, Colorado | | 80112 |
(Address of Principal Executive Offices) | | (Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: (720) 767-1400 |
(Former Name or Former Address, if Changed Since Last Report)
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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
|
Common Stock, par value $0.0001 per share | | BURU | | NYSE American LLC |
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 5.07 Submission of Matters to a Vote of Security Holders.
On February 22, 2024, Nuburu, Inc. ("Nuburu" or the "Company") held a Special Meeting of Stockholders (the "Special Meeting") virtually via live webcast. Only stockholders of record at the close of business on January 22, 2024, the record date for the Special Meeting, were entitled to vote at the Special Meeting. As of the record date, 36,894,323 shares of the Company's common stock were outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 27,265,416 shares of the Company's common stock were voted in person or by proxy in connection with the two proposals set forth below, each of which is described in the Company's Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on January 26, 2024 (the "Proxy Statement") and the Proxy Statement supplement filed with the U.S. Securities and Exchange Commission on February 1, 2024.
Set forth below are the number of votes cast for or against, the number of abstention and the number of broker non-votes with respect to each proposal.
Proposal No. 1
The Company's stockholders approved an amendment to the Company's Certificate of Incorporation and authorized the Company's Board of Directors (the "Board") to effect a reverse stock split of the Company's issued and outstanding Common Stock, par value $0.0001 per share, within a range from 1-for 30 to 1-for-75, with the exact ratio of the reverse stock split to be determined by the Board.
| | | | | | |
For |
| Against |
| Abstain | Broker Non-Votes |
|
20,859,604 |
| 1,218,267 |
| 5,187,545 | N/A |
|
Proposal No. 2
The Company's stockholders approved the issuance of up to $50.0 million of securities in one or more non-public offerings, where the maximum discount at which securities may be offered may be equivalent to a discount of up to 30% below the market price of the Company's common stock.
| | | | | | |
For |
| Against |
| Abstain | Broker Non-Votes |
|
17,436,481 |
| 1,057,182 |
| 5,215,790 | 3,555,963 |
|
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. |
| | | |
Date: | February 28, 2024 | By: | /s/ Brian Knaley |
| | Name: Title: | Brian Knaley
Chief Executive Officer |
