Nuburu Faces Delisting Concerns
Ticker: BURUW · Form: 8-K · Filed: Jun 24, 2024 · CIK: 1814215
Sentiment: bearish
Topics: delisting, listing-standards, regulatory-filing
TL;DR
Nuburu's stock is at risk of being delisted, major red flag!
AI Summary
Nuburu, Inc. filed an 8-K on June 24, 2024, reporting a notice of delisting or failure to satisfy continued listing rules. The company, formerly Tailwind Acquisition Corp., was incorporated in Delaware and is headquartered in Centennial, Colorado. This filing indicates potential issues with maintaining its stock exchange listing.
Why It Matters
This filing suggests Nuburu, Inc. may be at risk of being delisted from its stock exchange, which could significantly impact its stock value and liquidity.
Risk Assessment
Risk Level: high — The filing explicitly states a 'Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard,' indicating a significant risk to the company's exchange listing.
Key Players & Entities
- Nuburu, Inc. (company) — Registrant
- Tailwind Acquisition Corp. (company) — Former Company Name
- June 21, 2024 (date) — Earliest event reported date
- June 24, 2024 (date) — Filing Date
- Delaware (jurisdiction) — State of Incorporation
- Centennial, Colorado (location) — Business Address City and State
FAQ
What specific listing rule or standard has Nuburu, Inc. failed to satisfy?
The filing does not specify the exact rule or standard that Nuburu, Inc. has failed to satisfy, only that a notice has been issued regarding this failure.
What is the potential impact of this delisting notice on Nuburu, Inc.'s stock?
A delisting could lead to reduced liquidity, increased volatility, and a significant decrease in the stock's market value.
When was Nuburu, Inc. formerly known as Tailwind Acquisition Corp.?
The company's name change from Tailwind Acquisition Corp. to Nuburu, Inc. occurred on June 4, 2020.
What is the business address of Nuburu, Inc.?
Nuburu, Inc.'s business address is 7442 S Tucson Way, Suite 130, Centennial, CO 80112.
What is the SIC code for Nuburu, Inc.?
The Standard Industrial Classification (SIC) code for Nuburu, Inc. is 3690, which corresponds to Miscellaneous Electrical Machinery, Equipment & Supplies.
Filing Stats: 1,539 words · 6 min read · ~5 pages · Grade level 12.6 · Accepted 2024-06-24 07:30:10
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share BURU NYSE American LLC
Filing Documents
- buru-20240621.htm (8-K) — 54KB
- buru-ex3_1.htm (EX-3.1) — 4KB
- buru-ex99_1.htm (EX-99.1) — 13KB
- img91353551_0.jpg (GRAPHIC) — 14KB
- 0000950170-24-076462.txt ( ) — 218KB
- buru-20240621.xsd (EX-101.SCH) — 26KB
- buru-20240621_htm.xml (XML) — 5KB
01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information included in Item 3.03 is incorporated by reference.
03 Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders. On June 13, 2024, Nuburu, Inc. (the "Company") announced that it was implementing a reverse stock split of its common stock (the "Common Stock") at a ratio of 1-for-40 (the "Reverse Split"), which was to become effective on June 24, 2024. Upon announcement of the Reverse Split prior to market open, the Company's stock price declined and the NYSE prohibited the stock from opening and halted trading before the Reverse Split could be effected. Because it was prohibited from effecting the Reverse Split due to the NYSE's actions, it was not able to return to compliance with the NYSE's stock price rules and the NYSE initiated proceedings to delist the Company's securities. The Company is appealing the NYSE's determination to commence delisting proceedings. As previously announced, the Company began being quoted and traded on the over-the-counter market (the "OTC") as of June 14, 2024. On June 21, 2024, the Board of Directors approved setting a new record date of July 1, 2024 for the implementation of the Reverse Split, as required by rules applicable to issuers trading on OTC. If the Reverse Split results in the Company maintaining a trading price above NYSE American requirements, the Company will seek to resume trading on NYSE American. However, the Company may not be successful in returning to trading on NYSE American or with respect to its appeal. If the Company is not able to satisfy NYSE American bid price requirements, it would continue to be traded on the OTC, which could negatively impact the Company by reducing the liquidity and market price of its common stock and the number of investors willing to hold or acquire the Company's common stock, which could negatively impact the Company's ability to raise equity financing. Reasons for the Reverse Split The Reverse Split is being effected because the Company believes the anticipated increase in the market price of the Common Stock resulting from
03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Item 3.03 is hereby incorporated by reference into this Item 5.03.
01 Other Events
Item 8.01 Other Events. A copy of the Company's press release announcing the new record date for the Reverse Split is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
Forward-Looking Statements This Current Report on Form 8-K contains certain forward-looking statements that are made pursuant to the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements concern the Company's operations, economic performance and financial condition and the anticipated effect of the Reverse Split and are based largely on the Company's beliefs and expectations. These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others, the following: the Company's ability to successfully effect the Reverse Split or realize the anticipated benefits of the Reverse Split; maintenance of our NYSE American listing; and the effect on our stock price and ability to raise equity capital of future sales of shares of Common Stock. Certain of these factors and risks, as well as other risks and uncertainties, are stated in more detail in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. These forward-looking statements are made as of the date of this Current Report on Form 8-K, and the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 3.1 Certificate of Amendment. 99.1 Press Release Announcing New Record Date for Reverse Split.
SIGNATURES
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. NUBURU, INC. Date: June 24, 2024 By: /s/ Brian Knaley Name: Title: Brian Knaley Chief Executive Officer