Nuburu, Inc. Files 8-K for Security Holder Rights and Bylaw Changes
Ticker: BURUW · Form: 8-K · Filed: Jul 22, 2024 · CIK: 1814215
Sentiment: neutral
Topics: corporate-governance, filing-update
Related Tickers: BURU
TL;DR
Nuburu (BURU) filed an 8-K detailing changes to security holder rights and corporate bylaws.
AI Summary
Nuburu, Inc. filed an 8-K on July 22, 2024, to report material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The filing also includes Regulation FD disclosures and financial statements/exhibits. Nuburu, Inc. was formerly known as Tailwind Acquisition Corp. until June 4, 2020.
Why It Matters
This filing indicates significant corporate actions by Nuburu, Inc. that could impact the rights and structure for its security holders.
Risk Assessment
Risk Level: medium — Filings related to modifications of security holder rights and bylaws can indicate significant corporate restructuring or governance changes that may affect stock value.
Key Players & Entities
- Nuburu, Inc. (company) — Registrant
- Tailwind Acquisition Corp. (company) — Former company name
- July 22, 2024 (date) — Date of report
- June 4, 2020 (date) — Date of name change
FAQ
What specific material modifications were made to the rights of Nuburu, Inc.'s security holders?
The filing indicates material modifications to the rights of security holders, but the specific details of these modifications are not elaborated upon in the provided text excerpt.
What were the key amendments to Nuburu, Inc.'s articles of incorporation or bylaws?
The filing states there were amendments to the articles of incorporation or bylaws, but the specific nature of these amendments is not detailed in the provided excerpt.
When did Nuburu, Inc. change its name from Tailwind Acquisition Corp.?
Nuburu, Inc. changed its name from Tailwind Acquisition Corp. on June 4, 2020.
What is the primary business of Nuburu, Inc. based on its SIC code?
Nuburu, Inc.'s Standard Industrial Classification (SIC) code is 3690, which corresponds to Miscellaneous Electrical Machinery, Equipment & Supplies.
What is the principal executive office address for Nuburu, Inc.?
The principal executive offices of Nuburu, Inc. are located at 7442 S Tucson Way, Suite 130, Centennial, Colorado, 80112.
Filing Stats: 1,240 words · 5 min read · ~4 pages · Grade level 12.6 · Accepted 2024-07-22 08:30:08
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share BURU NYSE American LLC
Filing Documents
- buru-20240722.htm (8-K) — 47KB
- buru-ex99_1.htm (EX-99.1) — 12KB
- img91353551_0.jpg (GRAPHIC) — 14KB
- 0000950170-24-085056.txt ( ) — 203KB
- buru-20240722.xsd (EX-101.SCH) — 26KB
- buru-20240722_htm.xml (XML) — 5KB
03 Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders. Nuburu, Inc. (the "Company") has established July 23, 2024 as the new record date for the previously announced reverse stock split of its common stock at a ratio of 1-for-40 (the "Reverse Split"). The Company anticipates that the Reverse Split will become effective on July 23, 2024 (the "Effective Date") after the close of market and that the Common Stock would begin trading on a split-adjusted basis at the commencement of trading on the next trading day under the Company's existing trading symbol "BURU." The Common Stock will be assigned a new CUSIP number, 67021W301, in connection with the Reverse Split. Split Adjustment; Treatment of Fractional Shares On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be exchanged for the number of shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Split, divided by (ii) 40, with such resulting number of shares rounded up to the nearest whole share. As a result, no fractional shares will be issued in connection with the Reverse Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Split. Each certificate, or book entry, that immediately prior to the Reverse Split represented shares of Common Stock, will, following the Reverse Split, represent that number of shares of Common Stock into which the shares of Common Stock represented by such certificate or book entry shall have been combined, subject to the treatment of fractional shares as described above. Also on the Effective Date, all equity awards outstanding immediately prior to the Reverse Split will be adjusted to reflect the Reverse Split. Delaware State Filing The Reverse Stock Split will be effected pursuant to the Company's filing of a Certifica
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 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. A copy of the Company's press release regarding the Reverse Split is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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 Stock 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; the Company's ability to continue its listing on NYSE American LLC; and the effect on our stock price and ability to raise equity capital through 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. 99.1 Press Release. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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: July 22, 2024 By: /s/ Brian Knaley Name: Title: Brian Knaley Chief Executive Officer