Nuburu, Inc. Announces Special Meeting for Stockholder Vote on Reverse Stock Split and Equity Offering

TL;DR

Nuburu, Inc. is holding a special meeting on February 22, 2024, to vote on a reverse stock split and a $50 million equity offering.

AI Summary

Nuburu, Inc. (BURUW) filed a Proxy Statement (DEF 14A) with the SEC on January 26, 2024. Nuburu, Inc. will hold a Special Meeting of Stockholders on February 22, 2024, virtually via live audio webcast. The meeting agenda includes a proposal to approve an amendment to the Certificate of Incorporation for a reverse stock split ranging from 1-for-30 to 1-for-75. Stockholders will also vote on the issuance of up to $50.0 million in securities through non-public offerings. The maximum discount for these offerings could be up to 30% below the market price of common stock. The record date for determining eligible stockholders is January 22, 2024.

Why It Matters

For investors and stakeholders tracking Nuburu, Inc., this filing contains several important signals. A reverse stock split is proposed to potentially increase the stock price and meet exchange listing requirements. The equity offering aims to raise capital, which could be crucial for funding operations and future growth initiatives.

Risk Assessment

Risk Level: medium — Nuburu, Inc. shows moderate risk based on this filing. The company is seeking approval for a reverse stock split and a significant equity offering, indicating potential financial pressures or a need for substantial capital infusion, which carries inherent risks.

Analyst Insight

Stockholders should carefully consider the implications of the proposed reverse stock split and equity offering on their investment and the company's future financial health.

Key Numbers

• February 22, 2024 — Special Meeting Date (Date of the Special Meeting of Stockholders.)
• 1-for-30 to 1-for-75 — Reverse Stock Split Ratio Range (Proposed range for the reverse stock split.)
• $50.0 million — Equity Offering Amount (Maximum amount to be raised in non-public offerings.)
• 30% — Maximum Discount (Maximum discount for the equity offering securities.)
• January 22, 2024 — Record Date (Date for determining stockholder eligibility to vote.)

Key Players & Entities

• Nuburu, Inc. (company) — Registrant and filer of the proxy statement.
• February 22, 2024 (date) — Date of the Special Meeting of Stockholders.
• 1-for-30 to 1-for-75 (dollar_amount) — Range for the proposed reverse stock split ratio.
• $50.0 million (dollar_amount) — Maximum amount of securities to be issued in non-public offerings.
• 30% (dollar_amount) — Maximum discount below market price for the equity offering.
• January 22, 2024 (date) — Record date for determining stockholders entitled to vote.
• Tailwind Acquisition Corp. (company) — Former company name of Nuburu, Inc.

Forward-Looking Statements

• Nuburu's stock price will likely increase immediately after the reverse stock split, but the total market capitalization may not change significantly. (Nuburu, Inc.) — high confidence, target: Q1 2024
• The company is likely pursuing this reverse split to maintain its listing on a major stock exchange. (Nuburu, Inc.) — medium confidence, target: Q1 2024

FAQ

Risk Factors

• Reverse Stock Split Approval [medium — financial]: The company seeks stockholder approval to amend its Certificate of Incorporation to effect a reverse stock split within a specified range, which could impact stock price and liquidity.
• Equity Offering Approval [medium — financial]: Stockholders will vote on authorizing the issuance of up to $50.0 million in securities in non-public offerings, potentially at a significant discount to market price.

Key Dates

• 2024-01-22: Record Date — Determines stockholders eligible to vote at the Special Meeting.
• 2024-01-26: Proxy Materials Mailing/Internet Availability — Stockholders receive notice and access to proxy materials.
• 2024-02-22: Special Meeting of Stockholders — Stockholders will vote on proposed amendments and offerings.

Key Financial Figures

• $0.0001 — and outstanding Common Stock, par value $0.0001 per share, within a range from 1-for-30
• $50.0 million — ; 2. To approve the issuance of up to $50.0 million of securities in one or more non-public
• $50 million — ing Common Stock; (2) issuance of up to $50 million of securities in one or more non-public

Filing Documents

• 2024.01.26_buru_proxy_de.htm (DEF 14A) — 362KB
• img147162079_0.jpg (GRAPHIC) — 9KB
• 0000950170-24-007964.txt ( ) — 376KB

From the Filing

DEF 14A 1 2024.01.26_buru_proxy_de.htm DEF 14A DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 NUBURU, INC. (Name of Registrant as Specified In Its Charter) Name of Person(s) Filing Proxy Statement, if other than the Registrant Payment of Filing Fee (Check the appropriate box): No fee required Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. NUBURU, INC. 7442 S Tucson Way, Suite 130 Centennial, CO 80112 NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 22, 2024 To the Stockholders of Nuburu, Inc.: You are cordially invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of Nuburu, Inc., a Delaware corporation (the “Company”), to be held virtually via live audio webcast at www.proxydocs.com/BURU on February 22, 2024 at 9:00 a.m., Mountain Time, for the following purposes: 1. To approve an amendment to the Company’s Certificate of Incorporation, and authorize 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; 2. To approve 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; and 3. To transact such other business as may properly come before the Special Meeting The Board has fixed the close of business on January 22, 2024 (the “record date”) as the record date for determining the stockholders of the Company entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponements thereof. Please review in detail the proxy statement for a more complete statement of matters to be considered at the Special Meeting. We will mail proxy materials on or about January 26, 2024 to our stockholders of record as of the close of business on the record date. We are also providing access to our proxy materials over the Internet beginning on or about January 26, 2024. The Special Meeting will be held entirely online in a virtual meeting format only, with no physical in-person meeting, to allow greater participation. The Special Meeting can be accessed by visiting: www.proxydocs.com/BURU . We encourage you to attend online and participate in the Special Meeting, where you will be able to listen to the Special Meeting live, submit questions and vote online. To participate in the Special Meeting, you will need the 16-digit control number included on the proxy card or the voting instructions that accompanied your proxy materials. It is important that your shares be represented and voted whether or not you plan to attend the virtual Special Meeting. You may vote on the internet, by telephone or by completing and mailing a proxy card or the form forwarded by your bank, broker or other holder of record. Voting over the internet, by telephone or by written proxy will ensure your shares are represented at the Special Meeting. Please review the instructions on the proxy card or the information forwarded by your bank, broker or other holder of record regarding each of these voting options. Our Board has determined that the matters to be considered at the Special Meeting are in the best interests of the Company and its stockholders. For the reasons set forth in the proxy statement, our Board unanimously recommends a vote “ FOR ” each matter to be considered. By order of the Board, /s/ Brian Knaley Brian Knaley Chief Executive Officer Denver, Colorado January 26, 2024 You are cordially invited to virtually attend the Special Meeting. Whether or not you expect to virtually attend the Special Meeting, PLEASE VOTE YOUR SHARES IN ADVANCE. You may vote your shares in advance of the Special Meeting via the internet, by telephone, or by mailing the completed proxy card. Voting instructions are printed on your proxy card. If you were a stockholder of record as of January 22, 2024, you may vote online during the Special Meeting. If, on January 22, 2024, your shares of our Common Stock were held, not in your name, but rather in an account at a brokerage firm, bank or othe

View Full Filing

View this DEF 14A filing on SEC EDGAR