Nuburu, Inc. 8-K

What Happened

• Nuburu, Inc. announced that at a Special Meeting of Stockholders on March 12, 2026, stockholders approved six proposals including authority for reverse stock splits, multiple share issuances (including to related parties), and approval to raise up to $50 million in non‑public offerings. The company filed the results on Form 8-K on March 13, 2026.
• Key approvals include: (1) permitting issuance of shares in excess of 19.99% of outstanding stock to comply with NYSE American rules related to a warrants private placement that closed Dec. 17, 2025; (2) authorizing the board to effect one or more reverse stock splits; (3) approving issuance of up to $50 million of securities in non‑public offerings at discounts up to 30%; (4) approving specific share issuances including 6,086,957 shares to S.F.E. Equity Investments S.a.r.l. and 50,000,000 shares to a related party to acquire remaining interests in Orbit S.r.l.

Key Details

• Reverse split authority (Proposal 2) approved: For 236,544,262; Against 51,676,370; Abstained 5,579,427.
• Up to $50M non‑public offering approval with up to 30% discount (Proposal 3): For 124,151,657; Against 49,125,286; Abstained 1,730,422; Broker non‑votes 118,792,694.
• Approval to issue 6,086,957 shares to S.F.E. Equity Investments S.a.r.l. (Proposal 4): For 149,402,062; Against 23,532,830; Abstained 2,072,473.
• Approval to issue 50,000,000 shares to a related party to acquire remaining equity in Orbit S.r.l. (Proposal 5): For 148,840,894; Against 23,606,725; Abstained 2,559,746. Several proposals recorded large broker non‑votes (118,792,694) where applicable.

Why It Matters

• These approvals give Nuburu flexibility to raise capital and complete strategic transactions (including the Orbit S.r.l. acquisition) by issuing new shares, and authorize the board to reduce the share count via reverse splits if needed.
• For investors, the actions can dilute existing holdings (new share issuances and large authorized grants) and may affect share price depending on financings or a reverse split decision; the $50M non‑public offering authority (up to 30% discount) is a concrete financing tool the company can use going forward.
• The approvals also resolve NYSE American compliance related to the December 2025 warrants placement, helping the company maintain its listing status.