NUBURU (BURU) Proxy Filing summary

Executive summary

• Special Meeting scheduled for March 12, 2026, to vote on key proposals impacting capital structure, financing, and strategic acquisitions.

• Board unanimously recommends approval of all proposals, citing alignment with the company's Transformation Plan and long-term interests.

• Proposals include share issuances, amendments to the Certificate of Incorporation, and approval of related party transactions.

Voting matters and shareholder proposals

• Approval sought for issuing shares exceeding 19.99% of outstanding stock in connection with a December 2025 private placement.

• Proposal to increase authorized common stock from 900 million to 2 billion shares.

• Authorization for one or more reverse stock splits at the Board's discretion within 12 months.

• Approval to issue up to $100 million in securities in non-public offerings at up to a 30% discount to market price.

• Issuance of 6,086,957 shares to S.F.E. Equity Investments S.a.r.l. for financial assurances.

• Issuance of 50 million shares to a related party for acquiring remaining equity in Orbit S.r.l.

• Proposal to allow adjournment of the meeting to solicit additional proxies if needed.

Board of directors and corporate governance

• Board and Audit Committee reviewed and approved all related party transactions, including those involving directors and executive officers.

• Independent directors evaluated the strategic rationale and fairness of the Orbit S.r.l. acquisition.

• Board recommends voting in favor of all proposals.