NUBURU (BURU) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 27, 2024, to address critical capital raising and governance matters.

• Board unanimously recommends approval of all proposals, emphasizing the company's urgent need for financing to continue operations.

• Failure to approve capital raising proposals may result in dissolution, liquidation, or bankruptcy.

• Recent attempts to secure funding have faced challenges, including defaults and inability to achieve quorum at prior meetings.

Voting matters and shareholder proposals

• Election of two Class II directors, Ron Nicol and Elizabeth Mora, to serve until 2027.

• Approval of share issuances above the NYSE American Share Cap for convertible notes (Esousa), Master Agreement with Liqueous ($15M), and equity line of credit with Liqueous ($50M).

• Approval for up to $35M in non-public offerings at up to a 30% discount to market price.

• Ratification of WithumSmith + Brown, PC as independent auditor for 2024.

• Approval to adjourn the meeting if necessary to solicit additional proxies or establish quorum.

Board of directors and corporate governance

• Board currently consists of four directors, with plans to add two independent directors in 2025.

• Majority of directors are independent as of December 31, 2023.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and responsibilities.

• Board diversity matrix: 3 female, 4 male directors; includes Asian and LGBTQ+ representation.

• Code of Conduct and Corporate Governance Guidelines in place, with regular board and committee meetings and executive sessions.