NUBURU (BURU) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 27, 2024, with a record date of November 15, 2024, and will address critical capital-raising proposals necessary for ongoing operations.

• Failure to approve the proposed financings may result in the company ceasing operations, asset foreclosure, or bankruptcy; even with approval, operational recovery is uncertain.

• The board unanimously recommends voting in favor of all proposals and director nominees.

Voting matters and shareholder proposals

• Election of two Class II directors 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.

Board of directors and corporate governance

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

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, with current vacancies due to recent resignations.

• Majority of directors are independent per NYSE American and SEC rules.

• Board diversity matrix shows gender and ethnic diversity.

• Corporate governance guidelines and code of conduct are in place, with regular board and committee meetings.