NUBURU (BURU) Proxy Filing summary

Executive summary

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

• Board unanimously recommends voting in favor of all proposals, citing alignment with the company's Transformation Plan and long-term value creation.

• Proposals include share issuances, reverse stock splits, private placements, and related party transactions, all designed to strengthen financial position and strategic capabilities.

Voting matters and shareholder proposals

• Approval sought for issuing shares exceeding 19.99% of outstanding stock in connection with a $25M private placement closed in December 2025.

• Authorization for one or more reverse stock splits to maintain NYSE American listing compliance and improve capital structure.

• Approval to issue up to $50M 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 related to Tekne acquisition.

• Issuance of 50,000,000 shares to a related party for acquiring remaining equity in Orbit S.r.l., a key software asset.

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

Board of directors and corporate governance

• Board and Audit Committee reviewed all related party transactions for fairness and compliance with NYSE American rules.

• Independent directors evaluated and approved the Orbit acquisition, citing strategic alignment and dual-use platform benefits.

• Board has established advance notice and universal proxy rules for director nominations and shareholder proposals for the 2026 annual meeting.