Nuburu Inc

This proposal asks stockholders to approve issuing Warrant Shares in connection with the YA Financing that would exceed the NYSE American 19.99% Share Cap. The YA Financing included a $25 million debenture and multiple series of warrants exercisable into an aggregate of up to 230 million shares across four warrant series with exercise prices ranging from $0.01 to $0.47, and a registration rights agreement has been filed and declared effective to permit resale. Management is seeking approval because NYSE American rules and the Purchase Agreement require stockholder approval to issue common stock (or securities convertible into common stock) in excess of 19.99% at below-market terms; without approval the company would be limited to issuing only up to 19.99% (approximately 87.6 million shares) yielding materially lower proceeds. The Board frames approval as critical to the Company’s Transformation Plan and to raising capital needed for commercialization and to avoid constraining liquidity and financing flexibility. The warrants contain a beneficial ownership limitation (4.99%) and registration protections, but exercise would be dilutive to existing shareholders and could concentrate ownership if exercised or resold into the market. The Purchase Agreement also limits certain other financings until the debenture is repaid, which constrains the Company’s financing flexibility absent stockholder approval. A sophisticated evaluator should weigh the immediate capital benefit and registration that facilitate resale and potential proceeds against the dilution risk, governance implications of preferential financing terms, and the contingent nature of proceeds which depend on exercise behavior and market conditions. The Board recommends approval on the basis that the potential proceeds and alignment with its Transformation Plan outweigh the dilutive effects and contractual limitations.

This proposal grants the Board broad authority to implement one or more reverse stock splits within parameters set by NYSE American rules over the next 12 months, allowing the Board to select the split ratio up to the maximum permitted. Management seeks flexibility to set the split ratio in response to market conditions to maintain compliance with minimum price listing standards and to improve capital structure and investor perception. The filing notes prior reverse splits and explains NYSE constraints (e.g., a two-year cap on total split magnitude), and confirms the intended 1-for-4.99 split effective February 27, 2026, for which prior stockholder approval was granted. The mechanics, tax discussion, impact on outstanding equity awards, and treatment of fractional shares are described; stockholders should expect proportional adjustment of options and convertible securities and potential receipt of cash in lieu of fractional shares. The Board acknowledges the risks that an elevated per-share price may not be sustained, reverse splits can be perceived negatively, and liquidity may not improve despite a higher share price. Because a reverse split does not change fundamental economics but can facilitate continued exchange listing and access to institutional investors, the Board concludes benefits outweigh risks in light of the Company’s need to maintain listing and pursue strategic financing and transformation objectives. For a sophisticated evaluator, the tradeoff centers on immediate compliance and potential financing benefits versus dilution mechanics, investor perception risk, and the fact that authorized shares would not be reduced proportionately which could enable future issuances without further stockholder action.

This proposal asks stockholders to authorize up to $50 million aggregate of securities issuances in one or more non-public transactions at pricing that may reflect up to a 30% discount to market price, subject to NYSE American rules and a 90-day expiry. Management seeks pre-approval to provide speed and flexibility to raise capital as opportunities arise to support the business strategy, pay obligations, and implement the Transformation Plan without needing to convene another stockholder vote. The proposed authorization covers a wide range of instruments (debt, equity, convertible securities, warrants) and contemplates issuances for cash, services, or to restructure liabilities, which increases the uncertainty around dilution and governance impacts. The board limits aggregate proceeds and the maximum discount but leaves specific deal economics to future board determination, creating potential for significant dilution depending on market price and instrument mix. The company notes potential anti-takeover effects and the absence of preemptive rights for existing shareholders, emphasizing that dilution could depress stock price and concentrate ownership if large blocks are sold to single investors. For an analyst, the key trade-offs are immediate access to capital and operational flexibility versus the dilution and market-impact risk of discounted private placements, especially in a low-price environment. The board recommends approval on the basis that expedited access to capital is critical to executing the company’s plan, but shareholders should monitor execution details and any large purchasers that could concentrate voting power.

This proposal seeks stockholder approval to issue 6,086,957 shares to S.F.E. Equity Investments S.A.R.L. in consideration for SFE EI providing $4.2 million of Financial Assurances in escrow to satisfy regulatory requirements associated with the TCEI/Tekne matter, as memorialized in the SFE EI Agreement. Management explains that although a director was previously the administrator of SFE EI, the Company does not believe there was a conflict and is seeking approval out of an abundance of caution to satisfy NYSE American related-party rules. The Board and Audit Committee have reviewed and concluded the issuance is fair and necessary to secure collateral supporting the Company’s plans to acquire a controlling interest in Tekne, which is central to the Transformation Plan. If disapproved, the company may need alternative collateral arrangements and its Tekne acquisition plan could be jeopardized, potentially derailing parts of the Transformation Plan. The issuance would be dilutive to existing shareholders and triggers related-party approval thresholds under NYSE rules, which is why approval is being sought despite the Company’s view that SFE EI is not a related party. A sophisticated analyst should evaluate the substance of SFE EI’s role (a securitization vehicle), any possible indirect interests of former administrators, the likelihood the Financial Assurances remain necessary, and the trade-off between securing strategic acquisitions and shareholder dilution. The Board recommends approval because the financial assurances materially support the company’s strategic acquisition path and are judged fair by the independent review.

This proposal seeks approval to issue 50,000,000 shares to Vanguard (a company owned by Executive Chairman Alessandro Zamboni) as the non-cash portion of the consideration to acquire the remaining equity interests in Orbit, a software company the Board views as central to the Company’s strategic shift into a Defense & Security Platform. Management presents detailed strategic rationale: Orbit provides a software backbone validated with regulated civilian customers, aligns with regulatory tailwinds (DORA, NIS2), and supports a dual-use strategy combining hardware and software to serve defense and critical civilian infrastructure markets. The Board’s independent directors reviewed valuation, structure, and strategy and concluded the transaction is in the company’s and stockholders’ best interests, while acknowledging this is a related-party transaction requiring stockholder approval under NYSE rules. Financial indicators for Orbit reflect an investment-phase business with modest 2025 revenue and transitional losses; management argues full ownership enables coherent cross-sector strategy and long-term revenue growth potential, but near-term financial impact is limited and will be dilutive. Approval would dilute current shareholders and could depress market price or concentrate voting power; disapproval would require renegotiation of consideration or alternative instruments, potentially delaying or preventing the acquisition and hindering the Transformation Plan. A sophisticated analyst should weigh the strategic fit and regulatory-driven market opportunity against dilution, related-party governance risks, and Orbit’s early-stage financial profile. The Board recommends approval because Orbit’s capabilities materially advance the company’s strategic transformation and were judged fair by independent directors.

This procedural proposal authorizes the proxy holders to adjourn the Special Meeting to later dates to solicit additional proxies or achieve a quorum if there are insufficient votes to approve the substantive proposals. Management seeks this authority as a practical measure to ensure stockholder votes can be obtained without repeated requisitions to reconvene a meeting, thereby enabling the Company to complete the requested actions if initial votes fall short. The provision allows adjournment even where a substantial number of opposing proxies exist so additional outreach to voters can be undertaken, which may influence final outcomes. From a governance perspective, while common and routine for special meetings, the adjournment power can be strategically material because it provides management additional time to solicit and convert votes rather than accept a defeat on the meeting date. Shareholders should be aware that approval can delay finality and permit further persuasion efforts, but also prevents wasted costs of reconvening separately. Given the importance management ascribes to passing the other proposals, the Board recommends approval to preserve flexibility to secure requisite approvals. Analysts should view this as a standard but consequential procedural authority that can materially affect the likelihood of passage of the other items.