Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 2, 2023 (March 1, 2023)

NUBURU, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-39489	85-1288435
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)


7442 S Tucson Way, Suite 130, Centennial, CO		80112
(Address of principal executive offices)		(Zip Code)

(720) 767-1400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	BURU	NYSE American
Redeemable warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50	BURU WS	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

As previously disclosed, on February 27, 2023, Nuburu, Inc. (the “Company”) filed a petition in the Delaware Court of Chancery (the “Court of Chancery”) pursuant to Section 205 of the Delaware General Corporation Law (the “Petition”) seeking to validate and declare effective (1) the filing and effectiveness of the Amended and Restated Certificate of Incorporation of the Company currently in effect and (2) the shares of the Company’s common stock, par value $0.0001 per share, and the shares of the Company’s preferred stock, par value $0.0001 per share, issued in reliance on the validity of such Amended and Restated Certificate of Incorporation of the Company. Concurrently with the Petition, the Company filed a motion to expedite the hearing on the Petition.

On March 1, 2023, the Court of Chancery granted the motion to expedite and scheduled a hearing on the merits of the Petition for March 14, 2023 at 1:50 p.m. Eastern Time, in the Leonard L. Williams Justice Center, 500 N. King Street, Wilmington, Delaware 19801.

This Current Report on Form 8-K constitutes notice of the hearing and a copy of the Petition is attached hereto as Exhibit 99.1. If any stockholder of the Company wishes to express a position on the Petition, such stockholders of the Company may (i) appear at the hearing or (ii) file a written submission with the Register in Chancery, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, referring to the case caption, In re Nuburu, Inc., C.A. No. 2023-0250-LWW (Del. Ch.), in advance of the hearing, and any such written submission should be emailed to the Company’s counsel, F. Troupe Mickler, Ashby & Geddes, P.A., at tmickler@ashbygeddes.com.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description

99.1		Verified Petition for Relief Pursuant to 8 De. C. § 205

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 2, 2023