Nuburu Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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

Nuburu, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 12, 2024, Nuburu, Inc. (the “Company”), adopted an amendment to the Company’s Amended and Restated By Laws (the “By Laws”), effective immediately, in order to amend the quorum requirement set forth in the first sentence of Section 2.4 of the By Laws, such that, at any meeting of the stockholders of the Company, one-third of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting, present in person or by proxy, shall constitute a quorum for the transaction of business. Prior to the amendment, a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting, present in person or by proxy, would constitute a quorum for the transaction of business.

The foregoing description of the Amendment to the Amended and Restated By Laws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment to the Amended and Restated By Laws, a copy of which is filed with this report as Exhibit 3.1 and incorporated into this report by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

3.1 Amendment to the Amended and Restated By Laws of Nuburu, Inc., dated November 12, 2024.

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

SIGNATURES

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