Nuburu, Inc. — fact timeline

Alessandro Zamboni was appointed as Executive Chairperson at Nuburu, Inc..

“appointed Alessandro Zamboni as Executive Chairperson”

Ron Nicol resigned as Director at Nuburu, Inc..

“the Company accepted Ron Nicol’s resignation from the Board of Directors (the “Board”)”

Nuburu, Inc. received a nyse_american deficiency notice notice regarding other (rules 301, 713).

“December 5, 2024, Nuburu, Inc. (the “Company”) received from NYSE Regulation a Warning Letter (the “Letter”) as provided under Section 1009(a) of the NYSE American LLC Company Guide (the “Company Guide”) describing violations by the Company of Sections 301 and 713 of the Company Guide. Section 301 of the Company Guide prohibits a listed company from issuing, or authorizing its transfer agent or registrar to issue or register, additional securities of a listed class until it has filed an application for the listing of such additional securities and received notification from the NYSE American t”

Nuburu, Inc.: Reduced stockholder meeting quorum requirement from majority to one-third of voting power (effective 2024-11-12).

“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.”

Kristi Hummel resigned as Director at Nuburu, Inc..

“On October 21, 2024, Lily Yan Hughes and Kristi Hummel resigned as directors of the Company.”

Lily Yan Hughes resigned as Director at Nuburu, Inc..

“On October 21, 2024, Lily Yan Hughes and Kristi Hummel resigned as directors of the Company.”

Nuburu, Inc. reported that prior financial statements should not be relied upon.

“The Company intends to promptly restate financial statements for the Affected Periods: (i) as of and for the year ended December 31, 2022 (i.e. the comparative period included in the Original 10-K) to (i) increase the loss, and associated current liability, related to the change in the fair value of certain convertible notes issued during 2022 and early 2023, prior to the consummation of the Company's initial public offering, which automatically converted into common stock upon the closing of such initial public offering (the "Legacy Nuburu Convertible Notes"), and (ii) (a) reclassify the Company's convertible preferred stock that is redeemable at a future point in time from permanent equity to mezzanine equity and (b) increase the value of such preferred stock to reflect its redemption value. (ii) as of and for the year ended December 31, 2023, including the interim periods therein as o”

Nuburu, Inc. entered into Pre-Funded Warrant Purchase Program with strategic investors valued at $15 million (effective 2024-05-01).

“Nuburu, Inc. (the “Company”) entered into a Pre-Funded Warrant Purchase Program (the “Program”), effective as of May 1, 2024, with strategic investors, pursuant to which from time-to-time the Company may sell and the investors may acquire pre-funded warrants, up to a total purchase price to the Company equal to $15 million.”

John Bolton resigned as Director at Nuburu, Inc..

“John Bolton, who has been serving as a member of the Board’s Audit Committee and Nominating and Corporate Governance Committee, resigned from the Board.”

Alessandro Zamboni was appointed as Director at Nuburu, Inc..

“appointed Matteo Ricchebuono and Alessandro Zamboni to the Board.”

Matteo Ricchebuono was appointed as Director at Nuburu, Inc..

“appointed Matteo Ricchebuono and Alessandro Zamboni to the Board.”

Nuburu, Inc. entered into Securities Purchase Agreement with certain accredited investors named therein valued at $3,000,000 (effective 2024-04-03).

“On April 3, 2024, Nuburu, Inc. (“Nuburu” or the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with certain accredited investors named therein (the “Investors”) pursuant to which the Investors agreed to purchase from the Company $3,000,000 of newly issued shares (the “Shares”) of the Company’s common stock”

Nuburu, Inc. shareholders approved Issuance of up to $50.0 million of securities in one or more non-public offerings at the 2024-02-22 meeting.

“On February 22, 2024, Nuburu, Inc. ("Nuburu" or the "Company") held a Special Meeting of Stockholders (the "Special Meeting") virtually via live webcast.”

Nuburu, Inc. shareholders approved Amendment to Certificate of Incorporation to effect a reverse stock split within a range from 1-for-30 to 1-for-75 at the 2024-02-22 meeting.

“On February 22, 2024, Nuburu, Inc. ("Nuburu" or the "Company") held a Special Meeting of Stockholders (the "Special Meeting") virtually via live webcast.”

Nuburu, Inc. received a nyse_american deficiency notice notice regarding minimum bid price (rules 1003(f)(v)).

“December 28, 2023, Nuburu, Inc. (the “Company”) received notice (the “Notice”) from the NYSE American LLC (the “NYSE American”) indicating that the Company is not in compliance with the continued listing standard set forth in Section 1003(f)(v) of the NYSE American Company Guide (the “Company Guide”) because the shares of the Company’s common stock have been selling for a low price per share for a substantial period of time. The Notice has no immediate effect on the listing or trading of the Company’s securities and the Company’s common stock will continue to trade on the NYSE American under t”

Nuburu, Inc. entered into Note and Warrant Purchase Agreement with the lenders identified therein (the "Lenders") valued at $5.5 million (effective 2023-11-13).

“On November 13, 2023, Nuburu, Inc. (the “Company”) entered into a Note and Warrant Purchase Agreement (“Purchase Agreement”) with the lenders identified therein (the “Lenders”) providing for a loan with an aggregate principal amount of $5.5 million (the “Loan”).”

Nuburu, Inc. reported third quarter ended September 30, 2023 results: revenue $0.2 million, net income $5.1 million, EPS $0.14 per share. Guidance lowered.

“Total revenue was $0.2 million compared to $0.9 million, or a 78% quarter-over-quarter decrease”

Mark Zediker departed as Chief Executive Officer at Nuburu, Inc..

“Mr. Knaley is replacing Mark Zediker who separated from service with the Company effective as of November 1, 2023.”

Brian Knaley was appointed as Director at Nuburu, Inc..

“Mr. Knaley has also joined the Board of Directors of the Company.”

Brian Knaley was appointed as Chief Executive Officer at Nuburu, Inc..

“On November 1, 2023, Nuburu, Inc. (the “Company”) appointed Brian Knaley as the Company’s new Chief Executive Officer.”

Elizabeth Mora was appointed as Lead Independent Director at Nuburu, Inc..

“appointed Elizabeth Mora as the Lead Independent Director”

Ron Nicol was appointed as Executive Chairman at Nuburu, Inc..

“On September 25, 2023, Nuburu, Inc. (the “Company”) appointed Ron Nicol as the Executive Chairman of the Company.”

John Bolton was appointed as Director at Nuburu, Inc..

“On August 22, 2023, the Board of Directors (the "Board") of Nuburu, Inc. (the "Company") approved an increase in the size of the Board from six to seven directors and appointed John Bolton to the Board.”

Nuburu, Inc. updated its the second quarter ended June 30, 2023 guidance (reaffirmed).

“On August 10, 2023, Nuburu, Inc. ("Nuburu" or the "Company") issued a press release announcing its financial results for the quarter ended June 30, 2023.”

Nuburu, Inc. incurred convertible notes of aggregate principal amount of $1.3 million with certain investors including existing investors at seven percent per year maturing on the earlier of June 23, 2026, or the occurrence of an Event of Default.

“the Company entered into an additional Note and Warrant Purchase Agreement (as amended, the “Purchase Agreement”) with certain investors including existing investors, for the sale of (i) convertible promissory notes (“Convertible Notes”) in the aggregate principal amount of $1.3 million”

Nuburu, Inc. shareholders approved Ratification of selection of WithumSmith+Brown, PC as the Company's independent registered public accounting firm for 2023 at the 2023-06-16 meeting.

“For Against Abstain Broker Non-Votes 24,085,257 31,816 957 ―”

Nuburu, Inc. shareholders approved Election of Class I Directors at the 2023-06-16 meeting.

“Nominee For Withhold Broker Non-Votes Ron Nicol 23,962,237 103,087 52,706 Kristi Hummel 24,031,440 33,884 52,706”

Nuburu, Inc. incurred convertible notes of $7.925 million with Wilson-Garling 2023 Family Trust, Eunomia, LP, David Seldin, Curtis N Maas Revocable Trust, and certain other existing investors at seven percent per year maturing June 23, 2026.

“On June 12, 2023, Nuburu, Inc. (the “Company”) entered into a Note and Warrant Purchase Agreement (the “Purchase Agreement”) primarily with certain existing investors (each, an “Investor”) for the sale of (i) convertible promissory notes (“Convertible Notes”) in the aggregate principal amount of $7.925 million”

Nuburu, Inc. entered into Note and Warrant Purchase Agreement with certain existing investors valued at $7.925 million (effective 2023-06-12).

“On June 12, 2023, Nuburu, Inc. (the “Company”) entered into a Note and Warrant Purchase Agreement (the “Purchase Agreement”) primarily with certain existing investors (each, an “Investor”) for the sale of (i) convertible promissory notes (“Convertible Notes”) in the aggregate principal amount of $7.925 million”

Ake Almgren resigned as Director at Nuburu, Inc..

“Dr. Ake Almgren notified the Company on May 9, 2023 of his resignation as a member of the Board of Directors (the “Board”) effective as of May 19, 2023”

Nuburu, Inc. reported the first quarter ended March 31, 2023 results: revenue $0.5 million, net income $4.8 million, EPS $0.19 per share. Guidance reaffirmed.

“specific reference in such a filing. --- EX-99.1 (EX-99.1) --- EX-99.1 Exhibit 99.1 NUBURU, Inc. Announces First Quarter 2023 Results First quarter revenue of approximately $0.5 million, representing a 422% year-over-year increase Launched new Nuburu BL TM Series laser Centennial, Colo. — May 11, 2023 — NUBURU, Inc. (“NUBURU” or the "Company") (NYSE American:”

Dr. Ake Almgren resigned as Director at Nuburu, Inc..

“On May 9, 2023, Dr. Ake Almgren notified Nuburu, Inc. (the “Company”) of his resignation as a member of the Board of Directors (the “Board”) effective as of May 19, 2023.”

Nuburu, Inc. amended Third Amendment to Preferred Stock Sale Option Agreement with Anzu Nuburu LLC and other Anzu SPVs valued at Revised the definition of Option Period to specify specific trading day windows for exercise periods (effective 2023-03-10).

“The Third Amendment to Preferred Stock Sale Option Agreement further amends the Preferred Stock Sale Option Agreement to revise the definition of an “Option Period” during which the Company may exercise the Option (as defined in the Preferred Stock Sale Option Agreement) to mean (i) the first through third trading day of each month, with respect to permitted transfers made by the holder during the period beginning with the start of the eleventh trading day of the preceding month and continuing through the end of the preceding month, and (ii) the eleventh through thirteenth trading day of each month, with respect to permitted transfers made during the first ten trading days of that month.”

Nuburu, Inc. amended Fourth Amendment to Registration Rights and Lock-Up Agreement with Anzu Investors and other holders valued at Expanded Permitted Transfers by Anzu Investors by removing the $5.00 per share minimum price require (effective 2023-03-10).

“The Fourth Amendment to Registration Rights and Lock-Up Agreement further amends the original Registration Rights and Lock-Up Agreement to expand the scope of “Permitted Transfers” by the Anzu Investors by removing the requirement that the price at which such transfers occur must exceed $5.00 per share of Common Stock.”

Nuburu, Inc. reported the fiscal year ended December 31, 2022 results: net income Net income of $11.1 million.

“the Company issued a press release announcing financial results for Tailwind for the year ended December 31, 2022”

Nuburu, Inc. reported fourth quarter and the fiscal year ended December 31, 2022 results: revenue $435.

“most useful and appreciated.” Fourth Quarter and Full Year Financial Highlights (Unaudited) Three Months Ended December 31, $ Change % Change ($ in thousands) 2022 2021 Revenue $ 435 $ 62 $ 373 601.6 % Total gross margin (771 ) (689 ) (82 ) 11.9 % EBITDA1 (3,859 ) (2,505 ) (1,354 ) 54.1 % Capital expenditures (254 ) (110 ) (144 ) 130.9 % Free cash flow1 (3,194”

Nuburu, Inc.: Ceased to be a shell company as a result of the Merger.

“As a result of the Merger, which fulfilled the definition of a business combination as required by the Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Closing, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing.”

Nuburu, Inc.: Adopted new Code of Business Conduct and Ethics effective January 31, 2023 (effective 2023-01-31).

“Following the consummation of the Business Combination, on January 31, 2023, the Board approved and adopted a new Code of Business Conduct and Ethics (the “Code of Conduct”). The Code of Conduct applies to all of the Company’s employees, executive officers and directors.”

Nuburu, Inc.: Amended and restated certificate of incorporation effective January 31, 2023 (effective 2023-01-31).

“On the Closing Date, in connection with the consummation of the Business Combination, the Company’s certificate of incorporation was amended and restated (as amended, the “Amended and Restated Certificate of Incorporation”). The Amended and Restated Certificate of Incorporation became effective upon filing with the Secretary of State of the State of Delaware on January 31, 2023 and includes the amendments proposed by the Charter Proposals.”

Nuburu, Inc. underwent a change of control involving Nuburu Subsidiary, Inc. f/k/a Nuburu, Inc. ("Legacy Nuburu") (closed 2023-01-31).

“On January 31, 2023 (the “Closing Date”), Nuburu, Inc., a Delaware corporation f/k/a Tailwind Acquisition Corp. (“Nuburu,” the “Company,” “we,” “us” or “our”), consummated the previously announced business combination pursuant to that certain Business Combination Agreement, dated August 5, 2022 (the “Business Combination Agreement”), by and among Nuburu, Compass Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Nuburu Subsidiary, Inc., a Delaware corporation f/k/a Nuburu, Inc. (“Legacy Nuburu”), following approval thereof at a special meeting of the Company’s stockholders held on December 27, 2022 (the “Special Meeting”).”

Nuburu, Inc. amended Third Amendment to Registration Rights and Lock-Up Agreement with Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (effective 2023-01-31).

“On January 31, 2023, Tailwind and certain other parties entered into an amendment (the “Third Amendment to Registration Rights and Lock-Up Agreement”) to that certain Amended and Restated Registration Rights and Lock-Up Agreement, dated August 5, 2022, by and among the Company and the Holders (as defined therein), as amended by the Amendment to Amended and Restated Registration Rights and Lock-Up Agreement dated November 22, 2022 and the Second Amendment to Amended and Restated Registration Rights and Lock-Up Agreement dated January 31, 2023 (the “Registration Rights and Lock-Up Agreement”).”

Nuburu, Inc. amended Amended and Restated Letter Agreement with Tailwind, Sponsor, and Insiders (officers and directors) valued at Amendment to lock-up restrictions to permit transfers at price no less than VWAP, with aggregate net (effective 2023-01-31).

“Tailwind, on the one hand, and the Sponsor and Tailwind’s officers and directors (the “Insiders”), on the other hand, are parties to that certain Letter Agreement, dated as of September 3, 2020, filed as Exhibit 10.4 to Tailwind’s Current Report on Form 8-K filed with the SEC on September 9, 2020, as amended by the Amendment to the Letter Agreement, dated November 22, 2022 (the “Letter Agreement”). In connection with the Business Combination, a form of an amendment to the Letter Agreement to be entered into concurrently with the closing of the Business Combination was agreed upon (the “Form Amendment”). On January 31, 2023, the parties to the Letter Agreement amended and restated the Letter Agreement (the “Amended and Restated Letter Agreement”), which supersedes the Form Amendment. The Amended and Restated Letter Agreement, as compared to the Form Amendment, among other things, amends the specified exceptions to the lock-up restrictions under the Letter Agreement to permit transfers o”

Nuburu, Inc. amended Amended and Restated Sponsor Support and Forfeiture Agreement with Tailwind, Nuburu, and Sponsor (Tailwind Sponsor LLC) valued at Reduction of preferred shares issued to Sponsor from 1,000,000 to 650,000; reduction of common share (effective 2023-01-31).

“On January 31, 2023, Tailwind, Nuburu and the Sponsor amended and restated that certain Sponsor Support and Forfeiture Agreement, dated August 5, 2022, by and between Tailwind, Nuburu and the Sponsor, as amended by the Amendment to the Sponsor Support and Forfeiture Agreement, dated November 22, 2022 (the “Sponsor Support and Forfeiture Agreement”) (as so amended and restated, the “Amended and Restated Sponsor Support and Forfeiture Agreement”). The Amended and Restated Sponsor Support and Forfeiture Agreement amends the Sponsor Support and Forfeiture Agreement to, among other things, (a) reduce the amount of preferred shares of the Company that are being issued to the Sponsor pursuant to the Preferred Stock Issuance, from 1,000,000 to 650,000 shares and (b) reduce the amount of common shares of the Company that are being retained by the Sponsor in connection with the consummation of the Business Combination from 1,500,000 to 1,000,000. The Amended and Restated Sponsor Support and Forf”

Nuburu, Inc. amended Second Amendment to Registration Rights and Lock-Up Agreement with Tailwind and certain other parties (Holders) valued at Amendments to Registration Rights and Lock-Up Agreement including changes to lock-up period for Tran (effective 2023-01-31).

“On January 31, 2023, Tailwind and certain other parties entered into an amendment (the “Second Amendment to Registration Rights and Lock-Up Agreement”) to that certain Amended and Restated Registration Rights and Lock-Up Agreement, dated August 5, 2022, by and among Tailwind and the Holders (as defined therein), as previously amended on November 22, 2022 (the “Registration Rights and Lock-Up Agreement”). The Second Amendment to Registration Rights and Lock-Up Agreement amends the original Registration Rights and Lock-Up Agreement to, among other things, (a) amend the parties to the Registration Rights and Lock-Up Agreement, (b) amend the defined term “Lock-Up Period” to specify the lock-up period applicable to the Transferred Founder Shares held by the Purchasing Party, which lasts until the earlier of September 30, 2023 or such date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having”

Nuburu, Inc. entered into Share Transfer Agreement with Tailwind Sponsor LLC and unaffiliated third party (Purchasing Party) valued at 100,000 shares of Class A common stock acquired; 150,000 shares of common stock transferred as consi (effective 2023-01-25).

“On January 25, 2023, Tailwind Sponsor LLC (the “Sponsor”), the sponsor of Tailwind, entered into an agreement (the “Share Transfer Agreement”) with an unaffiliated third party (the “Purchasing Party”) whereby the Purchasing Party agreed to use commercially reasonable efforts to seek to acquire 100,000 shares of Class A common stock, par value $0.0001 per share, of Tailwind (the “Acquired Shares”) from a third party which had previously submitted an election to redeem for the purposes of the Purchasing Party reversing such election to redeem on or following the date of the agreement. In exchange for the foregoing commitment to acquire and reverse the redemption of the Acquired Shares, the Sponsor agreed to transfer to the Purchasing Party an aggregate of 150,000 shares of common stock of the Company held by the Sponsor immediately following the consummation of the Business Combination (the “Transferred Founder Shares”) if the Purchasing Party continued to hold such Acquired Shares throu”

Nuburu, Inc. shareholders approved Listing Proposal at the 2022-12-27 meeting.

“Proposal No. Tailwind Common Stock Votes For Tailwind Common Stock Votes Against Tailwind Common Stock Abstentions 5. 9,403,019 150,155 0 The Listing Proposal was approved.”

Nuburu, Inc. shareholders approved Director Appointment Proposal at the 2022-12-27 meeting.

“Proposal No. Tailwind Common Stock Votes For Tailwind Common Stock Votes Against Tailwind Common Stock Abstentions 4. 9,483,367 69,697 110 The Director Appointment Proposal was approved.”

Nuburu, Inc. shareholders approved Proposal No. 3E - Require two-thirds vote to amend certain charter provisions at the 2022-12-27 meeting.

“Proposal No. Tailwind Common Stock Votes For Tailwind Common Stock Votes Against Tailwind Common Stock Abstentions 3E. 9,482,655 70,409 110 The Proposal No. 3E was approved.”

Nuburu, Inc. shareholders approved Proposal No. 3D - Remove provisions regarding corporate opportunity doctrine at the 2022-12-27 meeting.

“Proposal No. Tailwind Common Stock Votes For Tailwind Common Stock Votes Against Tailwind Common Stock Abstentions 3D. 9,483,352 69,712 110 The Proposal No. 3D was approved.”

Nuburu, Inc. shareholders approved Proposal No. 3C - Provide that authorized shares may be increased or decreased by majority vote at the 2022-12-27 meeting.

“Proposal No. Tailwind Common Stock Votes For Tailwind Common Stock Votes Against Tailwind Common Stock Abstentions 3C. 9,483,462 69,712 0 The Proposal No.3C was approved.”