UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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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 the filing and effectiveness of the provisions of the Amended and Restated Certificate of Incorporation of the Company currently in effect (the "Charter") and all the shares of the Company's common stock and any other securities issued in reliance on the validity of such Charter.
On March 14, 2023, the Court of Chancery held a hearing on the Petition and issued a final order granting the Petition, thereby (1) validating and declaring effective the Charter, and (2) validating and declaring effective all shares of the Company’s common stock and any other securities issued in reliance on the effectiveness of the Charter. A copy of the Court’s order is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
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Description |
99.1 |
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Order entered by the Delaware Court of Chancery on March 14, 2023. |
104 |
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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.
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Nuburu, Inc. |
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Date: |
March 15, 2023 |
By: |
/s/ Brian Knaley |
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Name: Title: |
Brian Knaley |
Exhibit 99.1
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GRANTED |
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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE |
In re NUBURU, INC. ) C.A. No. 2023-____-
[PROPOSED] ORDER GRANTING PETITION FOR RELIEF PURSUANT TO 8 DEL. C. § 205
WHEREAS, on January 31, 2023, Nuburu, Inc. (“Nuburu” or the “Company”) filed its Amended and Restated Certificate of Incorporation (the “Charter”) with the Delaware Secretary of State;
WHEREAS, in reliance on the validity and effectiveness of the Charter, Nuburu has issued shares of its capital stock and other securities, and taken other actions, from time to time on or after January 31, 2023 and through the date of this order;
WHEREAS, on February 27, 2023 Nuburu filed with this Court a Verified Petition for Relief under 8 Del. C. § 205 seeking validation of the Charter and the securities issued in reliance thereon (the “Petition”); and
WHEREAS, the Court has considered the factors in 8 Del. C. § 205(d) and finds good cause to grant the Petition;
IT IS HEREBY ORDERED, this __ day of , 2023, that under 8 Del. C. § 205:
1. The December 27, 2022 stockholder vote approving the Charter is hereby validated and declared effective.
[Vice] Chancellor
This document constitutes a ruling of the court and should be treated as such.
Court: DE Court of Chancery Civil Action
Judge: Lori W. Will
File & Serve
Transaction ID: 69230790
Current Date: Mar 14, 2023
Case Number: 2023-0250-LWW
Case Name: In re Nuburu, Inc.
Court Authorizer: Lori W. Will
Court Authorizer
Comments:
The petition is granted pursuant to Section 205(a) of the Delaware General Corporation Law for the reasons set forth in the court's March 14, 2023 bench ruling. See transcript; see also Opinion Regarding Section 205 Petition, In re Lordstown Motors Corp., 2023-0083-LWW (Del. Ch. Feb. 21, 2023) (setting forth reasoning for granting similar relief in a Section 205 action).
/s/ Judge Lori W. Will
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