Nuburu, Inc.

The Board has determined that it is in the best interests of the Company and its stockholders to implement one or more Reverse Stock Splits in order to comply with the NYSE American (or other applicable stock exchange) continued listing standards. The Board believes that approval of a proposal providing the Board with this generalized grant of authority with respect to setting the split ratio, rather than mere approval of a pre-defined reverse stock split, will give the Board flexibility to set the ratio in accordance with current market conditions and therefore allow the Board to act in the best interests of the Company and its stockholders. The Board is seeking approval to implement one or more reserve stock splits, during the 12-months following approval, based on the best interests of the Company. The Reverse Stock Split proposal is not part of a going-private transaction.

Implementing one or more Reverse Stock Splits will help us comply with the NYSE American (or other applicable stock exchange) continued listing standards, improve our capital structure, which we believe will facilitate further potential business and financing transactions, increase the trading price of our Common Stock and provide us with greater liquidity and a stronger investor base.

Our Common Stock is listed on the NYSE American. Under NYSE American rules, a stock split ratio may not be at or exceed 200-for-1 during a two-year period. On July 23, 2024, we effected a reverse stock split of our Common Stock at a ratio of 40-for-1. As a result, we are currently limited to implementing less than a 5-for-1 reverse stock split until July 24, 2026. We intend for the 1-for-4.99 Reverse Stock Split to be effective as of February 27, 2026, with our Common Stock expected to begin trading on a 1-for-4.99 split-adjusted basis (with every 4.99 shares being converted into a single share) at the commencement of trading on March 2, 2026. The 1-for-4.99 Reverse Stock Split was previously approved by our stockholders at the Company’s annual meeting of stockholders held on July 9, 2025. We are not asking for additional approval for the 1-for-4.99 Reverse Stock Split.

Any Reverse Stock Split would decrease the total number of shares of our Common Stock outstanding and should, absent other factors, proportionately increase the market price of our Common Stock to a level above the minimum price for continued listing standard under NYSE American rules. Therefore, the Board believes that the Reverse Stock Split is an effective means for us to maintain compliance with applicable minimum price continued listing standards.

After one or more Reverse Stock Splits are effected, if at all, we will continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). By itself, a Reverse Stock Split will not have any impact on the market in which our Common Stock is traded; however, our Common Stock would be identified with a new CUSIP number following any Reverse Stock Split.