Item 1.01 Entry into a Material Definitive Agreement.
On June 30, 2025, Blaize, Inc., a wholly owned subsidiary of Blaize Holdings, Inc. (“Blaize” or the “Company”), entered into a Sales Partner Referral Agreement (the “Referral Agreement”) with Burkhan LLC (the “Sales Partner”), an affiliate of Burkhan Capital LLC (“Burkhan”).
Pursuant to the Referral Agreement, the Sales Partner will, on a non-exclusive basis, promote certain Company products and refer potential customers to the Company. The Company may approve or reject any customer opportunity presented by the Sales Partner in its sole discretion. For any approved customer opportunity, the Company and Sales Partner will negotiate in good faith on commissions payable to the Sales Partner.
The Referral Agreement has a term of three years and is terminable by either party for convenience on 30 days’ written notice or on five day’s written notice in the event of a material breach by the other party. The Referral Agreement also contains certain confidentiality and indemnification provisions.
The Referral Agreement has an initial approved customer of BurTech Systems Tech LLC (“BST”), an affiliate of Burkan, as described in the referral exhibit thereto (the “Referral Exhibit”). Under the Referral Exhibit, BST will purchase up to approximately $56.5 million of products from the Company on behalf of an unaffiliated end user, beginning in the second quarter of 2025 through 2026. BST will receive a financing fee of 2.5% of the total purchase price from the end user and Sales Partner will receive a commission payable by the Company of up to 10%, depending on Company gross margins under the purchase order, payable in cash and, in the Company’s discretion, partially in Company common stock, as described in the Referral Exhibit.
The terms of the Referral Agreement were reviewed and approved by the Audit Committee of the Board of Directors in accordance with the Company’s related-party transaction policy.
The foregoing summary of the Referral Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Referral Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity
The information in Item 1.01, to the extent applicable, is incorporated herein by reference. The issuance of shares of Company common stock, if any, is exempt from the registration requirement of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
|
|
| No. |
|
Description |
| 10.1* |
|
Sales Partner Referral Agreement, dated as of June 30, 2025, by and between the Company and Burkhan LLC |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Portions of this exhibit have been omitted because they contain information that is both not material and is the type that the registrant treats as private or confidential.
