Jill Garling - Jun 13, 2023 Form 4 Insider Report for Nuburu, Inc. (BURU)

Role: 10%+ Owner
Signature: /s/ Jill Garling
Stock symbol: BURU
Transactions as of: Jun 13, 2023
Transactions value $: $2,000,000
Form type: 4
Date filed: 6/15/2023, 08:17 PM
Next filing: Jun 23, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	BURU	7% Convertible Promissory Note due 2026	Purchase	$2M				2.91M	Jun 13, 2023	Common Stock	2.91M	$0.69	See Footnote	F1, F2
transaction	BURU	Warrant (right to buy)	Purchase		+2.91M			2.91M	Jun 13, 2023	Common Stock	2.91M	$1.03	See Footnote	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The 7% convertible promissory note with an aggregate principal amount of $2,000,000 ("Note") was issued on June 13, 2023 pursuant to that certain Note and Warrant Purchase Agreement, dated as of June 12, 2023, by and among Nuburu, Inc. (the "Issuer") and the investors listed on Schedule I thereto (the "Purchase Agreement"). The Note and any accrued interest thereon are convertible at the option of the holder at any time following June 23, 2023 prior to repayment of the Note into shares of the Issuer's common stock at a conversion price of $0.688 (subject to adjustment pursuant to the terms of the Note). Interest accrues on the unpaid principal amount at a rate equal to 7% per annum, but it is not due and payable until the maturity date. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable under the Note, will be due and payable on the earlier of (i) June 23, 2026, or (ii) following the occurrence of an event of defaault.
F2	The securities are held directly by held by the Wilson-Garling 2023 Family Trust, of which Jill Garling is the trustee. As trustee, Ms. Garling exercises voting and investment control over these securities. Ms. Garling also exercises voting and investment control over the securities held by Wilson-Garling 2020 Family Trust uad 9/20/20, of which she is also trustee, and Ms. Garling may also be deemed to have voting and dispositive control over the securities held by W-G Investments LLC, of which she is a member and her spouse is the sole manager.
F3	Subject to adjustment pursuant to the terms of the warrant to purchase shares of the Issuer's common stock, par value $0.0001 per share (the "Warrant"), issued on June 13, 2023 pursuant to the Purchase Agreement.
F4	The Warrant was issued pursuant to the Purchase Agreement in connection with the purchase of the Note as partial consideration for the Note.

Remarks:

The Reporting Person may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act. The Reporting Person disclaims beneficial ownership of the shares of the Issuer's common stock owned by the other members of the Section 13(d) group except to the extent of her pecuniary interest therein.