Wilson-Garling 2023 Family Trust - Jun 23, 2023 Form 3 Insider Report for Nuburu, Inc. (BURU)

Role: 10%+ Owner
Signature: /s/ Jill Garling, as Trustee on behalf of the Wilson-Garling 2023 Family Trust
Stock symbol: BURU
Transactions as of: Jun 23, 2023
Transactions value $: $0
Form type: 3
Date filed: 6/23/2023, 05:30 PM

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
holding	BURU	7% Convertible Promissory Notes due 2026							Jun 23, 2023	Common Stock	7.27M	$0.69	Direct	F1, F2
holding	BURU	Warrants (right to buy)							Jun 23, 2023	Common Stock	7.27M	$1.03	Direct	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 notes with an aggregate principal amount of $5,000,000 ("Notes") were issued on June 13, 2023 ($2,000,000) and June 23, 2023 ($3,000,000) 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 Notes 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 Notes into shares of the Issuer's common stock at a conversion price of $0.688 (subject to adjustment pursuant to the terms of the Notes). 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.
F2	(Continued from footnote 1) All unpaid principal, together with any then unpaid and accrued interest and other amounts payable under the Notes, will be due and payable on the earlier of (i) June 23, 2026, or (ii) following the occurrence of an event of default.
F3	The warrants to purchase an aggregate of 7,267,442 shares of the Issuer's common stock, par value $0.0001 per share (the "Warrants"), were issued pursuant to the Purchase Agreement in connection with the purchase of the Notes as partial consideration for the Notes.
F4	Subject to adjustment pursuant to the terms of the Warrants issued on June 13, 2023 (issuable for up to 2,906,977 shares of common stock) and June 23, 2023 (issuable for up to 4,360,465 shares of common stock) pursuant to the Purchase Agreement.

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 its pecuniary interest therein.