Nuburu, Inc. — Director's Dealing 2023

Jun 23, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nuburu, Inc. (BURU)
CIK: 0001814215
Period of Report: 2023-06-23

Reporting Person: Nicol Ronald Lee (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-06-23	7% Convertible Promissory Note due 2026	$0.688	P		Acquired	2026-06-23	Common Stock (1453488)	Indirect
2023-06-23	Warrant (right to buy)	$1.03	P	1453488	Acquired	2028-06-23	Common Stock (1453488)	Indirect

Footnotes

F1: The 7% convertible promissory note with an aggregate principal amount of $1,000,000 ("Note") was issued on June 23, 2023 pursuant to that certain Note and Warrant Purchase Agreement, dated as of June 12, 2023, by and among Nuburu, Inc. 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 Nuburu common stock at a conversion price of $0.688 (subject to adjustment pursuant to the terms of the Note, the "Conversion Price"). 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 default.

F2: The securities are held directly by Eunomia, LP. Mr. Nicol is the manager of Eunomia, LP and exercises voting and investment control over these securities.

F3: Subject to adjustment pursuant to the terms of the warrant to purchase shares of Nuburu common stock, par value $0.0001 per share (the "Warrant"), issued on June 23, 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.