3//SEC Filing
Wilson-Garling 2023 Family Trust 3
Accession 0000899243-23-016408
CIK 0001814215other
Filed
Jun 22, 8:00 PM ET
Accepted
Jun 23, 5:30 PM ET
Size
7.9 KB
Accession
0000899243-23-016408
Insider Transaction Report
Form 3
Nuburu, Inc.BURU
Wilson-Garling 2023 Family Trust
10% Owner
Holdings
7% Convertible Promissory Notes due 2026
Exercise: $0.69From: 2023-06-24Exp: 2026-06-23→ Common Stock (7,267,442 underlying)Warrants (right to buy)
Exercise: $1.03From: 2023-12-23Exp: 2028-06-23→ Common Stock (7,267,442 underlying)
Footnotes (4)
- [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.
Documents
Issuer
Nuburu, Inc.
CIK 0001814215
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001981439
Filing Metadata
- Form type
- 3
- Filed
- Jun 22, 8:00 PM ET
- Accepted
- Jun 23, 5:30 PM ET
- Size
- 7.9 KB