NOTES AND CONVERTIBLE NOTES PAYABLE | NOTE 8. NOTES AND CONVERTIBLE NOTES PAYABLE As of March 31, 2024 and December 31, 2023, the Company's outstanding debt consisted of the following. Please refer to the remainder of this footnote for more information on the debt issued during the periods presented. March 31, December 31, Junior Notes Issued November 2023 $ 5,500,000 $ 5,500,000 Unamortized debt discount ( 1,961,661 ) ( 2,751,533 ) Unamortized deferred financing costs ( 451,144 ) ( 600,475 ) Current portion of notes payable 3,087,195 2,147,992 Senior Convertible Notes Issued June 2023 6,713,241 6,713,241 Convertible notes payable, long-term 6,713,241 6,713,241 Total debt $ 9,800,436 $ 8,861,233 Junior Notes Issued November 2023 On November 13, 2023, the Company entered into Note and Warrant Purchase Agreements (the "Junior Note Purchase Agreements") with the lenders identified therein (the "Lenders") providing for (i) zero-interest promissory notes, issued with a 10 % original issue discount, in the aggregate principal amount of $ 5,500,000 (the "Junior Notes"), and (ii) warrants ("Junior Note Warrants," refer to Note 10, Warrants ), exercisable for an amount of the Company's common stock equal to 100 % of the principal amount of the Junior Notes (limited to an aggregate of 19.9 % of the Company's outstanding common stock until such time as the transaction is approved by the Company's stockholders), which will be exercisable for $ 0.25 per share of the Company's common stock (subject to adjustments noted in the Junior Note Purchase Agreements). The Junior Notes are junior and secured by the Company's patent portfolio pursuant to a security agreement among the parties (the "Security Agreement"). The Junior Notes will mature on the earlier of: (i) the Company closing a credit facility in principal amount of at least $ 20 million, (ii) a Sale Event (as defined in the Junior Note Purchase Agreements), or (iii) twelve months after issuance. The Junior Notes contain customary events of default. If the Junior Notes have not been repaid within six or nine months after issuance, the Junior Notes will begin to bear interest at the SOFR rate plus 9 % and at the SOFR rate plus 12 %, respectively, and an additional 25 % warrant coverage will be provided at each such date, with a per share exercise price equal to 120 % of the trading price of the Company's common stock at the time of issuance and a redemption right in favor of the Company when the trading price of the common stock is greater than 200 % of the applicable exercise price for 20 out of any 30 consecutive trading days. Shares of common stock issuable upon exercise of the Junior Note Warrants will be limited to an aggregate of 19.9 % of the Company's outstanding common stock until such time as the transaction is approved by the Company's stockholders. Refer to Note 10 for the Company's accounting for the Junior Note Warrants. As a result of that accounting, the Notes contain the original issue discount of $ 500,000 as well as the discount associated with the Junior Note Warrant liability of $ 2,668,169 . The total discount is amortized over the term of the Junior Notes in accordance with FASB ASC 835 - Interest. The table below summarizes the issuance of the Junior Notes and Junior Note Warrants to related parties: Noteholder Principal Amount of Legacy Convertible Notes W-G Investments LLC (1) $ 1,000,000 David Seldin (2) 1,000,000 Ron Nicol (3) 1,000,000 CST Global LLC (4) 200,000 Curtis N Maas Revocable Trust (5) 150,000 Ake Almgren (6) 100,000 (1) David Seldin was a member of the Legacy Nuburu board of directors and at the time of the issuance was the sole manager of Anzu Nuburu LLC, Anzu Nuburu II LLC, Anzu Nuburu III LLC and Anzu Nuburu V LLC (the "Anzu SPVs"), which at that time owned more than 5 % of Legacy Nuburu’s capital stock. (2) Ron Nicol, manager of Eunomia, LP, is the Executive Chairman of the Company’s board of directors. (3) David Michael, an affiliate of CST Global LLC, was a member of the Legacy Nuburu board of directors. Senior Convertible Notes Issued June 2023 On June 12, 2023 and June 16, 2023, the Company entered into Note and Warrant Purchase Agreements (the “Senior Convertible Note Purchase Agreements”) with certain investors (each, an “Investor”) for the sale of (i) convertible promissory notes (“Senior Convertible Notes”) in the aggregate principal amount of $ 9,225,000 , and (ii) warrants (“Senior Note W arrants," refer to Note 10, Warrants ) to purchase up to 11,518,895 shares of the Company’s common stock from the June 12, 2023 Purchase Agreement and up to 1,889,535 shares of Common Stock from the June 16, 2023 Purchase Agreement. The Senior Convertible Notes are senior, secured obligations of the Company, which became secured by the Company's patent portfolio per the Security Agreement as of November 2023, bear interest at the rate of 7.0 % per annum, and are payable on the earlier of June 23, 2026 or the occurrence of an Event of Default, as defined in the Senior Convertible Notes. The Senior Convertible Notes are senior to the Junior Notes pursuant to an intercreditor agreement between the parties. The Senior Convertible Notes may be converted at any time following June 23, 2023 and prior to the payment in full of the principal amount of the Senior Convertible Notes at the Investor’s option. In the event of the Sale of the Company (as defined in the Senior Convertible Notes), the outstanding principal amount of each Senior Convertible Note, plus all accrued and unpaid interest not otherwise converted into equity securities pursuant to the terms of the Senior Convertible Notes, shall (i) if the Investor so elects, be converted into equity securities pursuant to the terms of the Senior Convertible Notes at a price equal to $ 0.688 per share (subject to appropriate adjustment from time to time for any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event), or (ii) be due and payable immediately prior to the closing of such Sale of the Company, together with a premium equal to 150 % of the principal amount to be prepaid. The table below summarizes the sale of the Senior Convertible Notes and Senior Note Warrants to related parties: Investor Principal Amount of Convertible Notes Wilson-Garling 2023 Family Trust (1) $ 5,000,000 David Seldin (2) 1,200,000 Eunomia, LP (3) 1,000,000 CST Global LLC (4) 100,000 Curtis N Maas Revocable Trust (5) 100,000 (1) Thomas J. Wilson, an affiliate of Wilson-Garling 2023 Family Trust, was a member of the Legacy Nuburu board of directors. (2) David Seldin was a member of the Legacy Nuburu board of directors and at the time of the issuance was the sole manager of Anzu Nuburu LLC, Anzu Nuburu II LLC, Anzu Nuburu III LLC and Anzu Nuburu V LLC (the "Anzu SPVs"), which at that time owned more than 5 % of Legacy Nuburu’s capital stock. (3) Ron Nicol, manager of Eunomia, LP, is the Chairman of the Company’s board of directors. (4) David Michael, an affiliate of CST Global LLC, was a member of the Legacy Nuburu board of directors. (5) Curtis Maas, an affiliate of the Curtis N Maas Revocable Trust, was a member of the Legacy Nuburu board of directors. Legacy Nuburu Convertible Notes Over the course of multiple closings in March, August and December 2022 and January 2023, Legacy Nuburu issued and sold Company Notes payable to various investors with aggregate gross proceeds of $ 11,400,000 . The Company Notes accrued interest at a rate of 8 % per annum. The outstanding principal amount and all accrued and unpaid interest on the Company Notes (the “Conversion Amount”), immediately prior to the consummation of the Business Combination, automatically converted into 2,642,239 shares of Legacy Nuburu common stock that, upon consummation of the Business Combination, entitled the holders of the Company Notes to receive 1,361,787 shares of Common Stock, which was equal to (x) the Conversion Amount divided by (y) $ 8.50 . The table below summarizes the sale of the Company Notes to related parties. Noteholder Principal Amount of Legacy Convertible Notes W-G Investments LLC (1) $ 1,000,000 David Seldin (2) 1,000,000 Ron Nicol (3) 1,000,000 CST Global LLC (4) 200,000 Curtis N Maas Revocable Trust (5) 150,000 Ake Almgren (6) 100,000 (1) Thomas J. Wilson, an affiliate of W-G Investments LLC, was a member of the Legacy Nuburu board of directors. (2) David Seldin was a member of the Legacy Nuburu board of directors and at the time of the issuance was the sole manager of the Anzu SPVs, which at that time owned more than 5 % of Legacy Nuburu’s capital stock. (3) Ron Nicol is the Chairman of the Company’s board of directors and was a member of the Legacy Nuburu board of directors. (4) David Michael, an affiliate of CST Global LLC, was a member of the Legacy Nuburu board of directors. (5) Curtis Maas, an affiliate of the Curtis N Maas Revocable Trust, was a member of the Legacy Nuburu board of directors. (6) Ake Almgren resigned as a member of the Company's board of directors effective as of May 19, 2023. |