David Seldin Form 4 Nuburu / David Seldin ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Seldin David

(Last) (First) (Middle)

12610 RACE TRACK ROAD

SUITE 250

(Street)

TAMPA FL 33626

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nuburu, Inc. [ BURU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
7% Convertible Promissory Note due 2026	$0.688(1)(2)	06/23/2023		A(3)		$1,200,000		06/24/2023(1)(2)	06/23/2026(1)(2)	Common Stock	1,744,186(1)(2)	$1,200,000	$1,200,000(1)(2)	D
Warrant (right to buy)	$1.03(4)	06/23/2023		A(3)		1,744,186		12/23/2023	06/23/2028	Common Stock	1,744,186	(5)	1,744,186	D

Explanation of Responses:

1. Convertible promissory notes with an aggregate principal amount of $1,200,000 ("Convertible Notes") were 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. (the "Issuer") and the investors listed on Schedule I thereto (the "Purchase Agreement"). The Convertible 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 Convertible Notes into shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock") at a conversion price of $0.688 (subject to adjustment pursuant to the terms of the Convertible 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.

2. (Continued from Footnote 1) All unpaid principal, together with any then unpaid and accrued interest and other amounts payable under the Convertible Notes, will be due and payable on the earlier of (i) June 23, 2026, or (ii) following the occurrence of an event of default.

3. This purchase was exempted pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

4. Subject to adjustment pursuant to the terms of the warrants to purchase shares of Common Stock (the "Warrants") issued on June 23, 2023 pursuant to the Purchase Agreement.

5. The Warrants were issued pursuant to the Purchase Agreement in connection with the purchase of the Convertible Notes as partial consideration for the Convertible Notes.

Remarks:

The Reporting Person may be deemed a director by deputization of the Issuer. 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 Common Stock owned by the other members of the Section 13(d) group except to the extent of his pecuniary interest therein.

	/s/ Debrah Herman, attorney-in-fact for David Seldin	06/27/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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