Sec Form 4 Filing - Garling Jill @ Nuburu, Inc. - 2023-06-23

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Garling Jill 2. Issuer Name and Ticker or Trading Symbol Nuburu, Inc. [ BURU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O NUBURU, INC., 7442 S TUCSON WAY, SUITE 130 3. Date of Earliest Transaction (MM/DD/YY) 06/23/2023 (Street) CENTENNIAL, CO80112 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ) 06/23/2023 P 06/24/2023( 1 ) 06/23/2026( 1 ) Common Stock 4,360,465 ( 1 ) $ 3,000,000 7,267,442 ( 1 ) I See Footnote ( 2 ) Warrant (right to buy) $ 1.03 ( 3 ) 06/23/2023 P 4,360,465 12/23/2023 06/23/2028 Common Stock 4,360,465 ( 4 ) 7,267,442 I See Footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Garling Jill C/O NUBURU, INC. 7442 S TUCSON WAY, SUITE 130 CENTENNIAL, CO80112 X Signatures /s/ Jill Garling 06/23/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The 7% convertible promissory note with an aggregate principal amount of $3,000,000 ("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. (the "Issuer") 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 the Issuer's common stock at a conversion price of $0.688 (subject to adjustment pursuant to the terms of the Note). 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. ( 2 )The securities are held directly by held by the Wilson-Garling 2023 Family Trust, of which Jill Garling is the trustee. As trustee, Ms. Garling exercises voting and investment control over these securities. Ms. Garling also exercises voting and investment control over the securities held by Wilson-Garling 2020 Family Trust uad 9/20/20, of which she is also trustee, and Ms. Garling may also be deemed to have voting and dispositive control over the securities held by W-G Investments LLC, of which she is a member and her spouse is the sole manager. ( 3 )Subject to adjustment pursuant to the terms of the warrant to purchase shares of the Issuer's common stock, par value $0.0001 per share (the "Warrant") issued on June 23, 2023 pursuant to the Purchase Agreement. ( 4 )The Warrant was issued pursuant to the Purchase Agreement in connection with the purchase of the Note as partial consideration for the Note.

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 her pecuniary interest therein.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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