29 June 2023
NUBURU’s latest private placement boosts June capital raise from about $8m to $9.2m
NUBURU Inc of Centennial, CO, USA — which conducts research, development, design and manufacturing of high-power, high-brightness industrial blue lasers — says that, subsequent to the purchase agreement announced on 12 June that raised $7.925m, on 16 June, it entered into an additional note and warrant purchase agreement with certain investors including existing investors, for the sale of (i) convertible promissory notes worth a total of $1.3m, and (ii) warrants to purchase up to 1,889,535 shares of common stock, par value $0.0001 per share.
The total amount of the cash infusion raised from these two purchase agreements (prior to deducting transaction and issuance costs) is about $9.2m.
The shares underlying the convertible notes and the warrants are subject to a one-year lock up and are expected to be registered for resale on a registration statement on Form S-3 after 6 February 2024.
“Our ability to attract both existing and new investors to complete a second funding transaction this month provides further indication that our next-generation technology and market opportunity are resonating with the financial community,” believes CEO & co-founder Dr Mark Zediker. “This additional capital will help us continue our commercialization and execute our product development roadmap and deliver dramatically improved manufacturing capabilities to our customers in our primary markets: welding, metal additive 3D printing and consumer electronics.”
The convertible notes are senior, unsecured obligations of the company and bear interest at the rate of 7% per year and are payable on the earlier of 23 June 2026, or the occurrence of an event of default, as defined in the convertible notes. They may be converted at any time following 23 June 2023, prior to the payment in full of the principal amount of the convertible notes at the investor’s option. In the event of the sale of the company, the outstanding principal amount of each convertible note, plus all accrued and unpaid interest not otherwise converted into equity securities pursuant to the terms of the convertible notes, shall (i) if the investor so elects, be converted into equity securities pursuant to the terms of the convertible notes (the conversion shares) at a price equal to $0.688 (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. Subsequent to the effectiveness of a registration statement registering the registrable securities, NUBURU may elect to pay interest in kind through the issuance of shares of common stock at the conversion price, in lieu of payments in cash (the interest shares).
The warrants issued pursuant to the purchase agreement entitle the relevant investor to purchase that number of fully paid and non-assessable shares of common stock (the warrant shares) determined by dividing the principal amount of each convertible note by the conversion price. The warrants have an exercise price equal to $1.03, which represent a 50% premium over the exercise price, and expire on 23 June 2028.