Filing Details
- Accession Number:
- 0001140361-23-031992
- Form Type:
- 13D Filing
- Publication Date:
- 2023-06-28 20:00:00
- Filed By:
- Seldin David
- Company:
- Nuburu Inc.
- Filing Date:
- 2023-06-29
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| David Seldin | 4,233,865 | 19,532,844 | 4,233,865 | 19,532,844 | 23,766,709 | 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN (1) Reflects (i) 502,671 shares of the Issuer s common stock, par value 0.0001 per share ( Common Stock ), held directly by Mr. Seldin, (ii) 121,411 shares of the Issuer s Series A Preferred Stock, par value 0.0001 per share ( Preferred Stock ), held directly by Mr. Seldin, assuming such shares of Preferred Stock have been converted into Common Stock at a Preferred Conversion Price (as defined below) equal to 10.00 divided by 5.00, which represents the maximum number of shares issuable to holders of Preferred Stock (the Maximum Preferred Conversion Ratio ) and (iii) 1,744,186 shares of Common Stock issuable to Mr. Seldin upon conversion of the 7% |
| Anzu Partners | 1,177,836 | 0 | 1,177,836 | 0 | 1,177,836 | 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO (1) Reflects (i) 177,836 shares of Common Stock held directly by Anzu Partners and (ii) 500,000 shares of Preferred Stock held directly by Anzu Partners, assuming such shares of Preferred Stock have been converted into Common Stock at the Preferred Conversion Ratio. The Preferred Stock is convertible at any time into Common Stock at the applicable Preferred Conversion Ratio. CUSIP Number 67021W103 1 NAMES OF REPORTING PERSONS Anzu Nuburu LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 4,215,578 (1) 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 4,215,578 (1) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,215,578 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO (1) Reflects (i) 4,020,760 shares of Common Stock held directly by Anzu Nuburu and (ii) 97,409 shares of Preferred Stock held directly by Anzu Nuburu, assuming such shares of Preferred Stock have been converted into Common Stock at the Preferred Conversion Ratio. The Preferred Stock is convertible at any time into Common Stock at the applicable Preferred Conversion Price. CUSIP Number 67021W103 1 NAMES OF REPORTING PERSONS Anzu Nuburu II LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 1,938,871 (1) 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 1,938,871 (1) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,938,871 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO (1) Reflects (i) 1,849,337 shares of Common Stock held directly by Anzu Nuburu II and (ii) 44,767 shares of Preferred Stock held directly by Anzu Nuburu II, assuming such shares of Preferred Stock have been converted into Common Stock at the Preferred Conversion Ratio. The Preferred Stock is convertible at any time into Common Stock at the applicable Preferred Conversion Price. CUSIP Number 67021W103 1 NAMES OF REPORTING PERSONS Anzu Nuburu III LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 1,593,492 (1) 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 1,593,492 (1) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,593,492 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO (1) Reflects (i) 1,519,618 shares of Common Stock held directly by Anzu Nuburu III and (ii) 36,937 shares of Preferred Stock held directly by Anzu Nuburu III, assuming such shares of Preferred Stock have been converted into Common Stock at the Maximum Preferred Conversion Ratio. The Preferred Stock is convertible at any time into Common Stock at the applicable Preferred Conversion Price. CUSIP Number 67021W103 1 NAMES OF REPORTING PERSONS Anzu Nuburu V LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 10,607,067 (1) 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 10,607,067 (1) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,607,067 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO (1) Reflects (i) 10,118,239 shares of Common Stock held directly by Anzu Nuburu V and (ii) 244,414 shares of Preferred Stock held directly by Anzu Nuburu V, assuming such shares of Preferred Stock have been converted into Common Stock at the Maximum Preferred Conversion Ratio. The Preferred Stock is convertible at any time into Common Stock at the applicable Preferred Conversion Price. CUSIP Number 67021W103 1 NAMES OF REPORTING PERSONS CST Global LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Wyoming NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 218,173 (1) 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 218,173 (1) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 218,173 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO (1) Reflects (i) 24,260 shares of Common Stock held directly by CST Global LLC, (ii) 24,282 shares of Preferred Stock held directly by CST Global LLC, assuming such shares of Preferred Stock have been converted into Common Stock at the Maximum Preferred Conversion Ratio and (iii) 145,349 shares of Common Stock issuable to CST Global LLC upon conversion of Convertible Notes issued pursuant to the Purchase Agreement. The Preferred Stock is convertible at any time into Common Stock at the applicable Preferred Conversion Price. 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 Common Stock at the applicable Convertible Note Conversion Price . Interest accrues on the unpaid principal amount of the Convertible Notes at a rate equal to 7% |
| Anzu Nuburu | 4,215,578 | 0 | 4,215,578 | 0 | 4,215,578 | 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO (1) Reflects 103,004 shares of Common Stock held directly by David Jennifer Michael Family Ltd Partnership. CUSIP Number 67021W103 1 NAMES OF REPORTING PERSONS Whitney Haring-Smith 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 36,412 (1) 8 SHARED VOTING POWER 1,177,836 (2) 9 SOLE DISPOSITIVE POWER 36,412 (1) 10 SHARED DISPOSITIVE POWER 1,177,836 (2) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,214,248 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN (1) Reflects (i) 12,130 shares of Common Stock held directly by Mr. Haring-Smith and (ii) 12,141 shares of Preferred Stock held directly by Mr. Haring-Smith, assuming such shares of Preferred Stock have been converted into Common Stock at the Maximum Preferred Conversion Ratio. The Preferred Stock is convertible at any time into Common Stock at the applicable Preferred Conversion Price. (2) Reflects (i) (a) 177,836 shares of Common Stock and (b) 500,000 shares of Preferred Stock held directly by Anzu Partners, assuming such shares of Preferred Stock have been converted into Common Stock at the Maximum Preferred Conversion Ratio. The Preferred Stock is convertible at any time into Common Stock at the applicable Preferred Conversion Price. Mr. Haring-Smith and Mr. Seldin are managing partners of Anzu Partners and share voting and dispositive power with respect to the shares of Common Stock held directly by Anzu Partners. Mr. Haring-Smith disclaims beneficial ownership with respect to the shares held directly by Anzu Partners, except to the extent of his pecuniary interest therein, if any. CUSIP Number 67021W103 1 NAMES OF REPORTING PERSONS Debrah Herman 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 18,355,008 (1) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 18,355,008 (1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,355,008 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN (1) Reflects (i) (a) 4,020,760 shares of Common Stock and (b) 97,409 shares of Preferred Stock held directly by Anzu Nuburu, (ii) (a) 1,849,337 shares of Common Stock and (b) 44,767 shares of Preferred Stock held directly by Anzu Nuburu II, (iii) (a) 1,519,618 shares of Common Stock and (b) 36,937 shares of Preferred Stock held directly by Anzu Nuburu III and (iv) (a) 10,118,239 shares of Common Stock and (b) 244,414 shares of Preferred Stock held directly by Anzu Nuburu V, assuming all of the foregoing shares of Preferred Stock have been converted into Common Stock at the Maximum Preferred Conversion Ratio. The Preferred Stock is convertible at any time into Common Stock at the applicable Preferred Conversion Price. Ms. Herman and Mr. Seldin are managers of each of the Anzu SPVs and share voting and dispositive power with respect to the shares of Common Stock held directly by the Anzu SPVs. Ms. Herman disclaims beneficial ownership with respect to the shares held directly by the Anzu SPVs, except to the extent of her pecuniary interest therein, if any. Explanatory Note This Amendment No. 2 (this Schedule 13D Amendment ) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the SEC ) on February 7, 2023 (the Original Schedule 13D and, as amended by the Schedule 13D Amendment filed with the SEC on March 13, 2023 and this Schedule 13D Amendment, the Schedule 13D ), is being filed on behalf of David Seldin, Whitney Haring-Smith, Debrah Herman, David Jennifer Michael Family Ltd Partnership, a California limited partnership, CST Global LLC, a Wyoming limited liability company, Anzu Partners LLC, a Florida limited liability company, Anzu Nuburu LLC, a Florida limited liability company ( Anzu Nuburu ), Anzu Nuburu II LLC, a Florida limited liability company ( Anzu II ), Anzu Nuburu III LLC, a Florida limited liability company ( Anzu III ), and Anzu Nuburu V LLC, a Florida limited liability company ( Anzu V and collectively with Anzu Nuburu, Anzu II and Anzu III, the Anzu SPVs, and the Anzu SPVs collectively with the others named above, the Reporting Persons ), with respect to the common stock, par value 0.0001 per share (the Common Stock ), of Nuburu, Inc., a Delaware corporation (the Issuer ). Other than as set forth below, all Items in the Original Schedule 13D are materially unchanged. Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in the Original Schedule 13D. Item 4. Purpose of Transaction. The information set forth in Item 6 of this Schedule 13D Amendment is incorporated by reference in its entirety into Item 4 of the Schedule 13D. Item 5. Interest in Securities of the Issuer. The information set forth in paragraphs (a) (b) of Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety by the following. (a) (b) The percentage of beneficial ownership reported by each Reporting Person in this Schedule 13D is based on an aggregate of 34,896,251 shares of Common Stock outstanding as of May 5, 2023, as reported in the Issuer s Quarterly Report on Form 10-Q, filed with the Securities Exchange Commission ( SEC ) on May 12, 2023, and any shares of Common Stock issuable upon (i) the conversion of any shares of Preferred Stock beneficially owned by the Reporting Person (assuming such shares of Preferred Stock have been converted into Common Stock at the Maximum Preferred Conversion Ratio) and (ii) the conversion of Convertible Notes beneficially owned by the Reporting Person at the Convertible Note Conversion Price, as applicable (the Outstanding Shares ). (i) Mr. Seldin beneficially owns an aggregate of 23,766,709 shares of Common Stock constituting approximately 61.36% |
| Anzu Nuburu II | 1,938,871 | 0 | 1,938,871 | 0 | 1,938,871 | |
| Anzu Nuburu III | 1,593,492 | 0 | 1,593,492 | 0 | 1,593,492 | |
| Anzu Nuburu V | 10,607,067 | 0 | 10,607,067 | 0 | 10,607,067 | |
| CST Global | 218,173 | 0 | 218,173 | 0 | 218,173 | |
| David Jennifer Michael Family Ltd Partnership | 103,004 | 0 | 103,004 | 0 | 103,004 | |
| Whitney Haring-Smith | 36,412 | 1,177,836 | 36,412 | 1,177,836 | 1,214,248 | |
| Debrah Herman | 0 | 18,355,008 | 0 | 18,355,008 | 18,355,008 |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Nuburu, Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
67021W103
(CUSIP Number)
David Seldin
Anzu Partners LLC
Anzu Nuburu LLC
Anzu Nuburu II LLC
Anzu Nuburu III LLC
Anzu Nuburu V LLC
CST Global LLC
David & Jennifer Michael Family Ltd Partnership
Whitney Haring-Smith
Debrah Herman
c/o Debrah Herman
12610 Race Track Road, Suite 250
Tampa, Florida 33626
(240) 428-6817
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 23, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP Number: 67021W103
| 1 | NAMES OF REPORTING PERSONS | | | ||
| David Seldin | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 4,233,865 (1) | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 19,532,844 (2) | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 4,233,865 (1) | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 19,532,844 (2) | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 23,766,709 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| (1) | Reflects (i) 502,671 shares of the Issuer’s common stock, par value $0.0001 per share (“Common
Stock”), held directly by Mr. Seldin, (ii) 121,411 shares of the Issuer’s Series A Preferred Stock, par value $0.0001 per share (“Preferred Stock”), held
directly by Mr. Seldin, assuming such shares of Preferred Stock have been converted into Common Stock at a Preferred Conversion Price (as defined below) equal to $10.00 divided by $5.00, which represents the maximum number of shares
issuable to holders of Preferred Stock (the “Maximum Preferred Conversion Ratio”) and (iii) 1,744,186 shares of Common Stock issuable to Mr. Seldin upon conversion of
the 7% convertible promissory notes due 2026 (the “Convertible Notes”) issued pursuant to that certain Note and Warrant Purchase Agreement, dated as of June 12, 2023,
by and among the Issuer and the investors listed on Schedule I thereto (the “Purchase Agreement”). The Preferred Stock is convertible at any time into Common Stock at a
conversion rate equal to $10.00 (subject to equitable adjustment in the event of a stock split, stock consolidation, subdivision or certain other events of a similar nature that increase or decrease the number of shares of Preferred Stock
outstanding) divided by the lesser of (i) $11.50 and (ii) the greater of (x) 115% of the lowest volume weighted average price per share of Common Stock as displayed under the heading Bloomberg VWAP (the “VWAP”) for any consecutive ninety-trading day period prior to the calculation of such VWAP and (y) $5.00, in each case subject to adjustment as set forth in the Certificate of Designations of
Series A Preferred Stock (the “Preferred Conversion Price”). 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 Common Stock at a conversion price of $0.688 (subject to adjustment pursuant to the terms of the Convertible Notes, the “Convertible Note Conversion Price”). Interest accrues on the unpaid principal amount of the Convertible Notes at a rate equal to 7% per annum, but it is not due and payable until the maturity
date. |
| (2) | Reflects (i) (a) 177,836 shares of Common Stock and (b) 500,000 shares of Preferred Stock held directly by Anzu Partners LLC (“Anzu Partners”), (ii) (a) 4,020,760 shares of Common Stock and (b) 97,409 shares of Preferred Stock held directly by Anzu Nuburu LLC (“Anzu Nuburu”), (iii) (a) 1,849,337 shares of Common Stock and (b) 44,767 shares of Preferred Stock held directly by Anzu Nuburu II LLC (“Anzu
Nuburu II”), (iv) (a) 1,519,618 shares of Common Stock and (b) 36,937 shares of Preferred Stock held directly by Anzu Nuburu III LLC (“Anzu Nuburu III”)
and (v) (a) 10,118,239 shares of Common Stock and (b) 244,414 shares of Preferred Stock held directly by Anzu Nuburu V LLC (“Anzu Nuburu V” and, collectively with Anzu
Nuburu, Anzu Nuburu II and Anzu Nuburu III, the “Anzu SPVs”), assuming all of the foregoing shares of Preferred Stock have been converted into Common Stock at the
Maximum Preferred Conversion Ratio. The Preferred Stock is convertible at any time into Common Stock at the applicable Preferred Conversion Price. Mr. Seldin and Mr. Haring-Smith are managing partners of Anzu Partners and share voting and
dispositive power with respect to the shares of Common Stock held directly by Anzu Partners. Mr. Seldin and Ms. Herman are managers of each of the Anzu SPVs and share voting and dispositive power with respect to the shares of Common Stock
held directly by the Anzu SPVs. Mr. Seldin disclaims beneficial ownership with respect to the shares held directly by Anzu Partners and the Anzu SPVs, except to the extent of his pecuniary interest therein, if any. |
CUSIP Number: 67021W103
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Anzu Partners LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Florida | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 1,177,836 (1) | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 0 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 1,177,836 (1) | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
|
0 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 1,177,836 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| (1) | Reflects (i) 177,836 shares of Common Stock held directly by Anzu Partners and (ii) 500,000 shares of Preferred Stock held directly by Anzu
Partners, assuming such shares of Preferred Stock have been converted into Common Stock at the Preferred Conversion Ratio. The Preferred Stock is convertible at any time into Common Stock at the applicable Preferred Conversion Ratio. |
CUSIP Number: 67021W103
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Anzu Nuburu LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Florida | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 4,215,578 (1) | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
|
0 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 4,215,578 (1) | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
|
0 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 4,215,578 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| (1) | Reflects (i) 4,020,760 shares of Common Stock held directly by Anzu Nuburu and (ii) 97,409 shares of Preferred Stock held directly by Anzu Nuburu,
assuming such shares of Preferred Stock have been converted into Common Stock at the Preferred Conversion Ratio. The Preferred Stock is convertible at any time into Common Stock at the applicable Preferred Conversion Price. |
CUSIP Number: 67021W103
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Anzu Nuburu II LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Florida | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 1,938,871 (1) | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
|
0 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 1,938,871 (1) | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 1,938,871 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| (1) | Reflects (i) 1,849,337 shares of Common Stock held directly by Anzu Nuburu II and (ii) 44,767 shares of Preferred Stock held directly by Anzu Nuburu II, assuming such
shares of Preferred Stock have been converted into Common Stock at the Preferred Conversion Ratio. The Preferred Stock is convertible at any time into Common Stock at the applicable Preferred Conversion Price. |
CUSIP Number: 67021W103
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Anzu Nuburu III LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Florida | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 1,593,492 (1) | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 0 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 1,593,492 (1) | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 1,593,492 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| (1) | Reflects (i) 1,519,618 shares of Common Stock held directly by Anzu Nuburu III and (ii) 36,937 shares of Preferred Stock held directly by Anzu Nuburu III, assuming
such shares of Preferred Stock have been converted into Common Stock at the Maximum Preferred Conversion Ratio. The Preferred Stock is convertible at any time into Common Stock at the applicable Preferred Conversion Price. |
CUSIP Number: 67021W103
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Anzu Nuburu V LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Florida | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 10,607,067 (1) | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
|
0 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 10,607,067 (1) | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
|
0 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 10,607,067 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| (1) | Reflects (i) 10,118,239 shares of Common Stock held directly by Anzu Nuburu V and (ii) 244,414 shares of Preferred Stock held directly by Anzu Nuburu V, assuming such
shares of Preferred Stock have been converted into Common Stock at the Maximum Preferred Conversion Ratio. The Preferred Stock is convertible at any time into Common Stock at the applicable Preferred Conversion Price. |
CUSIP Number: 67021W103
| 1 | NAMES OF REPORTING PERSONS | | | ||
| CST Global LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Wyoming | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 218,173 (1) | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
|
0 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 218,173 (1) | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 218,173 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| (1) | Reflects (i) 24,260 shares of Common Stock held directly by CST Global LLC, (ii) 24,282 shares of Preferred Stock held directly by CST Global LLC,
assuming such shares of Preferred Stock have been converted into Common Stock at the Maximum Preferred Conversion Ratio and (iii) 145,349 shares of Common Stock issuable to CST Global LLC upon conversion of Convertible Notes issued
pursuant to the Purchase Agreement. The Preferred Stock is convertible at any time into Common Stock at the applicable Preferred Conversion Price. 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 Common Stock at the applicable Convertible Note Conversion Price”. Interest accrues on the unpaid principal amount of the Convertible
Notes at a rate equal to 7% per annum, but it is not due and payable until the maturity date. |
CUSIP Number: 67021W103
| 1 | NAMES OF REPORTING PERSONS | | | ||
| David & Jennifer Michael Family Ltd Partnership | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| California | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 103,004 (1) | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
|
0 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 103,004 (1) | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
|
0 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 103,004 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| (1) | Reflects 103,004 shares of Common Stock held directly by David & Jennifer Michael Family Ltd Partnership. |
CUSIP Number: 67021W103
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Whitney Haring-Smith | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 36,412 (1) | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 1,177,836 (2) | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 36,412 (1) | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 1,177,836 (2) | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 1,214,248 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| (1) | Reflects (i) 12,130 shares of Common Stock held directly by Mr. Haring-Smith and (ii) 12,141 shares of Preferred Stock held directly by Mr. Haring-Smith, assuming
such shares of Preferred Stock have been converted into Common Stock at the Maximum Preferred Conversion Ratio. The Preferred Stock is convertible at any time into Common Stock at the applicable Preferred Conversion Price. |
| (2) | Reflects (i) (a) 177,836 shares of Common Stock and (b) 500,000 shares of Preferred Stock held directly by Anzu Partners, assuming such shares of Preferred Stock have
been converted into Common Stock at the Maximum Preferred Conversion Ratio. The Preferred Stock is convertible at any time into Common Stock at the applicable Preferred Conversion Price. Mr. Haring-Smith and Mr. Seldin are managing partners
of Anzu Partners and share voting and dispositive power with respect to the shares of Common Stock held directly by Anzu Partners. Mr. Haring-Smith disclaims beneficial ownership with respect to the shares held directly by Anzu Partners,
except to the extent of his pecuniary interest therein, if any. |
CUSIP Number: 67021W103
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Debrah Herman | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 18,355,008 (1) | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 18,355,008 (1) | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 18,355,008 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| (1) | Reflects (i) (a) 4,020,760 shares of Common Stock and (b) 97,409 shares of Preferred Stock held directly by Anzu Nuburu, (ii) (a) 1,849,337 shares of Common Stock and
(b) 44,767 shares of Preferred Stock held directly by Anzu Nuburu II, (iii) (a) 1,519,618 shares of Common Stock and (b) 36,937 shares of Preferred Stock held directly by Anzu Nuburu III and (iv) (a) 10,118,239 shares of Common Stock and
(b) 244,414 shares of Preferred Stock held directly by Anzu Nuburu V, assuming all of the foregoing shares of Preferred Stock have been converted into Common Stock at the Maximum Preferred Conversion Ratio. The Preferred Stock is
convertible at any time into Common Stock at the applicable Preferred Conversion Price. Ms. Herman and Mr. Seldin are managers of each of the Anzu SPVs and share voting and dispositive power with respect to the shares of Common Stock held
directly by the Anzu SPVs. Ms. Herman disclaims beneficial ownership with respect to the shares held directly by the Anzu SPVs, except to the extent of her pecuniary interest therein, if any. |
Explanatory Note
This Amendment No. 2 (this “Schedule 13D Amendment”) to the Schedule 13D filed
with the U.S. Securities and Exchange Commission (the “SEC”) on February 7, 2023 (the “Original Schedule 13D”
and, as amended by the Schedule 13D Amendment filed with the SEC on March 13, 2023 and this Schedule 13D Amendment, the “Schedule 13D”), is being filed on behalf of David
Seldin, Whitney Haring-Smith, Debrah Herman, David & Jennifer Michael Family Ltd Partnership, a California limited partnership, CST Global LLC, a Wyoming limited liability company, Anzu Partners LLC, a Florida limited liability company, Anzu
Nuburu LLC, a Florida limited liability company (“Anzu Nuburu”), Anzu Nuburu II LLC, a Florida limited liability company (“Anzu
II”), Anzu Nuburu III LLC, a Florida limited liability company (“Anzu III”), and Anzu Nuburu V LLC, a Florida limited liability company (“Anzu V” and collectively with Anzu Nuburu, Anzu II and Anzu III, the “Anzu SPVs,” and the Anzu SPVs collectively with the others
named above, the “Reporting Persons”), with respect to the common stock, par value $0.0001 per share (the “Common Stock”),
of Nuburu, Inc., a Delaware corporation (the “Issuer”).
Other than as set forth below, all Items in the Original Schedule 13D are materially unchanged. Capitalized terms used in this Schedule 13D Amendment
which are not defined herein have the meanings given to them in the Original Schedule 13D.
| Item 4. | Purpose of Transaction. |
The information set forth in Item 6 of this Schedule 13D Amendment is incorporated by reference in its entirety into Item 4 of the Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
The information set forth in paragraphs (a) – (b) of Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety by the
following.
(a) – (b) The percentage of beneficial ownership reported by each Reporting Person in this Schedule 13D is based on an aggregate of 34,896,251 shares of Common Stock
outstanding as of May 5, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities Exchange Commission (“SEC”) on May 12, 2023, and any shares of
Common Stock issuable upon (i) the conversion of any shares of Preferred Stock beneficially owned by the Reporting Person (assuming such shares of Preferred Stock have been converted into Common Stock at the Maximum Preferred Conversion Ratio) and
(ii) the conversion of Convertible Notes beneficially owned by the Reporting Person at the Convertible Note Conversion Price, as applicable (the “Outstanding Shares”).
(i) Mr. Seldin beneficially owns an aggregate of 23,766,709 shares
of Common Stock constituting approximately 61.36% of the Outstanding Shares. Mr. Seldin has sole power to vote or direct the vote and sole power to dispose or direct the disposition of an aggregate of 4,233,865 shares of Common Stock. Mr. Seldin and Mr. Haring-Smith are managing partners of Anzu Partners and share voting and dispositive power with respect to the shares of Common Stock held directly
by Anzu Partners. Mr. Seldin and Ms. Herman are managers of each of the Anzu SPVs and share voting and dispositive power with respect to the shares of Common Stock held directly by the Anzu SPVs. As a result of the foregoing, Mr. Seldin has shared
power to vote or direct the vote and sole power to dispose or direct the disposition of an aggregate of 19,532,844 shares of Common Stock;
(ii) Anzu Partners beneficially owns an aggregate of 1,177,836 shares
of Common Stock constituting approximately 3.28% of the Outstanding Shares and has sole power to vote or direct the vote and sole power to dispose or direct the disposition of such shares of Common Stock;
(iii) Anzu Nuburu beneficially owns an aggregate of 4,215,578 shares
of Common Stock constituting approximately 12.01% of the Outstanding Shares and has sole power to vote or direct the vote and sole power to dispose or direct the disposition of such shares of Common Stock;
(iv) Anzu Nuburu II beneficially owns an aggregate of 1,938,871 shares
of Common Stock constituting approximately 5.54% of the Outstanding Shares and has sole power to vote or direct the vote and sole power to dispose or direct the disposition of such shares of Common Stock;
(v) Anzu Nuburu III beneficially owns an aggregate of 1,593,492 shares
of Common Stock constituting approximately 4.56% of the Outstanding Shares and has sole power to vote or direct the vote and sole power to dispose or direct the disposition of such shares of Common Stock;
(vi) Anzu Nuburu V beneficially owns an aggregate of 10,607,067 shares
of Common Stock constituting approximately 29.98% of the Outstanding Shares and has sole power to vote or direct the vote and sole power to dispose or direct the disposition of such shares of Common Stock;
(vii) CST Global beneficially owns an aggregate of 218,173 shares
of Common Stock constituting approximately 0.62% of the Outstanding Shares and has sole power to vote or direct the vote and sole power to dispose or direct the disposition of such shares of Common Stock;
(viii) David & Jennifer Michael Family Ltd Partnership beneficially owns an aggregate of 103,004 shares of Common Stock constituting approximately 0.30% of the Outstanding Shares and has sole power to vote or direct the vote and sole power to dispose or direct the disposition of such shares of Common
Stock;
(ix) Mr. Haring-Smith beneficially owns an aggregate of 1,214,248 shares
of Common Stock constituting approximately 3.38% of the Outstanding Shares. Mr. Haring-Smith has sole power to vote or direct the vote and sole power to dispose or direct the disposition of an aggregate of 36,412 shares of Common Stock. Mr. Seldin and Mr. Haring-Smith are managing partners of Anzu Partners and share voting and dispositive power with respect to the shares of Common Stock held directly by
Anzu Partners. As a result of the foregoing, Mr. Haring-Smith has shared power to vote or direct the vote and shared power to dispose or direct the disposition of an aggregate of 1,177,836 shares of Common Stock; and
(x) Ms. Herman beneficially owns an aggregate of 18,355,008 shares
of Common Stock constituting approximately 51.35% of the Outstanding Shares. Mr. Seldin and Ms. Herman are managers of each of the Anzu SPVs and share voting and dispositive power with respect to the shares of Common Stock held directly by the Anzu
SPVs. As a result of the foregoing, Ms. Herman has shared power to vote or direct the vote and shared power to dispose or direct the disposition of an aggregate of 18,355,008 shares of Common Stock.
The information set forth in paragraph (c) of Item 5 of the Original Schedule 13D is hereby amended and supplemented to include the following:
(c) The Reporting Persons effected the following transactions in the Common Stock on the dates indicated, and such transactions are the only transactions in the Common
Stock by the Reporting Persons in the sixty days preceding the filing of this Schedule 13D Amendment, or since the last Schedule 13D filing, whichever is less, other than as described in Item 6:
| Name | Nature of Transaction | Date | Number of Shares of Common Stock |
Weighted Average Price Per Share | Range of Prices | ||||||||
| Anzu Nuburu V LLC | Open Market Sale | 06/14/2023 | 4,721 | $ | 0.741 | $ | 0.7371 - $0.75 | ||||||
| Anzu Nuburu LLC | Open Market Sale | 06/14/2023 | 1,876 | $ | 0.741 | $ | 0.7371 - $0.75 | ||||||
| Anzu Nuburu II LLC | Open Market Sale | 06/14/2023 | 863 | $ | 0.741 | $ | 0.7371 - $0.75 | ||||||
| Anzu Nuburu III LLC | Open Market Sale | 06/14/2023 | 709 | $ | 0.741 | $ | 0.7371 - $0.75 | ||||||
| David Seldin | Open Market Sale | 06/14/2023 | 235 | $ | 0.741 | $ | 0.7371 - $0.75 | ||||||
| Anzu Partners LLC | Open Market Sale | 06/14/2023 | 83 | $ | 0.741 | $ | 0.7371 - $0.75 | ||||||
| David & Jennifer Michael Family Ltd Partnership | Open Market Sale | 06/14/2023 | 48 | $ | 0.741 | $ | 0.7371 - $0.75 | ||||||
| CST Global LLC | Open Market Sale | 06/14/2023 | 11 | $ | 0.741 | $ | 0.7371 - $0.75 | ||||||
| Whitney Haring-Smith | Open Market Sale | 06/14/2023 | 6 | $ | 0.741 | $ | 0.7371 - $0.75 | ||||||
| Anzu Nuburu V LLC | Open Market Sale | 06/15/2023 | 100 | $ | 0.738 | $ | 0.738 | ||||||
| Anzu Nuburu V LLC | Open Market Sale | 06/16/2023 | 4,720 | $ | 0.7104 | $ | 0.7095 - $0.7127 | ||||||
| Anzu Nuburu LLC | Open Market Sale | 06/16/2023 | 1,876 | $ | 0.7104 | $ | 0.7095 - $0.7127 | ||||||
| Anzu Nuburu II LLC | Open Market Sale | 06/16/2023 | 863 | $ | 0.7104 | $ | 0.7095 - $0.7127 | ||||||
| Anzu Nuburu III LLC | Open Market Sale | 06/16/2023 | 709 | $ | 0.7104 | $ | 0.7095 - $0.7127 | ||||||
| David Seldin | Open Market Sale | 06/16/2023 | 235 | $ | 0.7104 | $ | 0.7095 - $0.7127 | ||||||
| Anzu Partners LLC | Open Market Sale | 06/16/2023 | 83 | $ | 0.7104 | $ | 0.7095 - $0.7127 | ||||||
| David & Jennifer Michael Family Ltd Partnership | Open Market Sale | 06/16/2023 | 49 | $ | 0.7104 | $ | 0.7095 - $0.7127 | ||||||
| CST Global LLC | Open Market Sale | 06/16/2023 | 11 | $ | 0.7104 | $ | 0.7095 - $0.7127 | ||||||
| Whitney Haring-Smith | Open Market Sale | 06/16/2023 | 5 | $ | 0.7104 | $ | 0.7095 - $0.7127 | ||||||
| Anzu Nuburu V LLC | Open Market Sale | 06/22/2023 | 53 | $ | 0.7165 | $ | 0.67 - $0.72 | ||||||
The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the staff of the SEC, upon request, full information
regarding the number of shares sold at each separate price within the ranges set forth in this Item 5(c).
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The disclosure under the heading “10b5-1 Sales Plan” in Item 6 of the Original Schedule 13D is hereby amended to include the following sentence at
the end of such disclosure:
The Amended and Restated 10b5-1 Sales Plan was terminated on June 13, 2023.
Item 6 is further amended to include the following disclosure at the end of the Item:
Purchase Agreement
On June 12, 2023, the Issuer entered into the Purchase Agreement primarily with certain existing investors (each, an “Investor”) for the sale of (i) Convertible Notes in the aggregate principal amount of $7.925 million, and (ii) warrants (“Warrants”)
to purchase up to 11,518,895 shares of Common Stock (the sale of the Convertible Notes and the Warrants together, the “Private Placement”). Pursuant to the Purchase Agreement,
(i) Convertible Notes in the aggregate principal amount of $1.2 million and Warrants exercisable for up to 1,744,186 shares of Common Stock were issued to Mr. Seldin on June 23, 2023 and (ii) Convertible Notes in the aggregate principal amount of
$100,000 and Warrants exercisable for up to 145,349 shares of Common Stock were issued to CST Global LLC on June 23, 2023.
The Convertible Notes are senior, unsecured obligations of the Issuer and bear interest at the rate of seven percent per year and are payable
on the earlier of June 23, 2026 or the occurrence of an Event of Default, as defined in the Convertible Notes. The Convertible Notes may be converted at any time following June 23, 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 Issuer (as defined in the Convertible Notes), 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) (the “Conversion Price”), or (ii) be due and payable immediately prior to the closing of such Sale of the Issuer, 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 (as defined below), the Issuer 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 by the Issuer to the Investors pursuant to the Purchase Agreement entitle the relevant Investor to purchase that number
of fully paid and nonassessable 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 and expire on June 23, 2028.
The foregoing description of the Purchase Agreement is a summary only and is qualified in its entirety by reference to the Purchase Agreement
attached hereto as Exhibit 99.15, which is incorporated herein by reference.
Registration Rights Agreement
On June 12, 2023, the Issuer and the Investors also entered into a Registration Rights and Lock-Up Agreement (the “Registration Rights Agreement”), pursuant to which the Issuer agreed, following February 6, 2024 (the “Filing Deadline”), to use its
commercially reasonable efforts to file a registration statement with the SEC for the resale of the Conversion Shares, the Warrant Shares and the Interest Shares (the “Registrable
Securities”). Following the Filing Deadline, the Investors also are entitled to demand registration rights. Pursuant to the Registration Rights Agreement, the Investors agree that except for limited exceptions as provided therein, no
Convertible Notes, Warrants, Conversion Shares, Warrant Shares or Interest Shares may be transferred until the earliest of the date that is one year from the anniversary of the date of the Registration Rights Agreement or the date on which the
Issuer completes a liquidation, merger, stock exchange or other similar transaction wherein all the Issuer’s stockholders have the right to exchange their shares of Common Stock for cash, securities, or other property.
The foregoing description of the Registration Rights Agreement is a summary only and is qualified in its entirety by reference to the
Registration Rights Agreement attached hereto as Exhibit 99.16, which is incorporated herein by reference.
| Item 7. | Material to be filed as Exhibits. |
Item 7 of the Original Schedule 13D is hereby amended by adding the following:
99.15 Note and Warrant Purchase Agreement, dated June 12, 2023 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on
June 13, 2023).
99.16 Registration Rights and Lock-up Agreement, dated June 12, 2023 (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the
SEC on June 13, 2023).
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly,
certifies that the information set forth in this statement is true, complete and correct.
Dated: June 28, 2023
| Anzu Nuburu LLC | Anzu Nuburu II LLC | |||
| By: | /s/ David Seldin | By: | /s/ David Seldin | |
| Name: David Seldin | Name: David Seldin | |||
| Title: Manager | Title: Manager | |||
| Anzu Nuburu III LLC | Anzu Nuburu V LLC | |||
| By: | /s/ David Seldin | By: | /s/ David Seldin | |
| Name: David Seldin | Name: David Seldin | |||
| Title: Manager | Title: Manager | |||
| Anzu Partners LLC | David M. Seldin | ||
| By: | /s/ David Seldin | /s/ David M. Seldin | |
| Name: David Seldin | |||
| Title: Manager | |||
| David & Jennifer Michael Family Ltd Partnership | CST Global LLC | |||
| By: | /s/ David Michael | By: | /s/ David Michael | |
| Name: David Michael | Name: David Michael | |||
| Title: General Partner | Title: Manager | |||
| Whitney Haring-Smith | Debrah Herman | |
| /s/ Whitney Haring-Smith | /s/ Debrah Herman | |