Binding Agreement Follows Discussions with Italian Government, Enabling the Path to Golden Power Filing Expected in April

DENVER: $BURU #LYOCON--NUBURU, Inc. (NYSE American: BURU), a dual-use Defense & Security platform company focused on non-kinetic effects, directed-energy technologies, electronic warfare and software-orchestrated defense systems, today announced that it has signed a new binding letter of agreement (“Agreement”) with the shareholders of Tekne S.p.A. (“Tekne”) to acquire a controlling 70% ownership stake in the company, restoring the strategic acquisition framework originally announced in 2025.

Tekne is a specialized defense engineering company with longstanding relationships supporting military mobility platforms, electronic warfare integration and mission-critical defense systems for government and security customers.

The Agreement follows institutional interactions conducted with Italian Government representatives, enabling the parties to proceed with the transaction framework, subject to final authorization under Italy’s Golden Power regulatory process governing strategic national-interest industries and expected to be initiated in April 2026.

The renewed acquisition framework represents a critical milestone in NUBURU’s transformation into an integrated Defense & Security platform, combining Tekne’s advanced defense mobility platforms and electronic warfare integration capabilities with NUBURU’s laser technologies and AI-enabled software.

Management believes this milestone represents a strategic turning point in NUBURU’s transformation into a scalable Defense & Security platform, anchored by Tekne’s defense engineering capabilities and growing global demand for advanced defense technologies.

Tekne is targeting approximately €50 million in revenue in 2026 and more than €100 million in 2027, and upon completion of the transaction NUBURU would hold a 70% ownership stake, enabling consolidation of Tekne’s operations within NUBURU’s Defense & Security platform.

The Agreement restores NUBURU’s original plan to acquire a controlling stake in Tekne and positions the Company to build a rapidly scaling global defense platform, reflecting growing demand for military mobility platforms, counter-drone systems and dual-use specialized vehicles across U.S., European, Middle Eastern and Asia-Pacific markets as defense agencies prioritize operational resilience.

Strategic Context

In 2025, NUBURU and the shareholders of Tekne entered into an agreement under which NUBURU would acquire a controlling 70% ownership stake in the Italian defense engineering company.

During the subsequent Golden Power review process, the Italian Government exercised its authority to suspend the transaction given the strategic nature of the defense sector.

Following that process, NUBURU and Tekne implemented a staged strategic cooperation framework, including:

• acquisition of a 2.9% equity participation in Tekne;
• provision of shareholder financing supporting Tekne’s industrial development;
• execution of an industrial network contract supporting joint defense initiatives; and
• development of a long-term Italian industrial development plan.

Over the past twelve months, NUBURU, Tekne and its shareholders have worked closely with specialized advisors and Italian Government representatives to structure a framework aligned with Italy’s strategic defense priorities.

Following these constructive discussions and the progress achieved in the industrial collaboration between the parties, Tekne’s shareholders expressed their willingness to proceed with a renewed transaction framework and formally invited NUBURU to advance the process toward the acquisition of a controlling stake.

The newly signed Agreement now re-establishes the path for NUBURU to acquire majority ownership of Tekne, subject to a new Golden Power authorization request expected to be filed in April 2026 following execution of long-form transaction agreements.

Transaction Structure

The Agreement establishes a structured transaction through which NUBURU will progressively reach a 70% ownership stake in Tekne, based on a reference valuation of €52 million for Tekne.

This structure replaces the original 2025 transaction framework, which contemplated the issuance of approximately $42 million of NUBURU shares to Tekne sellers as acquisition consideration together with a €10.5 million capital increase in Tekne.

Under the newly agreed framework, no issuance of NUBURU shares to the Tekne sellers is contemplated, and capital deployed by NUBURU is expected to be primarily directed toward supporting Tekne’s industrial development and the expansion of NUBURU’s integrated Defense & Security platform.

The ownership structure would be achieved through the following steps:

Existing ownership

NUBURU currently holds 2.9% of Tekne’s share capital.

Conversion of shareholder financing

NUBURU has already provided €13 million in shareholder financing to Tekne and, upon acceptance of the Agreement, will provide an additional €3.692 million, bringing the total shareholder financing to €16.692 million.

Upon conversion at the agreed €52 million valuation, this financing would correspond to approximately 32.1% of Tekne’s share capital.

Capital increase following Golden Power authorization

Upon approval of the transaction under the Golden Power procedure, NUBURU will subscribe to a €13 million capital increase in Tekne, corresponding to approximately 25% of Tekne’s share capital based on the same valuation.

Purchase of additional shares from sellers

NUBURU will also acquire an additional 10% stake from Tekne’s sellers for €6 million (approximately $7 million).

Upon completion of these steps, NUBURU would hold approximately 70% of Tekne’s share capital.

Strategic Importance for NUBURU

The acquisition of Tekne represents a cornerstone initiative in NUBURU’s transformation into an integrated Defense & Security platform.

Upon completion, the combination of NUBURU and Tekne is expected to support the development of a rapidly scaling €100+ million revenue-generating global defense technology platform integrating:

• defense mobility systems;
• electronic warfare technologies;
• counter-drone and counter-UAS solutions;
• directed-energy and non-kinetic technologies; and
• AI-driven operational & mission resilience software orchestration.

Growing global demand for advanced defense systems - including counter-drone technologies, mobility platforms and electronic warfare capabilities - continues to accelerate as defense agencies modernize operational capabilities in response to evolving geopolitical security environments.

Operational Validation in Modern Conflict Environments

Recent operational developments underscore the relevance of Tekne’s capabilities in today’s rapidly evolving security environment. Tekne’s specialized defense mobility platforms, electronic warfare integration systems and counter-drone technologies are designed to address the growing challenges posed by low-cost unmanned aerial systems and hybrid warfare tactics increasingly observed across modern conflict zones.

NUBURU and Tekne have already begun advancing joint operational initiatives, including the previously announced deployment of Tekne mobility platforms supporting defense and security activities in Ukraine. Management believes the combination of Tekne’s field-proven vehicle platforms with NUBURU’s directed-energy, sensor-denial and AI-enabled mission technologies positions the combined platform to address expanding demand from defense agencies across Europe, NATO markets and allied security partners.

Industrial Development and Production Expansion

The industrial collaboration also contemplates the development of additional manufacturing capabilities at Tekne’s industrial facilities in Abruzzo, including potential expansion at the Ortona industrial site, where the parties are evaluating the integration of mobile modular production systems for dual-use drone manufacturing and related technologies.

These systems are expected to leverage the recently established joint initiative between NUBURU and Maddox Defense Incorporated focused on containerized additive manufacturing solutions for drones and mission systems, enabling flexible and rapidly deployable industrial production capabilities.

The capital committed by NUBURU is also expected to support Tekne’s industrial development and restructuring plan, including the strengthening of production capacity and relationships with key suppliers and financial partners.

Management Commentary

Alessandro Zamboni, Executive Chairman and Co-CEO of NUBURU, said:

“This Agreement represents a critical milestone for NUBURU and confirms the strategic path we adopted following the initial Golden Power review. Over the past year we have worked closely with Tekne and specialized advisors to develop an industrial framework aligned with Italy’s national interests while enabling NUBURU to build a strong defense technology platform anchored in the country.”

Dario Barisoni, Co-CEO of NUBURU and CEO of NUBURU Defense LLC, added:

“Tekne is a highly capable defense engineering company with proven expertise in military mobility and electronic warfare integration. Combining Tekne’s platforms with NUBURU’s non-kinetic technologies and software orchestration capabilities creates a powerful integrated defense offering with significant growth potential across Europe, NATO markets and the United States.”

Forward Strategy

NUBURU believes the potential acquisition of Tekne represents a cornerstone of its Defense & Security platform strategy, enabling the Company to build a scalable defense technology ecosystem capable of addressing rapidly evolving security challenges across NATO and allied markets.

About Nuburu, Inc

Founded in 2015, Nuburu is executing a strategic transformation from a laser-technology company into a dual-use Defense & Security platform provider. Through a combination of proprietary directed-energy technologies, non-kinetic defense capabilities, mission-critical software, and targeted industrial partnerships and acquisitions, Nuburu addresses high-value defense, security, and operational-resilience markets.

For more information, visit www.nuburu.net.

About Nuburu Defense LLC

A subsidiary of NUBURU, Nuburu Defense delivers advanced solutions for defense, security, and critical-infrastructure applications, supporting NUBURU’s Defense & Security Hub strategy.

For more information, visit also:

• www.orbitopenplatform.com
• TEKNE S.p.A. | SPECIAL VEHICLES & ELECTRONICS

About Nuburu Subsidiary, Inc

A subsidiary of NUBURU, Nuburu Subsidiary, Inc fully owns Lyocon S.r.l. (“Lyocon”) an Italian laser-technology company specializing in the design, manufacturing, and integration of high-power blue-laser systems for industrial applications.

Lyocon operates as a fully consolidated operating subsidiary within the NUBURU group and represents the core industrial platform for NUBURU’s reactivated blue-laser business.

For more information, visit also Home Page - Lyocon.

Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release may be forward-looking statements, identified by words such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “seek,” “targets,” “projects,” “could,” “would,” “continue,” “forecast,” or their negatives or variations. These statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially, including but not limited to: (1) the ability to meet applicable securities exchange listing standards; (2) the impact of the loss of the Company’s patent portfolio through foreclosure; (3) failure to achieve expectations regarding business development and acquisition strategies; (4) inability to access sufficient capital; (5) inability to realize anticipated benefits of acquisitions; (6) changes in applicable laws or regulations; (7) adverse economic, business, or competitive factors; (8) financial market volatility due to geopolitical and economic factors; and (9) other risks detailed in the Company’s SEC filings, including its most recent Form 10-K and Form 10-Q. These filings address additional risks that could cause actual results to differ materially from those contemplated by such forward-looking statements. Readers should not place undue reliance on these statements, which speak only as of the date they are made. NUBURU undertakes no obligation to update or revise these statements, except as required by law.

Source: NUBURU, Inc.

Fonte: Business Wire