Definitive SPA formalizes path to 70% control of Tekne, allowing NUBURU to target approximately US$459 million pro rata share of Tekne’s projected 2026–2030 cumulative revenue within its next-generation Defense & Security Platform

DENVER: $BURU #LYOCON--NUBURU, Inc. (NYSE American: BURU), the next-generation dual-use Defense & Security integrated platform company focused on non-kinetic effects and directed-energy technologies, electronic warfare and defense mobility programs, software-orchestrated defense systems, and advanced manufacturing, today announced that, on May 26, 2026, NUBURU, NUBURU Defense LLC, Tekne S.p.A. (“Tekne”) and Tekne’s historical shareholders signed a binding definitive Share Purchase and Investment Agreement (“SPA”), formalizing NUBURU’s planned acquisition of a controlling 70% ownership stake in Tekne, subject to authorization under Italy’s Golden Power framework.

The signing of the SPA represents a significant milestone in NUBURU’s strategic transformation into an integrated defense and security platform serving modern defense and security, critical infrastructure, and digital-resilience markets. Under the SPA, NUBURU Defense is expected to reach 70% ownership of Tekne through a capital increase, conversion of existing shareholder financing and the purchase of additional shares from Tekne’s historical shareholders, subject to completion of the Golden Power process and other transaction steps contemplated by the SPA. The SPA also includes a revenue-based earn-out component payable to Tekne’s historical shareholders, as summarized below.

NUBURU has already provided approximately €16.692 million of shareholder financing to Tekne, including €13 million funded in January 2026 and an incremental €3.692 million funded in March 2026. Under the SPA, NUBURU Defense has also agreed to provide an additional €1.0 million within two business days after signing and may provide further interim shareholder financing, subject to agreed financial planning, to support Tekne’s operational continuity, industrial execution and turnaround path while the Golden Power process advances.

NUBURU is preparing the Golden Power notification and expects to submit it to the Italian Government within 10 days of the May 26, 2026 signing. NUBURU and Tekne have conducted extensive, constructive discussions with representatives of the Italian Government in advance of filing, with the objective of anticipating national-interest considerations, aligning the industrial plan with Italy’s strategic priorities and reducing regulatory execution risk, while the authorization remains subject to Government review.

Based on Tekne’s business, prepared under applicable Italian domestic GAAP, Tekne projects cumulative 2026-2030 revenue of approximately US$655 million, including a ramp from approximately US$58 million in 2026 to approximately US$231 million in 2030; at NUBURU’s expected 70% ownership, this would represent approximately US$459 million on a pro rata economic ownership basis, subject to closing, Golden Power authorization and Tekne’s achievement of the plan.

Signed SPA Establishes Binding Path Toward Majority Control of Tekne

The signed SPA establishes a structured path for NUBURU to acquire majority ownership and control of Tekne based on a fixed €52 million pre-money valuation of Tekne and a transaction structure comprising:

• Conversion of approximately €17.692 million of shareholder financing into equity, including the existing €16.692 million financing and the €1.0 million advance contemplated by the SPA;
• A cash contribution of up to €12.0 million as part of a €29.692 million capital increase designed to support industrial expansion, operating continuity and long-term platform growth;
• A €5.2 million purchase of additional shares from Tekne’s historical shareholders; and
• A revenue-based earn-out payable to Tekne’s historical shareholders equal to 5% of Tekne annual revenues, as determined under US GAAP, generated from fiscal years 2027 through 2036, capped at €29.692 million.

Taken together, the SPA provides for aggregate potential transaction consideration and investment commitments of up to approximately €64.6 million. Additional details of the SPA, including the full terms and conditions of the earn-out, closing mechanics and other transaction terms, are expected to be described in NUBURU’s Current Report on Form 8-K to be filed with the SEC.

Upon completion of the transaction, NUBURU is expected to hold 70% of Tekne, enabling majority ownership and potential consolidation of Tekne within NUBURU’s expanding Defense & Security platform.

Golden Power Process Advanced Through Pre-Filing Government Engagement

The transaction remains subject to authorization under Italy’s Golden Power framework for strategic defense and national-interest assets. Following the signing of the SPA, NUBURU is advancing the notification package and related industrial plan for submission within 10 days of the May 26, 2026 signing of the SPA.

The filing is expected to be supported by a comprehensive industrial and strategic development plan focused on:

• Preserving and expanding Tekne’s Italian industrial footprint;
• Protecting strategic defense technologies and intellectual property;
• Supporting employment growth and technical capability development in Italy;
• Supporting Tekne’s 2026-2030 business plan, which projects cumulative revenue of approximately US$655 million over the period (Italian domestic GAAP), representing approximately US$459 million on a 70% pro rata economic ownership basis;
• Strengthening Tekne’s role within NATO and allied defense ecosystems; and
• Expanding integrated capabilities across mobility, electronic warfare, counter-drone systems and non-kinetic defense technologies.

Tekne Expected to Become Foundational Asset Within NUBURU Defense Platform

Upon completion, NUBURU expects Tekne to serve as a cornerstone industrial and electronic warfare platform within the Company’s dual-use integrated Defense & Security strategy across NATO-aligned markets.

The combined platform is designed to integrate:

• Electronic Warfare and CEMA capabilities;
• Counter-UAS and counter-drone technologies;
• Tactical mobility and specialized military vehicle systems;
• Directed-energy and non-kinetic defense technologies; and
• AI-driven operational resilience and software orchestration capabilities.

Platform Scale Expected to Accelerate Revenue Expansion and Industrial Growth

Based on Tekne’s business plan, prepared under Italian domestic GAAP, Tekne projects cumulative 2026-2030 revenue of approximately US$655 million, including a ramp from approximately US$58 million in 2026 to approximately US$231 million in 2030. At NUBURU’s expected 70% ownership, this would represent approximately US$459 million on a pro rata economic ownership basis, subject to closing, Golden Power authorization and Tekne’s achievement of the plan.

The transaction is expected to accelerate NUBURU’s transformation into an integrated operating defense and security platform at scale with enhanced and expanding exposure and access to high-growth defense and security markets.

Key anticipated growth drivers include:

• Expansion of military mobility and special vehicle programs;
• Scaling of electronic warfare and CEMA systems;
• Development of non-kinetic defense applications leveraging NUBURU’s directed-energy technologies;
• Expansion opportunities across NATO and allied markets; and
• Integration with NUBURU’s broader defense ecosystem, including Lyocon, Orbit and the Maddox Defense joint venture.

Management Commentary

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

“The signing of the definitive SPA is a transformational milestone for NUBURU. We now have a binding agreement that sets out the path to majority control of Tekne, with a clear 70% ownership target, meaningful capital already committed and a defined Golden Power process. The transaction is expected to accelerate NUBURU’s transformation into an integrated operating defense and security platform at scale with enhanced and expanding exposure and access to high-growth defense and security markets.”

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

“Tekne provides NUBURU with a highly strategic industrial foundation spanning defense mobility, electronic warfare and mission-critical systems integration. Based on Tekne’s business plan, Tekne projects cumulative 2026-2030 revenue of approximately US$655 million, representing approximately US$459 million on a 70% pro rata economic ownership basis.”

About Nuburu, Inc

NUBURU, Inc. (NYSE American: BURU) is the next-generation dual-use Defense and Security integrated platform company. NUBURU delivers advanced and deployable software-orchestrated, hardware-enabled protection for modern defense and security, critical infrastructure, and digital-resilience markets. NUBURU operates as an integrated platform of modular capabilities, each delivering standalone operational and financial value while collectively transforming into a comprehensive defense and security capability, which includes:

• proprietary directed-energy and non-kinetic effects systems and products (laser dazzlers for sensor denial, soft-kill laser non-kinetic neutralization, counter-drone (aerial, land, sea, underwater) and counter-FPV systems, and future hard-kill directed-energy capabilities);
• electronic warfare (including cyber and electromagnetic attack and protection activities (CEMA), jamming, spectrum dominance operations) and defense mobility programs;
• operational resilience AI-assisted orchestrated and analytics software for unified command and control and software-as-a-service solutions; and
• advanced manufacturing and deployable in-field mobile production and support.

NUBURU is focused on the commercial rollout of its leading products and systems and on creating significant value for shareholders and wider stakeholders. NUBURU aims to do so by continuing to further strengthen its business and converting its growing opportunity pipeline into contractual orders, sustained revenue growth and scaling throughout 2026 and over the longer term.

For more information, please visit our website www.nuburu.net and follow us on X https://x.com/nuburulasers.

About Nuburu Defense LLC

A subsidiary of NUBURU, Nuburu Defense delivers advanced deployable solutions, systems and products for defense and security, critical-infrastructure and digital resilience markets, supporting NUBURU’s Defense & Security platform strategy.

For more information on our Acquisitions and Joint Ventures:

• Orbit: www.orbitopenplatform.com – As a result of an approximate 22% ownership interest in Orbit in January 2026, NUBURU now holds a controlling position in Orbit and its board of directors, with 100% ownership of Orbit expected no later than 31 December 2026.
  rbit provides a software platform focused on operational resilience, risk intelligence, data integration, and decision support, enabling the coordination, monitoring, and governance of complex systems and assets. Orbit ensures operational continuity and command across dual use enterprise, defense, government and critical-infrastructure environments. Within the NUBURU Defense and Security Platform, Orbit serves as the central intelligence and command layer supporting sensor fusion, situational awareness, workflow orchestration, and auditability across both kinetic and non-kinetic components – bridging digital systems with physical operations.
  b>Tekne S.p.A.: TEKNE S.p.A. | SPECIAL VEHICLES & ELECTRONICS - Tekne proudly serves a well-established global client base, including key national organizations such as government ministries, departments and agencies and other public sector entities, underlining Tekne’s vital role and top-level credibility and standing within the international defense sector. Since receiving NATO accreditation in 2017, Tekne has been a supplier to NATO member countries.
  

• Maddox Defense Incorporated Joint Venture – NUBURU, through Nuburu Defense, executed a JV agreement with Maddox Defense Incorporated in March 2026. Maddox is a U.S.-based defense manufacturing company focused on advanced production capabilities supporting unmanned systems, mission-critical components, and defense modernization initiatives, serving U.S. defense and allied markets.
  he JV, with majority ownership and strategic oversight by Nuburu Defense, is intended to develop and commercialize a modular, containerized, mobile additive manufacturing system (MAMC) designed to produce drone components, mission-critical structural parts, pods, and related defense systems.

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. Home Page - Lyocon.

Lyocon operates as a fully consolidated operating subsidiary within the NUBURU group and represents the core industrial platform for NUBURU’s reactivated and expanded blue-laser business, while simultaneously positioning the technology for dual-use industrial and defense applications. Lyocon has expanded and enhanced NUBURU’s in-house engineering, assembly, testing, and demonstration capabilities for laser-based and directed-energy systems applicable to both defense and civilian security use cases.

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. Forward-looking statements in this press release include, without limitation, statements regarding the proposed Tekne transaction; the expected timing, preparation, submission and outcome of the Golden Power notification; anticipated ownership, control, potential consolidation and accounting treatment of Tekne; expected transaction economics, capital deployment, earn-out terms and timing; Tekne’s business plan, projected 2026-2030 value of production (which includes revenue) and related accounting-basis assumptions, NUBURU’s estimated 70% pro rata economic ownership exposure to such projected amounts, EBITDA, backlog, new orders, customer demand, production ramp, working-capital needs and growth drivers; the anticipated industrial plan, integration, strategic benefits and expansion of NUBURU’s Defense & Security platform; and the expected filing of a Current Report on Form 8-K describing additional SPA terms. 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 prepare and submit the Golden Power notification within the expected timeframe and to obtain Golden Power authorization on acceptable terms or at all; (2) the possibility that the Golden Power review may be delayed, conditioned or not approved; (3) the ability to satisfy the other conditions to closing and complete the proposed Tekne transaction on expected terms or timing; (4) the ability to integrate Tekne, realize anticipated benefits and consolidate operations and financial results as expected; (5) the risk that Tekne’s business plan, projected value of production (which includes revenue), including accounting-basis assumptions and potential adjustments if presented or reconciled under US GAAP, projected EBITDA, customer demand, backlog, new order intake, working-capital assumptions and growth drivers may not be realized or may differ materially from actual results; (6) the risk that assumptions regarding consolidation, accounting treatment and NUBURU’s pro rata ownership exposure may differ from final accounting treatment or actual results; (7) the ability to maintain operational continuity, supplier support, customer contracts and financing arrangements at Tekne; (8) the ability to meet applicable securities exchange listing standards; (9) the impact of the loss of the Company’s patent portfolio through foreclosure; (10) failure to achieve expectations regarding business development and acquisition strategies; (11) inability to access sufficient capital; (12) changes in applicable laws or regulations; (13) adverse economic, business, competitive, geopolitical or financial market conditions; and (14) 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.

Fonte: Business Wire