NUBURU Announces Proposed Premium-Priced Public Offering Expected to Provide Sufficient Funding to Consummate the Acquisition of a Controlling Interest in Tekne and Extinguish Outstanding Indebtedness and Related Stock-Based Amortizations

Key Terms

golden power regulatory

A government’s special authority to review, approve, or block investments and takeovers of businesses that touch critical infrastructure, sensitive technology, or national security services. Think of it like a safety switch or referee that can stop or change a deal to protect public interests; for investors it means some transactions may be delayed, modified, or prevented, creating regulatory risk that can affect deal outcomes, valuations, and share prices.

registration statement on form s-1 regulatory

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

standby equity purchase agreement financial

A standby equity purchase agreement is a contract in which an investor or group agrees to buy a company’s newly issued shares on demand, giving the company a ready source of cash it can tap when needed. Think of it like a line of credit made with stock instead of a loan: it provides financial backup but can increase the number of shares outstanding, diluting existing owners and affecting per‑share value, so investors watch these deals for their impact on ownership and earnings per share.

preliminary prospectus regulatory

A preliminary prospectus is an early draft of the official document a company files when planning to sell shares to the public; it outlines the business, risks, how the offering will work and estimated terms but omits final price and some details. Investors use it to evaluate the opportunity and risks—like reading a menu draft before a restaurant opens—because it signals intent, reveals important red flags, and helps assess whether the eventual offering fits their investment goals.

placement agent financial

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

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Offering expected to be priced above the current market price of the Company’s common stock, with proceeds intended to satisfy Golden Power requirements for the announced proposed Tekne acquisition, extinguish $16.75 million in principal amount of outstanding indebtedness in full - ending related equity-line share issuances - and halt equity-line use for at least 90 days.

DENVER--(BUSINESS WIRE)-- NUBURU, Inc. (NYSE American: BURU), a next-generation dual-use Defense & Security integrated platform company, today announced the commencement of a proposed best-efforts public offering of up to $38.0 million of securities of the Company, as described in the preliminary prospectus included in the Company’s registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “SEC”).

Under the proposed terms, the offering is expected to be priced above the current market price of the Company’s common stock, with a proposed public offering price of $0.1555 per share (or equivalent security), representing a 5% premium to the closing price of the Company’s common stock on July 10, 2026. The offering is subject to market and other conditions, including final pricing negotiations, and there can be no assurance as to whether or when the offering may be completed, the actual size of the offering, or the final terms of the offering.

If completed and fully subscribed, the Company intends to use the net proceeds to deliver significant key strategic and balance-sheet advantages directly aligned with NUBURU's Defense & Security transformation plan:

• satisfy the financial assurances requirements associated with the Italian Government Golden Power review and position NUBURU to complete its previously announced proposed acquisition of a 70% controlling interest in Tekne S.p.A. (“Tekne”), subject to Golden Power clearance and other closing conditions;
• redeem in full principal outstanding indebtedness of approximately $15.5 million (the “Debenture”) and $1.25 million of convertible notes issued in connection with the previously announced Lyocon acquisition;
• end the cycle of satisfying monthly installments under the Debenture through recurring stock issuances at prevailing market prices under the Company’s standby equity purchase agreement;
• add primary equity capital and materially strengthen the Company’s stockholders’ equity and pro forma tangible book value in support of its NYSE American continued-listing compliance efforts; and
• support near-term acquisition, working-capital and platform-execution requirements, enabling NUBURU to halt use of its equity line for at least 90 days, subject to completion of the offering and receipt of sufficient net proceeds.

Form S-1 and Important Offering Notice

Joseph Gunnar & Co., LLC is acting as the exclusive placement agent for the proposed offering.

The securities described above are being offered by NUBURU pursuant to a registration statement on Form S-1 that was filed with the SEC on July 13, 2026. A preliminary prospectus relating to the proposed offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus relating to the proposed offering may also be obtained, when available, by contacting Joseph Gunnar & Co., LLC, 40 Wall Street, 30th Floor, New York, NY 10005, by phone at (212) 440-9600 or by e-mail at prospectus@jgunnar.com.

NUBURU has filed a registration statement, including a preliminary prospectus, with the SEC for the offering to which this communication relates. Before investing, prospective investors should read the prospectus included in the registration statement and the other documents the Company has filed with the SEC for more complete information about the Company and the proposed offering.

The registration statement has not yet become effective. The securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About NUBURU, Inc.

NUBURU, Inc. (NYSE American: BURU) is a next-generation dual-use Defense & Security integrated platform company delivering software-orchestrated, hardware-enabled capabilities for defense and security, critical-infrastructure and digital-resilience markets. Its platform strategy includes directed-energy and non-kinetic effects, electronic warfare and CEMA, defense mobility, operational-resilience software, and advanced deployable manufacturing.

NUBURU is focused on strengthening its capital structure, integrating strategic investments and converting its opportunity pipeline into contractual orders and sustained revenue growth.

For more information, please visit www.nuburu.net/investor-relations and follow NUBURU on X at https://x.com/nuburulasers and on LinkedIn at https://www.linkedin.com/company/nuburu.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the proposed public offering; the expected pricing, size, timing, completion and terms of the proposed offering; the expected use of proceeds; the expected redemption of the Debenture and other notes; the expected effect of such redemption on monthly amortization, equity-line usage, stock-issuance pressure, financing flexibility and capital structure; the expected 90-day halt in use of the Company's equity line; the Company's expected stockholders' equity, pro forma tangible book value and NYSE American continued-listing compliance; the Company's ability to complete the Tekne acquisition; the timing and outcome of the Italian Government Golden Power process; the expected consolidation of Tekne's financial results and operations; Tekne's order portfolio, business-plan projections, production value, revenue, EBITDA, backlog, new-order intake and operating performance; the expected benefits of the Company's transformation plan; Lyocon, Orbit, SunCubes, Tekne and other platform initiatives; shareholder value creation; access to capital; liquidity; strategic investments; integration; operating revenue; and the Company's growth plans.

These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including market conditions; the possibility that the proposed offering may not be completed, may be completed on different terms, or may generate less proceeds than expected; the dilutive effect of current or future issuances; adverse effects of issuances or resales on the market price of the Company's common stock; the Company's ability to redeem the Debenture or other notes; the availability and terms of future financing; the possibility that the Company may need to resume use of its equity line earlier than expected; inability to satisfy NYSE American continued-listing requirements; delay, conditions or denial in the Golden Power process; failure to complete or finance the Tekne acquisition; inability to consolidate or integrate Tekne or other strategic investments as expected; differences between Tekne's business-plan projections and actual results; customer, program, procurement, restructuring, supply-chain and execution risks; changes in fair value of debt, warrants, the SEPA liability or other instruments; liquidity constraints; risks relating to outstanding indebtedness, preferred-share obligations and other liabilities; geopolitical, defense-spending and macroeconomic risks; and other risks described in NUBURU's filings with the SEC. NUBURU undertakes no obligation to update any forward-looking statement except as required by law.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260713579213/en/

Investor Relations ir@nuburu.net | Media press@nuburu.net | www.nuburu.net

Source: NUBURU, Inc.