NUBURU Chairman to Shareholders: Tekne Closing Delivers Operating Defense Platform. October 15 Form S-3 Raises No New Capital
Tekne’s program value includes conditional items, while the separate reactivation opportunities are not current awards.
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Enlarged group enters Q4 with approximately
Dear Fellow Shareholders,
On October 15, NUBURU closed the acquisition of a
The October 15 Form S-3 and existing conversion rights
The October 15 Form S-3 is not a new capital raise. It was filed to register the resale of up to 20 million common shares issued or issuable upon conversion of the Series B preferred stock sold in our July public offering. Proceeds from that offering funded repayment of approximately
The industrial scale Tekne brings to NUBURU
NUBURU today is a different company than it was ninety days ago. With Tekne, we own an established industrial business: approximately 185 personnel, three Italian facilities in Ortona, Poggiofiorito and Guastalla, a manufacturing history dating to 1990, and active customers across defense, civil protection, public safety and industrial markets. Tekne’s electronic-warfare and special-vehicle engineering now sits alongside Lyocon’s laser and photonics expertise and Orbit’s operational-resilience software. Together, these businesses provide revenue, production capacity and customer relationships from which to scale.
Tekne gives us the production and systems-integration base to move our technology toward customer deployment and to pursue opportunities across
A
Tekne’s September 14 production schedule carried approximately
NYSE American equity compliance update
Our Form 10-Q/A reported June 30, 2026 stockholders’ equity of
Financing execution and growth
Scaling an industrial defense business requires working capital: materials, components, production labor and inventory often require payment before delivery, acceptance and collection. Growth also requires investment in capacity, people and product qualification. Our financing strategy is to fund execution around executable customer programs. We are working with local banking partners and debt providers to structure working-capital and growth funding around production milestones and cash collection. Potential sources include receivables and inventory financing (on and off-balance sheet), equipment leasing, customer advances, debt and equity, subject to eligibility, credit approval and agreed terms. Completing an acquisition and financing the growth of the business it creates are two different requirements, and we intend to approach both with discipline.
How platforms like ours are valued
Across the public defense-technology market, some companies trade at substantial revenue multiples despite reporting negative EBITDA or adjusted EBITDA. In our view, this reflects the importance investors attach to scalability, differentiated solutions, customer adoption and the ability to turn technology into repeatable revenue. Orders demonstrate demand; deliveries and customer acceptance provide evidence of product quality and execution. Tekne gives NUBURU an established industrial and customer record on which to build, and we believe these factors should inform the assessment of the enlarged group. Historical results from before the Tekne acquisition do not capture the enlarged operating perimeter.
Our investment case does not depend on Tekne reaching positive EBITDA in 2026. We acquired people, engineering expertise, technologies, licenses and an industrial and technology hub in Ortona — a strategic logistics location with access to a nearby airport and commercial port — to build an enduring Defense & Security platform serving
What we will show you
Our immediate priorities are to stabilize and scale execution at Tekne, align the group’s commercial and technology teams, and match production commitments to available funding. We will report progress in the terms that matter: confirmed awards and activations, deliveries and recognized revenue, margins, cash collection, financing, and share count — with a clear line drawn between firm orders, conditional program value and commercial opportunities.
Tekne gives NUBURU the industrial base, customers and capacity to compete more broadly and begin scaling from established businesses. We believe the enlarged platform should be assessed on its acquired capabilities, customer programs and capacity to grow. Our responsibility is to demonstrate that value through deliveries, revenue, margins and cash generation, with the objective of building durable value per share.
Thank you for your continued support.
Alessandro Zamboni
Executive Chairman and Co-Chief Executive Officer
NUBURU, Inc.
About NUBURU, Inc.
NUBURU, Inc. (NYSE American: BURU) is the next-generation dual-use Defense and Security integrated platform company. NUBURU is developing software-orchestrated, hardware-enabled capabilities for modern defense and security, critical-infrastructure and digital-resilience markets. The group combines operating businesses and technology-development initiatives across:
- directed-energy and non-kinetic technologies, including laser and photonics engineering for industrial and defense applications;
- electronic warfare, including cyber and electromagnetic activities (CEMA), and special-vehicle and defense-mobility programs;
- operational-resilience software, AI-assisted orchestration and analytics; and
- advanced manufacturing, integration, support and deployable-production initiatives.
NUBURU is focused on commercial execution, integrating its capabilities and converting its opportunity pipeline into contractual orders, revenue and sustained business growth. Product-development and integrated mission programs remain subject to technical validation, customer requirements and applicable approvals.
For more information, please visit our website at www.nuburu.net and follow us on X at https://x.com/nuburulasers.
About Nuburu Defense LLC
A subsidiary of NUBURU, Nuburu Defense supports the group’s Defense & Security platform and holds a
For more information on our acquisitions, investments and joint ventures:
- Orbit: www.orbitopenplatform.com – Orbit provides operational-resilience software, risk intelligence, data integration, workflow orchestration and auditability. Its defense deconfliction module remains under development and institutional validation.
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Tekne S.p.A.: www.tekne.it – Tekne serves defense, civil-protection, public-safety and industrial customers through electronic-warfare capabilities, special-vehicle engineering and manufacturing. NUBURU completed its acquisition of a
70% controlling interest on October 15, 2026. - SunCubes S.r.l.: The group’s collaboration pathway with SunCubes supports exploration of laser power-beaming and optical-communications applications, subject to definitive arrangements, technical validation and applicable approvals.
- Maddox Defense Incorporated Joint Venture: The group’s joint-venture initiative with Maddox Defense supports advanced manufacturing and deployable-production and sustainment opportunities, subject to program development and execution.
About Nuburu Subsidiary, Inc.
A subsidiary of NUBURU, Nuburu Subsidiary, Inc. fully owns Lyocon S.r.l., an Italian laser-technology company specializing in the design, manufacturing and integration of laser systems. Lyocon supports NUBURU’s laser business and the development of dual-use industrial and defense applications.
Forward-Looking Statements
This letter contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These include expectations about acquisition benefits, reorganization, integration, synergies, program reactivation and conversion, product development, market expansion, recurring revenue, capital availability, bank financing, NYSE American’s compliance review and determination, business scaling, financial performance and shareholder value. They reflect current expectations and are not guarantees.
Forward-looking statements also include the preliminary management estimate of more than
The October 15, 2026 Form S-3 was filed to register the resale of common shares issued or issuable upon conversion of Series B preferred stock under its existing terms, as amended and previously disclosed; conversions under those terms may result in dilution to existing stockholders. Financing sources described in this letter are subject to eligibility, credit approval and agreed terms. General market observations regarding other companies do not establish a valuation for NUBURU.
Actual results may differ materially because of integration and operational risks; losses, negative cash flow and liquidity needs; inability to obtain financing on acceptable terms; dilution; deferred purchase-price and earn-out obligations and potential acceleration; program changes, cancellations and procurement decisions; production, qualification, customer acceptance and collection delays; competition; regulatory, export-control, Golden Power and security requirements; listing-compliance risks; and other factors described in NUBURU’s SEC filings. Statements speak only as of their date; NUBURU undertakes no obligation to update them except as required by law.
This letter does not constitute an offer to sell or a solicitation of an offer to buy any securities.
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NUBURU Investor Relations: ir@nuburu.net
Media Contact: press@nuburu.net
Website: www.nuburu.net
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Source: NUBURU, Inc.