NUBURU Completes Tekne Acquisition, Adding a $93 Million Defense & Dual-Use Program Portfolio and Advancing Expansion Across NATO and Allied Markets

The revised earn-out cap falls approximately 32.6%, but retains minimum annual cash payments regardless of revenue.

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Renegotiated terms cap the earn-out at €20 million, payable in cash with no share issuance for earn-out payments, while the waiver of approximately €29.7 million of shareholder loans and other receivables creates permanent equity in Tekne — giving NUBURU control of 185 personnel, three Italian facilities and electronic-warfare and defense-mobility capability in a $32 billion market

DENVER--(BUSINESS WIRE)-- NUBURU, Inc. (NYSE American: BURU) (“NUBURU” or the “Company”), a next-generation dual-use Defense & Security integrated platform company, today announced that it has completed the acquisition of a 70% controlling interest in Tekne S.p.A. (“Tekne”) through its subsidiary NUBURU Defense LLC. The notarial closing was executed today in Italy, following the Italian Government’s Golden Power authorization granted on August 5, 2026. Tekne’s historical shareholders retain the remaining 30%.

Alessandro Zamboni

The economics of the transaction are the story. NUBURU acquired the additional 67.1% interest for a fixed purchase price of €5.2 million — €1.2 million at signing and €4 million deferred through March 2027. The transaction also provides for an earn-out capped at €20 million, payable in cash beginning in 2028 and calculated at 5% of Tekne’s annual U.S. GAAP revenues, with a guaranteed minimum annual payment of €2 million regardless of revenue, within the €20 million cap. The transaction also includes the approximately €29.7 million waiver of shareholder loans and other receivables which now become permanent equity of Tekne. The original cash-or-shares option has been eliminated: no NUBURU shares will be issued to pay the earn-out.

In exchange, NUBURU takes control of a defense manufacturer founded in 1990, with approximately 185 personnel across three facilities in Ortona, Poggiofiorito and Guastalla; approximately $93.1 million (€80.6 million) of remaining program value on its September 14, 2026 production schedule; proven capabilities in electronic warfare, special vehicles and defense mobility; and a customer base spanning defense, civil protection, public safety and industry.

The acquisition closes a 90-day sequence that has reset NUBURU’s foundation: approximately $16.75 million of debt retired in full from the proceeds of the $38.0 million public offering; a second consecutive quarter of positive stockholders’ equity with total assets of $69.12 million at June 30, 2026; the Italian Government’s Golden Power authorization on August 5, 2026; the return of BURU to NYSE American on September 14, 2026; and now ownership of the industrial base on which the Company’s Defense & Security platform will be built and delivered to Italian, U.S., NATO and allied customers.

“We set out to build a vertically integrated defense company, and today we own the stack: directed energy through Lyocon, electronic warfare and vehicles through Tekne, operational resilience software through Orbit, and the factories to build all of it in a NATO member state,” said Alessandro Zamboni, Executive Chairman and Co-Chief Executive Officer of NUBURU. “We agreed to a fixed share purchase price of €5.2 million for the additional 67.1% interest in a 36-year-old business with a $93 million program portfolio, alongside the agreed recapitalization and cash earn-out. No NUBURU shares will be issued to pay the earn-out. That is the kind of capital allocation our shareholders should expect from us. Golden Power authorization from the Italian Government was a key milestone for this acquisition. Now we execute.”

“Tekne’s Tactical Bubble electronic-warfare capability and its special-vehicle engineering are exactly the industrial layers our platform was designed around,” said Dario Barisoni, Co-Chief Executive Officer of NUBURU and Chief Executive Officer of NUBURU Defense LLC. “We can now take a requirement from a NATO or allied customer and answer it with our own laser source, our own vehicle, our own mission software and our own production line. Owning the full stack, inside Europe, is what customers are asking for and what very few suppliers can offer.”

Transaction terms

The revised agreement reduces the maximum aggregate earn-out payable to Tekne’s historical shareholders from €29.692 million to €20 million — a reduction of €9.692 million, or approximately 32.6%. The earn-out remains calculated as 5% of Tekne’s annual U.S. GAAP revenues for 2027–2036, with a guaranteed minimum annual payment of €2 million and no further payments once the €20 million cap is reached. Payments are made in cash by June 30 of each year beginning in 2028, replacing the original cash-or-shares option and eliminating earn-out-related share issuance. NUBURU and NUBURU Defense LLC are jointly and severally liable for the earn-out and fixed purchase price, and the earn-out is subject to contractual acceleration provisions.

The fixed purchase price for the additional 67.1% interest is €5.2 million, comprising €1.2 million paid at signing and €4 million deferred in four equal installments through March 2027. Separately, the holder of the $1.74 million NUBURU convertible note issued as consideration for the initial 2.9% interest in Tekne will convert the note into 34,870 shares of NUBURU common stock under the originally agreed fixed-share terms, equivalent to a split-adjusted conversion price of $49.90 per share (approximately $50).

At closing, NUBURU, also on behalf of NUBURU Defense LLC, irrevocably waived approximately €29.7 million of existing shareholder loans and other receivables, converting them into a permanent, non-repayable contribution to Tekne’s equity. The waiver materially strengthens Tekne’s capital base from day one while preserving the 70% / 30% ownership structure — NUBURU’s capital is already deployed inside the business rather than sitting as an intercompany receivable.

Approximately $93.1 million in remaining program value, with reactivation upside on top

Tekne’s management production schedule dated September 14, 2026 records approximately $93.1 million (€80.6 million) of remaining portfolio value across defense, civil-protection, public-safety and industrial programs. This figure is a preliminary, unaudited management operating measure relating to 100% of Tekne; it includes entries subject to option, framework or activation requirements and is not closing-date signed backlog or a revenue forecast. The U.S. dollar equivalent uses the September 14, 2026 ECB reference rate of €1 = $1.1551 and is provided for convenience.

Beyond the recorded portfolio, NUBURU is moving immediately to pursue the reactivation of selected defense-vehicle and mobility programs, including previously withdrawn procurement procedures and terminated supply contracts. These contingent opportunities are excluded from the reported portfolio and are not current awards; any reactivation is subject to the relevant authorities’ decisions and definitive contractual arrangements.

Additional commercial priorities include follow-on special-vehicle programs, electronic-warfare and counter-drone applications, and international defense-mobility opportunities, leveraging Tekne’s long-standing customer relationships together with the wider NUBURU group’s partner network.

Full-stack control: lasers, electronic warfare, vehicles and software under one platform

Tekne delivers the electronic-warfare and vehicle layers of NUBURU’s modular platform, including its Tactical Bubble capabilities and special-vehicle engineering. NUBURU is combining these with Lyocon’s photonics and laser engineering, Orbit’s operational-resilience software and the group’s deployable-manufacturing initiatives to field mobile counter-drone and electronic-warfare systems, command-support nodes and critical-infrastructure protection solutions. Orbit’s separate defense deconfliction module remains under development and institutional validation; integrated mission packages remain subject to technical qualification, customer requirements and applicable approvals.

The platform’s commercial model is built to extend every equipment delivery into multi-year maintenance, software, upgrade and lifecycle-support revenue, layering recurring business on top of new system sales.

Market opportunity and demand signals

MarketsandMarkets estimates the global electronic-warfare market at $32.35 billion in 2026, growing to $64.66 billion by 2031. Grand View Research estimates the global anti-drone market at $4.1 billion in 2026, reaching $19.8 billion by 2033. These overlapping global market estimates provide context for the segments NUBURU intends to address; they are not additive and are not forecasts of Company revenue.

Demand for interoperable, sovereign and rapidly deployable capability is accelerating across NATO and the European Union. NATO’s October 2026 DiBaX26 experimentation is testing resilient communications and the connections between counter-drone sensors, data feeds and effectors. On October 12, the EU Council gave final approval to the €115 million AGILE defense-innovation program to accelerate development and testing. NUBURU believes this focus on integration and deployment aligns directly with its strategy of combining Tekne’s industrial capabilities with software and photonics.

New leadership for Tekne

Tekne’s new governance structure provides for a three-member Board of Directors, with two directors designated by NUBURU Defense LLC and one by the historical shareholders, together with minority consent rights over specified reserved matters. General Pietro Serino, former Chief of Staff of the Italian Army, has been selected to serve as Chairman; his formal appointment remains subject to the required corporate and regulatory approvals, including ANAC approval.

The selected Chief Executive Officer brings more than 30 years of experience across Italian institutions and the defense industry, including senior leadership roles in electronic warfare, cyber and spectrum dominance, and mission systems, with international experience across the Middle East, North Africa and Asia-Pacific. The Company expects to announce the CEO’s identity shortly, following the necessary corporate approvals.

Regulatory and financial disclosures

Tekne will maintain its registered office and its defense and security industrial facilities in Italy, in accordance with the applicable Golden Power requirements.

NUBURU will provide additional information regarding the acquisition and file the related agreements in a separate Current Report on Form 8-K. The required historical financial statements, including audited annual financial statements, and related unaudited pro forma financial information will be provided in the Company’s SEC filings, including a Form 8-K/A as applicable, in accordance with SEC requirements.

About NUBURU Inc

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

For more information, visit www.nuburu.net and https://ir.nuburu.net/corporate-profile/default.aspx, and follow NUBURU on X at https://x.com/nuburulasers.

About NUBURU Defense LLC

A subsidiary of NUBURU, NUBURU Defense LLC supports the development of the Company’s Defense & Security platform, which now includes a 70% controlling interest in Tekne. NUBURU Defense Italy S.r.l. supports the coordination and development of the Italian platform.

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 press release contains forward-looking statements within the meaning of the 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. Statements other than statements of historical fact may be forward-looking statements, identified by words such as “may,” “expect,” “intend,” “will,” “anticipate,” “believe,” “plan,” “target,” “could” or “would,” or their negatives or variations.

Forward-looking statements include statements regarding anticipated acquisition benefits, post-closing obligations, integration and recapitalization, proposed leadership appointments and approvals, future commercial opportunities, program reactivation and order execution, market growth, product development, recurring business, market conditions including defense spending in Europe, and the timing and content of future SEC filings. Historical financial figures referenced in this release are as reported in NUBURU’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, as amended by the Form 10-Q/A filed on September 22, 2026, and its prior press releases. The approximately $93.1 million remaining program value referenced in this release is a preliminary, unaudited management measure; its realization depends on program activation, working capital, delivery and customer acceptance, and the figure should not be relied upon as signed backlog or as an indication of future revenue. Conversion of commercial opportunities remains subject to procurement decisions, definitive contracts, applicable authorizations and execution requirements.

Actual results may differ materially due to risks and uncertainties, including integration and execution risks; Tekne’s operating performance and capital requirements; liquidity constraints and the ability to meet deferred purchase-price and guaranteed earn-out obligations, including potential acceleration; order changes, cancellations, production delays and customer acceptance or payment delays; competition, procurement decisions and the outcome of proceedings concerning terminated or withdrawn programs; required leadership approvals; product qualification and development; compliance with Golden Power conditions, export controls and other regulatory requirements; continued-listing risks; and other factors described in NUBURU’s SEC filings. Statements speak only as of their date. NUBURU undertakes no obligation to update forward-looking statements except as required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20261015023195/en/

NUBURU Investor Relations: ir@nuburu.net
Media Contact: press@nuburu.net
Website: www.nuburu.net

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Source: NUBURU, Inc.

Key Terms

earn-out financial

An earn-out is a deal feature in mergers and acquisitions where part of the purchase price is paid later only if the acquired business meets specific future targets, such as revenue or profit goals. It matters to investors because it shares risk between buyer and seller—similar to paying for a used car only if it reaches promised mileage—affecting projected cash flows, valuation assumptions, and the likelihood of future payouts.

u.s. gaap financial

U.S. GAAP is a set of rules and standards that companies in the United States follow to prepare their financial reports. It helps ensure that financial information is consistent and clear, so investors and others can compare and understand a company's financial health easily.

convertible note financial

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.