NUBURU Prices ~$12M Public Offering to Accelerate Execution of Defense & Security Transformation Plan

Key Terms

pre-funded warrants financial

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

common warrants financial

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

Form S-1 regulatory

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

ITAR regulatory

ITAR is a set of U.S. rules that control the export, import and sharing of military items, technologies and related technical data. For investors it matters because companies that make or handle controlled defense products can face strict licensing requirements, export bans, heavy fines, or lost contracts if they fail to comply—similar to a traffic cop that can stop or reroute a shipment, which can affect revenue, supply chains and company value.

C-UAS technical

c‑UAS (counter‑unmanned aircraft system) are integrated tools and procedures used to detect, track, and stop unauthorized drones—like a security system that sees and disables an intruder in the sky. Investors watch c‑UAS because rising drone use and tighter rules create demand for hardware, software, and services, which can drive sales growth and affect regulatory risk for companies in defense, airports, utilities, and event security.

directed-energy technical

Directed-energy describes technology that sends concentrated beams of light, radio waves, or microwaves to produce an effect at a distance, similar to using a focused flashlight rather than a room lamp. For investors, it matters because development, manufacturing, and deployment of these systems can drive defense and industrial spending, create intellectual property and export rules, and affect revenue and risk profiles for firms involved in advanced electronics and materials.

additive manufacturing technical

Additive manufacturing, often called 3D printing, builds physical parts by laying down material layer by layer from a digital design, rather than cutting or molding from a solid block. It matters to investors because it can cut production time and waste, enable cheaper prototypes and customized products, and reshape supply chains—changes that can lower costs, speed new products to market, and create competitive advantages that affect a company's revenue and margins.

mission-critical infrastructure software technical

Software that runs essential business systems whose failure would stop core operations, like the software controlling payments, network routing, or factory controls. Think of it as the electrical wiring or plumbing of a company: if it breaks, many other things stop working. Investors care because these products often generate steady revenue, carry high switching costs, and create major operational or reputational risk if they fail or are hacked.

DENVER--(BUSINESS WIRE)-- NUBURU, Inc. (NYSE American: BURU), a dual-use Defense & Security platform company focused on non-kinetic effects, directed-energy technologies, and software-orchestrated defense systems, today announced the pricing of a $12 million public offering. The financing is intended to accelerate execution of the Company’s Defense & Security Transformation Plan and strengthen the Company’s capital position as it advances its integrated Defense & Security platform strategy.

The public offering consisted of the issuance and sale of approximately $12 million of common stock and pre-funded warrants in lieu of shares at a subscription price of $0.11 per share and $0.1099 per pre-funded warrant, representing 58,379,137 shares of common stock and 50,711,772 pre-funded warrants. In connection with the offering, the Company also issued common warrants representing up to 150% warrant coverage relative to the shares issued, structured to provide potential additional capital upon exercise, subject to stockholder approval where required. The Common Warrants have an exercise price per share equal to $.1320 from the issuance date until the six-month anniversary of the issuance date and $.11 from the six-month anniversary of the issuance date until the expiration date. The Common Warrants will be exercisable immediately for up to 85,000,000 shares of common stock (the “Warrant Shares”) on a first-come, first-served basis, with exercises for additional amounts subject to the Company obtaining stockholder approval of a sufficient increase in its authorized shares.

Joseph Gunnar & Co., LLC is serving as the exclusive placement agent in connection with the offering.

The shares of common stock, pre-funded warrants, and common warrants are being offered by the Company pursuant to an effective registration statement on Form S-1 (File No. 333-293338 ), initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 10, 2026, and declared effective by the SEC on February 12, 2026.

The offering is being made only by means of a prospectus forming part of the registration statement. A final prospectus relating to and describing the final terms of the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.

Copies of the final prospectus relating to this offering may be obtained, when available, from the SEC’s website at http://www.sec.gov or from Joseph Gunnar & Co., LLC, Attn: Syndicate Department, 40 Wall Street, Suite 3004, New York, NY 10005, or by calling (212) 440-9600.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or 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 jurisdiction.

Strategic Use of Proceeds

The financing enhances the Company’s balance sheet flexibility while supporting disciplined capital deployment across its Defense & Security roadmap.

The Company anticipates gross proceeds of approximately $12 million, before placement agent fees and other expenses. Net proceeds are expected to be used to advance NUBURU’s Defense & Security Platform strategy and to support general working capital requirements.

Within the Defense & Security Platform, a primary focus will be the structured deployment of NUBURU’s integrated Drone and Counter-Drone (C-UAS) strategic plan. Capital may be allocated toward selected developments, strategic investments, and joint ventures across key segments of the drone and counter-drone value chain aligned with evolving NATO, European, and U.S. defense priorities. Targeted areas may include modular drone systems, multi-sensor detection technologies, mobile counter-drone platforms integrated into defense mobility solutions, and non-kinetic countermeasure technologies, including directed-energy applications.

The Company also intends to advance a field-deployable mobile additive manufacturing concept for the rapid production of drones, mission pods, and critical components in operational environments, identified together with Maddox Defense Incorporated. This initiative is intended to enhance forward-deployment capability and supply-chain resilience in high-demand defense scenarios. All such initiatives are expected to be pursued in compliance with applicable U.S. export control and defense trade regulations, including ITAR, where applicable.

In parallel, the Company intends to continue strengthening its strategic positioning in defense mobility and electronic systems through Tekne S.p.A., including initiatives mapped under the existing Network Contract framework. Additional capital may support regulatory and strategic initiatives related to the Company’s objective of increasing its ownership position in Tekne, subject to regulatory approvals.

Proceeds will also support the continued advancement of directed-energy capabilities through Lyocon S.r.l., and the expansion of Orbit S.r.l.’s mission-critical infrastructure software offering, including AI-driven workflow orchestration and the future development of sensor-to-effector integration modules intended to support resilient and interoperable defense and security architectures. Remaining proceeds may be used for general corporate purposes, including subsidiary integration, balance sheet strengthening, regulatory processes, and disciplined execution of the Company’s Transformation Plan.

Management Commentary

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

“This financing strengthens our ability to accelerate deployment of our Defense & Security Platform while reinforcing the Group’s financial position. A central priority is the disciplined advancement of our Drone and Counter-Drone strategy, combining internal development with targeted industrial partnerships.

We are progressing defense mobility initiatives under the Tekne Network Contract framework, advancing next-generation mission-critical infrastructure software capabilities through Orbit, and developing non-kinetic technologies through Lyocon — all within applicable U.S., NATO, and European regulatory frameworks.

We believe this capital deployment enhances our ability to execute the Transformation Plan and positions NUBURU to participate in the accelerating global investment cycle in defense and security technologies.”

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) satisfaction of customary closing conditions related to the offering, (2) anticipated net proceeds and use of proceeds, (3) the ability to meet securities exchange listing standards; (4) the impact of the loss of the Company’s patent portfolio through foreclosure; (5) failure to achieve expectations regarding business development and acquisition strategy; (6) inability to access sufficient capital; (7) inability to realize anticipated benefits of acquisitions; (8) changes in applicable laws or regulations; (9) adverse economic, business, or competitive factors; (10) financial market volatility due to geopolitical and economic factors; and (11) other risks detailed in the Company’s SEC filings, including its most recent Form 10-K or Form 10-Q. These filings address additional risks that could cause actual results to differ from those in the 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.

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NUBURU Investor Relations: ir@nuburu.net

Media Contact: press@nuburu.net

Website: www.nuburu.net

Source: NUBURU, Inc.