NUBURU Secures $25 Million Financing, Advancing Integrated Defense & Security Platform

Key Terms

securities purchase agreement financial

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unsecured debenture financial

A unsecured debenture is a loan-like security issued by a company that promises to pay interest and return principal but is not backed by specific assets as collateral. It matters to investors because repayment depends on the issuer’s overall financial health rather than a claim on property, making it riskier than secured debt and often offering higher interest as compensation—think of lending money to someone based on their reputation instead of holding their car as collateral.

warrants financial

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convertible shareholder loan financial

A convertible shareholder loan is money a shareholder lends to a company with an agreement that the loan can later be turned into shares instead of repaid in cash. Think of it like an IOU that can be exchanged for ownership: it helps a company get funding now but can dilute existing owners if converted, and it changes the mix of debt and equity that affects risk, voting power and recovery for investors.

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.

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Transaction with YA II PN, Ltd. enables accelerated execution of NUBURU’s multi-asset defense and security platform targeting $20B+ addressable global markets

CENTENNIAL, Colo.--(BUSINESS WIRE)-- NUBURU, Inc. (NYSE American: BURU), a global pioneer in high-performance blue laser technology, today announced that it has entered into a Securities Purchase Agreement with YA II PN, Ltd. pursuant to which it will receive a gross cash infusion of $23.25 million in exchange for the issuance of a $25.0 million unsecured debenture and related warrant packages.

The financing will significantly strengthen NUBURU’s capital position and enable the Company to accelerate execution of its previously announced acquisition and integration roadmap, advancing its transformation into a vertically integrated, multi-domain Defense & Security platform. NUBURU will be positioned to move decisively from strategy into execution across its target industries — defense-grade laser and photonics systems, mission-critical software, advanced UAV platforms, and specialized defense mobility solutions. Closing is subject to customary closing conditions.

Strategic Plan Implementation

This financing will support NUBURU’s announced transformation plan, including allowing the company to hire key personnel and advisers, develop existing intellectual property, and continue to pursue key acquisitions and investments.

Transaction Update

As previously announced, NUBURU is currently pursuing key transactions, including the following:

Orbit Srl (“Orbit”) Acquisition — Mission-Critical Software & Operational Resilience

Through Nuburu Defense LLC (“Nuburu Defense”), NUBURU is advancing toward full control of Orbit, a mission-critical SaaS platform supporting operational resilience, crisis management, and situational-awareness use cases.

Orbit will serve as the digital backbone of NUBURU’s platform, delivering real-time data fusion, decision support, and end-to-end operational visibility across highly regulated industries and critical-infrastructure environments.

Lyocon Srl (“Lyocon”) Acquisition & Photonics Expansion

On December 1, 2025, NUBURU entered into Binding Heads of Terms to acquire Lyocon, an Italian photonics and laser-engineering company with advanced cleanroom and precision-manufacturing capabilities.

The Lyocon acquisition is anticipated to revitalize NUBURU’s blue-laser business by establishing a European manufacturing footprint and enhancing its potential, subject to future developments, to support the delivery of defense-grade photonics systems at scale.

Tekne SpA (“Tekne”) Strategic-Interest Program — Defense Mobility & Systems Integration

NUBURU confirms that the first €2 million tranche of its €15 million strategic support program for Tekne was successfully executed during the fourth quarter of 2025. It anticipates that, subject to ongoing negotiations and the satisfaction of agreed commercial stipulations, it may fund the remaining €13 million convertible shareholder loan (“Tekne Loan”) in combination with the acquisition of an initial 2.9% equity stake in Tekne and commence operations under a Network Contract (Contratto di Rete) between the two companies. Conversion of the Tekne Loan, as well as any further strategic investment in Tekne that could result in the acquisition of a controlling interest, remain subject to applicable regulatory approvals, including “Golden Power” authorization from the Italian government.

Tekne would add specialized defense mobility, armored vehicle, and electronic-systems capabilities to NUBURU’s expanding platform.

Maddox Defense Joint Venture (“Maddox JV”) — Advanced UAV Platforms

Nuburu Defense is pursuing a controlling-interest in a joint venture with Maddox Defense Incorporated, which will focus on next-generation - dual-use - UAV solutions, through deployable additive-manufacturing pods rather than single-platform systems.

Key development areas include:

• Containerized mobile additive-manufacturing pods utilizing multi-printer hybrid fleets (SLS and continuous-fiber composite systems) capable of producing structural, mission-critical defense components in forward or austere environments;
• EM3D/ advanced additive manufacturing for defense, enabling rapid production of UAS components, ground systems parts, mission payload housings, tooling, and spares without reliance on centralized supply chains;
• Defense manufacturing-as-a-service models, allowing allied forces and government customers to deploy production capacity where and when needed;
• ISR-enabling platforms and mission hardware, produced, repaired, and iterated directly within theater;
• Training, certification, and sustainment programs, including deployed Master Trainer teams and remote operational support;
• Field deployment, lifecycle sustainment, and after-sales services, creating recurring revenue through consumables, upgrades, and support contracts.

The Maddox JV’s 2026–2028 business plan prioritizes the assessment and development of military and defense-oriented drone applications, while also evaluating commercial and civil-sector deployments, leveraging NUBURU’s core blue-laser platform, enabled by Lyocon’s advanced manufacturing and engineering capabilities, together with the Orbit operational-resilience system and Tekne’s defense-mobility suite.

Financing Structure and Additional Capital Upside

Under the Securities Purchase Agreement, in exchange for a capital infusion of $23,25 million, NUBURU will issue a $25.0 million unsecured debenture, together with four series of warrants with exercise prices of $0.01 (for 80 million shares), $0.25 (for 100 million shares), $0.375 (25 million shares), and $0.47 per share (25 million shares), respectively. The debenture will bear 8% annual interest, begin monthly amortization in March 2026, and mature in December 2026, subject to extension at the holder’s option.

If all warrants are exercised for cash, NUBURU may receive up to approximately $46.9 million in additional gross proceeds, providing potential incremental liquidity to support future strategic and growth initiatives. The warrants may be exercised on a cashless basis until such time as the underlying shares have been registered for resale with the Securities and Exchange Commission.

Full details of the transaction will be disclosed in a Form 8-K to be filed within the applicable reporting period.

Leadership Commentary

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

“This financing represents a pivotal execution milestone for NUBURU. We have the capital we need to continue our acquisition roadmap, honor our strategic commitments, and accelerate the integration of laser, photonics, software, mobility, and UAV capabilities into a unified Defense & Security platform.”

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

“Entering 2026 with this strengthened capital position allows us to scale with speed and precision across multiple defense domains. Our strategy is intentionally integrated — software informing hardware, photonics enhancing mobility and UAV platforms. This financing ensures we can execute without delay.”

About NUBURU

Founded in 2015, NUBURU, Inc. has developed and previously manufactured industrial blue laser technology. Under a renewed strategic vision led by Executive Chairman and Co-CEO Alessandro Zamboni, the Company is expanding into complementary sectors including defense-tech, security, and critical infrastructure resilience. NUBURU is leveraging a combination of internal innovation and strategic acquisitions to build out its Defense & Security Hub, targeting long-term, sustainable growth across high-value government and enterprise markets.

For more information, visit www.nuburu.net.

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 private placement, (2) anticipated net proceeds and use of proceeds, (3) the ability to meet applicable 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 strategies; (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 and Form 10-Q. These filings address additional risks that could cause actual results to differ materially from those contemplated 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.

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NUBURU Investor Relations: ir@nuburu.net

Media Contact: press@nuburu.net

Website: www.nuburu.net

Source: NUBURU, Inc.