$BURU News: NUBURU Presents NUBURU Defense Italian Plan and Strengthens Strategic Team Following Golden Power Notification
Plan submitted in the Golden Power process and reflected in materials provided to NYSE American outlines approximately US$336.3 million of 2026–2029 projected gross revenue for the NUBURU Defense Italian plan, excludes U.S. go-to-market initiatives and supports a software-driven Defense & Security platform vision
DENVER--(BUSINESS WIRE)--NUBURU, Inc. (NYSE American: BURU), the next-generation dual-use Defense & Security integrated platform company focused on non-kinetic effects and directed-energy technologies, electronic warfare and defense mobility programs, software-orchestrated defense systems, and advanced manufacturing, today presented the NUBURU Defense Italian plan following the recent Golden Power notification submitted in connection with NUBURU's planned acquisition of a controlling 70% ownership stake in Tekne S.p.A. ("Tekne"
. The plan is expected to be supported by senior strategic advisers Prof. Carlo Alberto Carnevale Maffè and Gen. Pietro Serino.
NYSE: BURU NUBURU Defense Italian plan estimates US$336.3 million of 2026–2029 projected gross revenue
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The NUBURU Defense Italian plan reflects the industrial, technology and governance framework included in the Golden Power notification package and in materials provided to NYSE American. NUBURU believes the plan provides the market with a clearer view of the scale and credibility of the Company's Italy-centered Defense & Security strategy, including projected plan revenue, the expected quality of the Italian operating team, the role of senior advisers, the protection of Italian IP and the platform rationale behind recent and pending acquisitions.
NUBURU's platform vision is software-driven. The Italian plan is intended to combine industrial assets, photonics, electronic warfare, special vehicles and operational-resilience software into a common architecture in which fielded systems can become governed mission nodes, produce validated data, support human authorization, generate audit-ready records and integrate with authorized customer workflows.
Based on Company plan materials prepared in support of NUBURU's NYSE American compliance updates, NUBURU calculates that the NUBURU Defense Italian plan revenue metric represents approximately US$336.3 million of cumulative 2026-2029 projected gross revenue. The yearly figures for the NUBURU Defense Italian plan are approximately US$13.1 million in 2026, US$74.4 million in 2027, US$105.7 million in 2028 and US$143.1 million in 2029.
For clarity, the NUBURU Defense Italian plan revenue metric excludes any U.S. go-to-market initiative. This includes the current Maddox Defense joint venture, any potential U.S. commercialization of Tekne's current solutions, and the broader future NUBURU Defense & Security platform offering in the United States. Any such U.S. opportunities, if pursued, would be separate from the Italian plan metric and would be subject to applicable Italian, U.S. and other export-control, import-control, intellectual-property, end-use, security and regulatory requirements and approvals.
This calculation is intended to isolate the Italian defense platform plan within the Company plan materials. It does not represent a separate audited reporting segment, a forecast of consolidated revenues, or an ownership-adjusted amount. The metric is presented before ownership, consolidation, customer-conversion, transaction-completion, Golden Power authorization, U.S. GAAP reconciliation and other accounting or operational adjustments, and actual results may differ materially from the projections. References to materials provided to NYSE American are included solely to identify the Company plan materials used for this calculation and do not imply review, approval or endorsement of the projections by NYSE American.
Defense & Security Platform Rationale and Software-Driven Vision
This platform rationale is central to the acquisition strategy. Tekne gives NUBURU a fieldable Italian industrial base and EW/CEMA capability. Lyocon S.r.l. (“Lyocon”) gives NUBURU photonics and blue-laser engineering capacity. Orbit S.r.l. (“Orbit”) gives the software, workflow and evidence layer that can make dual-use applications scalable and auditable. SunCubes S.r.l. (“Suncubes”), if approved and completed, could add longer-term optical communications and power pathways. Together, these layers are intended to create an Italian platform capable of serving defense, security and critical-infrastructure customers where authorized.
NUBURU believes software is crucial to the dual-use strategy because software is the layer that can convert hardware and industrial capabilities into repeatable mission packages. The software layer is expected to ingest events, normalize and validate data, support decision workflows, preserve human authorization, generate audit-ready records, expose approved information to authorized systems through governed APIs and connect sustainment workflows back to customer readiness.
Orbit is expected to be the connective software layer that turns Tekne vehicles, EW/CEMA systems, Lyocon optical modules, sensor nodes, towers, sustainment assets and authorized third-party systems into coordinated, auditable mission nodes. NUBURU expects this software-first architecture to improve customer workflow integration, support evidence-based procurement and training, and create recurring software and systems-integration value around hardware deployments.
The intended operating loop is governance-led and non-operational: sense, validate, decide, authorize, act, report, sustain and learn. NUBURU does not intend this layer to replace classified tactical C2 or fire-control systems. Rather, the Company expects it to complement incumbent architectures as an integration, evidence, resilience and workflow-governance layer, subject to customer requirements, cybersecurity accreditation, export controls and applicable approvals.
Industrial and Technology Roadmap Included in the Italian Plan
The NUBURU Defense Italian plan's roadmap is organized around six non-operational capability families, each subject to customer requirements, technical validation, export controls, laser-safety review, cybersecurity accreditation, Golden Power constraints where applicable and other regulatory approvals:
Counter-UAS and non-kinetic optical defense: operator-governed, below-threshold optical and directed-energy concepts that may complement conventional kinetic defense layers.
EW/CEMA and tactical communications: Tekne electronic-warfare and CEMA capabilities, including evolution of Bolla Tattica concepts toward software-connected, resilient mission packages.
Special vehicles and mobile mission nodes: Tekne special-vehicle and defense-mobility capabilities as fieldable hardware vectors for C-UAS, EW/CEMA, command, sensor and sustainment packages.
Software orchestration: workflow, validation, authorization, audit, reporting, API and resilience capabilities designed to connect distributed mission nodes and customer systems.
Deployable manufacturing and sustainment: field support, spare-parts workflows, mission-package adaptation and sustainment concepts, with U.S. MAMC/Maddox activities treated as a separate U.S. initiative outside the Italian plan revenue metric.
Optical communications, power and underwater / space resilience: Italian R&D pathways involving Lyocon and, where approved, SunCubes, for optical communications, power-beaming concepts, underwater monitoring and infrastructure or space-resilience applications.
The plan presented in the Golden Power context is designed to preserve and expand Tekne's Italian industrial footprint across Poggiofiorito, Ortona and Guastalla; support Tekne's restructuring and expansion; protect strategic defense technologies, intellectual property and sensitive information; and strengthen governance, security and compliance safeguards. The plan also contemplates approximately EUR15.5 million of CapEx over the 2026-2030 period, primarily linked to the Ortona industrial and technology footprint, approximately +372 net direct FTE in Italy by 2030 and an estimated 500-650 additional induced jobs in Abruzzo, subject to the plan's assumptions and execution.
Strategic Advisory Team and Execution Governance
NUBURU believes the credibility of the Italian plan is supported by the combination of projected scale, Italian industrial footprint, software-driven platform logic and senior advisory depth.
Gen. Pietro Serino, former Chief of Staff of the Italian Army and former Chief of Cabinet of the Italian Minister of Defense, is expected to support the Italian project in a strategic advisory capacity, with focus on defense doctrine, NATO alignment, institutions and transatlantic positioning.
Prof. Carlo Alberto Carnevale Maffè, Associate Professor of Practice at SDA Bocconi and Strategy Advisor to the NUBURU Group, is expected to support the Italian project with focus on platform economics, competitive intelligence, industrial governance and the value narrative for Italian intellectual property.
NUBURU expects the Italian management structure to be designed around execution quality, institutional discipline and public-company reporting standards. The expected management team is intended to include experienced executives and specialists across finance, operations, program management, quality, reporting, security, compliance, export control, technology integration and industrial execution. Specific appointments and governance roles will be determined by the competent corporate bodies after closing and in line with any Golden Power prescriptions or commitments.
NUBURU believes this combination of senior advisory credibility and management depth is central to the plan: it is intended to support Italian industrial continuity, protect sensitive information and Italian IP, and give defense and institutional customers confidence that the platform can be executed with appropriate governance, security and operational discipline.
Tekne Transaction and Working-Capital Update
NUBURU also announced that, under the SPA, NUBURU Defense has provided an additional EUR1.0 million to Tekne to support working capital, production continuity and certain orders linked to the existing Contratto di Rete / network-contract cooperation framework. This additional EUR1.0 million is in addition to the EUR1.0 million advance provided at the signing of the SPA and is intended to help Tekne address working-capital needs and prepare for closing following Golden Power authorization, if obtained, subject to the applicable mechanics and limitations of the SPA and the Golden Power process.
As previously announced, the signed SPA establishes a binding path for NUBURU to acquire majority ownership and control of Tekne based on a fixed EUR52 million pre-money valuation of Tekne and a transaction structure comprising:
Capital increase and shareholder financing conversion: conversion of approximately EUR17.692 million of shareholder financing into equity, including the existing EUR16.692 million financing and the EUR1.0 million advance contemplated by the SPA, plus a cash contribution of up to EUR12.0 million as part of a EUR29.692 million capital increase, subject to the SPA mechanics and any additional interim funding adjustments.
Share purchase: a EUR5.2 million purchase of additional shares from Tekne's historical shareholders, subject to the completion of the capital increase and other closing steps.
Earn-out: a revenue-based earn-out payable to Tekne's historical shareholders equal to 5% of Tekne annual revenues, as determined under U.S. GAAP, generated from fiscal years 2027 through 2036, capped at EUR29.692 million.
Ownership target: upon completion of the transaction, NUBURU is expected to hold 70% of Tekne, potentially through an Italian acquisition vehicle, enabling majority ownership and potential consolidation within NUBURU's Defense & Security platform.
NUBURU believes these transaction, working-capital, industrial and national-interest commitments are mutually reinforcing: Italian production continuity, no planned delocalization, preservation of strategic know-how, Italian IP stewardship, dedicated Golden Power and security oversight, and the creation of an Italian platform capable of serving Italy, NATO and allied markets.
Management Commentary
Alessandro Zamboni, Executive Chairman and Co-CEO of NUBURU, commented:
"The NUBURU Defense Italian plan is a disruptive Italy-centered industrial and technology plan that we believe can deliver significant value for Italy, NATO and allied markets."
"Prof. Carlo Alberto Carnevale Maffè and Gen. Pietro Serino add strategic, institutional, defense and platform-economics depth to the Italian plan. Together with the expected Italian management team, they support our objective of building an industrial platform in Italy with disciplined governance, protected IP and a credible execution roadmap."
Dario Barisoni, Co-CEO of NUBURU and CEO of NUBURU Defense LLC, added:
"The central idea is that software makes the platform scalable. Vehicles, EW/CEMA systems, optical modules, sensors and sustainment assets create stronger value when they are connected to a governed software layer that validates data, supports human authorization and creates auditable mission and readiness records. That is the logic that connects the acquisitions into one Defense & Security platform."
About Nuburu, Inc
NUBURU, Inc. (NYSE American: BURU) is the next-generation dual-use Defense and Security integrated platform company. NUBURU delivers advanced and deployable software-orchestrated, hardware-enabled protection for modern defense and security, critical-infrastructure and digital-resilience markets. NUBURU operates as an integrated platform of modular capabilities, each delivering standalone operational and financial value while collectively transforming into a comprehensive defense and security capability, which includes:
proprietary directed-energy and non-kinetic effects systems and products, including laser dazzlers for sensor denial, soft-kill laser non-kinetic neutralization, counter-drone and counter-FPV systems and future directed-energy capabilities;
electronic warfare, including cyber and electromagnetic attack and protection activities (CEMA), jamming and spectrum-dominance operations, and defense mobility programs;
operational-resilience AI-assisted orchestrated and analytics software for unified command and control and software-as-a-service solutions; and
advanced manufacturing and deployable in-field mobile production and support.
NUBURU is focused on the commercial rollout of its leading products and systems and on creating significant value for its shareholders and key stakeholders. NUBURU aims to achieve this by continuing to further strengthen its business and converting its growing opportunity pipeline into contractual orders, with sustained revenue growth and scaling throughout 2026 and over the longer term.
For more information, please visit our website www.nuburu.net and follow us on X https://x.com/nuburulasers.
About Nuburu Defense LLC
A subsidiary of NUBURU, Nuburu Defense delivers advanced deployable solutions, systems and products for defense and security, critical-infrastructure and digital-resilience markets, supporting NUBURU's Defense & Security platform strategy.
For more information on our acquisitions, investments and joint ventures:
Orbit: www.orbitopenplatform.com - NUBURU currently holds an approximate 22.7% ownership interest in Orbit and has an agreement/path toward 100% ownership, subject to contractual conditions, corporate approvals and applicable authorizations. Orbit provides operational-resilience software, risk intelligence, data integration, workflow orchestration, auditability and decision support. Within the NUBURU Defense & Security platform, Orbit is expected to serve as the command, validation, evidence and API integration layer that connects sensors, vehicles, EW/CEMA systems, optical modules, sustainment workflows and authorized third-party systems, while complementing rather than replacing tactical C2 and classified systems.
Tekne S.p.A.: TEKNE S.p.A. | SPECIAL VEHICLES & ELECTRONICS - Tekne serves a well-established public-sector, defense and security customer base and is expected, upon completion of the proposed transaction, to serve as a cornerstone Italian industrial and electronic-warfare platform within NUBURU's Defense & Security strategy.
SunCubes S.r.l.: SunCubes is an Italian deep-tech company linked to the Politecnico di Milano ecosystem and focused on laser power beaming and optical communications. NUBURU Defense's preliminary minority investment pathway remains subject to due diligence, Golden Power and other applicable approvals.
Maddox Defense Incorporated Joint Venture: NUBURU, through Nuburu Defense, previously announced a contractual joint venture with Maddox Defense Incorporated. Maddox is a U.S.-based defense manufacturing company focused on advanced production capabilities supporting unmanned systems, mission-critical components and defense modernization initiatives. The current Maddox JV and any future U.S. NUBURU Defense & Security platform offering are outside the NUBURU Defense Italian plan revenue metric described in this release.
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 represents the core industrial platform for NUBURU's reactivated and expanded blue-laser business while simultaneously positioning the technology for dual-use industrial and defense applications.
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.
Forward-looking statements in this press release include, without limitation, statements regarding the proposed Tekne transaction; the filed Golden Power notification and the expected timing, process and outcome of the Italian Government review; potential information requests, clarifications, suspensions, prescriptions, conditions, commitments or other actions by the competent authorities; anticipated ownership, control, potential consolidation and accounting treatment of Tekne; the NUBURU Defense Italian plan; the role, capabilities, integration pathway and potential commercial value of Orbit; the NUBURU Defense Italian plan revenue metric, including the approximately US$336.3 million cumulative 2026-2029 gross projected revenue figure, annual projected amounts and the exclusion of revenue outside the Italian plan perimeter, including any U.S. go-to-market initiatives, the current Maddox JV and any future U.S. NUBURU Defense & Security platform offering; expected transaction economics, capital deployment, earn-out terms and timing; Tekne's business plan, projected value of production, revenue and related accounting-basis assumptions; NUBURU's estimated economic exposure to projected amounts; EBITDA, backlog, new orders, customer demand, production ramp, working-capital needs, financing assumptions and growth drivers; the anticipated industrial plan, integration, platform strategy, synergies, software orchestration, mission packages and customer adoption; expectations regarding Orbit, Lyocon, SunCubes, Maddox, MAMC, Bolla Tattica, CEMA/EW, counter-UAS, power beaming, underwater communications and related technologies; the anticipated Italian management structure and advisory roles; potential additional working-capital support, including the additional EUR1.0 million described herein; employment, CapEx, IP, industrial footprint and national-interest expectations; and NUBURU's ability to strengthen its business, meet listing requirements, raise capital, execute acquisitions and joint ventures, obtain approvals and convert its opportunity pipeline into contractual orders.
These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, among other things, failure to obtain Golden Power authorization or other required approvals, the imposition of conditions or prescriptions, failure to complete the Tekne transaction or other acquisitions and investments, changes in accounting treatment or consolidation determinations, failure to achieve projected revenue, EBITDA, cash flow or employment targets, customer procurement delays or cancellations, failure to obtain expected orders, production delays, working-capital constraints, supply-chain disruptions, integration challenges, inability to recruit or retain key personnel, export-control, import-control, security, cybersecurity, safety or regulatory restrictions, intellectual-property risks, changes in defense budgets or priorities, capital-market conditions, exchange-rate fluctuations, potential dilution, liquidity constraints, NYSE American compliance risks, and other risks described in NUBURU's filings with the Securities and Exchange Commission. NUBURU undertakes no obligation to update any forward-looking statements except as required by law.
Contacts
NUBURU Investor Relations: ir@nuburu.net
Media Contact: press@nuburu.net
Website: www.nuburu.net
Plan submitted in the Golden Power process and reflected in materials provided to NYSE American outlines approximately US$336.3 million of 2026–2029 projected gross revenue for the NUBURU Defense Italian plan, excludes U.S. go-to-market initiatives and supports a software-driven Defense & Security platform vision
DENVER--(BUSINESS WIRE)--NUBURU, Inc. (NYSE American: BURU), the next-generation dual-use Defense & Security integrated platform company focused on non-kinetic effects and directed-energy technologies, electronic warfare and defense mobility programs, software-orchestrated defense systems, and advanced manufacturing, today presented the NUBURU Defense Italian plan following the recent Golden Power notification submitted in connection with NUBURU's planned acquisition of a controlling 70% ownership stake in Tekne S.p.A. ("Tekne"
. The plan is expected to be supported by senior strategic advisers Prof. Carlo Alberto Carnevale Maffè and Gen. Pietro Serino. NYSE: BURU NUBURU Defense Italian plan estimates US$336.3 million of 2026–2029 projected gross revenue
Share
The NUBURU Defense Italian plan reflects the industrial, technology and governance framework included in the Golden Power notification package and in materials provided to NYSE American. NUBURU believes the plan provides the market with a clearer view of the scale and credibility of the Company's Italy-centered Defense & Security strategy, including projected plan revenue, the expected quality of the Italian operating team, the role of senior advisers, the protection of Italian IP and the platform rationale behind recent and pending acquisitions.
NUBURU's platform vision is software-driven. The Italian plan is intended to combine industrial assets, photonics, electronic warfare, special vehicles and operational-resilience software into a common architecture in which fielded systems can become governed mission nodes, produce validated data, support human authorization, generate audit-ready records and integrate with authorized customer workflows.
Based on Company plan materials prepared in support of NUBURU's NYSE American compliance updates, NUBURU calculates that the NUBURU Defense Italian plan revenue metric represents approximately US$336.3 million of cumulative 2026-2029 projected gross revenue. The yearly figures for the NUBURU Defense Italian plan are approximately US$13.1 million in 2026, US$74.4 million in 2027, US$105.7 million in 2028 and US$143.1 million in 2029.
For clarity, the NUBURU Defense Italian plan revenue metric excludes any U.S. go-to-market initiative. This includes the current Maddox Defense joint venture, any potential U.S. commercialization of Tekne's current solutions, and the broader future NUBURU Defense & Security platform offering in the United States. Any such U.S. opportunities, if pursued, would be separate from the Italian plan metric and would be subject to applicable Italian, U.S. and other export-control, import-control, intellectual-property, end-use, security and regulatory requirements and approvals.
This calculation is intended to isolate the Italian defense platform plan within the Company plan materials. It does not represent a separate audited reporting segment, a forecast of consolidated revenues, or an ownership-adjusted amount. The metric is presented before ownership, consolidation, customer-conversion, transaction-completion, Golden Power authorization, U.S. GAAP reconciliation and other accounting or operational adjustments, and actual results may differ materially from the projections. References to materials provided to NYSE American are included solely to identify the Company plan materials used for this calculation and do not imply review, approval or endorsement of the projections by NYSE American.
Defense & Security Platform Rationale and Software-Driven Vision
This platform rationale is central to the acquisition strategy. Tekne gives NUBURU a fieldable Italian industrial base and EW/CEMA capability. Lyocon S.r.l. (“Lyocon”) gives NUBURU photonics and blue-laser engineering capacity. Orbit S.r.l. (“Orbit”) gives the software, workflow and evidence layer that can make dual-use applications scalable and auditable. SunCubes S.r.l. (“Suncubes”), if approved and completed, could add longer-term optical communications and power pathways. Together, these layers are intended to create an Italian platform capable of serving defense, security and critical-infrastructure customers where authorized.
NUBURU believes software is crucial to the dual-use strategy because software is the layer that can convert hardware and industrial capabilities into repeatable mission packages. The software layer is expected to ingest events, normalize and validate data, support decision workflows, preserve human authorization, generate audit-ready records, expose approved information to authorized systems through governed APIs and connect sustainment workflows back to customer readiness.
Orbit is expected to be the connective software layer that turns Tekne vehicles, EW/CEMA systems, Lyocon optical modules, sensor nodes, towers, sustainment assets and authorized third-party systems into coordinated, auditable mission nodes. NUBURU expects this software-first architecture to improve customer workflow integration, support evidence-based procurement and training, and create recurring software and systems-integration value around hardware deployments.
The intended operating loop is governance-led and non-operational: sense, validate, decide, authorize, act, report, sustain and learn. NUBURU does not intend this layer to replace classified tactical C2 or fire-control systems. Rather, the Company expects it to complement incumbent architectures as an integration, evidence, resilience and workflow-governance layer, subject to customer requirements, cybersecurity accreditation, export controls and applicable approvals.
Industrial and Technology Roadmap Included in the Italian Plan
The NUBURU Defense Italian plan's roadmap is organized around six non-operational capability families, each subject to customer requirements, technical validation, export controls, laser-safety review, cybersecurity accreditation, Golden Power constraints where applicable and other regulatory approvals:
Counter-UAS and non-kinetic optical defense: operator-governed, below-threshold optical and directed-energy concepts that may complement conventional kinetic defense layers.
EW/CEMA and tactical communications: Tekne electronic-warfare and CEMA capabilities, including evolution of Bolla Tattica concepts toward software-connected, resilient mission packages.
Special vehicles and mobile mission nodes: Tekne special-vehicle and defense-mobility capabilities as fieldable hardware vectors for C-UAS, EW/CEMA, command, sensor and sustainment packages.
Software orchestration: workflow, validation, authorization, audit, reporting, API and resilience capabilities designed to connect distributed mission nodes and customer systems.
Deployable manufacturing and sustainment: field support, spare-parts workflows, mission-package adaptation and sustainment concepts, with U.S. MAMC/Maddox activities treated as a separate U.S. initiative outside the Italian plan revenue metric.
Optical communications, power and underwater / space resilience: Italian R&D pathways involving Lyocon and, where approved, SunCubes, for optical communications, power-beaming concepts, underwater monitoring and infrastructure or space-resilience applications.
The plan presented in the Golden Power context is designed to preserve and expand Tekne's Italian industrial footprint across Poggiofiorito, Ortona and Guastalla; support Tekne's restructuring and expansion; protect strategic defense technologies, intellectual property and sensitive information; and strengthen governance, security and compliance safeguards. The plan also contemplates approximately EUR15.5 million of CapEx over the 2026-2030 period, primarily linked to the Ortona industrial and technology footprint, approximately +372 net direct FTE in Italy by 2030 and an estimated 500-650 additional induced jobs in Abruzzo, subject to the plan's assumptions and execution.
Strategic Advisory Team and Execution Governance
NUBURU believes the credibility of the Italian plan is supported by the combination of projected scale, Italian industrial footprint, software-driven platform logic and senior advisory depth.
Gen. Pietro Serino, former Chief of Staff of the Italian Army and former Chief of Cabinet of the Italian Minister of Defense, is expected to support the Italian project in a strategic advisory capacity, with focus on defense doctrine, NATO alignment, institutions and transatlantic positioning.
Prof. Carlo Alberto Carnevale Maffè, Associate Professor of Practice at SDA Bocconi and Strategy Advisor to the NUBURU Group, is expected to support the Italian project with focus on platform economics, competitive intelligence, industrial governance and the value narrative for Italian intellectual property.
NUBURU expects the Italian management structure to be designed around execution quality, institutional discipline and public-company reporting standards. The expected management team is intended to include experienced executives and specialists across finance, operations, program management, quality, reporting, security, compliance, export control, technology integration and industrial execution. Specific appointments and governance roles will be determined by the competent corporate bodies after closing and in line with any Golden Power prescriptions or commitments.
NUBURU believes this combination of senior advisory credibility and management depth is central to the plan: it is intended to support Italian industrial continuity, protect sensitive information and Italian IP, and give defense and institutional customers confidence that the platform can be executed with appropriate governance, security and operational discipline.
Tekne Transaction and Working-Capital Update
NUBURU also announced that, under the SPA, NUBURU Defense has provided an additional EUR1.0 million to Tekne to support working capital, production continuity and certain orders linked to the existing Contratto di Rete / network-contract cooperation framework. This additional EUR1.0 million is in addition to the EUR1.0 million advance provided at the signing of the SPA and is intended to help Tekne address working-capital needs and prepare for closing following Golden Power authorization, if obtained, subject to the applicable mechanics and limitations of the SPA and the Golden Power process.
As previously announced, the signed SPA establishes a binding path for NUBURU to acquire majority ownership and control of Tekne based on a fixed EUR52 million pre-money valuation of Tekne and a transaction structure comprising:
Capital increase and shareholder financing conversion: conversion of approximately EUR17.692 million of shareholder financing into equity, including the existing EUR16.692 million financing and the EUR1.0 million advance contemplated by the SPA, plus a cash contribution of up to EUR12.0 million as part of a EUR29.692 million capital increase, subject to the SPA mechanics and any additional interim funding adjustments.
Share purchase: a EUR5.2 million purchase of additional shares from Tekne's historical shareholders, subject to the completion of the capital increase and other closing steps.
Earn-out: a revenue-based earn-out payable to Tekne's historical shareholders equal to 5% of Tekne annual revenues, as determined under U.S. GAAP, generated from fiscal years 2027 through 2036, capped at EUR29.692 million.
Ownership target: upon completion of the transaction, NUBURU is expected to hold 70% of Tekne, potentially through an Italian acquisition vehicle, enabling majority ownership and potential consolidation within NUBURU's Defense & Security platform.
NUBURU believes these transaction, working-capital, industrial and national-interest commitments are mutually reinforcing: Italian production continuity, no planned delocalization, preservation of strategic know-how, Italian IP stewardship, dedicated Golden Power and security oversight, and the creation of an Italian platform capable of serving Italy, NATO and allied markets.
Management Commentary
Alessandro Zamboni, Executive Chairman and Co-CEO of NUBURU, commented:
"The NUBURU Defense Italian plan is a disruptive Italy-centered industrial and technology plan that we believe can deliver significant value for Italy, NATO and allied markets."
"Prof. Carlo Alberto Carnevale Maffè and Gen. Pietro Serino add strategic, institutional, defense and platform-economics depth to the Italian plan. Together with the expected Italian management team, they support our objective of building an industrial platform in Italy with disciplined governance, protected IP and a credible execution roadmap."
Dario Barisoni, Co-CEO of NUBURU and CEO of NUBURU Defense LLC, added:
"The central idea is that software makes the platform scalable. Vehicles, EW/CEMA systems, optical modules, sensors and sustainment assets create stronger value when they are connected to a governed software layer that validates data, supports human authorization and creates auditable mission and readiness records. That is the logic that connects the acquisitions into one Defense & Security platform."
About Nuburu, Inc
NUBURU, Inc. (NYSE American: BURU) is the next-generation dual-use Defense and Security integrated platform company. NUBURU delivers advanced and deployable software-orchestrated, hardware-enabled protection for modern defense and security, critical-infrastructure and digital-resilience markets. NUBURU operates as an integrated platform of modular capabilities, each delivering standalone operational and financial value while collectively transforming into a comprehensive defense and security capability, which includes:
proprietary directed-energy and non-kinetic effects systems and products, including laser dazzlers for sensor denial, soft-kill laser non-kinetic neutralization, counter-drone and counter-FPV systems and future directed-energy capabilities;
electronic warfare, including cyber and electromagnetic attack and protection activities (CEMA), jamming and spectrum-dominance operations, and defense mobility programs;
operational-resilience AI-assisted orchestrated and analytics software for unified command and control and software-as-a-service solutions; and
advanced manufacturing and deployable in-field mobile production and support.
NUBURU is focused on the commercial rollout of its leading products and systems and on creating significant value for its shareholders and key stakeholders. NUBURU aims to achieve this by continuing to further strengthen its business and converting its growing opportunity pipeline into contractual orders, with sustained revenue growth and scaling throughout 2026 and over the longer term.
For more information, please visit our website www.nuburu.net and follow us on X https://x.com/nuburulasers.
About Nuburu Defense LLC
A subsidiary of NUBURU, Nuburu Defense delivers advanced deployable solutions, systems and products for defense and security, critical-infrastructure and digital-resilience markets, supporting NUBURU's Defense & Security platform strategy.
For more information on our acquisitions, investments and joint ventures:
Orbit: www.orbitopenplatform.com - NUBURU currently holds an approximate 22.7% ownership interest in Orbit and has an agreement/path toward 100% ownership, subject to contractual conditions, corporate approvals and applicable authorizations. Orbit provides operational-resilience software, risk intelligence, data integration, workflow orchestration, auditability and decision support. Within the NUBURU Defense & Security platform, Orbit is expected to serve as the command, validation, evidence and API integration layer that connects sensors, vehicles, EW/CEMA systems, optical modules, sustainment workflows and authorized third-party systems, while complementing rather than replacing tactical C2 and classified systems.
Tekne S.p.A.: TEKNE S.p.A. | SPECIAL VEHICLES & ELECTRONICS - Tekne serves a well-established public-sector, defense and security customer base and is expected, upon completion of the proposed transaction, to serve as a cornerstone Italian industrial and electronic-warfare platform within NUBURU's Defense & Security strategy.
SunCubes S.r.l.: SunCubes is an Italian deep-tech company linked to the Politecnico di Milano ecosystem and focused on laser power beaming and optical communications. NUBURU Defense's preliminary minority investment pathway remains subject to due diligence, Golden Power and other applicable approvals.
Maddox Defense Incorporated Joint Venture: NUBURU, through Nuburu Defense, previously announced a contractual joint venture with Maddox Defense Incorporated. Maddox is a U.S.-based defense manufacturing company focused on advanced production capabilities supporting unmanned systems, mission-critical components and defense modernization initiatives. The current Maddox JV and any future U.S. NUBURU Defense & Security platform offering are outside the NUBURU Defense Italian plan revenue metric described in this release.
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 represents the core industrial platform for NUBURU's reactivated and expanded blue-laser business while simultaneously positioning the technology for dual-use industrial and defense applications. 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.
Forward-looking statements in this press release include, without limitation, statements regarding the proposed Tekne transaction; the filed Golden Power notification and the expected timing, process and outcome of the Italian Government review; potential information requests, clarifications, suspensions, prescriptions, conditions, commitments or other actions by the competent authorities; anticipated ownership, control, potential consolidation and accounting treatment of Tekne; the NUBURU Defense Italian plan; the role, capabilities, integration pathway and potential commercial value of Orbit; the NUBURU Defense Italian plan revenue metric, including the approximately US$336.3 million cumulative 2026-2029 gross projected revenue figure, annual projected amounts and the exclusion of revenue outside the Italian plan perimeter, including any U.S. go-to-market initiatives, the current Maddox JV and any future U.S. NUBURU Defense & Security platform offering; expected transaction economics, capital deployment, earn-out terms and timing; Tekne's business plan, projected value of production, revenue and related accounting-basis assumptions; NUBURU's estimated economic exposure to projected amounts; EBITDA, backlog, new orders, customer demand, production ramp, working-capital needs, financing assumptions and growth drivers; the anticipated industrial plan, integration, platform strategy, synergies, software orchestration, mission packages and customer adoption; expectations regarding Orbit, Lyocon, SunCubes, Maddox, MAMC, Bolla Tattica, CEMA/EW, counter-UAS, power beaming, underwater communications and related technologies; the anticipated Italian management structure and advisory roles; potential additional working-capital support, including the additional EUR1.0 million described herein; employment, CapEx, IP, industrial footprint and national-interest expectations; and NUBURU's ability to strengthen its business, meet listing requirements, raise capital, execute acquisitions and joint ventures, obtain approvals and convert its opportunity pipeline into contractual orders.
These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, among other things, failure to obtain Golden Power authorization or other required approvals, the imposition of conditions or prescriptions, failure to complete the Tekne transaction or other acquisitions and investments, changes in accounting treatment or consolidation determinations, failure to achieve projected revenue, EBITDA, cash flow or employment targets, customer procurement delays or cancellations, failure to obtain expected orders, production delays, working-capital constraints, supply-chain disruptions, integration challenges, inability to recruit or retain key personnel, export-control, import-control, security, cybersecurity, safety or regulatory restrictions, intellectual-property risks, changes in defense budgets or priorities, capital-market conditions, exchange-rate fluctuations, potential dilution, liquidity constraints, NYSE American compliance risks, and other risks described in NUBURU's filings with the Securities and Exchange Commission. NUBURU undertakes no obligation to update any forward-looking statements except as required by law.
Contacts
NUBURU Investor Relations: ir@nuburu.net
Media Contact: press@nuburu.net
Website: www.nuburu.net
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1️⃣I do not provide personal investment advice and I am not a qualified licensed investment advisor. I am an amateur investor.
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