NUBURU Signs Binding Letter Of Agreement To Acquire 70% Stake In Tekne; Restores 2025 Strategic Framework

Binding Agreement Follows Discussions with Italian Government, Enabling the Path to Golden Power Filing Expected in AprilNUBURU, Inc. (NYSE:BURU), a dual-use Defense & Security platform company focused on non-kinetic effects, directed-energy technologies, electronic warfare and software-orchestrated defense systems, today announced that it has signed a new binding letter of agreement ("Agreement") with the shareholders of Tekne S.p.A. ("Tekne") to acquire a controlling 70% ownership stake in the company, restoring the strategic acquisition framework originally announced in 2025.Tekne is a specialized defense engineering company with longstanding relationships supporting military mobility platforms, electronic warfare integration and mission-critical defense systems for government and security customers.The Agreement follows institutional interactions conducted with Italian Government representatives, enabling the parties to proceed with the transaction framework, subject to final authorization under Italy's Golden Power regulatory process governing strategic national-interest industries and expected to be initiated in April 2026.The renewed acquisition framework represents a critical milestone in NUBURU's transformation into an integrated Defense & Security platform, combining Tekne's advanced defense mobility platforms and electronic warfare integration capabilities with NUBURU's laser technologies and AI-enabled software.Management believes this milestone represents a strategic turning point in NUBURU's transformation into a scalable Defense & Security platform, anchored by Tekne's defense engineering capabilities and growing global demand for advanced defense technologies.Tekne is targeting approximately €50 million in revenue in 2026 and more than €100 million in 2027, and upon completion of the transaction NUBURU would hold a 70% ownership stake, enabling consolidation of Tekne's operations within NUBURU's Defense & Security platform.The Agreement restores NUBURU's original plan to acquire a controlling stake in Tekne and positions the Company to build a rapidly scaling global defense platform, reflecting growing demand for military mobility platforms, counter-drone systems and dual-use specialized vehicles across U.S., European, Middle Eastern and Asia-Pacific markets as defense agencies prioritize operational resilience.Strategic ContextIn 2025, NUBURU and the shareholders of Tekne entered into an agreement under which NUBURU would acquire a controlling 70% ownership stake in the Italian defense engineering company.During the subsequent Golden Power review process, the Italian Government exercised its authority to suspend the transaction given the strategic nature of the defense sector.Following that process, NUBURU and Tekne implemented a staged strategic cooperation framework, including:acquisition of a 2.9% equity participation in Tekne;provision of shareholder financing supporting Tekne's industrial development;execution of an industrial network contract supporting joint defense initiatives; anddevelopment of a long-term Italian industrial development plan.Over the past twelve months, NUBURU, Tekne and its shareholders have worked closely with specialized advisors and Italian Government representatives to structure a framework aligned with Italy's strategic defense priorities.Following these constructive discussions and the progress achieved in the industrial collaboration between the parties, Tekne's shareholders expressed their willingness to proceed with a renewed transaction framework and formally invited NUBURU to advance the process toward the acquisition of a controlling stake.The newly signed Agreement now re-establishes the path for NUBURU to acquire majority ownership of Tekne, subject to a new Golden Power authorization request expected to be filed in April 2026 following execution of long-form transaction agreements.Transaction StructureThe Agreement establishes a structured transaction through which NUBURU will progressively reach a 70% ownership stake in Tekne, based on a reference valuation of €52 million for Tekne.This structure replaces the original 2025 transaction framework, which contemplated the issuance of approximately $42 million of NUBURU shares to Tekne sellers as acquisition consideration together with a €10.5 million capital increase in Tekne.Under the newly agreed framework, no issuance of NUBURU shares to the Tekne sellers is contemplated, and capital deployed by NUBURU is expected to be primarily directed toward supporting Tekne's industrial development and the expansion of NUBURU's integrated Defense & Security platform.The ownership structure would be achieved through the following steps:Existing ownershipNUBURU currently holds 2.9% of Tekne's share capital.Conversion of shareholder financingNUBURU has already provided €13 million in shareholder financing to Tekne and, upon acceptance of the Agreement, will provide an additional €3.692 million, bringing the total shareholder financing to €16.692 million.Upon conversion at the agreed €52 million valuation, this financing would correspond to approximately 32.1% of Tekne's share capital.Capital increase following Golden Power authorizationUpon approval of the transaction under the Golden Power procedure, NUBURU will subscribe to a €13 million capital increase in Tekne, corresponding to approximately 25% of Tekne's share capital based on the same valuation.Purchase of additional shares from sellersNUBURU will also acquire an additional 10% stake from Tekne's sellers for €6 million (approximately $7 million).Upon completion of these steps, NUBURU would hold approximately 70% of Tekne's share capital.Strategic Importance for NUBURUThe acquisition of Tekne represents a cornerstone initiative in NUBURU's transformation into an integrated Defense & Security platform.Upon completion, the combination of NUBURU and Tekne is expected to support the development of a rapidly scaling €100+ million revenue-generating global defense technology platform integrating:defense mobility systems;electronic warfare technologies;counter-drone and counter-UAS solutions;directed-energy and non-kinetic technologies; andAI-driven operational & mission resilience software orchestration.Growing global demand for advanced defense systems — including counter-drone technologies, mobility platforms and electronic warfare capabilities — continues to accelerate as defense agencies modernize operational capabilities in response to evolving geopolitical security environments.