Golden Power Filing Initiates Review of NUBURU’s Planned Majority Acquisition of Tekne, Supporting Approximately US$459 Million of Pro Rata Exposure to Tekne’s Projected 2026-2030 Revenue Within NUBURU’s Expanding Defense & Security Platform

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 announced that NUBURU and NUBURU Defense LLC have submitted the Golden Power notification to the Italian Government in connection with NUBURU's planned acquisition of a controlling 70% ownership stake in Tekne S.p.A. ("Tekne").

The filing represents a major execution milestone for NUBURU’s transformation into a next-generation Defense & Security platform company, formally advancing the proposed majority acquisition of Tekne and initiating the Italian Government review process required to complete one of the Company’s most significant strategic transactions to date.

Under the ordinary Golden Power review timetable, the Italian Government generally has a 45-day review period from receipt of a completed notification. The review period and outcome remain subject to the applicable statutory process, including potential information requests, requests for clarifications, suspensions, prescriptions, conditions, commitments or other actions by the competent authorities. Completion of the Tekne transaction remains subject to Golden Power authorization and the other closing steps contemplated by the SPA.

The Golden Power notification filing package includes the definitive SPA, supporting transaction materials and Tekne's 2026-2030 industrial and business plan. NUBURU believes the filing package demonstrates the strategic importance of the transaction for Italian industrial continuity, defense readiness, employment growth, technological development and NATO-aligned security capabilities.

Golden Power Filing Formally Launches Review by the Italian Government of the Planned Acquisition by NUBURU of a Controlling 70% Ownership Stake in Tekne

The notification covers the proposed acquisition by NUBURU Defense LLC, potentially through a newly incorporated Italian acquisition vehicle controlled directly or indirectly by NUBURU, of a 70% ownership stake in Tekne.

As previously announced, the SPA establishes a structured path for NUBURU to acquire majority ownership and control of Tekne through a capital increase, conversion of existing shareholder financing and the purchase of additional shares from Tekne's historical shareholders, subject to completion of the Golden Power process and other transaction steps contemplated by the SPA.

NUBURU and Tekne have conducted extensive and constructive pre-filing discussions with representatives of the Italian Government, with the objective of anticipating national-interest considerations, aligning the industrial plan with Italy's strategic priorities and reducing regulatory execution risk, while the authorization remains subject to Italian Government review.

Business Plan Deposited with Notification Filing Highlights Scale, Turnaround and Italian Growth

The business plan deposited with the Golden Power notification filing projects Tekne cumulative 2026-2030 revenue/value of production of approximately EUR564.7 million, or approximately US$655 million at an indicative EUR/USD rate of 1.16. At NUBURU's expected 70% ownership, this would represent approximately US$459 million on a pro rata economic ownership basis, subject to Golden Power authorization, transaction completion and Tekne's achievement of the plan.

The plan projects a ramp in Tekne revenue/value of production from approximately EUR49.6 million in 2026 to approximately EUR198.8 million in 2030, driven by existing customer backlog, new order intake, defense electronics, international defense expansion and the expected support of the NUBURU platform.

The deposited business plan also outlines significant employment and technical-capability expansion in Italy to support the targeted ramp in Tekne revenue/value of production, with Tekne’s average workforce projected to increase to approximately 536 full-time employees (FTE) by 2030, supported by production expansion in Abruzzo and Emilia-Romagna and the development of the Centro Tecnologico di Ortona (CTO).

The business plan has been prepared based on Tekne management information and applicable Italian domestic accounting principles. The projected figures may be subject to review or adjustment if presented, reconciled or reported under US GAAP or other accounting standards, and actual results may differ materially from the projections.

Filing Package Designed to Address Italy’s National-Interest Priorities

The notification and the deposited business plan filing clearly demonstrate NUBURU's commitment to preserving Tekne as an Italian strategic industrial asset, avoiding delocalization and strengthening the Company's role as a defense and security platform serving NATO, U.S. and allied markets.

The filing package highlights a comprehensive industrial and strategic development plan focused on:

• Preserving and expanding Tekne's Italian industrial footprint across Poggiofiorito, Ortona and Guastalla;
• Supporting Tekne's exit from financial distress and ensuring its operational and financial continuity, execution of existing customer programs and sustainable growth over the long term;
• Protecting strategic defense technologies, intellectual property and sensitive information;
• Strengthening governance, security and compliance safeguards, including the potential use of an Italian acquisition vehicle and dedicated security oversight;
• Supporting employment growth and technical capability development in Italy;
• Strengthening Tekne's role within NATO and allied defense ecosystems; and
• Expanding integrated capabilities across mobility, electronic warfare, CEMA, counter-drone systems, non-kinetic defense technologies and deployable advanced manufacturing.

Tekne Expected to Become Cornerstone Asset Within NUBURU Defense & Security Platform

Upon completion of the transaction, NUBURU expects Tekne to serve as a cornerstone industrial and electronic warfare platform within the Company's dual-use integrated Defense & Security strategy across NATO-aligned markets. The combined platform is designed to integrate:

• Electronic Warfare and CEMA capabilities;
• Counter-UAS and counter-drone technologies;
• Tactical mobility and specialized military vehicle systems;
• Directed-energy and non-kinetic defense technologies; and
• AI-driven operational resilience, software orchestration and deployable advanced manufacturing capabilities.

Transaction Recap

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:

• 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;
• A cash contribution of up to EUR12.0 million as part of a EUR29.692 million capital increase designed to support industrial expansion, operating continuity and long-term platform growth;
• A EUR5.2 million purchase of additional shares from Tekne's historical shareholders; and
• A revenue-based earn-out payable to Tekne's historical shareholders equal to 5% of Tekne annual revenues, as determined under US GAAP, generated from fiscal years 2027 through 2036, capped at EUR29.692 million.

Taken together, the SPA provides for aggregate potential transaction consideration and investment commitments of up to approximately EUR64.6 million. Additional details of the SPA, including the full terms and conditions of the earn-out, closing mechanics and other transaction terms, are expected to be described in NUBURU's Current Report on Form 8-K to be filed with the SEC.

Upon completion of the transaction, NUBURU is expected to hold 70% of Tekne, enabling majority ownership and potential consolidation of Tekne within NUBURU's expanding Defense & Security platform.

Management Commentary

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

"The filing of the Golden Power notification is a critical milestone in our path to majority ownership control of Tekne. We have moved from signing the definitive SPA to formally initiating the Italian Government review process, supported by a detailed industrial and strategic plan that is designed to preserve and expand Tekne's Italian footprint, protect strategic technologies and accelerate the expansion of NUBURU’s next-generation Defense & Security platform."

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

"The business plan submitted as part of the filing of the Golden Power notification highlights the scale of the opportunity we see in Tekne. The plan projects approximately US$655 million of cumulative 2026-2030 revenue/value of production, representing approximately US$459 million on a 70% pro rata economic ownership basis, while supporting employment growth, technical capability development and the expansion of strategic defense capabilities in Italy."

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 (laser dazzlers for sensor denial, soft-kill laser non-kinetic neutralization, counter-drone (aerial, land, sea, underwater) and counter-FPV systems, and future hard-kill directed-energy capabilities);
• electronic warfare (including cyber and electromagnetic attack and protection activities (CEMA), jamming, 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 and Joint Ventures:

• Orbit: www.orbitopenplatform.com – As a result of an approximate 22% ownership interest in Orbit in January 2026, NUBURU now holds a controlling position in Orbit and its board of directors, with 100% ownership of Orbit expected no later than 31 December 2026.
  
  Orbit provides a software platform focused on operational resilience, risk intelligence, data integration, and decision support, enabling the coordination, monitoring, and governance of complex systems and assets. Orbit ensures operational continuity and command across dual use enterprise, defense, government and critical-infrastructure environments. Within the NUBURU Defense and Security Platform, Orbit serves as the central intelligence and command layer supporting sensor fusion, situational awareness, workflow orchestration, and auditability across both kinetic and non-kinetic components – bridging digital systems with physical operations.
  
  Tekne S.p.A.:TEKNE S.p.A. | SPECIAL VEHICLES & ELECTRONICS - Tekne proudly serves a well-established global client base, including key national organizations such as government ministries, departments and agencies and other public sector entities, underlining Tekne’s vital role and top-level credibility and standing within the international defense sector. Since receiving NATO accreditation in 2017, Tekne has been a supplier to NATO member countries.
  
  
• Maddox Defense Incorporated Joint Venture – NUBURU, through Nuburu Defense, executed a JV agreement with Maddox Defense Incorporated in March 2026. Maddox is a U.S.-based defense manufacturing company focused on advanced production capabilities supporting unmanned systems, mission-critical components, and defense modernization initiatives, serving U.S. defense and allied markets.
  
  The JV, with majority ownership and strategic oversight by Nuburu Defense, is intended to develop and commercialize a modular, containerized, mobile additive manufacturing system (MAMC) designed to produce drone components, mission-critical structural parts, pods, and related defense systems.

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. Home Page - Lyocon.

Lyocon operates as a fully consolidated operating subsidiary within the NUBURU group and 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. Lyocon has expanded and enhanced NUBURU’s in-house engineering, assembly, testing, and demonstration capabilities for laser-based and directed-energy systems applicable to both defense and civilian security use cases.

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; expected transaction economics, capital deployment, earn-out terms and timing; Tekne's business plan, projected 2026-2030 value of production, revenue and related accounting-basis assumptions, NUBURU's estimated 70% pro rata economic ownership exposure to such projected amounts, EBITDA, backlog, new orders, customer demand, production ramp, working-capital needs, financing assumptions and growth drivers; the anticipated industrial plan, integration, strategic benefits and expansion of NUBURU's Defense & Security platform; and the expected filing of a Current Report on Form 8-K describing additional SPA terms. These statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially, including but not limited to: (1) the ability to obtain Golden Power authorization on acceptable terms or at all; (2) the possibility that the Golden Power review may be delayed, suspended, conditioned, subject to prescriptions or not approved; (3) the ability to satisfy the other conditions to closing and complete the proposed Tekne transaction on expected terms or timing; (4) the ability to integrate Tekne, realize anticipated benefits and consolidate operations and financial results as expected; (5) the risk that Tekne's business plan, projected value of production, revenue, including accounting-basis assumptions and potential adjustments if presented or reconciled under US GAAP, projected EBITDA, customer demand, backlog, new order intake, working-capital assumptions, financing assumptions and growth drivers may not be realized or may differ materially from actual results; (6) the risk that assumptions regarding consolidation, accounting treatment and NUBURU's pro rata ownership exposure may differ from final accounting treatment or actual results; (7) the ability to maintain operational continuity, supplier support, customer contracts and financing arrangements at Tekne; (8) the ability to meet applicable securities exchange listing standards; (9) the impact of the loss of the Company's patent portfolio through foreclosure; (10) failure to achieve expectations regarding business development and acquisition strategies; (11) inability to access sufficient capital; (12) changes in applicable laws or regulations; (13) adverse economic, business, competitive, geopolitical or financial market conditions; and (14) 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 by 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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Contacts:

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

Source: NUBURU, Inc.