NUBURU Chairman to Shareholders: Tekne Closing Delivers Operating Defense Platform. October 15 Form S-3 Raises No New Capital
DENVER--( BUSINESS WIRE)--NUBURU, Inc. (NYSE American: BURU), the next-generation dual-use Defense & Security integrated platform company, today issued the following letter from Alessandro Zamboni, Executive Chairman and Co-Chief Executive Officer:
Dear Fellow Shareholders,
On October 15, NUBURU closed the acquisition of a 70% controlling interest in Tekne S.p.A. (“Tekne”), materially expanding our operating industrial platform. On the same day, we filed a Form S-3 for the resale of shares related to our previously disclosed July offering. Following those announcements, I want to clarify the filing’s purpose, explain the industrial value Tekne brings and set out our priorities for financing and execution.
The October 15 Form S-3 and existing conversion rights
The October 15 Form S-3 is not a new capital raise. It was filed to register the resale of up to 20 million common shares issued or issuable upon conversion of the Series B preferred stock sold in our July public offering. Proceeds from that offering funded repayment of approximately $16.75 million of principal obligations under the December 2025 debenture and Lyocon acquisition notes. The filing itself issues no shares and raises no capital. It was made to satisfy previously disclosed registration obligations; it does not create new conversion rights.
The industrial scale Tekne brings to NUBURU
NUBURU today is a different company than it was ninety days ago. With Tekne, we own an established industrial business: approximately 185 personnel, three Italian facilities in Ortona, Poggiofiorito and Guastalla, a manufacturing history dating to 1990, and active customers across defense, civil protection, public safety and industrial markets. Tekne’s electronic-warfare and special-vehicle engineering now sits alongside Lyocon’s laser and photonics expertise and Orbit’s operational-resilience software. Together, these businesses provide revenue, production capacity and customer relationships from which to scale.
Tekne gives us the production and systems-integration base to move our technology toward customer deployment and to pursue opportunities across Italy, the United States, NATO and allied markets, subject to qualification and applicable approvals. Our mandate is direct: integrate Tekne into NUBURU’s group processes, strengthen financial and operational controls, align procurement, production and commercial execution, and make successful configurations repeatable, with the aim of extending equipment sales through software, maintenance, upgrades and lifecycle support. New integrated mission packages remain subject to technical qualification and customer acceptance.
A $93.1 million program base — and more than $200 million behind it
Tekne’s September 14 production schedule carried approximately $93.1 million (€80.6 million) of remaining program value, as reported in our October 15 announcement. This preliminary, unaudited measure covers 100% of Tekne and includes items subject to options, frameworks or activation requirements; it is not closing-date signed backlog or a revenue forecast. Beyond that recorded portfolio, management estimates more than $200 million in potential program value from the reactivation of selected defense-vehicle and mobility programs, including previously withdrawn procurement procedures and terminated supply contracts. We believe completion of the acquisition strengthens the basis for pursuing these opportunities. This separate estimate is excluded from the $93.1 million portfolio. The opportunities are not current awards and remain subject to the relevant authorities’ decisions and definitive contractual arrangements. Our focus is conversion into deliveries, customer acceptance, recognized revenue and cash.
NYSE American equity compliance update
Our Form 10-Q/A reported June 30, 2026 stockholders’ equity of $10,130,320, above the $2 million and $4 million thresholds under Sections 1003(a)(i) and 1003(a)(ii), respectively. We believe our reported equity meets those numerical requirements. We have submitted our quarterly update and supporting financial information to NYSE American, requesting confirmation of compliance with those equity requirements and conclusion of the related plan monitoring. The Exchange’s confirmation remains pending, and the compliance-plan period runs through October 29, 2026. We will update shareholders promptly upon the Exchange’s determination.
Financing execution and growth
Scaling an industrial defense business requires working capital: materials, components, production labor and inventory often require payment before delivery, acceptance and collection. Growth also requires investment in capacity, people and product qualification. Our financing strategy is to fund execution around executable customer programs. We are working with local banking partners and debt providers to structure working-capital and growth funding around production milestones and cash collection. Potential sources include receivables and inventory financing (on and off-balance sheet), equipment leasing, customer advances, debt and equity, subject to eligibility, credit approval and agreed terms. Completing an acquisition and financing the growth of the business it creates are two different requirements, and we intend to approach both with discipline.
How platforms like ours are valued
Across the public defense-technology market, some companies trade at substantial revenue multiples despite reporting negative EBITDA or adjusted EBITDA. In our view, this reflects the importance investors attach to scalability, differentiated solutions, customer adoption and the ability to turn technology into repeatable revenue. Orders demonstrate demand; deliveries and customer acceptance provide evidence of product quality and execution. Tekne gives NUBURU an established industrial and customer record on which to build, and we believe these factors should inform the assessment of the enlarged group. Historical results from before the Tekne acquisition do not capture the enlarged operating perimeter.
Our investment case does not depend on Tekne reaching positive EBITDA in 2026. We acquired people, engineering expertise, technologies, licenses and an industrial and technology hub in Ortona — a strategic logistics location with access to a nearby airport and commercial port — to build an enduring Defense & Security platform serving Italy, NATO and the United States. The objective is sustained platform growth, disciplined financing and progress toward profitability and cash generation.
What we will show you
Our immediate priorities are to stabilize and scale execution at Tekne, align the group’s commercial and technology teams, and match production commitments to available funding. We will report progress in the terms that matter: confirmed awards and activations, deliveries and recognized revenue, margins, cash collection, financing, and share count — with a clear line drawn between firm orders, conditional program value and commercial opportunities.
Tekne gives NUBURU the industrial base, customers and capacity to compete more broadly and begin scaling from established businesses. We believe the enlarged platform should be assessed on its acquired capabilities, customer programs and capacity to grow. Our responsibility is to demonstrate that value through deliveries, revenue, margins and cash generation, with the objective of building durable value per share.
Thank you for your continued support.
Alessandro Zamboni
Executive Chairman and Co-Chief Executive Officer
NUBURU, Inc.
About NUBURU, Inc.
NUBURU, Inc. (NYSE American: BURU) is the next-generation dual-use Defense and Security integrated platform company. NUBURU is developing software-orchestrated, hardware-enabled capabilities for modern defense and security, critical-infrastructure and digital-resilience markets. The group combines operating businesses and technology-development initiatives across:
NUBURU is focused on commercial execution, integrating its capabilities and converting its opportunity pipeline into contractual orders, revenue and sustained business growth. Product-development and integrated mission programs remain subject to technical validation, customer requirements and applicable approvals.
For more information, please visit our website at www.nuburu.net and follow us on X at https://x.com/nuburulasers.
About Nuburu Defense LLC
A subsidiary of NUBURU, Nuburu Defense supports the group’s Defense & Security platform and holds a 70% controlling interest in Tekne. Nuburu Defense Italy S.r.l. supports the coordination and development of the Italian platform.
For more information on our acquisitions, investments and joint ventures:
About Nuburu Subsidiary, Inc.
A subsidiary of NUBURU, Nuburu Subsidiary, Inc. fully owns Lyocon S.r.l., an Italian laser-technology company specializing in the design, manufacturing and integration of laser systems. Lyocon supports NUBURU’s laser business and the development of dual-use industrial and defense applications.
Forward-Looking Statements
This letter contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These include expectations about acquisition benefits, reorganization, integration, synergies, program reactivation and conversion, product development, market expansion, recurring revenue, capital availability, bank financing, NYSE American’s compliance review and determination, business scaling, financial performance and shareholder value. They reflect current expectations and are not guarantees.
Forward-looking statements also include the preliminary management estimate of more than $200 million in potential program reactivation value and expectations regarding the enlarged platform’s market position and scalability. That estimate is not signed backlog, an award or a revenue forecast; the opportunities it describes are not current awards, and reactivation remains subject to the relevant authorities’ decisions and definitive contractual arrangements. It is excluded from the separately disclosed $93.1 million Tekne portfolio. The $93.1 million program measure is preliminary and unaudited, covers 100% of Tekne, includes items subject to options, frameworks or activation requirements, and is not closing-date signed backlog, recognized revenue or a forecast; deliveries, financing, customer acceptance and collection determine how much ultimately becomes revenue and cash. Its dollar translation uses €1 = $1.1551 as of September 14, 2026.
The October 15, 2026 Form S-3 was filed to register the resale of common shares issued or issuable upon conversion of Series B preferred stock under its existing terms, as amended and previously disclosed; conversions under those terms may result in dilution to existing stockholders. Financing sources described in this letter are subject to eligibility, credit approval and agreed terms. General market observations regarding other companies do not establish a valuation for NUBURU.
Actual results may differ materially because of integration and operational risks; losses, negative cash flow and liquidity needs; inability to obtain financing on acceptable terms; dilution; deferred purchase-price and earn-out obligations and potential acceleration; program changes, cancellations and procurement decisions; production, qualification, customer acceptance and collection delays; competition; regulatory, export-control, Golden Power and security requirements; listing-compliance risks; and other factors described in NUBURU’s SEC filings. Statements speak only as of their date; NUBURU undertakes no obligation to update them except as required by law.
This letter does not constitute an offer to sell or a solicitation of an offer to buy any securities.