NUBURU Obtains Majority Stake in Italy’s Tekne, Expanding European Manufacturing Base and Defense Portfolio

Next-generation defense technology firm NUBURU, Inc. (NYSE American: BURU) has closed its acquisition of a 70% controlling share in Italian defense contractor Tekne S.p.A. through its subsidiary NUBURU Defense LLC.

The deal was formally signed in Italy following regulatory clearance under the Italian Government’s Golden Power framework granted on August 5, 2026. The remaining 30% equity stake remains with Tekne’s founding shareholders.

By taking control of Tekne, NUBURU establishes a direct industrial manufacturing presence inside a NATO member nation, combining electronic warfare, specialized vehicle engineering, and mobile defense systems with its proprietary directed-energy photonics technology.

Restructured Financial Terms & Anti-Dilution Controls

The final terms significantly optimize the transaction’s capital structure, capping total contingent earn-out obligations at €20 million—a 32.6% reduction from the originally proposed €29.692 million maximum.

To protect equity holders, the parties eliminated all equity-based earn-out mechanisms, ensuring future earn-out liabilities are settled exclusively in cash.

• Upfront & Deferred Consideration: NUBURU acquired the additional 67.1% equity stake for a fixed price of €5.2 million, structured as €1.2 million at closing and €4 million deferred in four equal installments through March 2027.
• Earn-Out Structure: Fixed at 5% of Tekne’s annual U.S. GAAP revenues running from 2027 through 2036, with a mandatory minimum annual cash payout of €2 million until reaching the €20 million cumulative cap.
• Balance Sheet Recapitalization: NUBURU irrevocably waived approximately €29.7 million in historical shareholder debt and receivables, converting those funds into permanent equity to solidify Tekne’s balance sheet.
• Convertible Note Resolution: The holder of a $1.74 million convertible note issued during NUBURU’s initial 2.9% entry stake will convert the debt into 34,870 shares of NUBURU common stock at a fixed, split-adjusted rate equivalent to $49.90 per share.

Operational Infrastructure & $93M Active Order Pipeline

Operating since 1990, Tekne maintains a workforce of approximately 185 professionals across three manufacturing plants in Ortona, Poggiofiorito, and Guastalla, Italy.

As of September 14, 2026, Tekne’s management production schedule tracked approximately $93.1 million (€80.6 million) in remaining contract portfolio value across defense, public safety, and industrial programs. NUBURU is also pursuing the reactivation of several previously paused or terminated procurement opportunities, offering potential expansion beyond the baseline schedule.

“We set out to build a vertically integrated defense company, and today we own the stack: directed energy through Lyocon, electronic warfare and vehicles through Tekne, operational resilience software through Orbit, and the factories to build all of it in a NATO member state,” said Alessandro Zamboni, Executive Chairman and Co-Chief Executive Officer of NUBURU. “We agreed a fixed share purchase price of €5.2 million for the additional 67.1% interest in a 36-year-old business with a $93 million program portfolio, alongside the agreed recapitalization and cash earn-out. No NUBURU shares will be issued to pay the earn-out. That is the kind of capital allocation our shareholders should expect from us. Golden Power authorization from the Italian Government was a key milestone for this acquisition. Now we execute.”

End-to-End European Defense Integration

Integrating Tekne’s “Tactical Bubble” electronic warfare suite and specialized vehicle design gives NUBURU a complete, in-house hardware and software supply chain.

By pairing Tekne’s production lines with photonics capabilities from Lyocon and software orchestration from Orbit, the combined entity can produce fully integrated counter-drone systems, mobile command nodes, and secure infrastructure protection platforms inside the EU.

“Tekne’s Tactical Bubble electronic-warfare capability and its special-vehicle engineering are exactly the industrial layers our platform was designed around,” stated Dario Barisoni, Co-Chief Executive Officer of NUBURU and Chief Executive Officer of NUBURU Defense LLC. “We can now take a requirement from a NATO or allied customer and answer it with our own laser source, our own vehicle, our own mission software and our own production line. Owning the full stack, inside Europe, is what customers are asking for and what very few suppliers can offer.”

NATO Market Opportunity & New Leadership

The takeover positions NUBURU to capitalize on accelerating defense spending across NATO and European Union channels, such as the EU Council’s €115 million AGILE defense-innovation framework and NATO’s DiBaX26 military testing programs. Independent industry research values the global electronic warfare sector at $32.35 billion in 2026, alongside an expanding $4.1 billion counter-drone market.

Governance at Tekne will be overseen by a revised three-member Board of Directors, with two seats appointed by NUBURU Defense LLC. General Pietro Serino, former Chief of Staff of the Italian Army, has been selected as Chairman subject to formal corporate and ANAC clearances. A new CEO bringing 30+ years of defense experience in electronic warfare and cyber systems will be named following final regulatory approvals.

Provided for informational and editorial distribution only. Based on public corporate disclosures and does not constitute financial or investment advice.