DENVER--(BUSINESS WIRE)---- $BURU #LYOCON--NUBURU, Inc. (NYSE American: BURU), a global pioneer in high-performance blue laser technology, today announced that it has secured operating control of Orbit S.r.l. ("Orbit†), a revenue-generating Software-as-a-Service ("SaaS†) company focused on operational resilience, risk intelligence, and mission-critical decision support. The transaction strengthens NUBURU's security offering capabilities and advances the Company's multi-vertical growth strategy through t ...

DENVER--(BUSINESS WIRE)---- $BURU #LYOCON--NUBURU, Inc. (NYSE American: BURU), a global pioneer in high-performance blue laser technology, today announced the completion of its acquisition of Lyocon S.r.l. ("Lyocon†), an Italian laser manufacturing and systems-integration company with established operations, customers, and recurring revenues. The transaction was completed through Nuburu Subsidiary Inc., a wholly owned subsidiary of NUBURU Inc. The acquisition marks the formal re-establishment of NUBURU's ...

Core Insights - NUBURU, Inc. is set to achieve multiple strategic execution milestones by January 2026, focusing on expanding its defense platform and financial strengthening initiatives [1] Strategic Partnerships - NUBURU Defense LLC and Tekne S.p.A. are targeting early January 2026 for executing key agreements, including a formal network contract and a 2.9% equity transfer to Nuburu Defense, along with a €13 million convertible shareholder loan [2] - An initial disbursement of €1 million has already been made under the convertible shareholder loan to support the commencement of contractual activities [3] Revenue Framework and International Expansion - NUBURU and Tekne plan to jointly pursue international defense projects, including electronic-warfare solutions and military vehicles, targeting customers in the U.S., UAE, and NATO-aligned countries [3] - Revenue from these projects will be shared on a joint-venture basis, independent of Nuburu Defense's initial equity interest in Tekne [4] Acquisition Strategy - NUBURU plans to increase its ownership interest in Orbit S.r.l. above 20% by January 2026, which will allow for governance changes and effective control of Orbit's operations [5] - The company aims to acquire 100% of Orbit's equity through additional investments, subject to stockholder approval by July 31, 2026 [6] - This staged acquisition approach will enable NUBURU to consolidate Orbit's revenues once control is obtained [7] Lyocon Acquisition - NUBURU Defense and Lyocon S.r.l. are planning to sign and close a transaction in January 2026, which is expected to enhance NUBURU's capabilities in advanced defense and industrial applications [8][9] Joint Ventures - NUBURU is pursuing a joint venture with Maddox Defense Incorporated, with signing targeted by the end of January 2026, focusing on dual-use UAV solutions and defense manufacturing-as-a-service models [10][11] Financial Strengthening - The company is executing a financial strengthening plan to support its transformation into a diversified defense and security technology platform [12] - Recent financing initiatives have improved liquidity and extended operational runway, enabling strategic investments and acquisitions [13] Business Model Evolution - NUBURU's evolving platform aims to integrate laser-based hardware with mission-critical software and autonomous systems, addressing significant markets in defense and security [14] Management Commentary - Management emphasizes that early 2026 will be a pivotal execution phase, with multiple strategic initiatives translating into operational reality [15]

Core Viewpoint - NUBURU, Inc. is set to achieve multiple strategic execution milestones by January 2026, focusing on expanding its defense platform, strengthening its financial position, and transforming into an integrated Defense & Security Hub [1] Strategic Partnerships and Agreements - NUBURU Defense LLC and Tekne S.p.A. are targeting early January 2026 for executing key agreements, including a formal network contract and a 2.9% equity transfer to Nuburu Defense, along with a €13 million convertible shareholder loan [2] - An initial disbursement of €1 million has already been made under the convertible shareholder loan to support the commencement of contractual activities [3] - NUBURU and Tekne plan to pursue strategic international defense projects, including electronic-warfare solutions and military vehicles, targeting customers in the U.S., UAE, and NATO-aligned countries [3][4] Ownership and Acquisition Plans - NUBURU plans to increase its ownership interest in Orbit S.r.l. above 20% by January 2026, which will allow for governance changes and effective control of Orbit's board [5] - The company aims to acquire 100% of Orbit's equity through additional investments, subject to stockholder approval by July 31, 2026 [6] - The acquisition strategy is designed to enable NUBURU to consolidate Orbit's revenues once control is obtained [7] Lyocon Transaction - NUBURU Defense and Lyocon S.r.l. shareholders are planning to sign and close a transaction in January 2026, which is expected to enhance NUBURU's capabilities in defense and industrial applications [8][9] Joint Ventures - NUBURU is pursuing a joint venture with Maddox Defense Incorporated, with signing targeted by the end of January 2026, focusing on dual-use UAV solutions and additive-manufacturing capabilities [10][11] Financial Strengthening Initiatives - The company is executing a financial strengthening plan to support its transformation into a diversified defense and security technology platform [12] - Recent financing initiatives have improved liquidity and extended operational runway, enabling strategic investments and acquisitions [13] Business Model Evolution - NUBURU's evolving platform aims to integrate laser-based hardware with software and autonomous systems, addressing significant markets in defense and security [14] Management Commentary - Management emphasizes that early 2026 will be a pivotal execution phase, with multiple strategic initiatives translating into operational reality [15]

Table of Contents As filed with the Securities and Exchange Commission on December 23, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Delaware 3690 85-1288435 (I.R.S. Employer Identification Number) 44 Cook Street, Suite 100 Denver, CO 80206 Telephone: (303) 780-7389 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Alessandr ...

Table of Contents As filed with the Securities and Exchange Commission on December 12, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 NUBURU, INC. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 3690 85-1288435 (I.R.S. Employer Identification Number) 44 Cook ...

Financial Performance - The company generated total revenue of nil for the three months ended September 30, 2025, and had net losses of $22,421,596, compared to net losses of $4,345,724 for the same period in 2024[330]. - For the nine months ended September 30, 2025, the company reported total revenue of nil and net losses of $51,257,996, compared to net losses of $22,689,705 in 2024[330]. - A loss of $22,421,596 was reported for the three months ended September 30, 2025, compared to a loss of $4,345,724 in the same period in 2024[401]. - Revenue decreased by $142,827 during the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to cost reduction measures including employee furloughs[414]. - For the nine months ended September 30, 2025, the company incurred a net loss of $51,257,996, compared to a net loss of $22,689,705 for the same period in 2024, resulting in an accumulated deficit of $172,666,551[441]. Expenses and Cost Management - The operating loss for the nine months ended September 30, 2025, included $10,398,050 of non-cash interest expense recognized on remeasurement of the preferred stock liability[331]. - The company has initiated cost-reduction measures, including employee furloughs, due to funding challenges[329]. - Research and development expenses decreased by $206,474 to $0, primarily due to a reduction in stock-based compensation and personnel costs related to employee furloughs[402]. - Selling and marketing expenses increased by $677,334 to $790,779, driven by higher professional and consulting expenses as part of the Transformation Plan[403]. - General and administrative expenses rose by $86,723 to $1,883,497, influenced by increased professional services and decreased rent expenses[404]. - Interest expense decreased by $1,041,202 to $35,405, mainly due to lower interest-bearing debt balances[405]. - A loss of $1,282,284 was recorded in the change in fair value of warrant liabilities during the nine months ended September 30, 2025, compared to a gain of $2,156,186 in the same period in 2024[422]. - A loss of $1,211,173 was recorded in the change in fair value of notes payable during the nine months ended September 30, 2025, primarily due to an increase in fair value upon conversion of certain notes[424]. - A loss of $2,584,724 was recorded related to the change in fair value of claims settlement liability during the nine months ended September 30, 2025, driven by a reduction in the probability of payment[426]. - A loss of $8,756,303 was recorded on the issuance of warrants during the nine months ended September 30, 2025, related to the excess initial fair value over net proceeds received[427]. Financing and Capital Structure - The company completed a public offering on September 16, 2025, raising gross proceeds of $11,994,884 from 32,373,536 shares of Common Stock and associated warrants[354]. - Net cash proceeds from the Offering amounted to $10,744,346, intended for phased acquisitions and working capital[356]. - The Standby Equity Purchase Agreement allows the company to sell up to $100 million of Common Stock over 36 months[360]. - The company fully extinguished Junior Notes and Senior Notes during the first quarter of 2025 as part of a foreclosure process[363]. - The company plans to finance its operations through the issuance and sale of debt or equity securities, as cash flows from operations are insufficient to fund current operating models and expansion plans[443]. Strategic Acquisitions and Investments - The company entered into a commitment letter to acquire a controlling interest in Tekne and Orbit, with an expected enterprise value of Tekne at $60 million[339]. - The company planned to provide EUR 40 million in financing for Tekne's working capital needs over the next 12 months, including EUR 10.5 million in cash financing and EUR 30 million in inventory monetization[340]. - The company is making up to a $5.0 million equity investment in Orbit as part of the Orbit Acquisition, which includes an aggregate purchase price of $12.5 million[348]. - The company has agreed to consummate the Equity Infusion in tranches, with the first tranche of $1.5 million paid, resulting in a 10.7% ownership interest in Orbit[349]. - The company will acquire full ownership of Orbit from Vanguard in tranches, with an Advance Payment of $3.75 million, including $1.35 million offset and $2.4 million in cash[350]. - The Maddox Joint Venture aims to develop military drones for NATO and commercial applications, with NUBURU Defense contributing up to $10 million[352]. Compliance and Regulatory Issues - The company received a Notice of Noncompliance from NYSE Regulation for not maintaining stockholders' equity of $2.0 million or more[369]. - A reverse stock split of 1-for-40 was executed on July 23, 2024, following stockholder approval[375]. Cash Flow and Liquidity - As of September 30, 2025, the company had cash and cash equivalents of $5,941,542, a significant increase from $209,337 as of December 31, 2024[440]. - Net cash used in operating activities was $7,084,481 for the nine months ended September 30, 2025, compared to $5,499,839 for the same period in 2024[451]. - The company reported net cash provided by financing activities of $17,649,221 for the nine months ended September 30, 2025, compared to $3,583,214 for the same period in 2024[454]. - The company incurred a loss on debt extinguishment of $11,597,803 for the nine months ended September 30, 2024, due to the reacquisition value of the debt being higher than the carrying value[434]. - The company recorded a loss on impairment of inventories, property and equipment, and operating lease right-of-use asset of $6,064,823 related to write-downs and impairments[437]. Future Outlook - The company expects to incur significant expenses and operating losses for the foreseeable future as it implements its Transformation Plan and related acquisitions[332]. - The company expects to incur net losses for the foreseeable future and raises substantial doubt about its ability to continue as a going concern unless it implements its Transformation Plan[442].

Core Insights - NUBURU has renewed its strategic partnership with Tekne to enhance defense innovation and military drone development, establishing a new agreement that supersedes previous arrangements [2][4][6] Partnership Details - The updated agreement includes the establishment of a "Network Contract" under Italian law by November 30, 2025, aimed at fostering a stable partnership without forming a new legal entity [3] - NUBURU will secure exclusive distribution rights for Tekne's products in the Americas and collaborate on orders in NATO, MENA, and APAC regions [4] - NUBURU aims to qualify as a new defense operator in Italy, proposing its products to Tekne's clients, particularly through a joint venture with Maddox Defense for military drones [4][7] Financial Commitment - NUBURU has committed €15 million to strengthen Tekne's financial position, which includes €2 million through an Inventory Monetization platform and €13 million as a convertible shareholder loan [12] Strategic Goals - The partnership is positioned to enhance NUBURU's capabilities in the defense and security sectors, with a focus on technological innovation and project co-investment [4][6][5] - NUBURU plans to submit a 'Golden Power' notification to the Italian Government by year-end, covering its strategic cooperation with Tekne and the joint venture with Maddox Defense [7]

Core Points - NUBURU, Inc. has received a warning letter from NYSE American LLC regarding compliance with Section 401(a) of the NYSE American Company Guide [1] - The warning is related to the company's announcement on October 1, 2025, about implementing a dual-CEO structure [1]

Market Overview - U.S. stock futures rose on Wednesday after declines on Tuesday, with major benchmark indices showing positive movement [1] - The 10-year Treasury bond yielded 4.11%, while the two-year bond was at 3.56%, indicating market expectations for a potential interest rate cut by the Federal Reserve [2] Stock Performance - Oracle Corp. shares fell 2.5% on Tuesday, negatively impacting other tech stocks due to financial struggles related to Nvidia Corp. chip rentals [1] - Trilogy Metals Inc. saw an 8% increase in premarket trading, driven by interest in rare earths and battery metals following U.S. government investments [6] - Nuburu Inc. surged 34.84% after acquiring Orbit S.r.l., marking its expansion into defense software [6] - POET Technologies Inc. gained 12.94% after raising $75 million through a private placement, the largest investment in its history [7] - Joby Aviation Inc. dropped 9.47% as it announced plans to offer $500 million in common stock [7] Sector Insights - Consumer staples and utilities stocks closed higher, while most sectors on the S&P 500 ended negatively, with industrials, consumer discretionary, and communication services recording the largest losses [5] - Financials are in a "sweet spot," with commercial bank loans and leases indicating a healthy economy, as the S&P 500 Diversified Banks stock price index reached a record high, up 4.7% year-on-year [9] Economic Indicators - Crude oil futures increased by 0.97% to approximately $62.33 per barrel, while gold prices rose 1.33% to around $4,037.62 per ounce [13] - The U.S. Dollar Index spot was up 0.36% at 98.9350 [13]