Transaction with YA II PN, Ltd. enables accelerated execution of NUBURU’s multi-asset defense and security platform targeting $20B+ addressable global markets
NUBURU, Inc. , a global pioneer in high-performance blue laser technology, announced that it has entered into a Securities Purchase Agreement with YA II PN, Ltd. pursuant to which it will receive a gross cash infusion of $23.25 million in exchange for the issuance of a $25.0 million unsecured debenture and related warrant packages.
NUBURU SECURES $25M To Close its Acquisitions Tapping into a $20B + addressable global market
The financing will significantly strengthen NUBURU’s capital position and enable the Company to accelerate execution of its previously announced acquisition and integration roadmap, advancing its transformation into a vertically integrated, multi-domain Defense & Security platform. NUBURU will be positioned to move decisively from strategy into execution across its target industries — defense-grade laser and photonics systems, mission-critical software, advanced UAV platforms, and specialized defense mobility solutions. Closing is subject to customary closing conditions.
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Strategic Plan Implementation
This financing will support NUBURU’s announced transformation plan, including allowing the company to hire key personnel and advisers, develop existing intellectual property, and continue to pursue key acquisitions and investments.
Transaction Update
As previously announced, NUBURU is currently pursuing key transactions, including the following:
Orbit Srl (“Orbit”) Acquisition — Mission-Critical Software & Operational Resilience
Through Nuburu Defense LLC (“Nuburu Defense”), NUBURU is advancing toward full control of Orbit, a mission-critical SaaS platform supporting operational resilience, crisis management, and situational-awareness use cases.
Orbit will serve as the digital backbone of NUBURU’s platform, delivering real-time data fusion, decision support, and end-to-end operational visibility across highly regulated industries and critical-infrastructure environments.
Lyocon Srl (“Lyocon”) Acquisition & Photonics Expansion
On December 1, 2025, NUBURU entered into Binding Heads of Terms to acquire Lyocon, an Italian photonics and laser-engineering company with advanced cleanroom and precision-manufacturing capabilities.
The Lyocon acquisition is anticipated to revitalize NUBURU’s blue-laser business by establishing a European manufacturing footprint and enhancing its potential, subject to future developments, to support the delivery of defense-grade photonics systems at scale.
Tekne SpA (“Tekne”) Strategic-Interest Program — Defense Mobility & Systems Integration
NUBURU confirms that the first €2 million tranche of its €15 million strategic support program for Tekne was successfully executed during the fourth quarter of 2025. It anticipates that, subject to ongoing negotiations and the satisfaction of agreed commercial stipulations, it may fund the remaining €13 million convertible shareholder loan (“Tekne Loan”) in combination with the acquisition of an initial 2.9% equity stake in Tekne and commence operations under a Network Contract (Contratto di Rete) between the two companies. Conversion of the Tekne Loan, as well as any further strategic investment in Tekne that could result in the acquisition of a controlling interest, remain subject to applicable regulatory approvals, including “Golden Power” authorization from the Italian government.
Tekne would add specialized defense mobility, armored vehicle, and electronic-systems capabilities to NUBURU’s expanding platform.
Maddox Defense Joint Venture (“Maddox JV”) — Advanced UAV Platforms
Nuburu Defense is pursuing a controlling-interest in a joint venture with Maddox Defense Incorporated, which will focus on next-generation – dual-use – UAV solutions, through deployable additive-manufacturing pods rather than single-platform systems.
Key development areas include:
- Containerized mobile additive-manufacturing pods utilizing multi-printer hybrid fleets (SLS and continuous-fiber composite systems) capable of producing structural, mission-critical defense components in forward or austere environments;
- EM3D/ advanced additive manufacturing for defense, enabling rapid production of UAS components, ground systems parts, mission payload housings, tooling, and spares without reliance on centralized supply chains;
- Defense manufacturing-as-a-service models, allowing allied forces and government customers to deploy production capacity where and when needed;
- ISR-enabling platforms and mission hardware, produced, repaired, and iterated directly within theater;
- Training, certification, and sustainment programs, including deployed Master Trainer teams and remote operational support;
- Field deployment, lifecycle sustainment, and after-sales services, creating recurring revenue through consumables, upgrades, and support contracts.
The Maddox JV’s 2026–2028 business plan prioritizes the assessment and development of military and defense-oriented drone applications, while also evaluating commercial and civil-sector deployments, leveraging NUBURU’s core blue-laser platform, enabled by Lyocon’s advanced manufacturing and engineering capabilities, together with the Orbit operational-resilience system and Tekne’s defense-mobility suite.
Financing Structure and Additional Capital Upside
Under the Securities Purchase Agreement, in exchange for a capital infusion of $23,25 million, NUBURU will issue a $25.0 million unsecured debenture, together with four series of warrants with exercise prices of $0.01 (for 80 million shares), $0.25 (for 100 million shares), $0.375 (25 million shares), and $0.47 per share (25 million shares), respectively. The debenture will bear 8% annual interest, begin monthly amortization in March 2026, and mature in December 2026, subject to extension at the holder’s option.
If all warrants are exercised for cash, NUBURU may receive up to approximately $46.9 million in additional gross proceeds, providing potential incremental liquidity to support future strategic and growth initiatives. The warrants may be exercised on a cashless basis until such time as the underlying shares have been registered for resale with the Securities and Exchange Commission.
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