Nuburu, Inc. 8-K

What Happened

• Nuburu, Inc. and its subsidiary Nuburu Defense entered a letter of intent and related purchase agreements with the shareholders of Tekne S.p.A. to acquire a controlling stake in Tekne.
• Under a Share Transfer and Shareholder Convertible Loan Agreement effective January 13, 2026, Nuburu acquired 2.9% of Tekne from shareholder Ambrogio D’Arrezzo and issued a EUR 13,000,000 convertible receivable (the January Convertible Receivable).
• The parties agreed to increase that receivable by EUR 3,692,000 (paid March 20, 2026) to a Total Convertible Receivable of EUR 16,692,000, and to (subject to Italian Golden Power approval) a EUR 13,000,000 capital increase that would yield an additional 25% ownership. After conversion and further purchases (EUR 6,000,000 pro‑rata payment for an extra 10%), Nuburu would hold 70% of Tekne.

Key Details

• Tekne Purchase Agreement effective date: January 13, 2026; additional payment to Tekne: EUR 3,692,000 paid March 20, 2026.
• Total Convertible Receivable from Nuburu to Tekne: EUR 16,692,000.
• Proposed capital increase: EUR 13,000,000 for 25% equity (requires GP Authorization under Italian Golden Power rules).
• Final ownership path: 2.9% (acquired), conversion of convertible receivable → 32.1%, +25% capital increase = 60%; plus a subsequent 10% purchase for EUR 6,000,000 → total 70% ownership.

Why It Matters

• If completed, Nuburu would obtain a majority (70%) stake in Tekne, expanding its footprint through Tekne’s industrial assets and planned activities (including possible acquisition/lease of an industrial complex in Ortona and development of dual‑use drone manufacturing lines).
• The transaction involves material cash and convertible funding commitments (EUR 16.692M plus a planned EUR 13M capital injection and an additional EUR 6M for the final tranche), which could affect Nuburu’s capital allocation and financial position.
• Completion is conditional on obtaining GP Authorization under Italian law and on definitive agreements; the filing highlights forward‑looking risks (including regulatory approval, financing, and execution risks).

Filed March 25, 2026; signed by Alessandro Zamboni, Executive Chairman and Co‑CEO.