NUBURU Buys Tekne, Adding $93M NATO Defense Pipeline

The transaction was formally finalized in Italy following official Golden Power approval from the Italian Government on August 5, 2026. Tekne’s founding shareholders retain the remaining 30% equity stake.

The deal establishes NUBURU’s sovereign industrial manufacturing base within a NATO member state, integrating electronic warfare, counter-drone systems, and specialized tactical vehicles into its existing directed-energy laser platform.

Restructured Transaction (JO:NTUJ) Economics

Under renegotiated terms, NUBURU capped the total performance earn-out at €20 million—a €9.692 million (32.6%) reduction from the previous €29.692 million cap.

Crucially, the updated deal structure eliminates all stock-based earn-out considerations, ensuring future payments are fulfilled entirely in cash to protect shareholders from stock dilution.

• Fixed Ownership Cost: NUBURU acquired the additional 67.1% equity stake for a fixed price of €5.2 million (€1.2 million paid at signing, with €4 million deferred in equal installments through March 2027).
• Earn-Out Structure: Calculated at 5% of Tekne's annual U.S. GAAP revenues from 2027 to 2036, with a guaranteed annual minimum cash floor of €2 million until reaching the €20 million maximum.
• Equity Recapitalization: NUBURU irrevocably waived approximately €29.7 million in shareholder loans and receivables, converting those funds directly into permanent capital on Tekne's balance sheet.
• Note Conversion: A $1.74 million convertible note issued during the initial 2.9% stake acquisition will convert into 34,870 shares of NUBURU common stock at a fixed conversion price equivalent to $49.90 per share.

Strategic Infrastructure and Program Portfolio

Founded in 1990, Tekne brings an operational footprint consisting of 185 specialized personnel across three production facilities in Ortona, Poggiofiorito, and Guastalla, Italy.

Tekne's management operating schedule dated September 14, 2026, reflects approximately $93.1 million (€80.6 million) in remaining portfolio value across defense, civil protection, and public safety contracts. NUBURU is also moving to reactivate previously withdrawn or terminated procurement programs, which present additional upside outside the recorded baseline schedule.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."

Full-Stack Defense Integration

The addition of Tekne’s "Tactical Bubble" electronic warfare suite and custom military-grade vehicle engineering completes NUBURU's end-to-end defense hardware and software offering.

By pairing Tekne's manufacturing and electronic warfare capabilities with Lyocon’s photonics systems and Orbit’s mission orchestration software, NUBURU can manufacture mobile counter-drone units, command-support nodes, and critical infrastructure protection systems entirely within Europe.

"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."

Market Dynamics and Leadership Governance

The transaction positions NUBURU to capture expanding budgets across NATO and European Union defense initiatives, including the EU Council's €115 million AGILE defense-innovation program and NATO's DiBaX26 interoperability trials. Industry benchmark estimates place the global electronic warfare market at $32.35 billion in 2026, alongside a rapidly growing anti-drone market valued at $4.1 billion.

To oversee operations, Tekne established a new three-member Board of Directors, with NUBURU Defense LLC holding two appointments. General Pietro Serino, former Chief of Staff of the Italian Army, has been selected as Chairman, pending final corporate and regulatory clearances (including ANAC approval). An incoming Chief Executive Officer with over three decades of institutional defense experience in electronic warfare and cyber systems will be named following final corporate approvals.

Distributed for informational and news distribution purposes only. Based on public corporate disclosures and not intended as financial or investment advice.