NUBURU Announces $38.0 Million Public Offering Priced at Approximately 30% Premium to Advance Tekne Acquisition and Retire Outstanding Indebtedness
Proceeds expected to satisfy Golden Power requirements for NUBURU's proposed acquisition of a 70% controlling interest in Tekne and eliminate recurring equity-line debt-service issuances
NUBURU, Inc. (NYSE:BURU), a next-generation dual-use Defense & Security integrated platform company, today announced the pricing of a best-efforts public offering expected to generate gross proceeds of approximately $38.0 million, before deducting placement agent fees and other offering expenses.
The offering consists of an aggregate of 244,372,984 shares of common stock and/or pre-funded warrants to purchase shares of common stock, together with accompanying shares of Series B Preferred Stock. The combined public offering price is $0.1555 per share of common stock and accompanying Series B Preferred Stock, or $0.1554 per pre-funded warrant and accompanying Series B Preferred Stock, reflecting the $0.0001 exercise price of each pre-funded warrant. The $0.1555 combined public offering price represents approximately 30% premium to the $0.1199 closing price of NUBURU common stock on July 15, 2026. The offering was led by a New York-based single-family office, with participation from other well-known accredited investors and family offices.
The offering is expected to close on or about July 16, 2026, subject to the satisfaction of customary closing conditions. Joseph Gunnar & Co., LLC is acting as the exclusive placement agent for the offering.
Strategic Use of Proceeds
NUBURU intends to use the net proceeds from the offering to:
- satisfy the financial-assurance requirements associated with the Italian Government Golden Power review and position NUBURU to complete its previously announced proposed acquisition of a 70% controlling interest in Tekne S.p.A. ("Tekne"), subject to Golden Power clearance and the other closing conditions;
- redeem the approximately $15.5 million remaining principal amount of the outstanding December 2025 debenture, which matures in December 2026, and pay $1.25 million of convertible notes issued in connection with the Lyocon acquisition;
- eliminate the recurring monthly amortization and related equity-line share-issuance pressure associated with the outstanding debenture and halt use of the Company's equity line for at least 90 days, subject to the terms and exceptions in the definitive offering agreements; and
- support acquisition, working-capital and near-term execution requirements for NUBURU's integrated Defense & Security platform.
Offering and Prospectus Information
The securities are being offered by NUBURU pursuant to an effective registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the "SEC"). A final prospectus relating to and describing the final terms of the offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov.
Copies of the final prospectus may also be obtained, when available, from Joseph Gunnar & Co., LLC, Attn: Syndicate Department, 40 Wall Street, 30th Floor, New York, NY 10005, by telephone at (212) 440-9600 or by e-mail at prospectus@jgunnar.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About NUBURU, Inc.
NUBURU, Inc. (NYSE:BURU) is a next-generation dual-use Defense & Security integrated platform company delivering software-orchestrated, hardware-enabled capabilities for defense and security, critical-infrastructure and digital-resilience markets. Its platform strategy includes directed-energy and non-kinetic effects, electronic warfare and CEMA, defense mobility, operational-resilience software and advanced deployable manufacturing.
NUBURU is focused on strengthening its capital structure, integrating strategic investments and converting its opportunity pipeline into contractual orders and sustained revenue growth. For more information, please visit www.nuburu.net/investor-relations and follow NUBURU on X at https://x.com/nuburulasers and on LinkedIn at https://www.linkedin.com/company/nuburu.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the expected closing of the offering; anticipated gross and net proceeds; the intended use of proceeds; repayment of the outstanding debenture and Lyocon notes; the expected reduction in equity-line usage and recurring share issuances; the Golden Power process and proposed Tekne acquisition; the expected consolidation and contribution of Tekne's operations and financial results; the conditional mandatory-conversion payment feature of the Series B Preferred Stock and potential additional cash proceeds; the Company's capital structure, liquidity, platform execution and shareholder-value objectives; and the expected benefits of the Company's Defense & Security transformation plan.
These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, including failure to satisfy closing conditions; changes in the final allocation, classification or accounting treatment of the offered securities; the dilutive effect of the offering and future conversions or issuances; failure of the conditions required for a mandatory conversion payment to occur; the possibility that Series B Preferred Stock may convert without additional cash proceeds; insufficient authorized shares or failure to obtain stockholder approval; inability to redeem indebtedness or halt equity-line usage as expected; delay, conditions or denial in the Golden Power process; failure to complete, consolidate or integrate Tekne; differences between expected and actual operating results; inability to satisfy NYSE American continued-listing standards; liquidity and capital-market risks; and other risks described in NUBURU's filings with the SEC. NUBURU undertakes no obligation to update any forward-looking statement except as required by law.
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