NUBURU, Inc. (OTC Pink: BURU), a next-generation dual-use Defense & Security integrated platform company, today issued the following letter to shareholders from Alessandro Zamboni, Executive Chairman and Co-Chief Executive Officer.

Dear Fellow Shareholders,

On July 2, I asked you to judge NUBURU against its record and the milestones directly ahead. Since then we have closed a major financing, repaid the December 2025 YA debenture and the Lyocon acquisition notes, and obtained the Italian Government’s Golden Power authorization for our proposed acquisition of 70% of Tekne S.p.A. These are completed milestones, and they change what this Company is positioned to execute next.

On July 17, we closed a best-efforts public offering generating approximately $38.0 million of gross proceeds, before placement-agent fees and offering expenses. As reported in our Form 10-Q, approximately $18.74 million remained after those costs, the repayment in full of the YA debenture — including all outstanding principal and accrued interest — and repayment of $1.25 million of Lyocon acquisition notes. In total, we eliminated approximately $16.75 million of principal obligations under those instruments.

The financing involved common stock, pre-funded warrants and Series B preferred stock, and has caused, and may continue to cause, substantial dilution. That was a real cost, and we incurred it for defined purposes: to remove a material debt overhang, to provide the financial resources required to advance the Tekne closing, and to support working capital and platform execution. Our responsibility now is to convert that capital into operating capability, recognized revenue and improved financial performance.

Our recently filed Form 10-Q provides a clear operating and financial baseline. Second-quarter revenue was $524,927, compared with no revenue in the prior-year quarter, and revenue for the first six months of 2026 was $932,571, compared with no revenue in the comparable 2025 period. At June 30, 2026, total assets were $68.36 million, compared with $49.82 million at December 31, 2025. Stockholders’ equity was positive at $9.37 million, compared with a $15.18 million deficit at year-end.

This marks the second consecutive quarter in which NUBURU reported positive stockholders’ equity. The June 30 level also exceeded the $4.0 million stockholders’ equity threshold cited in the May 12 NYSE American notice. That is measurable balance-sheet progress. It is also separate from the low-selling-price determination that led NYSE American to suspend trading in July.

I want to address the listing question directly, because it is the one we hear most from shareholders. NYSE American suspended trading in BURU on July 17 and commenced delisting proceedings under Section 1003(f)(v) based on the low selling price of our common stock; BURU began trading in the OTC market on July 20 and continues to trade there under the same symbol. We appealed the staff determination and requested review by the Listings Qualifications Panel, with a hearing scheduled in September. We are preparing for that hearing with outside advisers and intend to present the full record of the Company’s balance-sheet and operating progress. In this regard, our objective is to satisfy the applicable price requirement and support our request for trading to resume on NYSE American. We will report the outcome of the Panel’s review when it is available, and we will not speculate on it in advance.

On August 5, the Italian Government authorized NUBURU’s proposed acquisition of Tekne under the Golden Power regime, clearing the transaction’s principal regulatory hurdle. NUBURU and Tekne are now completing the remaining customary closing steps and implementing the terms of the authorization. NUBURU has already raised the capital required for closing; no additional NUBURU capital raise is required to complete the acquisition. We will announce the closing separately once these steps are complete. General Pietro Serino and Professor Carlo Alberto Carnevale Maffè serve as strategic advisers supporting the execution of NUBURU’s business plan across Italy and NATO markets. Following closing and completion of the required U.S. GAAP assessment, we expect the resulting 70% controlling interest in Tekne to become a major industrial anchor for the platform. Founded in 1990, Tekne operates with approximately 180 personnel across facilities in Ortona, Poggiofiorito and Guastalla. As disclosed with the authorization, Tekne has reported approximately $108.7 million of normalized residual signed-order value, based on updated unaudited management materials and subject to customary validation, delivery conditions, modification and cancellation risk. This figure is neither financial guidance nor revenue recognized under U.S. GAAP; it provides visibility into the scale of Tekne’s signed industrial activity.

NUBURU is no longer assembling a collection of separate assets. We are moving into the integration and execution phase of a software-orchestrated, hardware-enabled Defense & Security platform. Orbit provides the operational-resilience, workflow and evidence layer. Lyocon contributes photonics and non-kinetic laser capabilities. Tekne is expected, following completion of the transaction, to add industrial scale, special vehicles and electronic-warfare capabilities. Dario Barisoni, NUBURU’s Co-Chief Executive Officer and Chief Executive Officer of NUBURU Defense LLC, leads the broader defense-platform integration. The Maddox Defense joint venture extends the platform into deployable manufacturing and field sustainment. Each capability can create value independently; our strategic objective is to connect them into modular, customer-specific mission packages.

NUBURU’s platform priorities align with several themes identified in the recently issued U.S. National Security Science & Technology Strategy, which supports the objectives of the 2025 National Security Strategy. We believe our focus on resilient software orchestration, advanced photonics, defense mobility and deployable manufacturing is relevant to that strategic direction.

Orbit is central to our platform model. Its modular software architecture is designed to support repeatable deployments and recurring subscription revenue with lower incremental capital intensity than hardware-intensive operations. This scalability is a core strategic rationale for pursuing full ownership of Orbit.

The evolution of hybrid conflict reinforces the strategic need for software capable of coordinating systems, data and workflows across multiple operational domains. Defense, critical-infrastructure and enterprise operators increasingly face overlapping physical, cyber, electromagnetic and supply-chain disruptions. The challenge is not simply to add more stand-alone tools, but to prevent systems and decisions from working at cross-purposes. Orbit is designed to provide authorized users with a governed common operating picture and to support coordination and deconfliction across fragmented systems, workflows and stakeholders, while preserving auditable human decision-making. We intend to validate this opportunity through technical qualification, customer adoption, contractual orders and recognized revenue.

The next stage is not accumulation; it is integration. The value of the platform will be demonstrated when software, non-kinetic effects, electronic-warfare capability, mobility and sustainment operate as one governed architecture. One architecture. One commercial interface. One brand.

The milestones ahead are specific: complete the Tekne transaction; implement its governance, reporting and integration; convert orders and commercial activity into recognized revenue and cash; improve gross margin; advance Orbit’s path to full ownership; manage capital carefully; and execute the listing strategy through the proper process. We will report against that scorecard.

I remain directly aligned with you as a shareholder. Measure us against the commitments we make and the results we report. The past several weeks have strengthened the foundation. The work now is to translate that foundation into durable operating performance.

Thank you for your continued support.

Sincerely,

Alessandro Zamboni

Executive Chairman & Co-Chief Executive Officer | NUBURU, Inc.

About NUBURU, Inc.

NUBURU, Inc. 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 and follow NUBURU on X at https://x.com/nuburulasers and on LinkedIn.

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 NUBURU’s transformation plan; use of financing proceeds; liquidity, working capital and access to capital; integration of Lyocon, Orbit, Tekne, Maddox Defense and the broader Defense & Security platform; completion, timing, financing, governance and accounting treatment of the proposed Tekne acquisition; compliance with the Italian Government’s Golden Power authorization; Tekne order value, production plans, delivery, revenue, cash collection and margin; revenue generation, gross margin improvement and pipeline conversion; the scalability, adoption, recurring-revenue potential and strategic role of Orbit; expected acquisition synergies and the realization of benefits reflected in goodwill; the platform’s role in hybrid-conflict and deconfliction workflows; Orbit’s path to full ownership; remediation of material weaknesses; the NYSE American appeal and hearing; the reverse split and related corporate-action process; compliance with continued-listing standards; and any resumption of trading on NYSE American.

These statements are subject to risks and uncertainties, including failure to complete or finance the Tekne transaction; failure to satisfy remaining closing conditions or Golden Power terms; the fact that Tekne order value is not NUBURU financial guidance and is not revenue recognized under U.S. GAAP; differences between Tekne management information, order value, Italian GAAP value of production and revenue recognized under U.S. GAAP; customer delay, modification or cancellation; integration and execution challenges; cybersecurity, data-protection and regulatory requirements; operating losses, negative cash flow, substantial doubt about the Company’s ability to continue as a going concern, future financing needs and dilution; failure to remediate internal-control weaknesses; measurement-period adjustments, failure to realize expected acquisition benefits or a future impairment of goodwill or other assets; adverse market-price volatility; failure to complete the reverse split; an unfavorable NYSE American appeal; failure to satisfy listing standards or resume NYSE American trading; and other risks described in NUBURU’s filings with the Securities and Exchange Commission. Actual results may differ materially from those expressed or implied. NUBURU undertakes no obligation to update any forward-looking statement except as required by law.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities.

Media gallery

About The Author
Business Wire