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Form 424B3 Nuburu, Inc.

Fri, 23 Oct 2026 17:10:00 -0400

http://archive.fast-edgar.com/20261023/A82BM22GZW2RBTZ2222T2ZYOIKGQZZ223282

Filed on: October 23, 2026

Form EFFECT Nuburu, Inc.

Fri, 23 Oct 2026 06:03:00 -0400

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Nuburu names Gianluca Trezza as CEO of Italian unit Tekne

Thu, 22 Oct 2026 08:30:31 -0400

Nuburu, Inc. (NYSE American: BURU) has appointed Gianluca Trezza as Chief Executive Officer and General Manager of Tekne S.p.A., effective October 26, 2026, according to a press release from the company.

The appointment follows Nuburu's acquisition of a 70% controlling interest in Tekne on October 15, 2026. Trezza has more than three decades of experience in Italian institutions and the international defense industry, including service in Italy's Guardia di Finanza, where he attained the rank of Major, and senior roles at ELT Group spanning electronic warfare, cyber intelligence and C4ISR.

Trezza's stated priorities include aligning customer commitments with procurement and production, engaging

Nuburu names Gianluca Trezza as CEO of Italian unit Tekne

Thu, 22 Oct 2026 08:30:31 -0400

Trezza's stated priorities include aligning customer commitments with procurement and production, engaging

NUBURU Appoints Gianluca Trezza as CEO of TEKNE and Provides Commercial Update

Thu, 22 Oct 2026 08:30:00 -0400

Experienced defense executive to lead industrial execution and development of electronic warfare and special vehicle opportunities across Italian and international markets

DENVER--(BUSINESS WIRE)-- NUBURU, Inc. (NYSE American: BURU) ("NUBURU" or the "Company"), a dual-use Defense & Security platform company, today announced the appointment of Gianluca Trezza as Chief Executive Officer and General Manager of TEKNE S.p.A. ("Tekne"), effective October 26, 2026. The appointment follows NUBURU’s acquisition of a 70% controlling interest in Tekne on October 15, 2026, and places industrial execution and commercial development at the center of the next phase of integration.

This press release features

NUBURU Appoints Gianluca Trezza as CEO of TEKNE and Provides Commercial Update

Thu, 22 Oct 2026 08:30:00 -0400

Experienced defense executive to lead industrial execution and development of electronic warfare and special vehicle opportunities across Italian and international markets

This press release features

Nuburu reports $3.4M in advance invoices under Tekne vehicle program

Wed, 21 Oct 2026 08:32:13 -0400

Nuburu, Inc. (NYSE American: BURU) said Tekne S.p.A., a recently acquired subsidiary, issued approximately $3.4 million in advance invoices on Sept. 30, 2026, under a special-vehicle program valued at approximately $17.1 million, both figures excluding VAT.

Nuburu completed its acquisition of a 70% controlling interest in Tekne on Oct. 15, 2026, following authorization by the Italian government under the Golden Power regime, granted in August 2026. The advance invoices were issued before the acquisition closed and represent roughly 20% of the combined contract value. The company noted that advance billings do not indicate cash received or revenue recognized under US GAAP.

The

NUBURU Reports Execution Progress on Tekne’s $17.1 Million Special-Vehicle Program Following Acquisition

Wed, 21 Oct 2026 08:30:00 -0400

Approximately $3.4 million in advance invoices issued for more than 200 firefighting and emergency-response vehicles within Tekne’s existing program portfolio

DENVER--(BUSINESS WIRE)-- NUBURU, Inc. (NYSE American: BURU), the next-generation dual-use Defense & Security integrated platform company, today provided an update on procurement and assembly activities under a special-vehicle program valued at approximately $17.1 million (excluding VAT), awarded to Tekne S.p.A. (“Tekne”) by an Italian public-sector customer. NUBURU completed its acquisition of a 70% controlling interest in Tekne on October 15, 2026.

Tekne issued approximately $3.4 million (excluding VAT) in advance invoices on September 30, 2026, before the acquisition

NUBURU Reports Execution Progress on Tekne’s $17.1 Million Special-Vehicle Program Following Acquisition

Wed, 21 Oct 2026 08:30:00 -0400

Approximately $3.4 million in advance invoices issued for more than 200 firefighting and emergency-response vehicles within Tekne’s existing program portfolio

Tekne issued approximately $3.4 million (excluding VAT) in advance invoices on September 30, 2026, before the acquisition

Form 8-K Nuburu, Inc. For: Oct 15

Wed, 21 Oct 2026 06:04:00 -0400

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Nuburu receives NYSE American warning over disclosure violations

Mon, 19 Oct 2026 16:30:44 -0400

Nuburu, Inc. (NYSE American: BURU) announced it received a public warning letter dated October 19, 2026 from NYSE Regulation on behalf of NYSE American LLC, citing violations of the exchange's disclosure requirements.

The exchange issued the warning under Section 1009(a)(i) of the NYSE American Company Guide after determining that Nuburu violated Section 401(a), which requires immediate public disclosure of material information. The violation relates to two material events effective September 30, 2026, which the company disclosed in a Form 8-K filed on October 6, 2026.

The two events included a side letter with Esousa Group Holdings, LLC and other purchasers related to

NUBURU Announces Receipt of NYSE American Warning Letter Regarding Disclosure Requirements

Mon, 19 Oct 2026 16:30:00 -0400

DENVER--(BUSINESS WIRE)-- NUBURU, Inc. (NYSE American: BURU) ("NUBURU" or the "Company"), a dual-use Defense & Security integrated platform company, today announced that it received a public warning letter dated October 19, 2026 from NYSE Regulation on behalf of NYSE American LLC (the "Exchange").

NYSE American warning letter

The Exchange issued the warning letter under Section 1009(a)(i) of the NYSE American Company Guide after determining that NUBURU violated Section 401(a), which requires immediate public disclosure of material information. The finding concerns two material events effective September 30, 2026 that the Company disclosed in a Form 8-K filed on October

NUBURU Announces Receipt of NYSE American Warning Letter Regarding Disclosure Requirements

Mon, 19 Oct 2026 16:30:00 -0400

NYSE American warning letter

Nuburu closes Tekne acquisition, files S-3 for share resale

Mon, 19 Oct 2026 08:31:26 -0400

Nuburu, Inc. (NYSE American: BURU) closed its acquisition of a 70% controlling interest in Tekne S.p.A. on October 15, and on the same day filed a Form S-3 registration statement, according to a shareholder letter from Executive Chairman and Co-Chief Executive Officer Alessandro Zamboni.

The Form S-3 registers the resale of up to 20 million common shares issued or issuable upon conversion of Series B preferred stock sold in a July public offering. The filing raises no new capital. Proceeds from the July offering were used to repay approximately $16.75 million in principal obligations under a December 2025 debenture and Lyocon

NUBURU Chairman to Shareholders: Tekne Closing Delivers Operating Defense Platform. October 15 Form S-3 Raises No New Capital

Mon, 19 Oct 2026 08:30:00 -0400

Enlarged group enters Q4 with approximately $93.1 million in Tekne program value, more than $200 million in management-estimated reactivation opportunities, 185 personnel across three Italian facilities, and June 30 stockholders’ equity of $10.1 million — above NYSE American equity thresholds

DENVER--(BUSINESS WIRE)-- NUBURU, Inc. (NYSE American: BURU), the next-generation dual-use Defense & Security integrated platform company, today issued the following letter from Alessandro Zamboni, Executive Chairman and Co-Chief Executive Officer:

Dear Fellow Shareholders,

On October 15, NUBURU closed the acquisition of a 70% controlling interest in Tekne S.p.A. (“Tekne”), materially expanding our operating industrial platform. On the same day,

NUBURU Chairman to Shareholders: Tekne Closing Delivers Operating Defense Platform. October 15 Form S-3 Raises No New Capital

Mon, 19 Oct 2026 08:30:00 -0400

Dear Fellow Shareholders,

On October 15, NUBURU closed the acquisition of a 70% controlling interest in Tekne S.p.A. (“Tekne”), materially expanding our operating industrial platform. On the same day,

Form S-3 Nuburu, Inc.

Thu, 15 Oct 2026 17:11:00 -0400

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Nuburu acquires 70% stake in Italian defense firm Tekne

Thu, 15 Oct 2026 08:30:32 -0400

Nuburu, Inc. (NYSE American: BURU) has completed the acquisition of a 70% controlling interest in Italian defense manufacturer Tekne S.p.A. through its subsidiary NUBURU Defense LLC, according to a company press release. The notarial closing was executed in Italy following Italian Government Golden Power authorization granted on August 5, 2026.

Nuburu acquired the additional 67.1% interest for a fixed purchase price of €5.2 million — €1.2 million paid at signing and €4 million deferred through March 2027. The deal includes an earn-out capped at €20 million, payable in cash beginning in 2028, calculated at 5% of Tekne's annual U.S. GAAP revenues

NUBURU Completes Tekne Acquisition, Adding a $93 Million Defense & Dual-Use Program Portfolio and Advancing Expansion Across NATO and Allied Markets

Thu, 15 Oct 2026 08:30:00 -0400

Renegotiated terms cap the earn-out at €20 million, payable in cash with no share issuance for earn-out payments, while the waiver of approximately €29.7 million of shareholder loans and other receivables creates permanent equity in Tekne — giving NUBURU control of 185 personnel, three Italian facilities and electronic-warfare and defense-mobility capability in a $32 billion market

NUBURU Completes Tekne Acquisition, Adding a $93 Million Defense & Dual-Use Program Portfolio and Advancing Expansion Across NATO and Allied Markets

Thu, 15 Oct 2026 08:30:00 -0400

Nuburu targets Oct. 15 closing for Tekne acquisition after Italy approval

Fri, 09 Oct 2026 08:31:42 -0400

NUBURU, Inc. (NYSE American: BURU) has set October 15, 2026 as the target date for a notarial meeting related to its proposed acquisition of a 70% controlling interest in Tekne S.p.A., an Italian industrial company founded in 1990 with operations in Ortona, Poggiofiorito and Guastalla.

The Italian government granted Golden Power authorization on August 5, 2026, clearing a key regulatory requirement for the deal. NUBURU has also incorporated NUBURU Defense Italy S.r.l. (NDI), which will serve as the Italian sub-holding through which NUBURU Defense LLC holds its controlling interest in Tekne.

Completion of the transaction remains subject to outstanding corporate approvals, notarial

NUBURU Provides Update on Tekne Acquisition Timetable: Golden Power Approved, October 15 Closing Targeted

Fri, 09 Oct 2026 08:30:00 -0400

NUBURU Defense Italy in place as Italian sub-holding; Tekne brings approximately $135.4 million in signed orders and approximately 185 personnel to NUBURU’s Defense & Security platform

DENVER--(BUSINESS WIRE)-- NUBURU, Inc. (NYSE American: BURU) (“NUBURU” or the “Company”), a next-generation dual-use Defense & Security integrated platform company, today announced that the parties are targeting October 15, 2026 for the notarial meeting relating to the proposed acquisition, through NUBURU Defense Italy S.r.l. (“NDI”), of a 70% controlling interest in Tekne S.p.A. (“Tekne”), the Italian industrial company founded in 1990 with operations in Ortona, Poggiofiorito and Guastalla.

With Golden Power

NUBURU Provides Update on Tekne Acquisition Timetable: Golden Power Approved, October 15 Closing Targeted

Fri, 09 Oct 2026 08:30:00 -0400

NUBURU Defense Italy in place as Italian sub-holding; Tekne brings approximately $135.4 million in signed orders and approximately 185 personnel to NUBURU’s Defense & Security platform

With Golden Power

Form 8-K Nuburu, Inc. For: Sep 30

Tue, 06 Oct 2026 17:10:00 -0400

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Nuburu launches Site Dome, submits first proposal to defense firm

Thu, 01 Oct 2026 08:34:00 -0400

Nuburu, Inc. (NYSE American: BURU) has unveiled a new industrial-site protection offering called Site Dome and submitted its first proposal for the product to a European aerospace and defense manufacturer with more than $500 million in 2025 annual revenue and over 1,000 employees, according to a company statement.

Site Dome bundles remotely supervised drone surveillance with Orbit, Nuburu's operational-resilience software. The offering is structured in three modular levels: drone-in-a-box field observation, integration with Orbit software to link site events to continuity plans and personnel, and an optional passive airspace-awareness layer called Safe-Dome.

The initial proposal covers a single-site configuration valued at approximately