Item 1.01 Entry into a Material Definitive Agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Tekne Implementation Agreement On October 15, 2026, Nuburu, Inc. (the “Company”) and its wholly owned subsidiary, Nuburu Defense, LLC (“Nuburu Defense”), entered into the Tekne Implementation Agreement (the “Agreement”) with Tekne S.p.A. (“Tekne”) and Ambrogio D’Arrezzo, Carlo Ulacco, and Andrea Lodi (collectively, the “Existing Shareholders”). Pursuant to the Agreement, on October 15, 2026, Nuburu Defense completed the acquisition of 745,759 shares of Tekne (the “Sale Shares”), representing an additional approximately 67.1% interest in Tekne, from the Existing Shareholders (the “Tekne Acquisition”). Together with its previously held approximately 2.9% interest, Nuburu Defense now owns 70% of Tekne, and the Existing Shareholders retain 30%. The fixed purchase price is €5,200,000 (the “Purchase Price”), consisting of €1,200,000 paid on October 15, 2026, and €1,000,000 payable by each of December 31, 2026, January 31, 2027, February 28, 2027 and March 31, 2027, with such €4,000,000 being the “Deferred Price.” The Company and Nuburu Defense are jointly and severally liable for the Purchase Price, which is payable pro rata to the Existing Shareholders. As security for payment of the Deferred Price, Mr. D’Arrezzo is continuing to hold a bond with an aggregate nominal amount equivalent to approximately US$4.2 million transferred by S.F.E. Equity Investments SARL on behalf of the Company.
In addition to the Purchase Price, the Company and Nuburu Defense have agreed to pay aggregate additional consideration of €20,000,000 in cash pro rata to the Existing Shareholders (the “Earn-Out”). Annual payments are calculated as 5% of Tekne’s annual revenues for fiscal years 2027 through 2036, determined from financial statements prepared in accordance with U.S. generally accepted accounting principles, subject to a minimum annual payment of €2,000,000 (the “Guaranteed Annual Minimum”) regardless of Tekne’s revenue and an aggregate payment cap of €20,000,000. The Earn-Out is payable annually by June 30 of the following year, beginning in 2028, until the full €20,000,000 has been paid. The Company and Nuburu Defense are jointly and severally liable for the Guaranteed Annual Minimum. If the Guaranteed Annual Minimum is not paid by the June 30 deadline, the Company and Nuburu Defense must pay it within an additional 60 days. If it remains unpaid after that period, the Existing Shareholders may demand payment of the entire remaining unpaid Earn-Out balance in a single payment within a further 120 days, for which the Company and Nuburu Defense are jointly and severally liable. The Agreement also provides for recovery expenses and interest if the accelerated balance remains unpaid.
In connection with the reduction of the Earn-Out from €29,692,000 under the previously disclosed May 2026 investment agreement among the parties to €20,000,000, the Company and Nuburu Defense agreed to an irrevocable waiver (the “Waiver”) of €29,694,958.28 payable to the Company by Tekne, including the €27,693,000 Tekne convertible receivable owed to the Company, as a capital contribution to Tekne without any right to repayment or issuance of additional shares (the “Recapitalization”). The Recapitalization does not dilute the Existing Shareholders and does not change the 70% ownership of Tekne by Nuburu Defense and 30% ownership by the Existing Shareholders.
The Agreement provides for adoption of new articles of association for Tekne and appointment of a new three-member board of directors, consisting of two directors designated by Nuburu Defense and one director designated by the Existing Shareholders. It also provides for relevant director and, where legally permissible, statutory auditor resignations and for director releases and indemnities, excluding intentional misconduct and gross negligence. Nuburu Defense must procure the Company’s joint and several compliance with those release obligations while the Company controls Nuburu Defense. The Agreement further provides for a six-month consulting engagement between Mr. D’Arrezzo and Tekne, with fixed gross compensation at an annual rate of €120,000, payable monthly on a pro rata basis (€10,000 per month, or €60,000 for the six-month term), plus applicable VAT and a sales commission equal to 3% of the value of each individual commercial contract relating to proposals originated by him. The consultancy includes exclusivity, non-compete and non-solicitation obligations; specified non-compete and business-opportunity referral obligations continue while Mr. D’Arrezzo remains a Tekne shareholder.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, an English translation of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 19, 2026, the Company received a public warning letter (the “Letter”) from NYSE Regulation on behalf of NYSE American LLC (the "Exchange"). The Exchange issued the Letter under Section 1009(a)(i) of the NYSE American Company Guide after determining that the Company 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 6, 2026: a side letter with Esousa Group Holdings, LLC and other purchasers related to certain terms of the Company's July 2026 public offering of common stock, warrants and Series B preferred stock; and an agreement with Brick Lane Capital Management Limited ("Brick Lane") to return shares of Heckler & Koch AG purchased by the Company from Brick Lane in exchange for cancellation of a $15 million promissory note.
The Letter cites previous violations by the Company of the Company Guide. In light of that history, NYSE Regulation explicitly stated that any future violation that could lead to a public warning letter under Section 1009 of the Company Guide will instead result in immediate suspension and commencement of delisting proceedings against the Company under Parts 4 and 10 of the Company Guide. The Letter does not itself suspend trading or commence delisting proceedings. A press release announcing the Company’s receipt of the Letter was published on October 19, 2026
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
NYSE Regulation stated that any future violation that could lead to a public warning letter will result in immediate suspension and commencement of delisting proceedings against the Company.¶4