Nuburu signs binding term sheet to acquire Lyocon S.r.l. for up to $3M; close by Dec 31, 2025

Nuburu, Inc.

Upfront cash $500k plus $1.5M convertible promissory note; earnout up to $1M over five years.
Closing expected on or before Dec 31, 2025; reverse termination fee of EUR 40k if Company fails to close.
Company to finance $1M for Lyocon operations: $500k at close, $250k within 12 months, $250k within 24 months.
Sellers will serve as managers and technical advisors; eligible for management equity incentive plan.
Exclusivity through Dec 31, 2025; transaction subject to due diligence and definitive agreement.

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