Nuburu closes Tekne deal for €5.2M plus €20M earn-out, owns 70%; NYSE American issues delisting warning

Nuburu, Inc.

• Nuburu Defense bought 745,759 Tekne shares, about 67.1% stake, from Ambrogio D'Arrezzo, Carlo Ulacco and Andrea Lodi for €5.2M; with prior 2.9%, now owns 70%.
• Price: €1.2M paid at Oct. 15, 2026 closing; four €1M installments due Dec. 31, 2026, Jan. 31, Feb. 28 and Mar. 31, 2027; Nuburu jointly liable.
• Earn-out cut to €20M from €29.692M, paid as 5% of Tekne FY2027-2036 revenue, with €2M annual minimum and €20M cap; first payment due June 30, 2028.
• Nuburu waived €29.695M owed by Tekne, including €27.693M convertible receivable, as capital contribution; new Tekne board has 2 Nuburu directors, 1 shareholder director.
• NYSE American warned Oct. 19, 2026 over late disclosure of Sept. 30 Esousa side letter and Brick Lane $15M note cancellation; future violation triggers immediate suspension/delisting.