A Strategic Acquisition Agreement to Propel BURU’s Vision into new markets synergistic with the laser-technology
CENTENNIAL, Colo., February 21, 2025--(BUSINESS WIRE)--NUBURU, Inc. (NYSE: BURU), a leading innovator in high-power and high-brightness industrial blue laser technology, is excited to announce its entry into a commitment letter aimed at expanding its current defense business and establish a new presence in the security sector.
This strategic transaction with a private equity investment group signifies a pivotal transformation for NUBURU, which is anticipated to include recapitalization, multiple acquisitions, licensing of advanced technologies, and the introduction of a management team with expertise relevant to these new ventures. The initiative will be led by Executive Chairman Alessandro Zamboni, who emphasizes a commitment to harnessing international investments to advance into both existing and emerging markets.
Through this first acquisition, NUBURU plans to develop a new hub focused on defense and security solutions and will embark on acquiring interests in additional technology companies that align with its strategic vision. This will enable NUBURU to expand its current expertise to generate potential synergies with the new ventures. In that regard, pursuant to the terms of the commitment letter, NUBURU would acquire (i) a license of certain technology that would allow it to expand its existing business within the defense sector, (ii) a controlling ownership interest in a defense-tech company that specializes in the design, production, and outfitting of a diverse range of vehicles, including industrial and military applications, as well as electronic devices for defense and security, advanced telecommunications, and tracking systems, and (iii) a controlling interest in a Software as a Service (SaaS) startup focused on operational resilience (which includes business continuity, ICT risk management and cybersecurity), offering significant potential synergies within the new hub.
The anticipated acquisitions will occur in two stages, with the first stage involving the acquisition of a license and purchase of a 20% ownership interest for an aggregate price of $1.5 million in cash alongside $23.5 million in five-year notes bearing a 10% interest rate. The second stage, requiring stockholder approval, involves the acquisition of additional ownership interests, resulting in NUBURU holding a controlling interest in the target entities, which would involve issuing greater than 20% of the Company’s outstanding common stock as part of the purchase price.
The defense market is experiencing rapid growth, projected to expand from $491.06 billion in 2024 to $527.06 billion in 2025, representing a compound annual growth rate (CAGR) of 7.3%. Similarly, the cybersecurity market is set to grow from $243.15 billion in 2024 to $267.51 billion in 2025, with a CAGR of 10.0%. These trends are driven by an increase in cyber threats, military modernization efforts, and growing demand for advanced military technologies (Source: The Business Research Company).
"This transformative acquisition not only amplifies our technological capabilities but also positions NUBURU in the defense sector and the operational resilience emerging market needs," said Alessandro Zamboni, Executive Chairman of NUBURU. "We are committed to leveraging our expertise and resources to drive innovation and provide cutting-edge solutions that meet the evolving needs of all the major critical industries."
About Nuburu
Founded in 2015, NUBURU, Inc. (NYSE: BURU) is a developer and manufacturer of industrial blue lasers that leverage fundamental physics and their high-brightness, high-power design to produce faster, higher quality welds and parts than current lasers can provide in laser welding and additive manufacturing of copper, gold, aluminum, and other industrially essential metals. As announced on February 7, 2025, the company is focused on building a stable foundation from which to expand and diversify its assets in connection with its announced Transformation.
This press release relates to a proposed transaction and does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the transaction described herein, the Company intends to file relevant materials with the SEC, including a proxy statement. The proxy statement will be sent to all stockholders. Before making any voting or investment decision, stockholders are urged to read the proxy statement and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.
Stockholders will be able to obtain free copies of the proxy statement and all other relevant documents filed or that will be filed with the SEC through the website maintained by the SEC at www.sec.gov or by directing a request to the Company.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the proposed transaction. A list of the names of such directors and executive officers, information regarding their interests in the transaction and their ownership of the Company’s securities are, or will be, contained in the Company’s filings with the SEC.
Forward-Looking Statements
This press release contains certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release may be forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including "may," "should," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," "plan," "seek," "targets," "projects," "could," "would," "continue," "forecast" or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts, and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Many factors may cause the Company's actual results to differ materially from current expectations, including but are not limited to: (1) the ability to meet security exchange listing standards; (2) the impact of the previously announced foreclosure process that is currently underway; (3) failure to achieve expectations regarding business development and the Company’s acquisition strategy; (4) the inability to access sufficient capital to operate; (5) the inability to recognize the anticipated benefits of the initial business combination and the current transaction, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (6) changes in applicable laws or regulations; (7) adverse impacts of general economic, business, and competitive factors; (8) volatility in the financial system and markets caused by geopolitical and economic factors; and (9) other risks and uncertainties set forth in the sections entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in the Company’s most recent periodic report on Form 10-K or Form 10-Q and other documents filed with the SEC from time to time. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company does not give any assurance that it will achieve its expected results. The Company assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by applicable law.
