Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

Tekne Letter

On March 19, 2026, Nuburu, Inc. (the "Company") and its subsidiary, Nuburu Defense, LLC ("Nuburu Defense"), entered into a letter of intent (the "Tekne Letter") with Ambrogio D'Arrezzo, Carlo Ulacco, and Andrea Lodi, the shareholders (collectively, the "Shareholders") of Tekne S.p.A. ("Tekne"), pursuant to which the Company agreed to contribute additional financial resources to Tekne in exchange for obtaining a 70% equity interest in Tekne.

Pursuant to a Share Transfer and Shareholder Convertible Loan Agreement (the "Tekne Purchase Agreement"), effective as of January 13, 2026, between the Company and the Shareholders, the Company obtained a 2.9% interest in Tekne from Mr. D'Arrezzo and the Company issued to Tekne EUR 13 million of financial support (the "January Convertible Receivable"). Under the Tekne Purchase Agreement, Mr. D'Arrezzo agreed to sell a 2.9% interest in Tekne to the Company or its subsidiary, in exchange for the issuance of a subordinated convertible note by the Company to Mr. D'Arrezzo.

In the Tekne Letter, the Company confirmed its intention to file an application to the Presidenza del Consiglio dei Ministriin accordance with the Italian Golden Power regulations ("GP Authorization"). The parties to the Tekne Letter agreed to (i) an increase of EUR 3,692,000 of the January Convertible Receivable by the Company to Tekne that was paid on March 20, 2026 (for a total amount of EUR 16,692,000 (the "Total Convertible Receivable")); and (ii) upon receipt of the GP Authorization, a capital increase of EUR 13,000,000 (the "Capital Increase") to be made by the Company to Tekne, which would amount to a 25% interest in Tekne. Subject to obtaining GP Authorization, the Company would obtain a 60% interest in Tekne from (i) the 2.9% interest obtained from Mr. D'Arrezzo in January 2026, (ii) the conversion of the Total Convertible Receivable into a 32.1% interest in Tekne, and (iii) the 25% interest obtained from the Capital Increase. Thereafter, the Company would obtain an additional 10% interest in Tekne from the Shareholders on a pro-rata basis, for EUR 6,000,000 paid in cash, which would result in the Company's owning a 70% equity interest in Tekne.

Under the Tekne Letter, the parties also agreed to (i) as part of a restructuring plan for Tekne under Italian law, a possible purchase or financial lease of an industrial complex located in the Municipality of Ortona (CH) in Contrada Villa Caldari and the development of further business lines between the Company, Nuburu Defense and Tekne, including the manufacture of mobile units for the dual-use production of drones and related components, and (ii) a spin-off from Tekne of its equity interest in Turismo Italia S.r.l. and certain vehicles. The Company, Nuburu Defense, the Shareholders and Tekne plan to negotiate in good faith and enter into definitive agreements to complete the transactions set forth in the Tekne Letter.