Material Agreement, Asset Transaction (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On October 31, 2025, Nuburu, Inc. (the "Company"), Nuburu Defense, LLC ("Nuburu Defense"), Alessandro Zamboni, and Vanguard Holdings S.r.l. ("Vanguard"), a newly-formed Italian limited liability company wholly owned by Alessandro Zamboni, entered into a Sale, Purchase and Investment Agreement (the "Orbit Agreement") for the sale of all of the ownership interests in Orbit S.r.l. ("Orbit"), formerly known as 1AF2 S.r.l., an Italian software company specializing in digitalizing operational resilience solutions for mission-critical corporations, to Nuburu Defense (the "Orbit Acquisition"). Nuburu Defense is making up to a $5.0 million equity investment in Orbit (the "Equity Infusion"), the proceeds of which are anticipated to provide working and growth capital (including for the repayment of payables incurred in the ordinary course of business) for Orbit. In addition to the Equity Infusion, Nuburu Defense will acquire all outstanding capital stock of Orbit from Vanguard for an aggregate purchase price of $12.5 million, consisting of $3.75 million in cash and $8.75 million in securities (the "Orbit Consideration"). Since Orbit is wholly owned by Alessandro Zamboni, the Company's Executive Chairman and Co-Chief Executive Officer, indirectly through Vanguard, the Orbit Acquisition constitutes a related party transaction under U.S. securities laws and, as a result, the Orbit Acquisition and Orbit Agreement have been reviewed and approved by the Company's independent directors.

Under the Orbit Agreement, the Company has agreed to consummate the Equity Infusion in tranches, with the final tranche closing no later than October 7, 2028. The Company paid $1.5 million of the Equity Infusion amount in connection with the signing of the binding letter of intent, dated October 6, 2025 (the "Orbit LOI"), between the Company and Alessandro Zamboni, resulting in Nuburu's holding a 10.7% ownership interest in Orbit. Upon Nuburu Defense's obtaining a 20% ownership interest in Orbit, Orbit's bylaws will be amended; Alessandro Zamboni will resign from the board of directors of Orbit; and new members of Orbit's board of directors and, if applicable, a board of statutory auditors, will be appointed pursuant to the new bylaws. Following the appointment of the new directors to Orbit's board of directors, Alessandro Zamboni will be appointed as Chairman of Orbit and Nuburu Defense will designate Orbit's chief executive officer.

Under the Orbit Agreement, in exchange for the Orbit Consideration, the Company will acquire full ownership of Orbit from Vanguard in tranches, with the final tranche closing no later than December 31, 2026. The Orbit Consideration is based in part on a third-party valuation of Orbit with approximately $11 million being the high-end of the range, adjusted to take into account the risk associated with a significant portion of the purchase price being paid through the issuance of securities.

The Company agreed to pay an advance payment of the Orbit Consideration worth $3.75 million (the "Advance Payment"), by (i) offsetting of a credit owed by Mr. Zamboni to the Company of $1.35 million related to the acquisition of TCEI S.a.r.l., which is no longer being completed, and (ii) paying $2.4 million to Mr. Zamboni in four tranches of $600,000 that are due (1) on the date of signing of the Orbit LOI, (2) by December 31, 2025, (3) by March 31, 2026, and (4) by June 30, 2026; provided that the Company agreed to allocate 20% of the proceeds arising from any fund-raising transactions consummated by the Company to accelerate the payment of such amounts. As of the date of this report, the Advance Payment has been satisfied.

Subject to obtaining stockholder approval, the Company agreed to pay the non-cash portion of the Orbit Consideration in the amount of $8.75 million, by December 31, 2026, in the form of preferred shares of the Company that, subject to NYSE American approval, have voting rights at a ratio of 5:1 as compared to shares of the Company's common stock, include anti-dilution protections, and are convertible into shares of Common Stock on a 1:1 basis (the "Orbit Preferred Shares"). The Company agreed that, by no later than July 31, 2026, it will hold a stockholders' meeting to seek approval of the issuance of the Orbit Preferred Shares to Vanguard.

Upon the signing of the Orbit LOI and for 36 months, the Company has the exclusive right to market, sell, promote and distribute the Orbit platform to the security sector globally. The parties intend to complete the closing of the Orbit Acquisition by December 31, 2026.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein in its entirety.

Important Information and Where to Find It

In connection with the transaction described herein, the Company intends to file relevant materials with the Securities and Exchange Commission ("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.