Nuburu, Inc. Enters into Material Bond Subscription Agreement with Supply@ME Affiliate

Key Highlights for Investors:

• Nuburu, Inc. (NYSE American: BURU) has entered into a significant Bond Subscription Agreement with Supply@ME Stock Company 3 S.r.l. (“SYME 3”).
• The Company is subscribing for initial bonds issued by SYME 3 with a nominal value of EUR 5.25 million, maturing in March 2029.
• The subscription price for the bonds is EUR 5.25 million, to be settled through offset of advance payments and an additional cash payment.
• SYME 3 is an affiliate of Supply@ME Capital plc, a fintech platform focused on Inventory Monetization solutions.
• There is a notable related-party aspect: Nuburu’s Executive Chairman and Co-Chief Executive Officer, Alessandro Zamboni, is also the founder and CEO of SYME.

Details of the Agreement

On March 12, 2026, Nuburu, Inc. (“Nuburu” or “the Company”) announced that it has entered into a Bond Subscription Agreement (“Agreement”) with Supply@ME Stock Company 3 S.r.l. (“SYME 3”), an affiliate of Supply@ME Capital plc (“SYME”), a fintech company specializing in Inventory Monetization solutions.

Under the Agreement, Nuburu has agreed to subscribe and pay for initial bonds issued by SYME 3, with a nominal value totaling EUR 5.25 million. These bonds are set to mature in March 2029. The subscription price for these bonds is also EUR 5.25 million, aligning with their nominal value.

The full subscription price will be paid by Nuburu on the issuance date, with EUR 4,824,294 settled through the offset of advance payments previously made by the Company, and the remaining balance to be paid in cash.

Strategic Context and Related-Party Transaction

This transaction builds on the Company’s previous relationship with SYME, following a \$5.15 million convertible facility established in March 2025. Importantly, SYME 3 is an affiliate of SYME, and Nuburu’s Executive Chairman and Co-CEO, Alessandro Zamboni, is also the founder and CEO of SYME. This related-party element is significant and should be carefully considered by shareholders, as it may raise governance questions and potential conflicts of interest.

The bonds are freely transferable to entities that qualify as “Professional Investors” under Italian law, offering potential liquidity options for Nuburu in the future.

Redemption and Other Key Terms

The Agreement allows for early redemption by Nuburu:

• At any time, in whole or in part, with 120 days’ notice and without penalty on any bond payment date following the imposition of certain tax withholdings or deductions.
• Mandatory redemption can be requested by the Company or bondholder representative on a bond payment date with at least 120 days’ notice.

Other key provisions include standard representations and warranties, confidentiality clauses, events of default and related consequences, insurance requirements, and amendment procedures.

Potential Shareholder Impact and Price Sensitivity

Potentially Price-Sensitive Factors:

• The size and terms of this transaction represent a significant capital allocation by Nuburu, which may impact its liquidity, financial flexibility, and risk profile.
• The related-party nature of the deal, with the Executive Chairman/Co-CEO involved on both sides, could raise concerns among shareholders regarding governance, oversight, and alignment of interests.
• Success of the investment is tied to SYME’s Inventory Monetization program. Any developments, positive or negative, in SYME’s business or the performance of these bonds could materially affect Nuburu’s financial outlook.
• The transaction fits into Nuburu’s ongoing transformation into a dual-use defense and security platform with a focus on non-kinetic effects, directed-energy technologies, and electronic warfare. Investors should monitor execution risks and the Company’s ability to deliver on its strategic pivot.

Forward-Looking Statements and Risks

Nuburu cautions investors that this report contains “forward-looking statements,” including expectations regarding the success of the Company’s investment in SYME’s inventory monetization program, business transformation, acquisition strategy, and ability to access capital. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially, such as:

• Performance of the SYME investment and the ability to meet NYSE American listing standards
• Execution risks in the Company’s transformation and acquisition strategy
• Market, regulatory, and economic uncertainties
• Other risks detailed in the Company’s SEC filings

Nuburu does not undertake to update these statements except as required by law.

Disclaimer

This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own due diligence and consult with professional advisors before making any investment decisions. The information is based on company filings and may be subject to change or updates.

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