Nuburu Says No Further Capital Is Needed to Close Tekne, Six Days After Declaring Its Q2 Statements Unreliable

Nuburu, Inc. (NYSE American: BURU), which describes itself as a dual-use defense and security platform company, announced on September 22, 2026 that it holds the funds needed to complete its purchase of a 70% controlling interest in Tekne S.p.A. and that it “requires no additional capital raise to close.” The release pairs that claim with a headline figure of approximately $135.4 million.

Four paragraphs later, the same release discloses that Nuburu “has provided an additional EUR 7 million to Tekne toward the EUR 9 million funding requirement for closing.” That is a EUR 2 million shortfall against a requirement the company itself states, in the document asserting no further capital is needed. Neither number means quite what a quick scan suggests, and the filing that preceded them by six days complicates both.

Six Days Earlier, the Company Withdrew Its Own Quarterly Numbers

On September 16, 2026, Nuburu reported that its Board and management, on the recommendation of the Audit Committee, had concluded that the company’s unaudited financial statements for the three and six months ended June 30, 2026 “should no longer be relied upon due to misstatements,” and that it would restate them. The error sits in the Tekne relationship itself.

Nuburu had valued the convertible note receivable it funded to Tekne using a Tekne equity value of EUR 15.2 million, or $17.4 million. It should have used EUR 25.4 million, or $29.0 million, which was the figure it had already applied to measure its Tekne investment at the same date. Correcting that input lifted the conversion option from EUR 0.7 million to EUR 1.3 million and the receivable’s fair value from EUR 20,523,000, or $23,446,999, to EUR 21,189,000, or $24,208,000. The filing states plainly that “the accounting error was determined to be material,” and that the Audit Committee discussed the restatement with the company’s independent registered public accounting firm, WithumSmith+Brown, PC.

The correction is small in dollars, $761,001, and it moves in the company’s favor by increasing assets. Its significance is in what it touches. Nuburu wrote up an asset owed by the business it is buying, by applying a higher valuation of that same business, and disclosed the restatement six days before announcing that it had the money to buy it. The September 22 release makes no mention of the non-reliance filing. Consequently, every quarterly figure cited below carries a caveat the company itself has attached.

The $135.4 Million Belongs to Tekne, Not to Nuburu

The headline figure is an order book, not a price and not revenue. The release reports approximately $148.0 million, or EUR 129.0 million, in active remaining order value at Tekne, and, after excluding approximately $12.6 million, or EUR 11.0 million, “identified as presenting elevated cancellation risk,” a net figure of approximately $135.4 million, or EUR 118.0 million.

Nuburu is direct about the limits of the measure. The release states that “the order-value measure is not U.S. GAAP revenue, a measure of funded backlog or financial guidance,” and that “realization depends on production, delivery, customer acceptance and collection, and orders may be modified, delayed or cancelled.” Three qualifications sit between that number and Nuburu: it is Tekne’s, it is self-reported by Tekne management, and Nuburu does not yet own or consolidate Tekne.

The figure is also not new. It first appeared in a shareholder letter Nuburu issued on September 14, eight days before the release that carries it in the headline. Against it, Nuburu’s own reported revenue for the first six months of 2026 was $932,571.

What Tekne Is, and What Nuburu Agreed to Pay

Tekne is an Italian manufacturer of electronic warfare systems, counter-drone technology and armored tactical vehicles. Executive Chairman and Co-Chief Executive Officer Alessandro Zamboni points to deployed product rather than prospects: “Tekne brings an operational track record: Graelion vehicles are operating in Italy, serving fire brigades in Germany and supporting Ukraine’s State Emergency Service in demining operations, while its Tactical Bubble electronic-warfare systems have been adopted by Italian military forces.” The company also says General Pietro Serino, former Chief of Staff of the Italian Army, “has signed a commitment letter to serve as Chairman of Tekne upon closing,” an appointment that “remains subject to the required corporate resolutions at closing.” Separately, Nuburu received Italian Golden Power clearance for the 70% acquisition on August 5, 2026.

The economics sit in the share purchase agreement filed in June. Nuburu already held a 2.9% interest obtained from Mr. D’Arrezzo. Nuburu Defense then takes a 57.1% interest by subscribing to a capital increase priced at EUR 29,692,000, which “consists of the amounts contributed under the Tekne Convertible Receivable to date and a cash payment of up to EUR 12,000,000 for the remainder,” and buys a further “10% of Tekne’s share capital held by the Shareholders” for EUR 5,200,000 “in cash paid on the Closing Date.” An earn-out adds “5% of the annual revenues generated by Tekne from 2027 up to and including 2036, up to a maximum total amount of EUR 29,692,000.”

What “Funds in Place” Does and Does Not Mean

The release names no lender, no investor, no escrow agent and no credit facility. It discloses no total amount of funds held and no figure for what remains owed at closing. The source of funds is the public offering Nuburu completed in July.

That offering is smaller than its headline. Nuburu announced the closing of a $38.0 million public offering on July 17, and the accompanying current report cites expected net proceeds of approximately $35.6 million. The quarterly filing reports what the company actually kept. Net proceeds, after the placement agent’s fees and expenses, “the repayment in full of all outstanding principal and accrued interest under the December 2025 YA Debenture” and “the repayment in full of the Lyocon Convertible Notes,” were approximately $18,738,864.

The offering sold 117,365,368 common shares at $0.1555 and 127,007,616 pre-funded warrants, each bundled with Series B Preferred Stock convertible into 205,627,016 additional common shares, all figures before the September reverse split. Stated uses included satisfying the Golden Power financial-assurance requirements and retiring the outstanding debenture. Investors weighing the “no additional capital raise” claim should note that it rests on management’s assertion rather than on a filed financing commitment. Nuburu filed no current report alongside the September 22 announcement, though one would not have been due for several business days.

Timing is the other soft spot. The share purchase agreement provides that closing “is scheduled to occur within 30 calendar days of the receipt of the GP Authorization.” Clearance arrived on August 5, so that window closed in early September. The September 22 release targets “the first week of October 2026” and lists three steps still outstanding: incorporating Nuburu Defense Italy S.r.l., holding the Tekne shareholders’ meeting to approve the capital increase, and completing the notarial formalities. The September 14 shareholder letter had given a looser target, the first half of October. Neither release addresses the slipped timetable.

The Balance Sheet Behind the Announcement

Nuburu’s most recent quarterly filing reports cash and equivalents of $726,934 at June 30, 2026, down from $24,661,284 at the end of 2025. That figure predates the July offering, and the roughly $18.7 million retained from it is not reflected in the quarter. These are the statements the company has since said should not be relied upon, and the restatement increases assets by $761,001.

What the quarter does show is the composition of the balance sheet Nuburu carries into the acquisition. Current liabilities of $51,264,475 exceed current assets of $31,195,561, and the accumulated deficit stands at $207,415,591. The current asset figure is largely not cash. It includes $23,116,321 for the Tekne convertible note receivable, an instrument owed by the company Nuburu is buying and the very asset at the center of the restatement, alongside $4,244,130 of prepaid expenses and other current assets, a $1,592,538 related-party note receivable from SYME and $875,141 of restricted cash. Cash proper is the $726,934. Revenue was $524,927 for the quarter and $932,571 for the half, against a half-year net loss of $6,935,760. The annual report records a net loss of $79,071,276 for 2025.

The going concern language postdates the raise. Filed on August 14, roughly four weeks after the July offering closed, the quarterly states that the company “has identified conditions that raise substantial doubt about its ability to continue as a going concern within 12 months from the issuance of these condensed consolidated financial statements, including historical operating losses, negative cash flows from operations, significant debt service obligations, and reliance on external financing.” The filing discloses the July offering as a subsequent event and then concludes that “substantial doubt about the Company’s ability to continue as a going concern remains.” Nothing in the note ties the offering to a resolution of that doubt.

A Listing That Has Been Interrupted Twice This Year

Nuburu trades on NYSE American today, but it has not done so continuously. Trading was first halted on February 13, 2026, according to the company, “because the trading price dropped below NYSE American’s Minimum Trading Price of $0.10.” A 1-for-4.99 reverse stock split effective February 27 took the count from approximately 609,081,058 shares to approximately 122,060,332, and trading resumed on a split-adjusted basis on March 2.

It happened again five months later. The company disclosed that on July 17, 2026 its stock traded below $0.10 and it received a letter stating the exchange “had commenced proceedings to delist the Company’s Common Stock from the NYSE American because the Company was not in compliance with Section 1003(f)(v) of the NYSE American Company Guide due to the low selling price.” Trading was suspended that day and moved over the counter on July 20. A 1-for-40 reverse stock split effective September 1, 2026 cured the price deficiency, reducing shares outstanding from approximately 370,493,812 to approximately 9,262,345, with a hearing before the exchange’s Listings Qualifications Panel scheduled for September 10. Following notification from NYSE Regulation, trading resumed on NYSE American on September 14. Issuance between the two splits had carried the count from roughly 122 million shares back above 370 million in six months.

At approximately 9.26 million shares outstanding and recent prices near $1, market capitalization is under $10 million, which is worth holding in mind beside the $135.4 million order figure in the headline. It is also worth holding beside the overhang: the Series B Preferred issued in July converts into roughly 5.1 million shares on a post-split basis, against those 9.26 million outstanding, with pre-funded warrants outstanding as well.

The September 22 release mentions none of this. Its boilerplate correctly identifies the company as “NUBURU, Inc. (NYSE American: BURU),” the listing having been restored eight days earlier, but the release does not note the July suspension, the delisting proceedings, the reverse split completed three weeks before, or the restatement filed six days before.

Strategic Investment Summary

• Q2 Statements Withdrawn: Nuburu (NYSE American: BURU) reported on September 16, 2026 that its Board and management concluded the June 30, 2026 financial statements “should no longer be relied upon due to misstatements,” having valued the Tekne convertible note receivable using a Tekne equity value of EUR 15.2 million instead of the EUR 25.4 million it applied to its Tekne investment, a correction of $761,001 the filing calls material.
• Closing Funds Asserted, and a Disclosed Gap: Six days later the company said it holds the funds to acquire 70% of Tekne S.p.A. and “requires no additional capital raise to close,” while stating in the same release that it had provided “an additional EUR 7 million to Tekne toward the EUR 9 million funding requirement for closing.”
• Headline Figure Is an Order Book: The approximately $135.4 million is Tekne management’s self-reported net remaining order value, which the release states is “not U.S. GAAP revenue, a measure of funded backlog or financial guidance.” It first appeared in a September 14 shareholder letter.
• Timetable Has Slipped: Closing was scheduled within 30 calendar days of Golden Power authorization, which arrived August 5, 2026; the company now targets the first week of October with three corporate steps outstanding.
• Financial Position: Cash stood at $726,934 at June 30, 2026 against $51.3 million of current liabilities and current assets of $31.2 million that are mostly a $23.1 million receivable from Tekne itself. The July offering closed at $38.0 million gross, of which approximately $18,738,864 was retained after debt repayments, and the quarterly states that substantial doubt about going concern “remains.”
• Listing and Share Count: Trading was halted in February 2026 and suspended again in July before resuming on NYSE American on September 14, and two reverse splits this year, 1-for-4.99 in February and 1-for-40 in September, left roughly 9.26 million shares outstanding.

Find out more about the latest corporate developments and financial reports at the Nuburu investor relations site.